UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 18, 2005
CELL WIRELESS CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
000-49849 88-0483722
(Commission File Number) (IRS Employer Identification No.)
4625 East Broadway, Suite 203 85711
TUCSON, ARIZONA (Zip Code)
(principal executive offices)
(520) 881-4632
(Registrant's telephone number, including area code)
Arizona Aircraft Spares, Inc.
(Former name if changed since last report)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On March 1, 2005, Russell Bedford Stefanou Mirchandani LLP, certified
public accountants("RBSM") resigned as the Registrant's independent auditor.
RBSM's reports on the Company's financial statements for the year ended
December 31, 2003 did not contain an adverse opinion or disclaimer of opinion.
During the year ended December 31, 2003, and the subsequent interim period
through March 1, 2005 the Company has not had any disagreements with RBSM on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure. The Company subsequently re-engaged RBSM as its
certifying accountant as of March 18, 2005 for the Company's year ending
December 31, 2004. During the Registrant's two most recent fiscal years and any
subsequent interim period prior to the engagement of RBSM, neither the
Registrant nor anyone on the Registrant's behalf consulted with RBSM regarding
either (i) the application of accounting principles to a specified transaction,
either contemplated or proposed, or the type of audit opinion that might be
rendered on the Registrant's financial statements or (ii) any matter that was
either the subject of a "disagreement" or a "reportable event."
RBSM's letter, which is required pursuant to Item 304(a)(3) of Regulation S-B,
is attached.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
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16 Letter from Russell Bedford Stefanou Mirchandani LLP Certified
Public Accountants to the Commission, dated March 18, 2005
SIGNATURES
Pursuant of the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 18, 2005 CELL WIRELESS CORPORATION
/s/ John Bohringer
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John Bohringer
Chief Executive Officer