8-K

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

May 4, 2006

(Date of Report)

May 1, 2006

(Date of Earliest Event Reported)

US Wireless Online, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada (State or other jurisdiction of incorporation) 333-61424 Commission File Number 82-0505220 (IRS Employer I.D. No.)

500 West Jefferson Street, Suite 2350

Louisville,  KY  40202

(Address of Principal Executive Offices)

(502) 891-4476

(Registrant's Telephone Number)

Not Applicable.

(Former Name or Former Address, 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 (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 5.02

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

Effective May 1, 2006, the following directors who were appointed to the Board in 2005 resigned from the Board of Directors of the Company:

Glenn Hogan

Don Perlyn

Jack Dulworth

David Latham

Jai Bhagat

Effective April 19, 2005, Jack Dulworth resigned from the position of President of the Company.

Effective April 28, 2006, the following director who was appointed to the Board in 2005 resigned from the Board of Directors of the Company:

Larry Townsend

Effective September 6, 2005, the following director relinquished the title of Executive Chairman and continued to serve on the Board until May 1, 2006:

Jai Bhagat

None of the directors or the officer who resigned provided any specific grounds for their resignations.  The Company anticipates filling some but not all of the vacancies within the next two weeks.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits.

99.1

Resignation of Glenn Hogan

99.2

Resignation of Don Perlyn

99.3

Resignation of Jack Dulworth

99.4

Resignation of David Latham

99.5

Resignation of Jai Bhagat

99.6

Resignation of Larry Townsend

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

US WIRELESS ONLINE, INC.

DATE:  May 4, 2006             

By: /s/ Rick Hughes                      

Rick Hughes

Chief Executive Officer

2

EX-35

Exhibit 99.1

From:

  ”Rick E. Hughes” <rickehughes@gmail.com>

To:

  cwalstrand@networld.com, “queen b” <queenb_84010@yahoo.com>

Subject:

  FW: Fire List/Wiring Instructions

Date:

  Thu, 4 May 2006 05:59:43 -0400

Resignation of Glenn Hogan

From: Glenn Hogan [mailto:ghogan@hogandev.com]

Sent: Tuesday, May 02, 2006 2:17 PM

To: Paige Robertson; Don Perlyn; Rick Hughes; David Latham; Jack Dulworth; Jai Bhagat; Larry Townsend

Cc: tim@pisula.com; bruce.widener@lightyear.net; JackDulworth@aol.com

Subject: RE: Fire List/Wiring Instructions

I hereby resign from the Board of Directors of U.S. Wireless Online, Inc.

Sincerely,

W. Glenn Hogan

EX-99

Exhibit 99.2

LYNCH, COX, GILMAN & MAHAN P.S.C.

500 WEST JEFFERSON STREET, SUITE 2100

LOUISVILLE, KENTUCKY 40202-2812

(502)589-4215

Fax (502) 589-4994

E-mail: sgoodman@legandm.com

STEVEN A. GOODMAN		INDIANA OFFICE
	May 1, 2006	521 E. 7th STREET
		JERFFERSONVILLE INDIANA 47130
		TELEPHONE
		(812) 283-7838

Board of Directors

Via Email

U.S. Wireless Online, Inc.

500 W Jefferson St., Suite 2350

Louisville, KY 40202

Re:  Letter of Resignation

Dear Members of the Board

As counsel for Don Perlyn, we hereby notify the Board of Directors of U.S. Wireless Online, Inc. of Don’s resignation as Director of the company, effective at 9 A.M., Monday, May 1, 2006. Don is resigning upon the recommendation of counsel and would consider remaining with the company in an advisory capacity if the Board of Directors deems it to be in the best interest of the company.

Further, we would also like to confirm the resignation of Larry Townsend, effective Friday, April 28, 2006.

If you have any questions or comments, please feel free to contact me at (502) 589-4215.

Very truly yours,

/s/ Steven A. Goodman

Steven A. Goodman

Matthew D. Watkins

EX-99

Exhibit 99.3

From:

  “Rick E. Hughes” <rickehughes@gmail.com>

To:

  cwalstrand@networld.com, “queen b” <queenb_84010@yahoo.com>

Subject:

  FW: Resignation

Date:

  Thu, 4 May 2006 06:02:38 -0400

Resignation of Jack Dulworth

From: JackDulworth@aol.com [mailto:JackDulworth@aol.com]

Sent: Monday, May 01, 2006 3:33 PM

To: jaibhagat@air2lan.com; DLatham@deltacapital.com; rickehughes@gmail.com

Cc: ghogan@hogandev.com; lgt@uswo.net; dperlyn@nathansfamous.com; tim@pisula.com

Subject: Resignation

I hereby resign the Board of Directors of U.S. Wireless Online, Inc.

