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  4,  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  5  -  Corporate  Governance  and  Management
-----------------------------------------------------

Item  5.03  Amendments  to Articles of Incorporation or Bylaws; Change in Fiscal
Year.

The  Certificate  of  Incorporation expressly vests in the Board of Directors of
the  corporation  the  authority  to  create  a  series  of  preferred stock and
designate  such  and  determine  the  rights,  preferences,  privileges  and
restrictions  relating  to  the  same.




On  or  about  September  30, 2004, the Registrant created a series of preferred
stock  and  so  designates  it  as Series C Preferred Stock.  The Certificate of
Designation  is  attached  hereto  as  Exhibit  4.0.

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
-----------      ------------------------
4.0              Certificate of Designation,  Number,  Powers,  Preferences  and
                 Other Rights and Qualifications, Limitations, Restrictions  and
                 Other Characteristics of Series "C  Preferred  Stock  of  Alpha
                 Wireless  Broadband,  Inc.


                                   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  4,  2004
-----------------
Date

/s/  Albert  R.  Reda
---------------------
Albert  R.  Reda,  President