8-K 1 doc1.txt 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) October 5, 2004 ----------------- ALPHA WIRELESS BROADBAND, INC. ------------------------------ (Exact name of registrant as specified in its charter) Nevada 0-20259 33-0845463 ------ ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 10120 South Eastern Avenue, Suite 200, Henderson, Nevada 89052 -------------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 775-588-2387 ------------ None ---- (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 ------------------------------------------------- Item 1.01 Entry into a Material Definitive Agreement. On or about September 29, 2004, Seamless Peer 2 Peer, Inc. ("Seamless, Inc."), a subsidiary of the Registrant, Alpha Wireless Broadband, Inc. ("AWBI") entered into a binding letter of intent to acquire the assets of Seamless P2P, LLC (the "LLC"). In exchange for the assets of the LLC, the LLC will receive the cash equivalent of One Million Dollars ($1,000,000.00) in preferred and common stock of AWBI. The binding letter of intent is 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 --------------------------------------------------- Item 9.01 Financial Statements and Exhibits. (a) Financial Statements. None. (b) ProForma Financial Information. None. (c) Exhibits. Exhibit No. Description of Exhibit ------------------------ 10.0 Letter of Intent dated September 29, 2004 entered into by and between ---- ----------------------------------------------------------------------- Seamless Peer 2 Peer, Inc. and Seamless P2P, LLC. --------------------------------------------------------- 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. --------------------------------- (Registrant) October 5, 2004 ----------------- Date /s/ Albert R. Reda --------------------- Albert R. Reda, President ---------------------------- (Signature)