Mail Stop 4-6
October 7, 2004
Mr. Sundaresan Raja
Airbee Wireless, Inc.
President and Chief Executive Officer
9400 Key West Avenue
Rockville, MD 20850-3322
RE: Airbee Wireless, Inc.
Form 10-SB
Filed August 27, 2004
File Number: 0-50918
Dear Mr. Raja:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in response
to these comments. If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation. In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments. As appropriate, please amend your Form 10 and respond to
these comments within 10 business days or tell us when you will
provide us with a response.
Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing. We
look forward to working with you in these respects. We welcome any
questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the
end of this letter.
FORM 10-SB
General
1. Please disclose that the Company is filing this Form 10-SB on a
voluntary basis and explain the reason(s) for the filing.
2. Please note that your registration statement will become effective
by operation of law 60 days after it was filed. Once a registration
statement becomes effective, you are responsible for filing quarterly
and other reports required by Section 13 of the Securities Exchange
Act of 1934. We also may continue to review your registration
statement after the effective date.
3. Discuss the effect of the reporting obligation with the Commission
on Airbee.
4. We note that your web site, www.airbee.com, includes pictures of
PDAs and cars that presumably will be the types of products that will
utilize your products. However, it does not appear that your products
are used in any products currently for sale. Also, it does not appear
that you have agreements to use your products in any of the items
pictured on your web site. Accordingly, the information on your
website appears to be inconsistent with your registration statement.
Please revise your registration statement to reflect a consistent
presentation of the information on your web site or supplementally
advise of the basis for the information on your web site.
5. We note that certain of your press releases have been prepared by
the WSSCR. We also note that the WSSCR has been hired as a consultant
and has been paid by a third party for the publication and circulation
of these press releases. Supplementally identify the third party that
paid the WSSCR for the publication and circulation of the press
releases. Also, tell us the relationship of this third party and the
compensation that has been paid to the WSSCR.
PART I
Item I. Business, p.1
General
6. The discussion relative to your product and your present and
proposed activities should be revised to provide disclosure of the
specific product you have developed, the precise activities to be
engaged in, each material event or step required in the start-up
operations until revenues are generated, the material risks,
conditions or contingencies to the achievement of those events or
steps and the manner for conduct of business following commencement of
operations. For each present or proposed activity, please furnish a
timetable for the commencement of revenue generating activity. In
this regard, we note that it does not appear that Airbee`s products
are currently used in any existing products. Rather, it appears that
you have working models of your products that are not yet compatible
with any hardware platforms. Please revise your disclosure to clearly
state the stage that your products are in and the events that need to
take place for Airbee to be in a position to commence purchase orders.
This disclosure should include both development and financial
requirements.
7. Please provide the location of Airbee`s website.
8. Please consistently present your stock and par value information on
a post-split basis. Also, disclose that you are using calculations
that take into account the effect of the stock split.
9. We note that Airbee acquired Connexus Technologies and its wholly
owned subsidiary in October of 2002. Please disclose additional facts
regarding the background of the acquisition. For example disclose the
purpose of the acquisition and its material terms. See Item 101(a)(3)
of Regulation S-B. We assume that there was no affiliation between
Airbee and Connexus Technologies, please supplementally confirm.
Also, revise your Item 701 disclosure to include all requirements
including the exemption relied upon for the Connexus acquisition and
the facts that make the exemption available.
Products, p. 2
You disclose that you can leverage the widespread market awareness
created by Bluetooth but offer similar products at less than half of
the cost, three times the operating range and better reliability.
Please explain the basis for your belief. You should provide specific
support for each claim, including the basis of your belief in light of
the fact that you only have product models. Similarly, you disclose
that your products are highly customizable, consistently reliable,
have a very compact software code size and are platform agnostic.
Specifically explain the basis for your disclosure, including
disclosure to support your claim that you products are highly
customizable and consistently reliable.
10. We refer you to the UltraLite Product Portfolio table on page 2.
Please revise to more clearly explain the purpose of the table and
information it is trying to convey. For example, explain how the
peer-to-peer and Star protocols function. Also, explain the term
"completed," in light of the fact that you are in the process of
placing your software onto several hardware platforms.
11. We note that you refer to ZigBee-compliant programs throughout the
"Business" section. However, you disclose in the UltraLite Product
Portfolio table on page 2 that that your ZigBee enabled protocols are
in development. Please revise to reconcile your statements. Which of
your products are currently ZigBee-compliant? Also, considering you
are still developing the ZigBee enabled protocols, explain the basis
for your belief that your products will have similar battery life to
other ZigBee compliant products.
