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  bgColor=#ffffff>8-K -- calypso8K093009.htm - CALYPSO WIRELESS, INC. FORM 8-K
  DATE OF REPORT SEPTEMBER 30, 2009
  <DIV>
  <HR style="MARGIN-TOP: 1px; COLOR: rgb(0,0,0)" SIZE=4 noShade>
  </DIV><BR>
  <DIV align=center><B>UNITED STATES</B></FONT></DIV>
  <DIV align=center><B>SECURITIES AND EXCHANGE COMMISSION</B></FONT></DIV>
  <DIV align=center>WASHINGTON, D.C. 20549</FONT></DIV><BR>
  <DIV align=center><B>FORM 8-K</B></FONT></DIV><BR>
  <DIV align=center>CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF</FONT></DIV>
  <DIV align=center>THE SECURITIES EXCHANGE ACT OF 1934</B></FONT></DIV><BR>
  <DIV align=center>DATE OF REPORT: September 30, 2009</FONT></DIV><BR>
  <DIV align=center>COMMISSION FILE NO.: 1-08497</FONT></DIV><BR>
  <DIV align=center><B><U>CALYPSO WIRELESS, INC.</U></B></FONT></DIV>
  <DIV align=center>(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS
  CHARTER)</B></FONT></DIV><BR>
  <DIV align=center>
  <TABLE cellSpacing=0 cellPadding=0 width="70%">
      <TR>
      <TD vAlign=top width="18%">
        <DIV style="FONT-SIZE: 11pt" align=center><B><U>DELAWARE</B></U></DIV>
        <DIV align=center>(STATE OR OTHER </DIV>
        <DIV align=center>JURISDICTION </DIV>
        <DIV align=center>IDENTIFICATION NO.) </DIV>
      <TD vAlign=top width="1%"></TD>
      <TD vAlign=top width="18%">
        <DIV align=center><B><U>13-5671924</B></U></DIV>
        <DIV align=center>(IRS EMPLOYER ID OF CORPORATION)</DIV></TR></TABLE><BR>
  <DIV style="TEXT-INDENT: 0pt; DISPLAY: block"><BR></DIV>
  <DIV align=center><B><U>5100 WESTHEIM SUITE 200, HOUSTON, TEXAS,
  77056</B></U></DIV>
  <DIV align=center>(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)</FONT></DIV><BR>
  <DIV align=center><B><U>(713) 936-3560</B></U></DIV>
  <DIV align=center>(ISSUER TELEPHONE NUMBER)</DIV><BR>
  <DIV align=left>Check the appropriate box below if the Form 8-K filing is
  intended to simultaneously satisfy the filing obligation of the registrant under
  any of the following provisions (see General Instruction A.2. below):</DIV><BR>
  <DIV>
  <TABLE cellSpacing=0 cellPadding=0 width="100%">
     <TR>
      <TD vAlign=top align=left>[ &nbsp;]</TD>
      <TD vAlign=top width="70%" align=left>Written communications pursuant to
        Rule 425 under the Securities Act (17 CFR 230.425)</TD></TR>
    <TR>
      <TD vAlign=top align=left>
      <TD vAlign=top width="70%" align=left><FONT
        style="DISPLAY: inline; FONT-FAMILY: times new roman; FONT-SIZE: 10pt">&nbsp;</FONT></TD></TR>
    <TR>
      <TD vAlign=top align=left>[ &nbsp;]</TD>
      <TD vAlign=top width="70%" align=left>Soliciting material pursuant to Rule
        14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD></TR>
    <TR>
      <TD vAlign=top width="2%" align=left>
      <TD>
      <TD vAlign=top width="70%" align=left><FONT
        style="DISPLAY: inline; FONT-FAMILY: times new roman; FONT-SIZE: 10pt">&nbsp;</FONT></TD></TR>
    <TR>
      <TD vAlign=top align=left>[ &nbsp;]</TD>
      <TD vAlign=top width="70%" align=left>Pre-commencement communications
        pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
    240.14d-2(b))</TD></TR>
    <TR>
      <TD vAlign=top width="2%" align=left>
      <TD>
      <TD vAlign=top width="70%" align=left><FONT
        style="DISPLAY: inline; FONT-FAMILY: times new roman; FONT-SIZE: 10pt">&nbsp;</FONT></TD></TR>
    <TR>
      <TD vAlign=top align=left>[ &nbsp;]</TD>
      <TD vAlign=top width="70%" align=left>Pre-commencement communications
        pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
    </TD></TR></TABLE></DIV><BR>
  <HR style="COLOR: black" SIZE=2 noShade>
  <BR>
  <DIV align=left><B>Item 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A
  DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
  ARRANGEMENT.</B></DIV><BR>
  <DIV align=left><B>Part 1 - </B>As Previously reported, the Daic/Williamson
  Partnership, creditors of the Company, had provided Notice to the Company that
  the Partnership considered the Company to be in default of a "4/3/09 Amended
  Settlement Agreement". The Partnership indicated that it would foreclose on the
  company's assets if the Company did not cure its alleged defaults of that
  "Agreement" by August 3, 2009. It was also noted that the Company was
  investigating the validity of that alleged 4/3/09 "Agreement". <BR><BR>The Board
