U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934

FOR  THE  QUARTERLY  PERIOD  ENDED  MARCH  31,  2005

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT  OF  1934  FOR  THE  TRANSITION PERIOD FROM ______________ TO ______________


                         COMMISSION FILE NUMBER: 0-20259


                         ALPHA WIRELESS BROADBAND, INC.
                         ------------------------------
        (Exact name of small business issuer as specified in its charter)

                                     Nevada
                                     ------
         (State or other jurisdiction of incorporation of organization)

                                   33-0845463
                                   ----------
                      (I.R.S. Employer Identification No.)

          3753 Howard Hughes Parkway, Suite 200 Las Vegas, Nevada 89109
          -------------------------------------------------------------
                    (Address of principal executive offices)

                                 (775) 588-2387
                                 --------------
                           (Issuer's telephone number)

            10120 S.  Eastern Ave. Suite 200 Henderson, Nevada  89052
            ---------------------------------------------------------
    (Former name, former address and former fiscal year, if changed since last
                                     report)

Check  mark whether the issuer (1) has filed all reports required to be filed by
Section  13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12  months  (or for such shorter period that the registrant was required to file
such  reports), and (2) been subject to such filing requirements for the past 90
days.  Yes  -[-X]  No  [  ].

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the latest practicable date: As of March   31, 2005, the Issuer
had  10,303,808,408  shares  of  common  stock  issued  and  outstanding.

Transitional  Small Business Disclosure Format (Check one):  Yes [   ]   No [  ]


<PAGE>

                                TABLE OF CONTENTS

PART  I  -  CONDENSED  CONSOLIDATED  FINANCIAL  INFORMATION

ITEM  1.  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS

CONDENSED  CONSOLIDATED  BALANCE  SHEETS AS OF MARCH  31, 2005 AND JUNE 30, 2004

CONDENSED  CONSOLIDATED  STATEMENTS  OF OPERATION FOR THE THREE AND NINE  MONTHS
ENDED  MARCH  31,  2005  AND  2004

CONDENSED  CONSOLIDATED  STATEMENTS OF CASH FLOWS FOR  NINE   MONTHS ENDED MARCH
31,  2005  AND  2004

NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF  OPERATIONS

ITEM  3.  CONTROLS  AND  PROCEDURES


PART  II  -  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

ITEM  2.  CHANGES  IN  SECURITIES

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

ITEM  5.  OTHER  INFORMATION

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

SIGNATURES


                                        2
<PAGE>

PART  I  -  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

The  consolidated  financial  statements  of  Alpha Wireless Broadband, Inc. and
subsidiaries  (collectively,  the  "Company"),  included  herein  were prepared,
without  audit, pursuant to rules and regulations of the Securities and Exchange
Commission.  Because  certain  information  and  notes  normally  included  in
financial statements prepared in accordance with accounting principles generally
accepted  in  the United States of America were condensed or omitted pursuant to
such  rules  and  regulations,  these  financial  statements  should  be read in
conjunction  with  the  financial  statements  and notes thereto included in the
audited  financial  statements  of the Company as included in the Company's Form
10-KSB  for  the  year  ended  June  30,  2004.


                                        3
<PAGE>

<TABLE>
<CAPTION>

                                     ALPHA WIRELESS BROADBAND, INC.
                                      CONSOLIDATED BALANCE SHEETS
                                             (Unaudited)


Assets                                                               March  31, 2005    June 30, 2004
------------------------------------------------------------------  -----------------  ---------------
<S>                                                                 <C>                <C>

Current Assets:
Cash                                                                $         15,185   $        5,469
                                                                    -----------------  ---------------
       Total current assets                                         $         15,185   $        5,469

Property and equipment, net                                         $          1,363   $       37,210

Other Assets
Intangible assets, net                                              $      1,420,138   $      496,022
Investments                                                         $        293,913   $      107,780
                                                                    -----------------  ---------------
      Total other assets                                            $      1,714,051   $      603,802

      TOTAL ASSETS                                                  $      1,730,599   $      646,481
                                                                    -----------------  ---------------

