SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 8, 2016  

 

AIRBORNE WIRELESS NETWORK

(Exact name of Company as specified in its charter)

 

Nevada

333-179079

27-4453740

(State or other jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification Number)

 

4115 Guardian Street, Suite C, Simi Valley, California 93063

(Address of principal executive offices)

 

(805) 583-4302

(Company's Telephone Number)

 

___________________________________________________

 (Former name, address and telephone number specified on last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 
 
 

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On August 8, 2016, Airborne Wireless Network, a Nevada corporation (the "Company"), entered into and executed a written Memorandum of Understanding with Concept Development Inc., a leading aerospace engineering design and manufacturing firm ("Concept Development") (the "Memorandum").

 

Pursuant to the provisions of the Memorandum, Concept Development will provide its technical expertise regarding the preparation of systems drawings, designing and manufacturing the on board hardware and components, and providing software development support for the Company's Airborne Wireless Network Digital Super Highway System.

 

The foregoing information regarding of the Memorandum does not purport to be complete and is qualified in its entirety by reference to the Memorandum, a copy which is attached hereto as Exhibit 10.1 and is in incorporated herein by this reference.

 

ITEM 7.01 REGULATION FD

 

On August 11, 2016, the Company issued a press release announcing the Concept Agreement.

 

A copy of that press release is attached to this Current Report as Exhibit 99.1. In accordance with General Instruction B.2 of the Form 8-K, the information set forth in this ITEM 7.01 and in that press release is deemed to be "furnished" and shall not be deemed to be "filed" for purpose of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information et forth this ITEM 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)

Number

Exhibits

10.1

Memorandum of Understanding between Airborne Wireless Network and Concept Development Inc. dated August 8, 2016.

99.1

Press Release dated August 11, 2016, announcing the Memorandum of Understanding between Airborne Wireless Network and Concept Development Inc.

 

 
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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 
  AIRBORNE WIRELESS NETWORK
       
Date: August 11, 2016  By: /s/ J. Edward Daniels

 

 

J. Edward Daniels

 
    President and sole director  

 

 
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EXHIBIT INDEX

 

Exhibit Number

Exhibit Description

10.1

Memorandum of Understanding between Airborne Wireless Network and Concept Development dated August 8, 2016.

99.1

Press Release dated August 11, 2016, announcing the Memorandum of Understanding between Airborne Wireless Network and Concept Development Inc.

 

 

4

 

EXHIBIT 10.1

 

Memorandum of Understanding

 

This "memorandum of understanding" (MOU) is between

 

Concept Development Inc. (hereinafter referred to as "CDI"), having its primary offices at 1881 Langley Avenue, Irvine, CA. 92614

 

And,

 

Airborne Wireless Network., having its primary offices at 4115 Guardian Street, Suite C, Simi Valley, CA. 93063 (hereinafter referred to as "ABWN")

 

Collectively these are referred to as "The Parties

 

Whereas,

 

CDI is a leading Design and Engineering firm, which is engaged in ", Requirements synthesis, architectural definition, product specification, digital, RF and software design, prototype development and long term support, (product lifecycle support).

 

And,

 

ABWN intends to develop a worldwide airborne Digital Superhighway, using commercial aircraft as broadband repeaters and nodes.

 

Therefore,

 

The Parties have held exploratory meetings, and both Parties have reached the conclusion that a contemplated agreement would be mutually beneficial. The Understanding of the Parties is as follows:

 

· ABWN has acquired a patented technology, which it intends to commercialize

 

 

· ABWN's philosophy is to partner with industry experts to minimize "time to market" and strengthen its market position.

 

 

· ABWN's network could provide significantly more data-throughput than any Earth or Satellite-based system upon commercialization.

 

 

· CDI would provide the system development and design support and initial installation kits in accordance with the mutual agreement(s) reached during our meetings.

 

 
1
 

 

· Beyond ABWN's anticipated FAA certification, ABWN and CDI agree to consider an ongoing mutually beneficial opportunity as ABWN "rolls out" its proposed global network (currently there are approximately 27,000 potential nodes or aircraft; more are expected at the time of the anticipated rollout).

 

 

· CDI could be offered the right to purchase equity and/or options of ABWN at any of ABWN's funding stages; this would be in addition to any equity or options which may be/have been negotiated based on services provided by CDI.
 

Confidential disclosure:

 

A final agreement would supersede this MOU.

 

Agreed by the Parties on…..

 

This 8 th day of August, 2016

 

Signed on behalf of Concept Development Inc.

 

/s/ James Reardon

Name:

James Reardon     

Name:

Title: CEO   

Title:

 

Signed on behalf of Airborne Wireless Network

 

/s/ J Edward Daniels

Name:

J. Edward Daniels   

Name:

Title: President   

Title:

 

Attachment(s): MOU CDI-Airborne Wireless Network

 

2

 

EXHIBIT 99.1

 

Press Release dated August 11, 2016, announcing the Memorandum of Understanding.

 

AIRBORNE WIRELESS NETWORK (OTC QB: ABWN) ENTERS INTO AGREEMENT WITH AIRBORNE SERVICES SUPPLIER CONCEPT DEVELOPMENT INC. (CDI) 

 

OTC QB: ABWN-August 11, 2016-Simi Valley, California.

 

Airborne Wireless Network is pleased to announce that it has entered into an agreement with Concept Development Inc. (CDI) a leading aerospace engineering design and manufacturing firm. 

 

CDI's expertise is in bringing projects from concept through each phase of the product development cycle including design, production, and product support.    With an extensive client list and over 40 years of industry experience CDI has brought its services to companies such as Boeing, Northrop Grumman, Rockwell Collins and L3 Communications.   CDI also has extensive experience in the inflight entertainment space with companies such as Pansonic, Thales, Rockwell and Lumexis.

 

Airborne Wireless Network has enlisted CDI's expertise to define the onboard system design, and assist with aspects of integrating the system onto aircraft.  This will include drafting system drawings, designing and manufacturing of the onboard hardware and components, and providing software development support.  

 

CDI's vast industry experience and technical expertise gives Airborne Wireless Network a solid foundation on which to build, test and ultimately implement its Airborne Broadband Digital Super Highway.