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) December 17, 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) 775-588-2387 ------------ Registrant's telephone number, including area code 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)) ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES In connection with existing employment and consulting agreements, the Company issued approximately 554,777,500 shares of its restricted common stock and 55,472 shares of Class A preferred stock to the approximately 10 employees and consultants. The shares were issued to the employees and consultants in consideration of services rendered to the Company. An additional 55,784 shares of Class A preferred stock was issued the Reda Family Trust as collateral on a debt owed by the Company to the trust. 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) December 17, 2004 ------------------- (Date) By: /s/ Albert R. Reda ----------------------- Albert R. Reda, President (Signature)