12. We refer to the expected application areas on page 3 and 4. To
the extent that Airbee does not have specific plans to develop within
these application areas, your disclosure appears to be speculative.
Your disclosure regarding the application areas in which your products
will be applied should be consistent with the budget discussed in your
plan of operations.
Business Strategy Evolution, p.5
13. We refer you to prior comment 6. Please provide support for the
statement that your "products are better, faster and less expensive
than [y]our competitors products" and the bullet points that follow.
For each bullet point, explain the basis for your belief that your
statements are currently accurate. For example, how did you determine
that Airbee`s products are 60% less expensive than comparable
alternatives? Which comparable alternatives are you referring to?
Where did you compile this information to make your calculations and
draw your conclusions? Also, supplementally provide support that
Airbee`s models are 22 times faster than Bluetooth.
14. You state a reliance on "the quality assurance programs and
internal monitoring of quality control of our customers." Please
discuss your quality assurance programs in light of the fact that it
does not appear that microprocessor manufacturers and OEM
manufacturers are currently using your products.
Competition, p.5
15. You compare your products to Bluetooth in numerous part of your
registration statement. However, you disclose that you only have two
direct competitors. Please disclose the basis for your belief and
reconcile your disclosure. Do you believe that the market for
licensing ZigBee-complaint applications is not convergent with the
licensing of Bluetooth technology? If so, advise why your "Business"
section refers to Bluetooth technology in many respects. Also, please
discuss in greater detail your relative position in the current market
in which you operate and your methods of competition. See Item
101(b)(4) of Regulation S-B.
Research and Development, p. 5
16. You disclose that $1.4 million was spent on product development,
however, the financial statements disclose that only $108 thousand had
been expensed as research and development. Reconcile these amounts.
Additionally, the compensation and professional fees expense caption
on your statement of operations should be removed and those expenses
should be allocated among cost of sales, research and development, and
selling, general and administrative expenses.
Intellectual property, p. 5
17. You indicate success is dependant on your "unique technology some
of which is patent pending and some of which has yet to be filed for
patent protection." Please further describe any other patents held by
your company besides the "first patent." Please confirm there are no
additional patents pending and if applicable provide more details on
anticipated patents.
18. Please supplementally advise that your product models do not
utilize any of Mr. Satagopan`s eight published patents. In this
regard, confirm you have no agreements with Mr. Satagopan`s concerning
any of his eight published patents.
Governmental Approvals, p.6
19. Please supplementally advise what vendor/vendee dynamic occurs
that ensures licensees or OEMs will be responsible for any government
approvals. What change in conditions or relationships might require
Airbee to obtain requisite governmental approvals?
Item 2. Management`s Discussion and Analysis or Plan of Operation, p.6
Overview, p. 6
20. Your disclosure indicates that you have signed several licensing
and joint development agreements with prospective clients and are in
the process of placing your software onto five different hardware
platforms. In conjunction with comment 27 please expand on these
relationships by including a more detailed discussion that, if
material contains discussion points including the following:
a. What services will you provide to them and they to you? Are there
any agreements for the provision of any hardware, technical support,
consulting, and marketing?
b. What are the material terms? Are there any covenants or other
arrangements that would affect capital expenditures?
c. Supplementally confirm that these agreements are not material and
would not need to be attached as an exhibit.
21. Please also confirm that you do not have any plans, proposals or
arrangements for any material acquisitions in the next twelve months
or specific agreements for new sources of funding.
Results of Operations, p. 7
22. Your disclosure states no "material changes to the financial
condition of the Company between Fiscal 2002 and Fiscal 2003." Your
balance sheet indicates a nearly seven hundred thousand dollar
increase in net loss on similar revenues. Please reconcile the
disclosures.
23. Your disclosure indicates alterations in revenues due to
termination of your third party consulting endeavors. Please describe
the nature of the consulting, including any consulting for current
customers, or interested parties. Investors should have a clear
understanding of the operation of your business to date as well as
your anticipated operations in the future.
24. Your disclosure in this section states, "Non-operating expenses of
$411,712 were incurred with the private offering pursuant to the
Securities Act of 1933, Rule 504 of Regulation D." However, in your
statement of cash flows, it appears that you list the same expense as
an inflow from operating activities. Further, the amount does not
appear to be recorded as a non-operating expense in your financial
statements of operations. Supplementally advise and revise your
disclosure to reconcile with your financial statements.
