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
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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)
Registrant's telephone number, including area code 775-588-2387
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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 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
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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 Letter of Intent dated September 29, 2004 entered into by and between
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Seamless Peer 2 Peer, Inc. and Seamless P2P, LLC.
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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)
October 5, 2004
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Date
/s/ Albert R. Reda
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Albert R. Reda, President
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(Signature)