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) March 8, 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.
Pursuant to a meeting of the Board of Directors held on March 16, 2005, the
Board of Directors of the Company authorized the appoint of a new President for
the subsidiary Skyy-Fi, Inc. Bo Linton who has agreed to serve as Directors of
the Company for a period of one-year, has also agreed to serve as President of
Skyy-Fi, Inc.
Item 3.02 Unregistered Sales of Equity Securities
The following sets forth certain sales of unregistered securities since the
Company's last periodic report. These securities were issued without
registration in reliance upon the exemption provided by Section 4(2) of the
Securities Act of 1933 and/or Regulation D.
On March 8, 2005, the Board of Directors issued 562,500,000 shares of its
unregistered restricted common stock to the Reda Family Trust for $75,000.00.
This issuance was intended to be exempt from registration under section 4(2)
and/or Regulation D of the Securities Act of 1933.
These funds $75,000.00 are held by the Company will be paid pursuant to a
settlement agreement that was reached between the Company and Globalist in lieu
of the $316,008 that Globalist claims is owed by the Company which the Company
disputes.
On March 15, 2005, the Board of Directors issued 200,000,000 shares of its
unregistered restricted common stock to International Broadcasting Corp. (IBC)
for payment pursuant to a three month "Advertising Agreement" entered into by
the Company with IBC. This issuance was intended to be exempt from registration
under section 4(2) and/or Regulation D of the Securities Act of 1933.
Item 8.01 Other Events.
The following cyber threat was received by the Company on March 16, 2005.
From: RyanEvans@aol.com
Date: Wed Mar 16, 2005 4:35:50 PM US/Pacific
To: lrippy@seamlessp2p.net
Subject: Re: Pilgrim
What a small world. I know a lot about Marc Tow. I called his office and he
said that he will try to get this bill paid asap, which I don't really believe.
He rushed me off the phone when I told him that I'm a regular poster on RB
(ragingbull) LOL. He knows what somebody like me could do. lol. I Could
probably even scare the day traders away from this one, which would hold the
price at .0001, or even lower. This might not ever see .0002 again once I
begin.
Just raise the 4k before it costs all of you a lot MORE money. Before you say
NO, maybe you should forward this email to Albert Reda, or anybody that cares
about the AWBI share price. This little bill is about to cost a lot of people a
lot of money. I'm very serious.
Alpha and Seemless are not going to ignore this any longer. If I were you, you
should call Marc Tow, or Reda, and explain the situation (about me being an RB
Basher) before you cost all of them a lot of money. Tow owns a lot of
shares0001 from .0002 is a 50% loss for everybody, and its all because you
won't pay this small bill. This is a downfall to having a publicly traded
company. By simply telling the truth to the public, it can cost a publicly
traded company big time.
I need an answer asap before I go on a MISSION on RB. I can create 50 aka's
for RB in a matter of minutes lol.
Ryan Evans
Director of Operations
PCM, Inc.
www.PCMHoldings.com
1-800-314-6408
714.738-4952
The following cyber threat was received by the Company on March 17, 2005.
From: RyanEvans@aol.com
Date: Thu Mar 17, 2005 11:24:52 AM US/Pacific
To: lrippy@seamlessp2p.net
Subject: RB
I can't beliveve that you're making me go back to RB after 3 years
There will be no settlement from this point forward. It will cost you the
entire 4k that you owe. This is because you're about to make me log in some
serious hours on RB, which is why I will not be able to settle this account.
Ryan Evans
Director of Operations
PCM, Inc.
www.PCMHoldings.com
1-800-314-6408
714.738-4952
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)
March 17, 2005
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Date
/s/ Albert R. Reda
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Albert R. Reda, President