Liquidity and Capital Resources, p. 7
25. We note nowhere in your disclosure is a statement that cash would
be sufficient for you to continue your operations for at least the
next twelve months. Please disclose how you will be able to continue
your operations for such period with the $119,629 that you currently
have. In this regard, you should clearly disclose the funds needed
over the next 12 months. We note that since inception that you have
had negative cash flows to date. Please provide detailed disclosure
regarding your plan of operation, which should consider the
possibility that you receive minimal additional funding. Your plan of
operation should explain each present and proposed activity and the
precise activities to be engaged in, each material event or step
required in the start-up of your operations until revenues are
generated and the conditions or contingencies to the achievement of
those events. This disclosure should include a discussion of the
relationship between the development of your products or services,
marketing of each product or service and the number of employees you
hire and the additional funds you receive over the next 12 months.
See Item 303(a) of Regulation S-B.
26. In conjunction with comment 21, you should provide the financial
ramifications of the several licensing and joint development
agreements. Please provide a detailed accounting of the costs
necessary to complete the development and what related revenue
enhancements and associated expenditures will result. Also, please
update this information as of the soonest practicable date to filing
your amended form as we are now well into the third quarter of 2004.
27. Please disclose how the current and future development of Ultra
Wide Band products will affect the company`s plan of operation.
28. Your disclosure discusses hiring "additional marketing personnel"
to cover varied geographic markets. Are new hires contractors? Where
will the basis of operations be? Will these hires be in addition to
the three anticipated hires mentioned in the previous statement.
29. Please coordinate your disclosure on the discussion for
"meaningful injection of growth capital" with your disclosures on
Liquidity and Capital Resources. Please describe the possible sources
of additional capital.
30. Please elaborate on your relationship with and the nature of
investment by Dolphin Bay Capital, Inc. Your disclosure indicates you
are currently in default with regards to this loan arrangement. Do you
anticipate sources of additional financing? In light of your current
default, what are the current and future repercussions from your
default?
31. A prior press release indicates a commitment of one million
dollars for the property in Chennai, India. How will the expiration of
the lease and the employment of 60 engineers by year-end effect
commitments and what renovations and improvements are ongoing?
32. Please also indicate any known trends that are likely to have a
material impact on liquidity. Specifically, we do not see any
disclosures describing the effects of servicing your loan arrangements
on capital liquidity. See Item 303(b)(i) of Regulation S-B.
Item 3. Property, p. 7
33. Please disclose any future plans for renovations pursuant to Item
102(c) of Regulation S-B.
34. It appears as if you calculated that your building leases need not
be disclosed. Supplementally confirm that you do not need to provide
your leases as exhibits under Item 601(b)(10)(D) of Regulation S-B.
Item 4. Security Ownership of Certain Beneficial Owners and
Management, p. 8
35. Please confirm the accuracy of the Shares Beneficially Owned
column of the Beneficial Ownership Chart. It appears from your
disclosures that directors and officers as a group own only 44,542,991
shares.
Item 5. Directors, Executive Officers, Promoters and Control Persons,
p.9
36. Please supplementally confirm the accuracy of the disclosures
concerning your directors` identities. As of September 12, 2004 your
website lists Satya M. Akula, as a current outside director.
Item 6. Executive Compensation, p.11
Compensation of Directors, p.12
37. Please describe any compensation arrangements currently in effect
or previously with directors. See Item 402(f) of Regulation S-B.
Employment Agreements, p.12
38. For each Employment Agreement in the material terms, please
include more complete disclosure of the factors (e.g. EBITDA) that
determine the annual bonus. Also include a description of bonus
arrangements pursuant to financing achievements.
39. Please provide a standard manner for naming the President and
Chief Executive Officer throughout the document as either as Mr. Raja
or Mr. Sundaresan.
40. For Mr. Raja`s Employment Agreement material terms section please
include a discussion of the terms of his non-compete.
41. Please also disclose if Mr. Raja has been serving in his role as
director since his hire as Chief Executive Officer. Please
supplementally confirm you have included all the information required
by Item 103 of Regulation S-B.
42. What percentage of time will Mr. Sommerfeld allocate to his duties
at Airbee and will such duties affect his role as an officer?