  of Directors made a determination that the alleged agreement was void and
  unenforceable. It so informed The Partnership, indicating that the Company would
  challenge any enforcement action by the Partnership with claims of damages to
  the Company by the Partnership. This was based upon several conclusions; not
  limited to the following:<BR><BR>
  <DIV align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1)&nbsp;&nbsp; This "Agreement"
  was not authorized by the Board of Directors;<BR>
  <DIV align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2)&nbsp;&nbsp; The Partnership was
  aware it was not authorized by the Board and that such Authorization was
  required.<BR>
  <DIV align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3)&nbsp;&nbsp; The Partnership did
  nothing to obtain the Authorization because it knew it would not be able to
  attain such. <BR>
  <DIV align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4)&nbsp;&nbsp; The Partnership was
  aware that the term the Partnership was using to allege the default was an
  impossibility at the signing of the "Agreement".<BR>
  <DIV align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5)&nbsp;&nbsp; The Partnership
  caused that default term to be inserted into the "Agreement" in bad faith, or
  worse.<BR><BR>
  <DIV align=left>Recently, evidence has become known to the Board that The
  Daic/Williamson Partnership intentionally and maliciously interfered with the
  T-Mobile Lawsuit for the purpose of coercing the President of the Company into
  signing this alleged 4/3/09 "Agreement". Under the <U>original</U> settlement
  Agreement of 4/3/2008 Mr. Williamson and Mr. Daic agreed not to hinder any
  lawsuit, negotiation, or transfer relating to the Patents as a result of their
  assignment agreement. Some quotations of that agreement are noted below:
  (Assignee is the Daic/Williamson Partnership)<BR><BR>
  <DIV align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A)&nbsp;&nbsp; <I>"Assignee
  transfers to Assignor all right, title and interest in and to the Patent that
  Daic may have or heretofore have acquired, whether pursuant to the litigation
  between the parties or otherwise."</I><BR>
  <DIV align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B)&nbsp;&nbsp; <I>"Assignee shall
  be obligated to approve any Transfer requested pursuant to notice as provided
  herein"</I><BR>
  <DIV align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C)&nbsp;&nbsp; <I>"Assignee shall
  have no right to direct or to participate in any way in any negotiations or
  discussions relating to any Transfer of the Patent"</I><BR>
  <DIV align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D)&nbsp;&nbsp; <I>"Assignee shall
  be obligated to approve the Transfer upon five (5) days notice thereof. In such
  event, Assignee shall also be obligated to comply with such reasonable requests
  as may be made by Assignor relating to the Transfer, including the documentation
  of the Transfer"</I><BR>
  <DIV align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E)&nbsp;&nbsp; <I>"Assignee shall
  have no rights in or to the management of the Patent."</I><BR>
  <DIV align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F)&nbsp;&nbsp; <I>"In the event
  that Assignor brings a suit, action or claim related to infringement, validity,
  or enforceability of the Patent, Assignee consents to being named as a co-party
  in such suit, action or claim (including but not limited to giving its consent
  to venue and personal jurisdiction in the venue selected by
  Assignor)."</I><BR><BR>
  <DIV align=left>The Daic/Williamson Partnership, in addition to breaching all of
  these terms from the beginning (4/3/2008), specifically breached (F) above for
  the last 5 months of the agreement. When the lawsuit was submitted against
  T-Mobile on 11/13/08, the partnership refused to allow a proper standing for the
  suit to go forward by withholding their permission to be named on the suit. On
  3/10/09, they agreed that Daic ONLY would be named and Williamson would release
  his assignment interest. The Company's patent law firm ("Law Firm") immediately
  thereafter filed the amended complaint on 3/16/09. However, even after that
  agreement and the amended complaint was filed, Mr. Williamson STILL withheld his
  release and would only provide that release on the condition that the company's
