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)