SecProbe.io

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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