  president first sign the bogus 4/3/09 version of the Agreement. With the lawsuit
  in jeopardy, and numerous other improper threats being made against the company
  by the Partnership, the Company's President improperly signed that agreement
  without Board Approval. Thus, the company believes the 4/3/09 "Agreement"
  signature was attained through coercion and fraud, notwithstanding the other
  facts that it would not be valid in any case. Again, the company has informed
  the Partnership and the Partnership persists in its interferences.<BR><BR>
  <DIV align=left><B>Part 2 - </B>In order to finally deal with the proper
  Standing issue that would finally allow the lawsuit to go forward, The company
  amended its agreement with its Law Firm to add Mr. Daic to that agreement and
  name him on the lawsuit. Mr. Daic is signatory to that Amendment. In order that
  conflicts be precluded, that agreement specifically stated::<BR><BR>
  <DIV align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&gt;&gt;&nbsp;&nbsp; <I>"Drago
  Daic agrees and covenants that the Law Firm's client is Calypso Wireless, and
  that Calypso Wireless' management shall be the decision-maker with regard to any
  Client decisions affecting the '923 Patent and/or the ASNAP system (e.g.
  decisions to license, decisions to settle cases, decisions to initiate
  litigation, etc)."</I><BR><BR>
  <DIV align=left>However, immediately thereafter, the Partnership tried to assume
  complete control of the Patent Litigation on 4/3/09. The Company was able to
  deal with this until 8/26/09 when the Law Firm formally notified the Partnership
  and the Company that it must cure this conflict and would have to withdraw if
  the company could not do so. The Law Firm noted that it would cease actions in
  the lawsuit in the interim but that it must have that cure by 9/3/09, at which
  time it would be necessary to prepare a required filing with the court due on
  9/11/09. The Board of Directors met with The Partnership in Houston on 8/29/09 to
  discuss this problem. This discussion continued via phone until 9/3/09 at which
  time the company was informed by the Partnership that it would not budge,
  demanding that the Company "turn over" control of the patents to the
  Partnership. The Board refused and additionally informed the Partnership that it
  was unable to do so because that would be an illegal delegation of Board
  Authority in any case. On 9/5/09, the Law Firm informed the parties that it was
  forced to withdraw as counsel.<BR><BR>
  <DIV align=left>The company directed the Law Firm to thus negotiate a dismissal
  without prejudice with T-Mobile until these matters could be decided upon. The
  conflict became obvious when the Partnership refused and threatened the Law Firm
  with a malpractice suit if it withdrew. After two weeks of trying to negotiate a
  dismissal that would not prejudice the Company's ability to bring the lawsuit at
  a future date after the conflicts were resolved and being blocked in its
  attempts by the Partnership, the Law Firm filed a motion to withdraw with the
  court on 9/18/09. The court held a hearing on the issue on 9/22/09 and therein
  granted the withdrawal of the Law Firm and gave the Company a 30 day continuance
  to find new counsel. Since 9/18/09, the Company has been looking for new counsel
  but has been unsuccessful. The company will continue that search for a
  contingency replacement firm but feels it may not be able to do so because the
  conflict issues have not been resolved. The Partnership has apparently been
  going ahead on its own to find it own counsel in any case consistent with its
  belief that it may do so. The company has informed the Partnership that it must
  cease its continued interferences so that the company can go forward or face a
  claim of damages from the Company. The Partnership seems to wish to continue to
  ignore the Company and continue those actions it agreed to never do.<BR><BR>
  <DIV align=left>As a result of the above two parts, as well as other issues, the
  Board of Directors has decided that the Partnership has at all times been in
  breach of its original 4/3/08 Settlement Agreement and had caused the company
  damages in the upper 9 figures at a minimum. In addition to those Breaches, the
  Board has concluded that the Partnership fraudulently coerced the company into