Code of Ethics, p. 10
43. What are the current intentions of the company concerning a
business Code of Ethics? Your website appears to list a modified code
of ethics. Please reconcile your disclosure with the information
presented on your website.
Item 7. Certain Relationships and Related Transactions, p. 14
44. Reconcile the individual amounts listed that are due from
affiliates including the accrued interest because it does not equal
the outstanding balance of $600,879 as of June 30, 2004, as disclosed
here. Ensure that the amounts disclosed here reconciles to the
footnote disclosures in the financial statements and that all relevant
disclosures are included in those footnotes.
Item 8. Description of Securities, p. 14
45. Your Stock Option Plan requires administration by disinterested
persons on the Board but currently there are no outside directors.
Please reconcile the requirements with your current board structure.
46. Please supplementally disclose the terms of the 700,00 warrants
held by the former board member. Provide the same information for the
20,000 warrants held by an outside investor
PART II
Item 1. Market for Common Equity and Related Stockholder Matters, p.
16
47. Your table sets forth the high and low sales prices for the common
stock. Please follow the requirements of Item 201(a)(ii) and provide
the high and low bid prices for your common stock.
48. Your disclosure indicates 772 stockholders. However, it does not
appear that your Item 701 of Regulation S-B disclosure completely
describes the process by which you issued shares to such a large
number of stockholders. Please supplementally advise.
Item 2. Legal Proceedings, p. 17
49. Please disclose the relief sought under the Buddy Brown action and
in what State the action was commenced. See Item 103(a) of Regulation
S-B.
Item 4. Recent Sale of Unregistered Securities, p. 17
50. Please describe the services rendered in exchange for the 50,000
shares of your common stock issued to the Chief Executive Officer on
August 4, 2003. Please also disclose the value of the services
rendered in exchange for these shares.
51. On May 30, 2004 an independent director was issued 200,000 shares
and 200,000 warrants for $44,000 investment. On August 22, 2003 an
independent director was issued 200,000 shares and 500,000 warrants
for $44,000 investment. Shares were valued at $.22 for both
investments. Please explain the discrepancy.
52. Certain disclosures state "each" investor had access to
information but indicate only one person was involved. Please confirm
this information was only given to one person. Some other disclosures
use investors when only listing one independent investor, or term
shareholders with one shareholder please confirm the accuracy off all
plurals.
53. Please provide detailed information as to the nature of the David
Stocker Trust Account.
54. Please describe in greater detail the persons who invested
pursuant the June 9, 2004 Private Placement Memo. See Item 701(b) of
Regulation S-B.
55. Revise to include the 3,784,814 shares of common stock valued at
$0.1138 per share for cash and services for a total value of $430,712.
Disclose any restrictions or relationship with the investor. Describe
the type of services received in exchange for the shares of common
stock. Ensure that all transactions presented in the statements of
stockholders` deficit reconciles to this disclosure.
PART III
Index to Exhibits, p. 19
56. Please conform the exhibit table to the format set forth in Form
I-A.
57. Please file Exhibit 3.2 Certificate of Amendment (forward split)
[or form thereof] or indicate when you plan to file the amendment.
ACCOUTNING COMMENTS
Independent Auditor`s Report, Page F-2
58. Confirm that your auditor is licensed to audit in the State of
Maryland.
59. The auditor`s report titled should be revised to state "Report of
Independent Registered Accounting Firm" instead of "Independent
Auditor`s Report". See the illustrative reports listed in the
appendix to Auditing Standard No. 1, References in Auditors` Reports
to the Standards of the Public Company Accounting Oversight Board
("Auditing Standard No. 1") of the Sarbanes-Oxley Act of 2002.
Consolidated Balance Sheet, Page F-3
60. Pursuant to the Company`s articles of incorporation filed on
August 9, 2002, the par value per share of the common stock is $.0001,
however, the stockholders` deficit section of the balance sheets has
$.001 listed as the par value of the common stock. Please reconcile.
Be advised that the stock split should be presented retroactively. In
this regard, the par value should be adjusted to reflect the split for
all periods.
61. Related Party transactions should be separately identified and the
amounts should be stated on the face of the balance sheet, income
statement, and statement of cash flows (i.e., at a minimum such
amounts should be cross-reference to applicable notes). In addition,
footnote number 9 should provide more detail regarding the terms of
these notes and the reasons for issuances. Revise.
62. The amount of goodwill and intangibles assets should be separately
presented on the face of the balance sheet. See paragraphs 42 and 43
of SFAS 142.
