UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.

Security and Issuer

The title of the class of equity securities to which this statement relates is common stock, $0.0005 par value (the “Common Stock”), of ARC Wireless Solutions, Inc. (the “Issuer”), whose principal executive offices are located at 210601 West 48th Avenue, Wheat Ridge, Colorado 80033-2660.

Item 2.

Identity and Background

This statement on Schedule 13D (the “Statement”) is being jointly filed by each of the following persons (being herein collectively referred to as the “Reporting Persons”) pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), with respect to the Common Stock: Brean Murray Carret Group Inc., a British Virgin Islands company (“Brean”); Q Management Services (PTC) Ltd., a British Virgin Islands company (“Q Management”), as Trustee of the PQ II Trust, a trust administered under the laws of the British Virgin Islands (“PQ II”) and as Trustee of the PQ III Trust, a trust administered under the laws of the British Virgin Islands (“PQ III”); and Phyllis Quasha (“Quasha”).

The Reporting Persons are making a single joint filing pursuant to Rule 13d-1(k)(1) of the Act.

Prior to the filing of this Statement, Evansville Limited, a British Virgin Islands company (“Evansville”), who reported beneficial ownership of 428,625 shares of Common Stock, ceased to beneficially own such shares and all beneficial interest of every kind and nature in the Common Stock was acquired by Brean as part of a corporate restructuring.

Q Management, as Trustee of PQ II and as Trustee of PQ III, owns all of the capital stock of Brean.  Vicali Services (BVI) Inc., a British Virgin Islands company (“Vicali”), is the sole director of Brean, and Susan V. Demers, a United States citizen (“Demers”), and Margaret Price Findlay, a citizen of Trinidad and Tobago (“Findlay”), are the directors of Brean.  Q Management is the sole trustee of each of PQ II and PQ III.  Each of PQ II and PQ III are revocable trusts.  Vicali is the sole director of Q Management.  Quasha, an Australian citizen, is the settlor of each of PQII and PQIII and, as such, is in a position, indirectly, to determine the investment and voting positions made by Brean.

The principal business address and principal business or occupation of each Reporting Person and each other person identified above is as follows:

Name

Business Address

Principal Business or
Occupation

Brean Murray Carret Group Inc.

Tropic Isle Building
P.O. Box 3331
Road Town, Tortola
British Virgin Islands VG 1110

Investment holding company

Q Management Services (PTC) Ltd., as Trustee of the PQ II Trust and as Trustee of the PQ III Trust

Tropic Isle Building
P.O. Box 3331
Road Town, Tortola
British Virgin Islands VG 1110

Private trust company

Phyllis Quasha

Lyford Suites
Suite 12
Lyford Cay Club
Nassau, New Providence
The Bahamas

Retired

Vicali Services (BVI) Inc.

Tropic Isle Building
P.O. Box 3331
Road Town, Tortola
British Virgin Islands VG 1110

Company administration

Susan V. Demers

Tropic Isle Building
P.O. Box 3331
Road Town, Tortola
British Virgin Islands VG 1110

Attorney

Margaret Price Findlay

Tropic Isle Building
P.O. Box 3331
Road Town, Tortola
British Virgin Islands VG 1110

Attorney

During the past five years, no Reporting Person and, to the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons, if applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

As described in Item 5(c) below, Brean acquired the 37,066 shares of Common Stock for an aggregate purchase price of $146,518.19 and financed the purchase through cash on hand.

The information related to the transfer of the Common Stock previously owned by Evansville describe in Item 2 above is incorporated herein by reference.

Item 4.

Purpose of Transaction

The Reporting Persons acquired the shares of Common Stock of the Issuer for general investment purposes.  The Reporting Persons will continuously evaluate their ownership of Common Stock and the Issuer’s business and industry.  Depending on market conditions and other factors that the Reporting Persons may deem material to their investment decision, including the availability of other investment opportunities, each Reporting Person may from time to time acquire additional shares of Common Stock in the open market or in privately negotiated transactions or dispose of all or a portion of the shares of Common Stock that such Reporting Person now owns or may hereafter acquire.

The Reporting Persons intend to, along with other shareholders of the Issuer, nominate an alternative slate of directors for election to the Issuer’s Board of Directors at the earliest possible opportunity.

Without limitation of the foregoing (and consistent with their investment purpose), the Reporting Persons will continue to consider alternative courses of action and will in the future take such actions with respect to their investment in the Issuer as they deem appropriate in light of the circumstances existing from time to time.  Such actions, in addition to that discussed above, may include making recommendations to members of management concerning various business strategies, acquisitions, policies, seeking to acquire control of the Issuer through a merger, proxy solicitation, tender offer, significant equity investment, exchange offer or otherwise, or such other actions as the Reporting Persons may deem appropriate.