  entering that original agreement in similar fashion to the Partnerships attempts
  at inducing the 4/3/09 "agreement". <BR><BR>
  <DIV align=left>Therefore, the Board of Directors has elected to prioritize all
  of its resources on bringing suit against the Partnership in the several
  hundreds of Millions of Dollars. It addition, it will seek injunctive relief as
  such damages are thought to be well beyond the means of the Partnership to
  satisfy upon successful litigation efforts. This litigation will commence as
  soon as the company has raised enough cash to satisfy the whole litigation
  effort. The estimate of the amount of cash the company must raise is about
  $400K. That amount will be kept as a separate fund, joint with its attorneys,
  for the exclusive purpose of funding the litigation effort against the
  Partnership. <BR><BR>
  <DIV align=left><B>Part 3 - </B>As a direct result of Parts 1 and 2, the Board
  of Directors of the Company issues a warning to its investors that the ability
  of the Company to continue as an ongoing concern is in doubt. The Company is a
  development stage Company and wholly dependent upon the continued support and
  optimism of its investors through voluntary capital contributions (convertable
  loans and private placements, etc). The actions of Mssrsr. Daic and Williamson
  have most likely (severly)  compromised the attractiveness of our Company to
  investors as well as depressed the Company's share price and ability to obtain capital. Current Management believes that successful action against Mssrs. Daic and
  Williamson (as well as some other minor players) will have a profound and positive effect on these parameters.  It is the opinion of the Board of Directors
  that this is the best action to provide the greatest return on investments for ALL investors, future, present, and past but advises that this is likely dependent
  upon that successful outcome in dealing with the Partnership.  <BR><BR>Simply put, it is the opinion of
  the Board of Directors that the Company will not be able to survive the amount
  of time necessary for the multi year patent litigation efforts, demanded and forced upon
  the company by Mr. Daic, without substantial
  investment into the company. The Company is seeking such investments but it is
  likely such efforts will have a substantial dilutive effect on current
  shareholders if successful, and there is no guarantee the Company will be
  successful. Nonetheless, the Board believes that the upside to current shareholders is that a
  successful action against Mssrs. Daic and Williamson will increase the return on
  past investment manyfold over its previous potential.  The upside for new investors could be even greater.  That said, the Company reiterates that the Daic/Williamson Partnership feels it owns the Patents and has owned them since the default judgement in 2006.  The Partnership has put the Company on notice that it intends to "take them" as was noted in previous filings, notwithstanding the Company's position contrary. <BR><BR>
  <HR style="COLOR: black" SIZE=2 noShade>
  <BR>
  <DIV align=left><B>ITEM 8.01 - OTHER ITEMS</B></FONT></DIV><BR>
  <DIV align=left>The Company includes herewith a comprehensive report of the
  litigation efforts in relationship to the T-Mobile case. This is attached
  herewith as Exhibit I <BR><BR>
  <DIV align=left>The Company includes a copy of the letter sent to the
  Partnership on this date that indicates its intention to seek recovery from the
  Partnership or settle its differences once and for all. The company feels that
  the only agreement it can ever hope the partnership will adhere to is one that
  separates them forever from the affairs of the Company. A copy of this letter is
  attached as Exhibit II <BR></DIV><BR>
  <HR style="COLOR: black" SIZE=2 noShade>
  <BR>
  <DIV
  style="TEXT-INDENT: 0pt; DISPLAY: block; MARGIN-LEFT: 0pt; MARGIN-RIGHT: 0pt"
  align=left><FONT
  style="DISPLAY: inline; FONT-FAMILY: times new roman; FONT-SIZE: 12pt; FONT-WEIGHT: bold">Attached
  Exhibits:</FONT></DIV><BR>
  <DIV
  style="TEXT-INDENT: 0pt; DISPLAY: block; MARGIN-LEFT: 0pt; MARGIN-RIGHT: 0pt"
  align=left><FONT
  style="DISPLAY: inline; FONT-FAMILY: times new roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit
  I: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;LITIGATION UPDATE</FONT></DIV><BR>
  <DIV