Consolidated Statements of Operations, Page F-4
63. You have consulting revenues from software project services
provided to third parties, however, you have not presented any
corresponding amounts as cost of sales. Revise to separately identify
any corresponding amounts related to cost of sales. Ensure that the
cost of sales includes all related cost (i.e., stock-based
compensation).
64. In accordance with SFAS 142, revise the presentation of the
goodwill impairment loss to include this line item with operating
expenses. See paragraph 43 of SFAS 142.
65. Revise the 2002 earnings per share amounts to give retroactive
recognition to the stock split in accordance with SFAS 128.
Statement of Stockholders Deficit, Page F-6
66. Revise the audited and interim financial statements and other
relevant sections of the filing to retroactively restate for the
effect of the stock split.
67. Revise to show all shares of common stock issued for cash and
services as separate line items in the Statement of Stockholders`
Deficit. Ensure that your presentation complies with paragraph 11 (d)
of SFAS 7.
Statement of Cash Flows, page F-7
68. Explain why the $127,974 charge was labeled as "Services provide
for equity" instead of "Impairment of the Goodwill". Revise.
Additionally, remove line items where there is no activity.
69. The effect of the "Net change in net assets in acquisition of
Connexus" on operating assets should be included in the changes in
operating assets.
70. Revise and separately disclose the amount of cash consideration
paid and equity issued in connection with the acquisition of Connexus
Technologies Pte. Ltd. In this regard, you should provide disclosure
of non-cash investing and financing activity for this acquisition.
See paragraph 32 of SFAS 95.
Note 1 - Organization and Basis of Presentation, Page F-9
71. Revise to disclose whether you operate in one or more operating
segments. See paragraph 10 of SFAS 131. Ensure that you provide
disclosures required by paragraphs 37 and 38 of SFAS 131.
Note 2 - Summary of Significant Accounting Policies
Principles of Consolidation, Page F-9
72. Revise to clearly disclose your accounting policies for accounting
for foreign currency translation. Explain how you have identified the
functional currency. Indicate why the gain on foreign currency is
reported in other-comprehensive income instead of in net losses. See
Appendix A of SFAS 52.
Revenue Recognition, Page F-10
73. It appears that many of your sales for software arrangements will
involve multiple elements. Tell us and revise your disclosure to
describe all the elements that will be included in each type of sales
transaction, such as product services, outsourcing, support, and
software. Disclose the revenue recognition policy for each of the
elements and the criteria you will consider in determining how to
allocate and when to recognize revenue.
74. Tell us why revenue attributable to undelivered elements is based
on the average the sales price rather than on the renewal rate for
those elements. Indicate why the average sale price represents VSOE.
See paragraph 10 of SOP 97-2.
75. Tell us how you will know when the OEM ships licensed products to
its customers. Indicate that type of evidence of delivery obtained
from the OEMs. Describe the procedures you have in place to ensure
timely recognition of revenue.
Goodwill, Page F-12
76. Revise the heading to also refer to acquired intangible assets.
Disclose when you will test for impairment (i.e., triggering events).
Disclose how you will assess whether an impairment has occurred and
how you will measure impairment (e.g., undiscounted cash flows, fair
value). Additionally, clarify how you will test goodwill for
impairment.
77. Revise the disclosure in the notes to the financial statements for
the 2002 to include a description of the facts and circumstances
leading to the impairment. Clearly indicate the nature of the
impaired asset and the reasons for impairment. Ensure that
disclosures comply with paragraphs 46 and 26 of SFAS 142 and 144,
respectively.
Note 7 - Intellectual Property F-15
78. Describe in greater detail the acquisition of intangible assets
during 2002 and 2003. Provide us a summary of the intangible assets
that identifies the nature of each asset. For each year presented,
please clarify the amount of software costs being capitalized in
accordance with FAS 86, if any. Tell why no amortization expense
appears in cost of sales for capitalized software costs.
79. Please clarify what intellectual property has been valued on the
basis of the discounted cash flow method. It appears that analysis
was performed to determine the fair value of the intellectual
property, however, the intellectual property should be recorded at
cost not fair value. Explain why this information has been included
in the financial statements. Since this information is unaudited, it
should be removed.
