X0303 4 2008-07-31 0 0001297533 Airbee Wireless, Inc. ABEW.OB 0001435149 Bartman Cecile C 11777 SAN VICENTE BOULEVARD SUITE 600 LOS ANGELES CA 90049 0 0 1 0 Common Stock 958333 D 12% Secured Convertible Debenture Due 2010 0.02 2008-07-31 4 J 0 28334 28334 A Common Stock 1416700 9750034 D Common Stock Warrants (Right to Buy) 2008-07-31 4 J 0 755583 A Common Stock 755583 5200083 D Issuance in an exempt private placement by the Issuer to the Reporting Person of 12% Secured Convertible Debentures due 2010 and Warrants to purchase common stock. Immediately exercisable. No expiration date. One-third of the Common Stock Warrants have an exercise price of $0.10 per share, one-third of the Common Stock Warrants have an exercise price of $0.20 per share and one-third of the Common Stock Warrants have an exercise price of $0.30 per share, subject to adjustment as set forth in each Common Stock Warrant. Warrants with respect to 2,222,250 shares of Common Stock expire on 2/06/2013, Warrants with respect to 2,222,250 shares of Common Stock expire on 4/21/2013 and Warrants with respect to the remaining 755,583 shares of Common Stock expire on 7/31/2013. The Common Stock Warrants were issues in consideration of and in connection with the issuance of the 12% Secured Convertible Debentures. Cecile C. Bartman 2008-08-04