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): July 31, 2008

Airbee Wireless, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	333-142719	460500345
_____________________ (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 1.01 Entry into a Material Definitive Agreement.

On July 31, 2008, the Company entered into Amendment No. 3 to the Debenture and Warrant Purchase Agreement dated January 31, 2008 (the "Agreement") which added Bartman Bros., a California General Partnership, to the investor list for traunch number three of the Agreement. The Company also executed Amendment Number One to the Security Agreement which added Bartman Bros. to the list of secured parties under this Security Agreement. Pursuant to Amendment No. 3 which is attached as an exhibit, Bartman Bros. assumed the previously funded third traunch ($401,157) from the other listed investors and the third traunch was increased by $500,000 which can be funded through October 31, 2008. At the amendment date, $170,000 was funded.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 5, 2008, Mr. G. R. Mohan Rao submitted his resignation from the Board of Directors. Although only recently appointed to the Board, the Company has worked with Mr. Rao over the past year and values his technical assessments of the Company's products and technical strategy highly. It expects to continue its association with Mr. Rao in the future.

Item 9.01 Financial Statements and Exhibits.

Exhibit 1 - Amendment Number 3 to the Debenture and Warrant Purchase Agreement
Exhibit 2 - Amendment Number 1 to the Security Agreement

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 7, 2008	By:	E. Eugene Sharer
		Name: E. Eugene Sharer
		Title: President & Secretary

Exhibit Index

Exhibit No.	Description
1	Amendment No 3 Bartman Debenture and Warrant Purchase Agreement
2	Amendment No. 1 to Bartman Security Agreement

EX-1

Amendment No. 3 to Debenture and Warrant Purchase Agreement

This Amendment No. 3 to Debenture and Warrant Purchase Agreement (the “Agreement”) is effective as of July 31, 2008, by and between Airbee Wireless, Inc., a Delaware corporation (the “Company”) and each of the persons or entities listed on the signature page hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms used herein that are not defined shall have the meaning ascribed to them in the Purchase Agreement.

RECITALS

1. The Company and the Investors, except for Bartman Bros. a California General Partnership (“Bartman Bros.”), entered in that certain Debenture and Warrant Purchase Agreement dated as of January 30, 2008, as amended by Amendment No. 1 to Debenture and Warrant Purchase Agreement effective as of February 8, 2008 and Amendment No. 2 to Debenture and Warrant Purchase Agreement effective as of April 15, 2008 (the “Purchase Agreement”).

2. Amendment No. 2 amended and restated Section 1.4(c) of the Purchase Agreement to read as follows.

“(c) Third Closing. The Investors may, at their sole option, lend to the Company up to an additional Four Hundred and One Thousand One Hundred and Fifty Seven Dollars ($401,157.00) on the same terms and conditions as the Warrants and Debentures issued at the Initial Closing and Second Closing (the “Call Option”), provided, that the Investors shall notify the Company in writing of their intent to exercise their Call Option (the “Call Option Exercise Notice”) no later than ten (10) calendar days following (i) the tenth (10th) calendar day following delivery to the Investors of documentation that establishes, to the reasonable satisfaction of the Investors, entry into one or more license agreements that will generate in the aggregate Three Hundred Thousand Dollars ($300,000.00) in revenues, or (ii) the sixth month anniversary of the date of this Agreement, whichever occurs earlier, and stating the aggregate amount of funds to be lent to the Company. The purchase and sale of the Third Tranche Debentures and issuance of the Third Tranche Warrants shall take place via exchange of electronic or facsimile signature pages thereto (with originals to be mailed as soon as practicable thereafter) no later than five (5) business days following the Company’s receipt of the Call Option Exercise Notice (the “Third Closing”). At the Third Closing, the Company shall deliver to the Investors the Third Tranche Debentures and the Third Tranche Warrants against payment of the purchase price therefor by check payable to the Company or by wire transfer to the bank and account designated by the Company on Exhibit C attached hereto.”

3. On May 29, 2008, the Investors fully funded the additional Four Hundred and One Thousand One Hundred and Fifty Seven Dollars ($401,157.00) (the “Initial Third Tranche Amount”) and are awaiting delivery by the Company of the Third Tranche Debentures and Third Tranche Warrants due to them as a result of their funding the Initial Third Tranche Amount.

4. The Company and the Investors wish to amend the Purchase Agreement to (i) increase the amount of investment in the Third Closing that the Investors may but are not required to make in the Company, and (ii) add Bartman Bros. as an “Investor” as that term is defined in the Purchase Agreement.