Note 8 - Acquisitions, Page F-15
80. Revise the disclosure to include the following as required by
paragraphs 51 and 52 SFAS 141:
a. A brief description of the acquired Company and the percentage of
voting interests acquired.
b. The primary reason for the acquisition, including a description of
the factors that contributed to a purchase price that results in
goodwill.
c. The period for which the results of operations are included in
income/expense of the combined entity. The amount of cash actually
paid for the entity. It is not clear from your disclosure how much
cash was actually paid for the acquisition of Connexus Technologies
Pte. Ltd.
d. The amount of contingent payments, options, or commitments
specified in the acquisition agreement and the accounting treatment
that will be followed should any such contingency occur.
81. Tell us why financial statements were not provided for Connexus
Technologies Pte. Ltd. Provide us with your significant test for the
Connexus Technologies Pte. Ltd acquisition. See Item 310(c) of
Regulation S-B. Alternatively, it appears that Connexus might be a
predecessor company and therefore audited financial statements will be
required from January 1, 2002 through August 8, 2002. If additional
financial statements are required, consider withdrawing the Form 10-SB
since it will automatically become effective 60 days from the date
filed.
Note 11 - Stockholder`s Deficit, Page F-16
82. Tell us why the treasury stock in the cashless exercise of stock
options was recorded at $0.50. Tell us how you are accounting for
these exercises. Identify the literature that supports your
accounting.
83. We noted that shares of common stock, stock options, and warrants
appear to be issued at discounts from the fair market value of the
common stock. Provide a schedule of common stock issued and stock
options granted in chronological order as follows: a) the issuance
date or grant date, b) the common stock holder or stock option holder,
c) the number of shares of common stock and/or stock options granted,
d) the price per share paid or exercise price, e) the fair value of
the common stock on the issuance date or grant date, and f) the amount
of deferred compensation expense recognized for each share of common
stock, stock options and warrants. Tell us the objective evidence and
analysis, which supports your rationale and determination of the fair
market value at the different grant dates. Discuss the nature of any
significant events that caused movements in the fair value of the
common stock. The staff looks to objective evidence as the best
support for the determination of fair market value. Examples of
objective evidence include transactions with third parties involving
issuances or repurchases of stock for cash.
84. In accordance with FAS 123, revise the disclosure for the stock
option plan to include the following in each year an income statement
is presented: a) a description of the vesting requirements, b)
total compensation cost recognized in income for stock-based
compensation, c) the weighted-average exercise price of options
currently exercisable, and d) the weighted-average contractual life
of the outstanding stock options.
85. Reconcile the total amount of warrants exercisable to the
information contained in Part II: Item 4- Recent Sales of
Unregistered Securities. Ensure that all the equity transactions
reconcile to Part II: Item 4.
86. Revise the pro forma disclosures on a per share basis to give
retroactive recognition to the stock split.
Note 12 - Commitments and Contingencies, Page F-18
87. Revise you commitments and contingencies note to include operating
leases for facilities. Summarize the significant terms of the
agreements.
88. Tell us if you are required to make any minimum payments under
your agreement with the ZigBee Alliance. Summarize the significant
terms of the agreements.
Note 13 - Going Concern, Page F-18
89. Revise your disclosure to include a more detailed discussion
regarding management`s operating and financing plan. The disclosure
should include a viable plan capable of removing the threat to the
continuation of the business. Include your reliance on loans from
related parties and their ability to continue to fund your operations.
Address the use of equity securities to fund operations and your
ability and the effects of using this consideration to pay for
services. Revise your MD&A discussion to provide similar disclosures.
Note 14 - Subsequent Events, Page F-19
90. Tell us why the $569,288 for the 4,999,240 shares of common stock
issued in January 2004 does not agree with the amount $999,848 listed
in Part II: Item 4-Recent Sales of Unregistered Securities.
* * * *
We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require. Since the
company and its management are in possession of all facts relating to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comment, please provide, in
writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comment on your filing.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information. Detailed cover letters greatly facilitate our review.
Please file your letter on EDGAR. Please understand that we may have
additional comments after reviewing your amendment and responses to
our comments.
You may contact Morgan Youngwood at (202) 942-5531, or Stephen
Krikorian, Accounting Branch Chief at (202) 942-4310, if you have any
questions regarding comments on the financial statements and related
matters. Please contact Adam Halper at (202) 842-5523, or Jeffrey
Werbitt at (202) 942-1957 with any other questions.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Brian A. Pearlman
Adorno & Yoss
350 East Las Olas Boulevard
Suite 1700
Fort Lauderdale, Florida 33301
Airbee Wireless, Inc.
Form 10-SB
Page 1