The Reporting Persons’ intention as described above would result in a change in the present board of directors of the Issuer.

Item 5.

Interest in Securities of the Issuer

(a)           As of October 30, 2008, each Reporting Person beneficially owns the following number of shares of Common Stock (all computations of the percentage of outstanding Common Stock set forth herein are based on a total of 3,090,838 shares of Common Stock outstanding as of October 2, 2008 as reported in the Issuer’s proxy statement for its 2008 annual meeting of shareholders, as filed with the Securities and Exchange Commission on October 3, 2008):

Name of Filing Person

Number of Shares Beneficially
Owned

Percent of Outstanding

Brean Murray Carret Group Inc.

429,532

13.9

%

Q Management Services (PTC) Ltd., as Trustee of the PQ II Trust and as Trustee of the PQ III Trust

429,532

13.9

%

Phyllis Quasha

429,532

13.9

%

(b)           Brean is deemed to solely have the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by Brean.  Because of their relationship to Brean as identified in Item 2 above, each of Q Management, as Trustee of PQ II, and Q Management, as Trustee of PQ III, Vicali, Demers, Findlay, Q Management and Quasha share voting and dispositive power with regard to the Common Stock owned by Brean and, therefore, may be deemed to have indirect beneficial ownership of the Common Stock owned by Brean.

(c)           As identified in Item 2 above, prior to the filing of this Statement, Evansville, who reported beneficial ownership of 428,625 shares of Common Stock, ceased to beneficially own such shares and all beneficial interest of every kind and nature in the Common Stock was acquired by Brean as part of a corporate restructuring.  Such shares acquired by Brean were reported on Schedule 13G, and amendments thereto, by Evansville, who is the record holder of the Common Stock; however, Evansville had no beneficial ownership over such shares.

The following transactions were effective by the identified parties during the sixty days preceding the date of filing of this Schedule 13D:

Reporting Person

Date

Buy/Sell

Number of Shares

Price Per Share

Brean Murray

Sept. 2nd

Buy

1,603 shares

$

4.2984

Brean Murray

Sept. 9th

Buy

2,200 shares

$

4.1492

Brean Murray

Sept. 15th

Buy

1,500 shares

$

4.10

Brean Murray

Sept. 16th

Buy

3,451 shares

$

4.1314

Brean Murray

Sept. 18th

Buy

3,236 shares

$

4.1233

Brean Murray

Sept. 25th

Buy

1,424 shares

$

4.10

Brean Murray

Sept. 29th

Buy

5,251 shares

$

4.0979

Brean Murray

Sept. 30th

Buy

1,730 shares

$

4.00

Brean Murray

Oct. 1st

Buy

708 shares

$

4.00

Brean Murray

Oct. 2nd

Buy

11,000 shares

$

3.9455

Brean Murray

Oct. 7th

Buy

2,300 shares

$

3.90

Brean Murray

Oct. 20th

Buy

1,200 shares

$

2.75

Brean Murray

Oct. 24th

Buy

565 shares

$

2.6561

Brean Murray

Oct. 30th

Buy

898 shares

$

2.75

All of the above transactions were reported in the name of Evansville, who is the record holder of the Common Stock; however, Evansville had no beneficial ownership in such shares.

All of the above transactions were effected on the NASDAQ Capital Market.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Jason Young, a director of the Issuer and representative of Brean and other shareholders of the Issuer, has been appointed by the Reporting Persons, along with other shareholders of the Issuer, to effect the purposes described in Item 4 above.  The Reporting Persons may grant Mr. Young proxies to vote the Common Stock held by each Reporting Person in the event a meeting is held as contemplated in Item 4.

Except as described herein, none of the Reporting Persons, and none of the executive officers or directors of the Reporting Persons, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting or investment power over securities of the Issuer.

The information set forth under Item 4 above is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits

Exhibit 1

Joint Filing Agreement, dated November 3, 2008.

BREAN MURRAY CARRET GROUP INC.

By:

Vicali Services (BVI) Inc.

Its Director

By:

/s/ Susan V. Demers

Name:

Susan V. Demers

Title:

Director

By:

Vicali Services (BVI) Inc.

Its Director

By:

/s/ Susan V. Demers

Name:

Susan V. Demers

Title:

Director

/s/ Phyllis Quasha

Phyllis Quasha

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).