  style="TEXT-INDENT: 0pt; DISPLAY: block; MARGIN-LEFT: 0pt; MARGIN-RIGHT: 0pt"
  align=left><FONT
  style="DISPLAY: inline; FONT-FAMILY: times new roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit
  II: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;LETTER OF NOTICE TO THE DAIC/WILLIAMSON
  PARTNERSHIP<BR><BR>
  <HR style="COLOR: black" SIZE=2 noShade>
  <BR>
  <DIV align=center><B>NOTICE:</B></FONT></DIV><BR>
  <DIV align=left>This 8K filing and its attachments may include "forward-looking
  statement" within the meaning of the Private Securities Litigation Reform Act of
  1995. The Company may use words such as "anticipates," "believes," "plans,"
  "expects," "intends," "future," and similar expressions to identify
  forward-looking statements. These forward-looking and other statements, which
  are not historical facts, are based largely upon our current expectations and
  assumptions and are subject to a number of risks and uncertainties that could
  cause actual results to differ materially from those contemplated by such
  forward-looking statements. These risks and uncertainties include, among others,
  the Company's ability to continue to operate without revenue other than Loans to
  the Company or Investment into the Company; our ability to develop, prosecute,
  confirm and consummate future business arrangements with creditors; risks
  associated with third party actions in the Patent Litigation, which may
  interfere with our ability to develop and consummate one or more financing
  plans, the impact on the market price of the Company's common stock, its
  business, financial condition and results of operations due to factors outside
  of the control of the Comapny; our inability to secure necessary financing and
  comply with the terms and covenants of such financing; our ability to otherwise
  continue to operate as a going concern, our ability to implement a revenue
  producing royalty agreement whild the ownership of the Patents is contested; the
  current economic downturn and its effect on the credit and capital markets as
  well as the industries and customers that use our products; further declines in
  the business of our potential customers; and the loss of potentail major
  customers. <BR><BR>
  <HR style="COLOR: black" SIZE=2 noShade>
  <BR><BR>
  <DIV align=center><B>SIGNATURES</B></DIV><BR><BR><BR>
  <DIV align=left>Pursuant to the requirement of the Securities Exchange Act of
  1934, the Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.</FONT></DIV><BR><BR>
  <TABLE width="100%">
      <TR>
      <TD>&nbsp;</TD>
      <TD align=left><B><U>Calypso Wireless, Inc.</U></B></TD></TR>
    <TR>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD>&nbsp;</TD>
      <TD><U>/s/ David H. Williams</U></TD></TR>
    <TR>
      <TD>&nbsp;</TD>
      <TD>David H. Williams</TD></TR>
    <TR>
      <TD>&nbsp;</TD>
      <TD>Director &amp; Member of the Audit and Compensation Committees </TD></TR>
    <TR>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD>&nbsp;</TD>
      <TD>September 30, 2009</TD></TR>
    <TR></TR></TABLE></DIV><BR><BR><BR><BR><BR>
  <DIV style="TEXT-ALIGN: center; WIDTH: 100%">
  <HR style="COLOR: black" SIZE=2 noShade>
  </DIV></DIV></DIV></DIV></DIV></DIV></DIV></DIV></DIV></DIV></DIV></DIV></DIV></DIV></DIV></DIV></DIV></DIV></DIV></DIV></DIV></DIV></DIV></DIV></DIV></BODY></HTML>
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metadata_filer: {"company-data": {"conformed-name": "CALYPSO WIRELESS INC", "cik": "0000719729", "assigned-sic": "4813", "irs-number": "135671924", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08497", "film-number": "091095757"}, "business-address": {"street1": "5100 WESTHEIMER", "street2": "SUITE 200", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "713-936-3560"}, "mail-address": {"street1": "5100 WESTHEIMER", "street2": "SUITE 200", "city": "HOUSTON", "state": "TX", "zip": "77056"}, "former-company": {"former-conformed-name": "KLEER VU INDUSTRIES INC/DE/", "date-changed": "19920703"}}
text: calypso8K093009.htm
  8-K -- calypso8K093009.htm - CALYPSO WIRELESS, INC. FORM 8-K
  DATE OF REPORT SEPTEMBER 30, 2009
  UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549
  FORM 8-K
  CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
  THE SECURITIES EXCHANGE ACT OF 1934
  DATE OF REPORT: September 30, 2009
  COMMISSION FILE NO.: 1-08497
  CALYPSO WIRELESS, INC.
