8-K

 

UNITED STATES
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): August 25, 2005

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:

[  ]  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 2.01 Completion of Acquisition or Disposition of Assets.

On August 25, 2005, the Company and its subsidiary, Airbee Automotive Group (d.b.a. Identity), agreed to enter into a rescission agreement with Daniel Nelson and Identity, Inc. whereby the Company agreed to rescind its acquisition of Identity, Inc. which was acquired on May 2, 2005. The Company issued Daniel Nelson 7,692,808 shares of its restricted common stock in exchange for Identity. Mr. Nelson has agreed to return all shares of common stock received from the Company. The Company has had difficulty satisfying the management and financial requirements of the Identity and as a result of such demands, agreed to enter into a rescission agreement. The management time demanded by Identity and the cash flow needs were more than anticipated by the Company at the time of the merger. Therefore, the Company has decided to concentrate its efforts on its core technology business in embedded wireless software. The stock issued to Mr. Nelson for the acquisition of Identity shall be returned to the Company. The par ties have not entered into a definitive rescission agreement. The definitive rescission agreement will be filed by an amendment to this report.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 29, 2005, our Chief Financial Officer, Richard P. Sommerfeld, Jr. tendered his resignation. Mr. Eugene Sharer will act as interim Chief Financial Officer until a replacement is identified.

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.
August 31, 2005	By:	Eugene Sharer
		Name: Eugene Sharer
		Title: President and Chief Operating Officer

Exhibit Index

Exhibit No.	Description
1	Rescission Agreement

EX-1

RESCISSION AGREEMENT

After discussion, it has been agreed that the AAgreement and Plan of Merger@ dated May 1, 2005, and any schedules or documents related thereto, between Identity, Inc., Daniel R. Nelson, Airbee Wireless and Airbee Automotive Group, Inc. is hereby rescinded. Mr. Nelson=s and Identity=s obligations to complete the rescission shall be to return all of the stock which Mr. Nelson has received or would receive under that agreement, as well as providing the releases referred to below. Any rights, entitlements or obligations which would naturally have belonged to Identity prior to the merger, will belong to Identity. For example, Identity will replace Airbee in relation to PFK and will be responsible for any sums owed that entity. In turn, Identity will be entitled to sales from product. The parties agree to effect any documentation, including but not limited to written assignments, necessary to effect this rescission. As a material part of this rescission, the parties hereto, Identity Inc., Daniel R. Nelson, Airbee Wireless, and Airbee Automotive Group, Inc., including the officers, directors and shareholders, thereof, shall give and receive complete and mutual releases as to any and all claims or causes of action arising out of or related to the merger. It is agreed, notwithstanding this rescission, that the parties will continue in good faith to work towards a licensing agreement or such other relationship that would contemplate incorporation of Airbee technology into the Identity product.

This writing is intended to be and is an enforceable agreement. Its enforceability is not subject to any further agreement or writing, notwithstanding that the parties understood that it is likely that a more detailed document may be prepared. It is agreed that this writing may enforced in any court of competent jurisdiction and pursuant to any statute which may exist in that jurisdiction providing for enforcement, including but not limited to California Code of Civil Procedure ' 664.6 or any similar statute which may exist in that jurisdiction.

The parties below, by signing this document, agree to its terms on behalf of themselves and/or the entities upon whose behalf they have signed and represent that they have authority, including but not limited to Board of Directors approval, to enter into this agreement. This agreement may be signed in counterparts. A signature on a facsimile copy of this writing shall be as good as an original

DATED:     08/25/2005	BY:      /s/ Daniel R. Nelson
	Daniel R. Nelson
DATED:     08/25/2005	BY:      /s/ Daniel R. Nelson
	Identity Inc. by Daniel R. Nelson
DATED:     08/25/2005	BY: /s/ S. Raja for Eugene Sharer

On behalf of Airbee Automotive Group, Inc.

DATED:      08/25/2005     BY:      /s/ S. Raja     

On behalf of Airbee Wireless