**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**





**FORM
      10-KSB/A**





**AMENDMENT
      NO. 1**





**ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





**For
      the year ended December 31, 2007**





**Commission
      File Number** **0-50918**





**AIRBEE
      WIRELESS, INC.**


(Exact
      name of registrant as specified in charter)


**DELAWARE**
              **46-0500345**(State
                  or other jurisdiction of
              (I.R.S.
                  Employerincorporation
                  or organization)
              Identification
                  No.)**9400
                  Key West Avenue, Rockville, MD**
              **20850-3322**(Address
                  of principal executive offices)
              (Zip
                  Code)


**(301)
      517-1860**


(Registrant’s
      telephone number, including area code)





Securities
      registered under Section 12(b) of the Exchange Act:





None.





Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, $0.00004 par value





Check
      whether issuer is not required to file reports pursuant to Section 13 or 15(d)
      of the Exchange Act. o





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x No
o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x





Airbee’s
      revenue for its most recent fiscal year ended December 31, 2007 was
      $123,243.





As
      of
      March 28, 2008, the aggregate market value of the shares of common stock held
      by
      non-affiliates (based on the closing price of $0.036 for the common stock as
      quoted on that date) was approximately $2,802,906.





As
      of
      March 28, 2008, the Company had 99,224,782 shares
      of
      its common stock, $0.00004 par value per share, outstanding.





Transitional
      Small Business Disclosure Format: Yes
o
      No x





**EXPLANATORY
      NOTE**





The
      sole
      purpose of this Amendment No. 1 on Form 10-KSB/A to the Annual Report on Form
      10-KSB of Airbee Wireless, Inc. (the “Company”) for the fiscal year ended
      December 31, 2007 is to include disclosure regarding Henry and Catherine
      Zimmer’s loans to the Company which was inadvertently omitted from the Notes
      Payable - Other section of Note 5 - Debt to the Financial Statements beginning
      on page 54 of the initial Form 10-KSB filing. The Notes Payable - Other section
      of Note 5 - Debt is restated in its entirety below. No other changes are being
      made by this Amendment No. 1.






**NOTE
      5-**  **DEBT**






**Notes
      Payable - Other**




In
      August
      2002, the Company entered into a note payable, principal amount of $50,000,
      payable August 31, 2005. The Company entered into this note in connection with
      the 2002 acquisition of Connexus Technologies (Pte.) Ltd. The note was
      non-interest bearing if it was paid prior to August 31, 2003 and if the note
      was
      paid between September 1, 2003 and August 31, 2004 the total payment due was
      $100,000. If the note is paid between September 1, 2004 and August 31, 2005,
      total payment due is $150,000. Beginning in September 2005, the Company began
      discussions with the note holder regarding settlement of this note payable,
      it
      being the Company’s position that the note was usurious and therefore
      unenforceable. By December 31, 2005, the note holder had agreed in principle
      to
      accept Company stock in lieu of cash and agreed to restructure the note so
      that
      interest at 12% per annum accrued from the original date on the original amount.
      Accrued interest of $23,085 was added to the outstanding principal amount of
      $50,000 and the Company issued 182,714 shares of common stock in early January
      2006 to settle this note payable.




On
      April
      20, 2005, the Company executed a promissory note for $750,000 to Montgomery
      Equity Partners, Ltd. Pursuant to the terms of the promissory note, Montgomery
      Equity Partners disbursed the entire $750,000 to the Company upon the date
      the
      note was executed and an additional $250,000 was to be disbursed to the Company
      after the Company’s common stock commences trading on the Over-the-Counter
      Bulletin Board. The promissory note was secured by substantially all of the
      assets of the Company and shares of stock of an affiliate of the Company. The
      promissory note had a one-year term and accrued interest monthly at 24% per
      year. The Company had difficulty meeting the payment schedule called for by
      the
      promissory note and by virtue of a settlement with the lender, the obligation,
      which together with interest and liquidated damages totaled $937,500, was repaid
      by the affiliate’s collateral in September 2007. Over the nearly two year
      period, it sold a total of 4,019,221 of the 9.4 million pledged shares and
      realized net proceeds of $937,500.




In
      September 2005, a former director loaned the Company $100,000 in return for
      an
      unsecured demand promissory note. The terms of the note provided for interest
      at
      6.5% per annum. Payment of the note was guaranteed by an affiliate of the
      Company. On September 19, 2006, the Company issued its promissory note for
      $100,000 due December 31, 2006 to replace the prior note. The terms of the
      note
      provided for interest at 10.0% per annum. The note was secured by 555,555
      pledged shares of stock which are held by an escrow agreement pursuant to a
      written escrow agreement. The parties have engaged in discussions extending
      the
      due date but have not reached agreement as of December 31, 2007 although no
      notice of default has been issued. The negotiations between the parties are
      continuing.