NOW THEREFORE, the parties hereby agree as follows:

AGREEMENT

1. Schedule I is hereby amended to include Bartman Bros. as an Investor as such term is defined in the Purchase Agreement and any amendments thereto.

2. Section 1.1 (iii) is hereby amended and restated in its entirety to read as follows:

“(iii) secured convertible debentures, substantially in the form attached hereto as Exhibit A, up to the maximum aggregate principal amount of Nine Hundred One Thousand and Fifty-Seven Dollars ($901,157.00), and in the individual principal amounts as set forth on Schedule I, as amended, opposite each Investor’s name at the Third Closing (as defined below), against payment by the Investors to the Company of the principal amount thereunder (the “Third Tranche Debentures” and together with the First Tranche Debentures and Second Tranche Debentures, the “Debentures”). The shares of common stock of the Company, par value $0.00004 per share (“Common Stock”) issuable upon conversion of the Debentures are referred to herein as the “Conversion Shares.”

3. Section 1.4(c) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(c) Third Closings. One or more of the Investors in any combination, may from time to time, at their sole option, lend to the Company up to Nine Hundred One Thousand and Fifty-Seven Dollars ($901,157.00) (the “Third Tranche Maximum Investment Amount”)(the Third Tranche Initial Amount has already been received by the Company as of the date hereof) on the same terms and conditions as the Warrants and Debentures issued at the Initial Closing and Second Closing (the “Call Options”), provided, that the Investors shall notify the Company in writing of their intent to exercise their Call Option, which Investors are exercising the Call Option and the amount being invested by each Investor (the “Call Option Exercise Notice”) no later than October 31, 2008. In the alternative, actual payment to the Company by any Investor shall constitute a valid Call Option Exercise Notice if such payment(s) are received by the Company on or prior to October 31, 2008. The purchase and sale of the Third Tranche Debentures and issuance of the Third Tranche Warrants shall take place via exchange of electronic or facsimile signature pages thereto (with originals to be mailed as soon as practicable thereafter) no later than five (5) business days following the Company’s receipt of the Call Option Exercise Notice or actual payment to the Company by any Investor as provided for above. The Company shall immediately deliver to the Investors the Third Tranche Debentures and the Third Tranche Warrants against payment of the purchase price therefore by check payable to the Company or by wire transfer to the bank and account designated by the Company on Exhibit C, a copy of which is attached hereto. The right to make additional investment pursuant to this Section 1.4(c), and the closing thereof (the “Third Closing”) shall end on the earlier of (i) October 31, 2008, or (ii) upon receipt by the Company from the Investors of the Third Tranche Maximum Investment Amount.”

4. Transfer of Debentures and Warrants to Bartman Bros. Each Investor that participated in investing the Third Tranche Initial Amount in the Company hereby notifies the Company of its desire to transfer its Third Tranche Debentures and Third Tranche Warrants to Bartman Bros. The Company hereby consents to the transfer of the Third Tranche Debentures and Third Tranche Warrants to Bartman Bros. Each Investor that participated in investing the Third Tranche Initial Amount in the Company hereby transfers, assigns and conveys all of its right, title and interest to the Third Tranche Debentures and Third Tranche Warrants to Bartman Bros. Bartman Bros. hereby agrees for the benefit of the Company to be bound by the Purchase Agreement, as the same may be amended from time to time. The Company shall issue or reissue the Third Tranche Debentures and Third Tranche Warrants to Bartman Bros.

5. Acceptance of Bartman Bros. By the parties’ signatures hereto, Bartman Bros. is hereby admitted as an “Investor” and the Company hereby agrees that Bartman Bros. shall enjoy all of the rights, preferences and privileges provided for in the Purchase Agreement as if it had been a party to all of the prior agreements between the Investors and the Company.

6. General Provisions.

6.1 Applicable Law. This Agreement shall be governed by the internal laws (and not the law of conflicts) of the State of New York.

6.2 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

6.3 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

6.4 Notices. Unless otherwise expressly provided, any notice required or permitted under this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by telegram or fax, or five (5) days after deposit with the United States Postal Service, by certified or registered mail, with postage prepaid, addressed to the party to be notified at such party’s address as set forth below, or on the signature page, or as subsequently modified by written notice:

The Company:

Airbee Wireless, Inc.

9400 Key West Avenue

Rockville, Maryland 20850

Attention: Eugene Sharer, President

Facsimile: (301) 517-1861

with copies to:

Stradling Yocca Carlson & Rauth

1600 Newport Center Drive Suite 1600

Newport Beach, California 92660

Attention: Shivbir S. Grewal, Esq.

