Securities and Exchange Commission
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Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities and Exchange Commission
Date of Report (Date of earliest event reported): May 24, 2004.
AirRover Wi-Fi Corp.
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(Exact name of registrant as specified in its charter)
Delaware 33-19961 01-0623010
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
5555 Hilton Avenue, Suite 207, Baton Rouge, Louisiana 70808
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (225) 923-1034
Air-Q Wi-Fi Corporation
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(Former name or former address, if changed since last report)
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Form 8-K
Air-Q Wi-Fi Corporation
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Item 5. Other Events and Regulation FD Disclosure.
Change in Corporate Name.
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Effective May 24, 2004, a change in our corporate name occurred. On that date,
we became known as "AirRover Wi-Fi Corp."
The corporate name change was approved by a majority of our shareholders, acting
by written consent without a meeting.
Press Release
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On May 25, 2004, we issued the press release reproduced below:
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Air-Q Wi-Fi Changes Name to "AirRover Wi-Fi Corp."
Baton Rouge, LA - May 25, 2004 - Air-Q Wi-Fi Corporation (OTCBB: AQWF), a
Wi-Fi (wireless fidelity) Internet access provider, announced today that
it has changed its corporate name to "AirRover Wi-Fi Corp." The company
anticipates that its trading symbol will change in the near future.
About AirRover Wi-Fi Corp.
AirRover Wi-Fi Corp. (formerly Air-Q Wi-Fi Corporation) is a
development-stage company that develops and operates wireless Internet
access systems. It provides Wi-Fi Internet access in Louisiana, Arizona,
Maryland, Pennsylvania and Washington, D.C. AirRover's "Wi-Fi" (hotspot)
Internet access system operates on a platform comprised of Wi-Fi standard
equipment that has been configured in a proprietary manner. The term
"Wi-Fi" (wireless fidelity) refers to an industry standard for wireless
equipment that meets published 802.11(x) standards. Wi- Fi equipment
operates in unlicensed spectra, such as 2.4 and 5.8 Ghz. AirRover's
business plan focuses on the marketing of its wireless Internet access
services to businesses and residential customers, as well as to visitors
to its markets with Wi-Fi compatible laptop computers and other wireless
devices.
Forward-Looking Statements
Certain statements in these interviews and news releases may constitute
"forward looking" statements within the meaning of Section 21E of the
Securities Exchange Act of 1934. Such forward looking statements involve
risk, uncertainties, and other factors, which may cause the actual
results, performance, or achievement expressed or implied by such forward
looking statements to differ materially from the forward looking
statements. Certain statements contained in the interviews are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements involve numerous risks and
uncertainties, including, but not limited to, risks and uncertainties
pertaining to development of AirRover's products and services and markets
for such products and services, the timing and level of customer orders,
competitive products and service, changes in economic conditions and other
risks and uncertainties. Although AirRover believes the statements are
reasonable, it can give no assurance that such expectations will prove
correct. AirRover cautions that any forward-looking statements contained
herein are not a guarantee of future performance and that actual results
may differ materially.
Contact: AirRover Wi-Fi Corp., Baton Rouge, David Loflin, 225-923-1034,
dloflin@airroverwifi.com
* * * * END OF PRESS RELEASE * * * *
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Item 7. Financial Statements and Exhibits.
(a) Exhibits:
Exhibit No. Description
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3.1 Certificate of Amendment of Amended and
Restated Certificate of Incorporation of
Registrant, as filed on May 24, 2004.
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SIGNATURES
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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, hereunder duly authorized.
Dated: May 25, 2004. AIRROVER WI-FI CORP.
By: /s/ DAVID LOFLIN
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David Loflin
President