-----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, RoZgFwz03Bk7oZ/IWDp44QJzX1dsoCZV/X4UN0X7Lx8iNBuP6POmMj4gSI/yGK0a x5pZzggAEkk3/i9jfxuMfg== 0001144204-08-001196.txt : 20080108 0001144204-08-001196.hdr.sgml : 20080108 20080108162857 ACCESSION NUMBER: 0001144204-08-001196 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071129 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20080108 DATE AS OF CHANGE: 20080108 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50918 FILM NUMBER: 08518081 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 8-K 1 v099115_8k.htm

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 (Date of Earliest Event Reported):
 
November 29, 2007
 
Airbee Wireless, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
000-50918
46-0500345
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
 
 
9400 Key West Avenue, Rockville, Maryland
 
20850
_________________________________
(Address of principal executive offices)
 
___________
(Zip Code)

 
 
 
Registrant’s telephone number, including area code:
 
301-517-1860
 
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: 
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 1.02 Termination of a Material Definitive Agreement.
 
On January 2, 2008 the Company issued a common stock recall notice to Mercatus & Partners Limited ("Mercatus") which recalls 33,334,000 shares of restricted stock issued to Mercatus pursuant to Section 5.15 of the Restricted Equity Purchase Agreement ("REPA") executed in May 2007 because Mercatus did not tender the purchase price for the common stock. Mercatus was required to fund the REPA within 30 days of the execution date after which the Company had the option to recall the shares.

On November 29, 2007 we received notice from Golden Gate Investors, Inc. pursuant to a certain 8.75% Convertible Note in the principal amount of $350,000 and a Stock Pledge Agreement, both dated October 5, 2007, that an Event of Default had occurred pursuant to terms of each document. The Event of Default occurred when the closing price of the Company’s common stock fell to $0.05 per share on November 23, 2007. Golden Gate may move to take control of the Pledged Collateral and may proceed to sell the Pledged Collateral. The proceeds of such sale may be applied to the amounts due under the Note and to the Note Liquidated Damages, if any.
 
The Company is actively exploring strategic alternatives to satisfy its capital requirements.
 
 
SIGNATURES
 
 
Pursuant to 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.
 
     
 
Airbee Wireless, Inc.
 
 		  
 		  
 
January 8, 2008
By:
E. Eugene Sharer
 
Name: E. Eugene Sharer
 
Title: President
 
 
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