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ABEW -- Airbee Wireless, Inc.
Com
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
Sommerfeld Richard Jr. 2. Issuer Name and Ticker or Trading Symbol
Airbee Wireless, Inc. [ ABEW ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
__ X __ Officer (give title below) _____ Other (specify below)
employee
(Last) (First) (Middle)
P.O. BOX 4089 3. Date of Earliest Transaction (MM/DD/YYYY)
8/22/2005
(Street)
LEESBURG, VA 20177
(City) (State) (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 2. Transaction Date (MM/DD/YYYY) 2A. Deemed Execution Date, if any (MM/DD/YYYY) 3. Transaction Code
(Instr. 8) 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YYYY) 3A. Deemed Execution Date, if any (MM/DD/YYYY) 4. Transaction Code
(Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 8. Price of Derivative Security
(Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Airbee Wireless $0.494 8/22/2005 8/25/2005 A 77300 9/1/2003 8/31/2007 common 200000000 $0.045 1643005 D
Airbee Wireless $0.498 8/23/2005 8/26/2005 A 2500 9/1/2005 8/31/2005 common 200000000 $0.045 1640505 D
Airbee Wireless $0.616 8/24/2005 8/29/2005 A 27500 9/1/2003 8/31/2007 common 200000000 $0.045 1613005 D
Explanation of Responses:
Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sommerfeld Richard Jr.
P.O. BOX 4089
LEESBURG, VA 20177
employee
Signatures
Richard P. Sommerfeld, Jr. 8/31/2005
** Signature of Reporting Person Date
ABEW -- Airbee Wireless, Inc.
Com
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))
Top of the Form
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 parties 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.