Facsimile: (949) 725-4100

and

Allen & Associates LLC

12400 Wilshire Blvd Suite 1080

Los Angeles, California 90025

Facsimile: 310 371-7272

Investors:

John W. Bartman and Thomas F. Bartman

11777 San Vicente Blvd Suite 600

Los Angeles, California 90049

Facsimile: 310 826-8477

with copies to:

Samuel W. Halper, Esq.

10866 Wilshire Blvd., Suite 400

Los Angeles, CA 90024

Facsimile: 424 901-8399

and

Allen & Associates LLC

12400 Wilshire Blvd Suite 1080

Los Angeles, California 90025

Facsimile: 310 371-7272

6.5 Attorney’s Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of the Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

6.6 Amendments and Waivers. Any term of this Agreement may be amended or waived and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Investors.

6.7 Entire Agreement. This Agreement, and the documents referred to herein constitute the entire agreement among the parties hereto pertaining to the subject matter hereof, and no party shall be liable or bound to any party in any manner by any warranties, representations, or covenants except as specifically set forth herein.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 to Debenture and Warrant Purchase Agreement on July 31, 2008, and effective of the date first written above.

“THE COMPANY”

AIRBEE WIRELESS, INC., a
Delaware corporation
By: /s/ E. Eugene Sharer

Name: E. Eugene Sharer
Title: President

“INVESTORS”

BARTFAM, a California limited partnership	BARTMAN BROS., a California general partnership
By: /s/ Thomas F. Bartman	By:     /s/ John W. Bartman_
Name: Thomas F. Bartman Title: General Partner	Name: John W. Bartman Title: General Partner
Thomas F. Bartman, Managing Trustee of The William S. Bartman Marital Trust /s/ Thomas F. Bartman	Cecile Citron Bartman, Trustee of the Cecile Citron Bartman Trust /s/ Cecile Citron Bartman
Judith A. Fiskin, Trustee of the Judith A. Fiskin Trust dated April 16, 1996 /s/ Judith A. Fiskin	John W. Bartman /s/ John W. Bartman
David A. Bartman /s/ David A. Bartman	Michael T. Bartman /s/ Michael T. Bartman

Amendment No. 1 to Security Agreement

This Amendment No. 1 to Security Agreement (this “Amendment”), dated as of July 31, 2008, is made by and between Airbee Wireless, Inc., a Delaware corporation with its principal place of business located at 9400 Key West Avenue, Rockville, MD (the “Company”), and the parties signing under the caption “Secured Parties” on the signature pages hereto. The signatories hereto are referred to herein collectively as the “Parties,” and sometimes individually as a “Party.”

RECITALS

A. Certain of the Secured Parties (“Initial Secured Parties”) and the Company are parties to that certain Security Agreement dated as of January 30, 2008, a copy of which is attached hereto (the “Security Agreement”);

B. Pursuant to that certain Amendment No. 3 to Debenture and Warrant Purchase Agreement, dated as of even date herewith (the “PA Amendment”), the Initial Secured Parties have transferred and assigned a portion of the Convertible Debentures held by them to Bartman Bros., a California General Partnership (“Bartman Bros.”);

C. The Parties wish to amend the Security Agreement to add Bartman Bros. as a Secured Party and to make the other revisions provided for below.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties hereby agrees as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definition and References. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Security Agreement.

ARTICLE II

AMENDMENTS

(a) The definition of “Secured Party” set forth in the introductory paragraph of the Security Agreement is hereby amended to refer, collectively, to the Initial Secured Parties, Bartman Bros. and any other purchasers and/or holders from time to time of any Convertible Debentures, together with their respective successors and assigns.

(b) The first “Whereas” clause is deleted and replaced in its entirety with the following:

WHEREAS, the Company has issued and sold to the Secured Party and/or their predecessors-in-interest, as provided in that certain Debenture and Warrant Purchase Agreement dated as of January 30, 2008, as amended by Amendment No. 1 to Debenture and Warrant Purchase Agreement effective as of February 8, 2008, Amendment No. 2 to Debenture and Warrant Purchase Agreement effective as of April 15, 2008, and Amendment No. 3 to Debenture and Warrant Purchase Agreement effective as of July 31, 2008 (as it may be further amended, supplemented, restated or revised from time to time, the “Purchase Agreement”), and the Secured Parties have purchased, secured convertible debentures (the “Convertible Debentures”), which shall be convertible into shares of the Company’s common stock, par value $0.00004 (the “Common Stock”) (as converted, the “Conversion Shares”) in the respective amounts set forth opposite each Investor(s) name on Schedule I attached to the Purchase Agreement (as the same may be amended, supplemented or modified from time to time);”

(c) A third “Whereas” clause is inserted which shall read as follows:

“Unless specified otherwise, all capitalized terms used without definition in this Agreement shall have the meanings ascribed to them in the Purchase Agreement.”