Liabilities and Stockholders' (Deficit)
Current Liabilities:
------------------------------------------------------------------
Accounts payable                                                    $        769,773   $      669,274
Accrued payroll taxes                                               $        368,250   $      401,451
Other current liabilities                                           $        460,466   $    1,787,871
Due to affiliates                                                   $        845,776   $            0
Judgments payable                                                   $      1,136,974   $      435,012
Payable to officer                                                  $         45,924   $      170,572
Note payable related party                                          $         83,768   $      117,568
Note Payable                                                        $        484,714   $      333,377
                                                                    -----------------  ---------------
      Total current liabilities                                     $      4,195,645   $    3,915,125

      Total Liabilities                                             $      4,195,645   $    3,915,125
                                                                    -----------------  ---------------

Minority Interest                                                   $        266,500   $            0

Stockholders' (deficit)
Preferred Stock, A par value $.001 C par value $1.00                $            706   $          903
Authorized 10,000,000 Series A Issued 705,784 and 902,639
Series C  Issued  700,000 and  0                                             700,000                0
At March 31, 2005 and June 30, 2004 respectively
Common stock, par value $.001                                       $     10,303,808   $    2,015,928
Authorized 20,000,000,000 Issued 10,303,808,408 and 2,015,926,692
At March 31, 2005 and June 30, 2004 respectively
Additional Paid in Capital                                          $      1,027,254   $    6,617,602
Accumulated deficit                                                 $    (14,763,314)  $  (11,903,077)
                                                                    -----------------  ---------------

      Total Stockholders' (Deficit)                                 $     (2,731,546)  $   (3,268,644)
                                                                    -----------------  ---------------

      Total Liabilities & Stockholders Deficit                      $      1,730,599   $      646,481
                                                                    -----------------  ---------------
</TABLE>

The  accompanying  notes  are  an  integral  part  of these financial statements


                                        4
<PAGE>

<TABLE>
<CAPTION>

                                    ALPHA WIRELESS BROADBAND, INC
                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                           (Unaudited)

                                           3  Months  Ended                  9  Months  Ended
                                        March  31,       March 31,       March 31,       March 31,
                                           2005            2004            2005            2004
                                      ---------------  -------------  ---------------  -------------
<S>                                   <C>              <C>            <C>              <C>
Revenues                              $          601   $          0   $          845   $          0

Cost and expenses:
   Cost of revenues                   $       13,819   $          0   $       20,498   $          0
   Selling, general and admin.        $      105,779   $    405,126   $    1,148,504   $  2,086,940
   Consulting                         $      247,836   $    180,000   $      410,405   $    180,000
    Interest Expense                  $      131,351   $          0   $      403,553   $          0
    Legal Fees                        $       15,000   $     10,680   $      210,864   $     10,680
    Officer Payroll                   $       60,000   $     60,000   $      180,000   $    180,000
    Write Down of TMR/DCM             $      450,625   $    515,000   $      450,625   $    515,000
    Depreciation and amortization     $       25,137   $    320,752   $       75,411   $  1,166,943
                                      ---------------  -------------  ---------------  -------------
     Total costs and expenses         $    1,049,547   $  1,491,558   $    2,899,860   $  4,139,563
                                      ---------------  -------------  ---------------  -------------

Net income (loss) from operations     $   (1,048,946)  $ (1,491,558)  $   (2,899,015)  $ (4,139,563)

Other income                          $       36,543   $    653,506   $       38,778   $    571,911
                                      ---------------  -------------  ---------------  -------------

Income (loss) before income taxes     $   (1,012,403)  $  ( 838,052)  $   (2,860,237)  $ (3,567,652)

Income taxes (benefit)                $            0   $          0   $            0   $          0
                                      ---------------  -------------  ---------------  -------------

Net income (loss)                     $  ( 1,012,403)  $  ( 838,052)  $   (2,860,237)  $ (3,567,652)
                                      ---------------  -------------  ---------------  -------------

Net income (loss) per common shares   nil              nil            nil              nil

Weighted average number of
common shares outstanding              8,469,469,192    850,469,006    8,469,469,192    850,469,006
</TABLE>

The  accompanying  notes  are  an  integral  part  of these financial statements


                                        5
<PAGE>
<TABLE>
<CAPTION>

                          ALPHA WIRELESS BROADBAND, INC
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                    9  Months  Ended
                                                 March 31,     March  31,
                                                   2005           2004
                                               -------------  -------------
<S>                                            <C>            <C>