  (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS
  CHARTER)
  DELAWARE
  (STATE OR OTHER
  JURISDICTION
  IDENTIFICATION NO.)
  13-5671924
  (IRS EMPLOYER ID OF CORPORATION)
  5100 WESTHEIM SUITE 200, HOUSTON, TEXAS,
  77056
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
  (713) 936-3560
  (ISSUER TELEPHONE NUMBER)
  Check the appropriate box below if the Form 8-K filing is
  intended to simultaneously satisfy the filing obligation of the registrant under
  any of the following provisions (see General Instruction A.2. below):
  [  ]
  Written communications pursuant to
        Rule 425 under the Securities Act (17 CFR 230.425)
  [  ]
  Soliciting material pursuant to Rule
        14a-12 under the Exchange Act (17 CFR 240.14a-12)
  [  ]
  Pre-commencement communications
        pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
    240.14d-2(b))
  [  ]
  Pre-commencement communications
        pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
  Item 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A
  DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
  ARRANGEMENT.
  Part 1 -
  As Previously reported, the Daic/Williamson
  Partnership, creditors of the Company, had provided Notice to the Company that
  the Partnership considered the Company to be in default of a "4/3/09 Amended
  Settlement Agreement". The Partnership indicated that it would foreclose on the
  company's assets if the Company did not cure its alleged defaults of that
  "Agreement" by August 3, 2009. It was also noted that the Company was
  investigating the validity of that alleged 4/3/09 "Agreement".
  The Board
  of Directors made a determination that the alleged agreement was void and
  unenforceable. It so informed The Partnership, indicating that the Company would
  challenge any enforcement action by the Partnership with claims of damages to
  the Company by the Partnership. This was based upon several conclusions; not
  limited to the following:
  1)   This "Agreement"
  was not authorized by the Board of Directors;
  2)   The Partnership was
  aware it was not authorized by the Board and that such Authorization was
  required.
  3)   The Partnership did
  nothing to obtain the Authorization because it knew it would not be able to
  attain such.
  4)   The Partnership was
  aware that the term the Partnership was using to allege the default was an
  impossibility at the signing of the "Agreement".
  5)   The Partnership
  caused that default term to be inserted into the "Agreement" in bad faith, or
  worse.
  Recently, evidence has become known to the Board that The
  Daic/Williamson Partnership intentionally and maliciously interfered with the
  T-Mobile Lawsuit for the purpose of coercing the President of the Company into
  signing this alleged 4/3/09 "Agreement". Under the
  original
  settlement
  Agreement of 4/3/2008 Mr. Williamson and Mr. Daic agreed not to hinder any
  lawsuit, negotiation, or transfer relating to the Patents as a result of their
  assignment agreement. Some quotations of that agreement are noted below:
  (Assignee is the Daic/Williamson Partnership)
  A)
  "Assignee
  transfers to Assignor all right, title and interest in and to the Patent that
  Daic may have or heretofore have acquired, whether pursuant to the litigation
  between the parties or otherwise."
  B)
  "Assignee shall
  be obligated to approve any Transfer requested pursuant to notice as provided
  herein"
  C)
  "Assignee shall
  have no right to direct or to participate in any way in any negotiations or
  discussions relating to any Transfer of the Patent"
  D)
  "Assignee shall
  be obligated to approve the Transfer upon five (5) days notice thereof. In such
  event, Assignee shall also be obligated to comply with such reasonable requests
  as may be made by Assignor relating to the Transfer, including the documentation
  of the Transfer"
  E)
  "Assignee shall
  have no rights in or to the management of the Patent."
  F)
  "In the event
  that Assignor brings a suit, action or claim related to infringement, validity,
  or enforceability of the Patent, Assignee consents to being named as a co-party
  in such suit, action or claim (including but not limited to giving its consent
  to venue and personal jurisdiction in the venue selected by
  Assignor)."