(d) In order to correct a typographical error therein, the second sentence of Section 5.2(a) of the Security Agreement is deleted and replaced in its entirety with the following provision:

“At any sale or sales of the Pledged Property, the Secured Party may bid for and purchase the whole or any part of the Pledged Property and, upon compliance with the terms of such sale, may hold, exploit and dispose of the same without further accountability to the Company.”

(e) A new Section 6.10 of the Security Agreement is added and shall read as follows:

“Further Assurances. At any time and from time to time, or upon the request of the Secured Party, and at the sole expense of the Company, the Company shall promptly execute and deliver all such further agreements, documents and instruments and take such further action as required, necessary or appropriate under applicable law to preserve and perfect the Secured Party’s security interest in the Pledged Property and carry out the provisions and purposes of this Agreement or to enable the Secured Party to exercise and enforce its rights and remedies hereunder with respect to any of the Pledged Property. In furtherance of the foregoing, the Company shall promptly execute and deliver all such further agreements, documents and instruments, including without limitation supplements and/or amendments to this Agreement, and take such further action either as the Secured Party may request or as otherwise necessary, required, or appropriate under applicable law to obtain, preserve and perfect the liens and security interests of Secured Party in the Pledged Property. The Company agrees to maintain and preserve the Secured Party’s security interests in the Pledged Property hereunder. Without limiting the generality of the foregoing, the Company shall (a) execute and deliver to the Secured Party such financing statements as required under applicable law to obtain such perfection in favor of the Secured Party; and (b) execute and deliver to the Secured Party such other agreements, documents and instruments, including without limitation control agreements or stock powers, as required, necessary or appropriate under applicable law to perfect and maintain the validity, effectiveness and priority of the security interests intended to be created thereon by this Agreement in favor of the Secured Party. The Company authorizes the Secured Party to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Pledged Property without the signature of the Company unless otherwise prohibited by law (including, without limitation, any and all amendments to previously filed UCC-1 financing statements to reflect the addition of Bartman Bros. as a Secured Party of record by assignment).”

ARTICLE III

MISCELLANEOUS

Section 3.01 Miscellaneous.

(a) References; No Other Amendments. Each reference in the Security Agreement to “this Agreement,” “hereunder” or words of like import referring to the Security Agreement shall mean and be a reference to the Security Agreement as amended by this Amendment. Except as otherwise set forth in this Amendment, all of the terms and conditions of the Security Agreement remain unmodified and in full force and effect.

(b) Headings. Headings are for reference only and shall not be used in interpreting this Amendment.

(c) Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and entirely to be performed therein. Each of the Parties irrevocably consents that any legal action or proceeding against it under, arising out of or in any manner relating to this Amendment may be brought in the state or federal courts of the State of New York. Each of the Parties by the execution and delivery of this Amendment expressly and irrevocably assents and submits to the personal jurisdiction of such courts in any such action or proceeding. Each of the Parties further irrevocably consents to the service of any complaint, summons, notice or other process relating to any such action or proceeding by delivery thereof to it by hand or by mail in the manner provided for in the Security Agreement. Any process in any action or proceeding commenced in the courts of the State of New York or elsewhere arising out of any such claim, dispute or disagreement, must be served in the manner provided for in the Security Agreement.

(d) Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT.

(e) Counterparts; Fax Signatures. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Amendment. Delivery of an executed signature page of this Amendment by facsimile shall be effective as delivery of a manually executed signature pages of this Amendment.

IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized officers as of the date first above written.

COMPANY:

AIRBEE WIRELESS, INC.
By: /s/ E. Eugene Sharer
Name: Title:	E. Eugene Sharer President

SECURED PARTIES:

BARTFAM, a California limited partnership

By: /s/ Thomas F. Bartman

Name: Thomas F. Bartman
Title: General Partner

Thomas F. Bartman, as Managing Trustee of The William S. Bartman Marital Trust
/s/ Thomas F. Bartman

Cecile Citron Bartman, as Trustee of the Cecile Citron Bartman Trust
/s/ Cecile Citron Bartman

Judith A. Fiskin, as Trustee of the Judith A. Fiskin Trust dated April 16, 1996
/s/Judith A. Fiskin

/s/ John W. Bartman

John W. Bartman

/s/ David A. Bartman

David A. Bartman

/s/ Michael T. Bartman

Michael T. Bartman

BARTMAN BROS., a California general partnership
By:     /s/ _John W. Bartman_     

Name: John W. Bartman
Title: General Partner

Security Agreement

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