On
      May
      18, 2006, Henry and Catherine Zimmer, two accredited investors, accepted the
      Company’s term sheet for senior secured bridge loans by providing $385,000 cash
      to the Company. The terms of this bridge loan were: interest at 12% per annum,
      compounded monthly; payable in ninety (90) days, the Company having the option
      of extending for another 30 days for a fee of 8% of the amount provided the
      Company. The indebtedness is secured by the Company’s assets. The Company
      exercised its option to extend the term for an additional thirty (30) days.
      If
      the loan was not repaid by the end of its term plus the optional extension,
      the
      Company agreed to pay a penalty of 10% of the dollar value of the amount
      outstanding; the Company further agreed to pay an additional 10% penalty for
      each quarter thereafter that the loan remained unpaid. These accredited
      investors also received 577,500 warrants to purchase common stock at the ratio
      of 1.5 common shares for each $1.00 loaned. The warrants have a three year
      term
      and an exercise price of $0.50 per share. These accredited investors made
      subsequent loans to the Company totaling $215,000 which were added to this
      bridge loan on the same terms and conditions between December 15, 2006 and
      February 28, 2007. In addition, the Company issued a total of 2,022,500 warrants
      to purchase common stock. These warrants have an exercise price of $0.40 per
      share and expire at various dates through January 29, 2009. The Company has
      not
      repaid these loans and the outstanding balance including accrued interest and
      penalties is $1,245,952.





On
      July
      28, 2006, the Company executed a promissory note for $58,000 to Sharanpreet
      Singh. The promissory note was due on or before March 31, 2007 and bore interest
      at the rate of 8% per annum. The note had a conversion feature exercisable
      at
      the holder’s option. On December 31, 2006, the note had accrued interest
      totaling $1,983. The holder exercised his option to convert the note in January
      2007 and on January 17, 2007 the Company issued 446,109 shares of common stock
      in full payment of principal and accrued interest.




On
      January 12, 2007 and March 5, 2007, the Company executed promissory notes for
      $3,491 and $56,573, respectively, to Marcus Perez. The notes were due May 31,
      2007 and June 30, 2007, respectively, but were extended with the consent of
      the
      holder to December 31, 2007. Each note bears interest at the rate of 12% per
      annum. On May 11, 2007 the Company executed a promissory note for $15,000 to
      Mr.
      Perez. This note was due within 72 hours of any new significant funding. It
      was
      interest-free for 30 days. If not paid within that time, the note bore interest
      at 12% per annum compounded monthly. On June 6, 2007 the Company executed a
      promissory note for $25,000 to Mr. Perez. The note bore interest at the rate
      of
      10% per annum and was due July 6, 2007. The note was repaid on June 11, 2007.
      On
      August 23, 2007 the Company executed a promissory note for $30,000 to Mr. Perez.
      The note bore no interest; the Company issued 800,000 warrants exercisable
      through August 29, 2010 at an exercise price of $0.13 in lieu of interest.
      The
      note was due within five days after the Company received a minimum of $1 million
      funding. On September 14, 2007 the Company executed a promissory note for
      $30,000 to Mr. Perez. The note bore no interest; the Company having issued
      the
      aforementioned 800,000 warrants exercisable through August 29, 2010 at an
      exercise price of $0.13 in lieu of interest. The note was due within five days
      after the Company received a minimum of $1 million funding. On November 28,
      2007, the foregoing notes still outstanding had accrued interest totaling
      $6,061. The holder agreed to convert the notes and on November 28, 2007 the
      Company issued 2,832,504 shares of common stock in full payment of principal
      and
      accrued interest. On December 10, 2007 the Company executed a promissory note
      for $44,500 to Mr. Perez. The note bore no interest, the Company having issued
      400,000 restricted shares of its common stock and issued 400,000 three-year
      warrants with an exercise price of $0.05 per share and 300,000 three-year
      warrants with an exercise price of $0.12 per share. The note is convertible
      at
      holder’s option; the conversion price is the five day weighted average closing
      price of the Company’s stock for the five trading days preceding conversion. The
      note is due within five business days after the Company receives any funding
      from an investment group or from generated revenue, whichever first occurs.
      The
      parties are continuing to negotiate the final settlement of this
      note.







On
      April
      3, 2007 the Company executed a promissory note for $100,000 to Memphis Scale
      Works, Inc. The note bears interest at the rate of 12% per annum. As an
      inducement to make the loan the Company issued 200,000 restricted shares of
      its
      common stock to maker. The note was due May 2, 2007 but is still outstanding.
      The parties have engaged in discussions extending the due date but have not
      reached agreement as of December 31, 2007 although no notice of default has
      been
      issued.




On
      May
      11, 2007 the Company executed a promissory note for $20,000 to Larry Watkins.
      The note bore interest at the rate of 10% per annum for the first fifteen days,
      increasing to 15% per annum thereafter. As an inducement to make the loan the
      Company issued 20,000 warrants to purchase restricted shares of its common
      stock
      to maker exercisable over 18 months at an exercise price of $0.50 per share. The
      note was due September 30, 2007 but is still outstanding. The parties have
      engaged in discussions extending the due date but have not reached agreement
      as
      of December 31, 2007 although no notice of default has been issued.