  The Daic/Williamson Partnership, in addition to breaching all of
  these terms from the beginning (4/3/2008), specifically breached (F) above for
  the last 5 months of the agreement. When the lawsuit was submitted against
  T-Mobile on 11/13/08, the partnership refused to allow a proper standing for the
  suit to go forward by withholding their permission to be named on the suit. On
  3/10/09, they agreed that Daic ONLY would be named and Williamson would release
  his assignment interest. The Company's patent law firm ("Law Firm") immediately
  thereafter filed the amended complaint on 3/16/09. However, even after that
  agreement and the amended complaint was filed, Mr. Williamson STILL withheld his
  release and would only provide that release on the condition that the company's
  president first sign the bogus 4/3/09 version of the Agreement. With the lawsuit
  in jeopardy, and numerous other improper threats being made against the company
  by the Partnership, the Company's President improperly signed that agreement
  without Board Approval. Thus, the company believes the 4/3/09 "Agreement"
  signature was attained through coercion and fraud, notwithstanding the other
  facts that it would not be valid in any case. Again, the company has informed
  the Partnership and the Partnership persists in its interferences.
  Part 2 -
  In order to finally deal with the proper
  Standing issue that would finally allow the lawsuit to go forward, The company
  amended its agreement with its Law Firm to add Mr. Daic to that agreement and
  name him on the lawsuit. Mr. Daic is signatory to that Amendment. In order that
  conflicts be precluded, that agreement specifically stated::
  >>
  "Drago
  Daic agrees and covenants that the Law Firm's client is Calypso Wireless, and
  that Calypso Wireless' management shall be the decision-maker with regard to any
  Client decisions affecting the '923 Patent and/or the ASNAP system (e.g.
  decisions to license, decisions to settle cases, decisions to initiate
  litigation, etc)."
  However, immediately thereafter, the Partnership tried to assume
  complete control of the Patent Litigation on 4/3/09. The Company was able to
  deal with this until 8/26/09 when the Law Firm formally notified the Partnership
  and the Company that it must cure this conflict and would have to withdraw if
  the company could not do so. The Law Firm noted that it would cease actions in
  the lawsuit in the interim but that it must have that cure by 9/3/09, at which
  time it would be necessary to prepare a required filing with the court due on
  9/11/09. The Board of Directors met with The Partnership in Houston on 8/29/09 to
  discuss this problem. This discussion continued via phone until 9/3/09 at which
  time the company was informed by the Partnership that it would not budge,
  demanding that the Company "turn over" control of the patents to the
  Partnership. The Board refused and additionally informed the Partnership that it
  was unable to do so because that would be an illegal delegation of Board
  Authority in any case. On 9/5/09, the Law Firm informed the parties that it was
  forced to withdraw as counsel.
  The company directed the Law Firm to thus negotiate a dismissal
  without prejudice with T-Mobile until these matters could be decided upon. The
  conflict became obvious when the Partnership refused and threatened the Law Firm
  with a malpractice suit if it withdrew. After two weeks of trying to negotiate a
  dismissal that would not prejudice the Company's ability to bring the lawsuit at
  a future date after the conflicts were resolved and being blocked in its
  attempts by the Partnership, the Law Firm filed a motion to withdraw with the
  court on 9/18/09. The court held a hearing on the issue on 9/22/09 and therein
  granted the withdrawal of the Law Firm and gave the Company a 30 day continuance
  to find new counsel. Since 9/18/09, the Company has been looking for new counsel
  but has been unsuccessful. The company will continue that search for a
  contingency replacement firm but feels it may not be able to do so because the
  conflict issues have not been resolved. The Partnership has apparently been
  going ahead on its own to find it own counsel in any case consistent with its
  belief that it may do so. The company has informed the Partnership that it must
  cease its continued interferences so that the company can go forward or face a
  claim of damages from the Company. The Partnership seems to wish to continue to
  ignore the Company and continue those actions it agreed to never do.
  As a result of the above two parts, as well as other issues, the
  Board of Directors has decided that the Partnership has at all times been in
  breach of its original 4/3/08 Settlement Agreement and had caused the company
  damages in the upper 9 figures at a minimum. In addition to those Breaches, the
  Board has concluded that the Partnership fraudulently coerced the company into
  entering that original agreement in similar fashion to the Partnerships attempts
  at inducing the 4/3/09 "agreement".
  Therefore, the Board of Directors has elected to prioritize all
  of its resources on bringing suit against the Partnership in the several
  hundreds of Millions of Dollars. It addition, it will seek injunctive relief as
  such damages are thought to be well beyond the means of the Partnership to
  satisfy upon successful litigation efforts. This litigation will commence as
  soon as the company has raised enough cash to satisfy the whole litigation
  effort. The estimate of the amount of cash the company must raise is about
  $400K. That amount will be kept as a separate fund, joint with its attorneys,
  for the exclusive purpose of funding the litigation effort against the
  Partnership.
