UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) January 19, 2005
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ALPHA WIRELESS BROADBAND, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-20259 33-0845463
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10120 South Eastern Avenue, Suite 200, Henderson, Nevada 89052
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(Address of principal executive offices) (Zip Code)
775-588-2387
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Registrant's telephone number, including area code
None
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(Former name or former address, changes since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
followings provisions (see General Instructions A.2. below):
[ ] 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))
Section 1-Registrant's Business and Operations
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Item 1.01 Entry into a Material Definitive Agreement.
On or about January 18, 2005, Seamless Peer 2 Peer, Inc. ("Seamless, Inc."), a
subsidiary of the Registrant, Alpha Wireless Broadband, Inc. ("AWBI") entered
into an Asset Purchase Agreement whereby Seamless, Inc. will acquire the assets
of Seamless P2P, LLC (the "LLC").
In exchange for all the assets of Seller, Purchaser will deliver the equivalent
of Seven Hundred Thousand ($700,000) of "AWBI" Preferred Stock, Class A, and
Three Hundred Thousand Dollars ($300,000) worth of "AWBI" Common Stock.
The Purchase Price for the assets of Seller which has been agreed upon at
$1,000,000.00 worth of preferred and common stock from AWBI may be adjusted to
either: The Minimum evaluation price of AWBI Preferred and Common Stock would be
no less than $800,000 worth of Stock or the Maximum evaluation price would be no
more than $1,200,000 of AWBI Preferred and Common Stock. The adjustment if it
were to occur would be within the first 90 days after the close of the sale of
assets. The agreed upon price will based upon the Business Appraisal, which
will be completed by an "Accredited Business Appraiser" whose appraisals are in
accordance with GAAP and approved by AWBI's Company Auditor.
The Asset Purchase Agreement filed herewith as Exhibit 10.0 and the description
of the transaction contained herein is qualified in its entirety by reference to
such exhibit.
Section 9 - Financial Statements and Exhibits
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Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements. None.
(b) ProForma Financial Information. None.
(c) Exhibits.
Exhibit No. Description of Exhibit
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10.0 Asset Purchase Agreement by and between Seamless P2P, LLC, a California
limited liability company and Seamless Peer 2 Peer, Inc., a Nevada
corporation
SIGNATURES
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 hereunto duly authorized.
Alpha Wireless Broadband, Inc.
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(Registrant)
January 19, 2005
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Date
/s/ Albert R. Reda
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Albert R. Reda, President
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