On
      May
      11, 2007 the Company executed a promissory note for $20,000 to Robert Noone.
      The
      note bore interest at the rate of 12% per annum. As an inducement to make the
      loan the Company issued 100,000 warrants to purchase restricted shares of its
      common stock to maker exercisable over 18 months at an exercise price of $0.50
      per share. The note was due September 30, 2007 but is still outstanding. The
      parties have engaged in discussions extending the due date but have not reached
      agreement as of December 31, 2007 although no notice of default has been
      issued.







On
      May
      11, 2007 the Company executed a promissory note for $30,000 to Henry Zimmer.
      The
      note was interest-free for the first 30 days of its term and subsequently bore
      interest at the rate of 12% per annum. The note was due with 72 hours of receipt
      of any new significant financing and is still outstanding.




On
      June
      1, 2007 the Company executed a promissory note for $10,000 to Shekar
      Viswanathan. The note bore interest at the rate of 10% per annum. The note
      was
      due July 6, 2007 but is still outstanding. The parties have engaged in
      discussions extending the due date but have not reached agreement as of December
      31, 2007 although no notice of default has been issued.




On
      June
      1, 2007 the Company executed a promissory note for $25,000 to Lakshminarayana
      and Anasaya Peesapati. The note bore interest at the rate of 10% per annum.
      The
      note was due July 6, 2007. It was paid together with accrued interest of $1,240
      on November 28, 2007.




On
      June
      6, 2007 the Company executed a promissory note for $25,000 to Ramamohan Lal
      Tummala. The note bore interest at the rate of 10% per annum. The note was
      due
      July 1, 2007. It was paid together with accrued interest of $1,664 on January
      31, 2008.




On
      June
      8, 2007 the Company executed a promissory note for $275,000 to Eric Roderick
      and
      Steve Barnes and received $250,000. The note was due 60 days from date. On
      August 14, 2007, the note was extended to September 7, 2007 in consideration
      of
      another $12,500 and 50,000 warrants to purchase common stock which were
      expensed. On September 6, 2007, the forgoing obligations were incorporated
      into
      a new promissory note for $287,500 due by November 5, 2007. This note bore
      interest at 12% per annum. As an inducement for making the loan, the Company
      issued 100,000 warrants to purchase restricted common stock exercisable over
      two
      years at a $0.12 exercise price. On November 6, 2007, the Company executed
      a
      promissory note replacing the September 5 th note.
      This note was for $287,500 with interest at 12% per annum from September 6,
      2007
      and was due February 5, 2008. As an inducement for making this extension, the
      Company issued 100,000 shares of its common stock to the lenders. The note
      was
      converted on January 18, 2008.




On
      November 26, 2007 the Company executed a promissory note for $112,000 to Jerry
      Michie. The note bears interest at the rate of 12% per annum. As an inducement
      to make the loan the Company issued 400,000 restricted shares of its common
      stock to Mr. Michie. The note is convertible at holder’s option; the conversion
      price is the five day weighted average closing price of the Company’s stock for
      the five trading days preceding conversion. The note is due 90 days after date.
      If the Company fails to repay the note within the time allotted, the Company
      will issue 1 million shares to the holder and the interest rate will increase
      to
      22% per annum from the due date until the note is repaid.







On
      December 17, 2007 the Company executed a promissory note for $30,000 to Brad
      Chisick, Trustee of the Brad Chisick Trust dated 4-26-99. The note was
      non-interest bearing and was due seven business days from date. As an inducement
      for making the loan, the Company issued 50,000 restricted shares of its common
      stock to the maker. The note was repaid on January 4, 2008.







**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Registrant has duly caused this Report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.









**AIRBEE
                WIRELESS, INC.**By*/s/Sundaresan
                Raja*Name:Sundaresan
                RajaTitle:Chief
                Executive OfficerDate:April
                21, 2008







In
      accordance with the requirements of the Exchange Act this report has been signed
      below by the following persons on behalf of the Registrant and in the capacities
      and dates indicated.













**SIGNATURE**
            **TITLE**
            **DATE***/s/
                Sundaresan Raja*
            Chief
                Executive Officer, Principal Executive Officer and
                Director
            April
                21, 2008Sundaresan
                Raja*/s/
                E. Eugene Sharer*
            President,
                Chief Operating Officer, Interim Chief Financial Officer and
                Director
            April
                21, 2008E.
                Eugene Sharer*/s/
                V. V. Sundaram*
            Chief
                Executive Officer, Airbee India
            April
                21, 2008V.
                V. Sundaram*/s/Mal
                Gurian*
            Director
            April
                21, 2008Mal
                Gurian*/s/
                James H. Dentzer*
            Chief
                Accounting Officer
            April
                21, 2008James
                H. Dentzer