  Part 3 -
  As a direct result of Parts 1 and 2, the Board
  of Directors of the Company issues a warning to its investors that the ability
  of the Company to continue as an ongoing concern is in doubt. The Company is a
  development stage Company and wholly dependent upon the continued support and
  optimism of its investors through voluntary capital contributions (convertable
  loans and private placements, etc). The actions of Mssrsr. Daic and Williamson
  have most likely (severly)  compromised the attractiveness of our Company to
  investors as well as depressed the Company's share price and ability to obtain capital. Current Management believes that successful action against Mssrs. Daic and
  Williamson (as well as some other minor players) will have a profound and positive effect on these parameters.  It is the opinion of the Board of Directors
  that this is the best action to provide the greatest return on investments for ALL investors, future, present, and past but advises that this is likely dependent
  upon that successful outcome in dealing with the Partnership.
  Simply put, it is the opinion of
  the Board of Directors that the Company will not be able to survive the amount
  of time necessary for the multi year patent litigation efforts, demanded and forced upon
  the company by Mr. Daic, without substantial
  investment into the company. The Company is seeking such investments but it is
  likely such efforts will have a substantial dilutive effect on current
  shareholders if successful, and there is no guarantee the Company will be
  successful. Nonetheless, the Board believes that the upside to current shareholders is that a
  successful action against Mssrs. Daic and Williamson will increase the return on
  past investment manyfold over its previous potential.  The upside for new investors could be even greater.  That said, the Company reiterates that the Daic/Williamson Partnership feels it owns the Patents and has owned them since the default judgement in 2006.  The Partnership has put the Company on notice that it intends to "take them" as was noted in previous filings, notwithstanding the Company's position contrary.
  ITEM 8.01 - OTHER ITEMS
  The Company includes herewith a comprehensive report of the
  litigation efforts in relationship to the T-Mobile case. This is attached
  herewith as Exhibit I
  The Company includes a copy of the letter sent to the
  Partnership on this date that indicates its intention to seek recovery from the
  Partnership or settle its differences once and for all. The company feels that
  the only agreement it can ever hope the partnership will adhere to is one that
  separates them forever from the affairs of the Company. A copy of this letter is
  attached as Exhibit II
  Attached
  Exhibits:
  Exhibit
  I:       LITIGATION UPDATE
  Exhibit
  II:      LETTER OF NOTICE TO THE DAIC/WILLIAMSON
  PARTNERSHIP
  NOTICE:
  This 8K filing and its attachments may include "forward-looking
  statement" within the meaning of the Private Securities Litigation Reform Act of
  1995. The Company may use words such as "anticipates," "believes," "plans,"
  "expects," "intends," "future," and similar expressions to identify
  forward-looking statements. These forward-looking and other statements, which
  are not historical facts, are based largely upon our current expectations and
  assumptions and are subject to a number of risks and uncertainties that could
  cause actual results to differ materially from those contemplated by such
  forward-looking statements. These risks and uncertainties include, among others,
  the Company's ability to continue to operate without revenue other than Loans to
  the Company or Investment into the Company; our ability to develop, prosecute,
  confirm and consummate future business arrangements with creditors; risks
  associated with third party actions in the Patent Litigation, which may
  interfere with our ability to develop and consummate one or more financing
  plans, the impact on the market price of the Company's common stock, its
  business, financial condition and results of operations due to factors outside
  of the control of the Comapny; our inability to secure necessary financing and
  comply with the terms and covenants of such financing; our ability to otherwise
  continue to operate as a going concern, our ability to implement a revenue
  producing royalty agreement whild the ownership of the Patents is contested; the
  current economic downturn and its effect on the credit and capital markets as
  well as the industries and customers that use our products; further declines in
  the business of our potential customers; and the loss of potentail major
  customers.
  SIGNATURES
  Pursuant to the requirement of the Securities Exchange Act of
  1934, the Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  Calypso Wireless, Inc.
  /s/ David H. Williams
  David H. Williams
  Director & Member of the Audit and Compensation Committees
  September 30, 2009