I am willing to participate in DIP financing and do no want to have any conflicts. I remain available to help in any way.

Thanks,

Jack B. Dulworth

EX-99

Exhibit 99.4

BASS, BERRY & SIMS _PLC

Attorneys at Law

___________________________________

A PROFESSIONAL LIMITED LIABILITY COMPANY

John A. Good
	The Tower at Peabody Place
PHONE:  (901) 542-5901	100 Peabody Place, Suite 900
FAX:       (888) 543-1644	Memphis, Tennessee 38103-3672
E-MAIL: jgood@bassberry.com	(901) 543-5900

May 1, 2006

Board of Directors

U.S. Wireless Online, Inc.

500 W. Jefferson St., Suite 2350

Louisville, KY 40202

Re:

Letter of Resignation

Dear Members of the Board

As counsel for David Latham, we hereby notify that Board of Directors of U.S. Wireless Online, Inc. of David’s resignation as Director of the company, effective at 5 p.m., Monday, May 1, 2006. David is resigning upon the recommendation of counsel.

If you have any questions or comments, please feel free to contact me at (901) 543-5901.

Very truly yours,

/s/ John A. Good

John A. Good

EX-99

Exhibit 99.5

Jai Bhagat

May 1, 2006

Board of Directors

U.S. Wireless Online, Inc.

500 W. Jefferson St., Suite 2350

Louisville, KY 40202

Re: Letter of Resignation

Dear Members of the Board

Upon the advice of my counsel, I hereby notify the Board of Directors of U.S. Wireless Online, Inc. of my resignation as Director of the company, effective immediately.

I am prepared to help in anyway that I can with the company.

Sincerely,

/s/ Jai Bhagat

Jai Bhagat

PS: Attached is a copy of my resignation as Chairman sent to you on September 6, 2005.

Attachment

_____________________________________________________________________________

From:

“Jai Bhagat” <jaibhagat@air2lan.com>

To:

“Bill Hays” <bhays@air2lan.com>

Sent:

Monday, May 01, 2006 4:34 PM

Subject:

FW: Board Issue

-----Original Message-----

From: Jai Bhagat

Sent: Wednesday, August 31, 2005 4:26 PM

To: ‘Rick Hughes’; ghogan@hogandev.com; David Latham; Don Perlyn; Jack DUlworth; MJS-Jamie; MJS-Michael; Richard Williamson II; ‘Rick Hughes’; Timothy J. Pisula; town4356@insightbb.com; Jamie Busic (E-mail)

Subject: Board Issue

I am sorry I was not able to join the board yesterday due to telecom issues as a result of the hurricane. Please be advised that I am resigning as Executive Chairman of US Wireless Online, Inc. effective September 6, 2005. I have accepted a similar position with another company but will continue to be actively involved and serve on the board of USWO. I had planned to advise you of this development on the call yesterday.

I would like to thank you for your help and support.

EX-99

Exhibit 99.6

LYNCH, COX, GILMAN & MAHAN P.S.C.

500 WEST JEFFERSON STREET, SUITE 2100

LOUISVILLE, KENTUCKY 40202-2812

(502)589-4215

Fax (502) 589-4994

E-mail: sgoodman@legandm.com

STEVEN A. GOODMAN		INDIANA OFFICE
	May 1, 2006	521 E. 7th STREET
		JERFFERSONVILLE INDIANA 47130
		TELEPHONE
		(812) 283-7838

Board of Directors

Via Email

U.S. Wireless Online, Inc.

500 W Jefferson St., Suite 2350

Louisville, KY 40202

Re:  Letter of Resignation

Dear Members of the Board

As counsel for Don Perlyn, we hereby notify the Board of Directors of U.S. Wireless Online, Inc. of Don’s resignation as Director of the company, effective at 9 A.M., Monday, May 1, 2006. Don is resigning upon the recommendation of counsel and would consider remaining with the company in an advisory capacity if the Board of Directors deems it to be in the best interest of the company.

Further, we would also like to confirm the resignation of Larry Townsend, effective Friday, April 28, 2006.

If you have any questions or comments, please feel free to contact me at (502) 589-4215.

Very truly yours,

/s/ Steven A. Goodman

Steven A. Goodman

Matthew D. Watkins