-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QtzYU4zuo03AIy+8vZnOF5W0Rl5LFKZwyshSoZaFTMccWGTKzwLXQM32inIspixJ GOrEgNnzW+HLP30cBrWanA== 0001144204-06-053959.txt : 20061221 0001144204-06-053959.hdr.sgml : 20061221 20061221170635 ACCESSION NUMBER: 0001144204-06-053959 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061221 DATE AS OF CHANGE: 20061221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Airbee Wireless, Inc. CENTRAL INDEX KEY: 0001297533 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 460500345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-137715 FILM NUMBER: 061294053 BUSINESS ADDRESS: STREET 1: 9400 KEY WEST AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 301-517-1860 MAIL ADDRESS: STREET 1: 9400 KEY WEST AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20850 RW 1 v061090.htm Unassociated Document
Airbee Wireless, Inc.
9400 Key West Avenue, Suite 100
Rockville, MD 20850
(301) 517-1860

December 21, 2006

VIA EDGAR

United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549

Re:          Airbee Wireless, Inc.
Registration Statement on Form SB-2 filed on September 29, 2006, as amended October 2, 2006 and as further amended November 17, 2006
File No. 333-137715

Ladies and Gentlemen:

Pursuant to Rule 477(a) under the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), please consider this correspondence as an application to the United States Securities and Exchange Commission (the “Commission”) for an order permitting Airbee Wireless, Inc. (the “Registrant”) to withdraw the Registration Statement on Form SB-2 filed by the Registrant on September 29, 2006. The Registrant is requesting withdrawal because the Registrant has determined that the Stock Purchase Agreement between the Registrant and Montgomery Equity Partners has conditions precedent which has not been completed and as such, the registration statement cannot be made effective.

No securities were sold in connection with the Registration Statement. The Registrant respectfully requests that, in accordance with the provisions of Rule 477(a) under the 1933 Act, the SEC issue an order granting the desired withdrawal.

The Registrant further requests that all fees paid to the Commission with the filing of the Registration statement be credited for future use in accordance with Rule 457(p) of the Securities Act.

If you have any questions or comments regarding the foregoing application for withdrawal, please contact Brian A. Pearlman, Esq., legal counsel to the Registrant at 954- 713-7615. Please provide a copy of the order consenting to this withdrawal to Mr. Pearlman by Facsimile at 954-713-7715.

Sincerely,



/s/ E. Eugene Sharer__________
E. Eugene Sharer
President and Chief Operating Officer 

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