Cash Flows From Operating Activities
---------------------------------------------
Net income  (loss)                              ($2,860,237)   ($3,567,652)
   Adjustments to reconcile net income (loss)
   to net cash used by operating activities:
Depreciation and amortization                        75,411      1,166,943
Issuance of stock for services                    1,460,309        567,050
Write down of intangible assets                     463,500        515,000
Changes in operating assets and liabilities:
   Accounts payable                                 164,118        138,732
   Accrued liabilities                                    0              0
   Judgments payable                                112,239              0
   Other current liabilities                        108,094        108,164
                                               -------------  -------------
Net cash used in operating activities             ($476,566)   ($1,080,763)

Cash Flows From Investing Activity
---------------------------------------------
 Investment                                         (39,564)       (45,506)
 Purchase of intangible assets                     (137,939)        73,089
                                               -------------  -------------
Net cash used in investing activities             ($177,503)  $     27,583

Cash Flows From Financing Activities
---------------------------------------------
Net increase in  credit lines                       532,337      1,055,218
Payment of Credit Line                             (381,000)             0
Sale of Common Stock                                381,000              0
Payable to officer                                  165,228              0
Note Payable Related Party                          (33,800)             0
                                               -------------  -------------
Net cash provided by financing activities      $    663,765   $  1,055,218

Net increase (decrease) in cash                       9,696         2, 038

Cash, beginning of period                             5,469            195
                                               -------------  -------------

Cash, end of period                            $     15,165   $      2,233
                                               -------------  -------------
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                        6
<PAGE>

<TABLE>
<CAPTION>

                           ALPHA WIRELESS BROADBAND, INC
                       SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
                                     (Unaudited)

Supplemental Cash Flow Disclosure                  March 31, 2005   March  31, 2004
-------------------------------------------------  ---------------  ----------------
<S>                                                <C>              <C>

   Interest Paid                                   $             0  $              0

   Taxes Paid                                      $             0  $              0

Supplemental Disclosures of Cash Flow Information
-------------------------------------------------

  Non-cash investing and financing activities:

Common stock issued for services                   $       786,830  $        180,000

Common stock issued for officer's compensation     $       180,000  $              0

Common stock issued for TMR payment                $             0  $        515,000

Common stock issued for conversion of
preferred stock and pay operating expenses         $             0  $              0

Common stock issued for acquisition of assets      $     1,123,300  $              0

Common stock issued for investment                 $       110,000  $        178,607

Subsidiary common stock issued for investment      $       266,500  $              0
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                        7
<PAGE>

                          ALPHA WIRELESS BROADBAND, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note  1   Summary  of  Significant  Accounting  Policies

     Description  of  Business  and  Change  in  Control

Alpha Wireless Broadband, Inc., "the Company" in September 2004 changed its name
from  Internet  Business's  International,  Inc.  In  April  of 1999 the Company
reincorporated  in  the  state of Nevada from the state of Delaware. In December
1998  the  Company  changed its name to Internet Business's International, Inc.,
from  International Food & Beverage, Inc. The Company prior to December 1998 was
in  the food product manufacturing business.  In November 1998, new stockholders
bought  majority  control  from  the  previous Chief Executive Officer through a
private  transaction.  Immediately  thereafter,  the former CEO resigned and the
new  stockholders  assumed  the  executive  management  positions.

In  December  1998,  after  new  management was in place, a decision was made to
change  the  Company's  principal  line  of  business from manufacturing to high
technology.  announced  the  opening of its first e-commerce site and engaged in
the  development,  operation  and marketing of a number of commercial web sites.
The  Company's subsidiaries consisted of: Lending on Line (providing real estate
loans  and  equipment  leasing),  Internet  Service Provider (providing national
Internet  access dial-up service, wireless high speed Internet, and Internet web
design and hosting), E. Commerce (providing Auction sites), and Direct Marketing
(providing  direct  marketing  of  long  distance  phone service, computers with
Internet access, and Internet web design hosting). The Company ceased operations
during  fiscal  year  ended  June  30,  2003.

During  the  fiscal  year  of  June  2004,  the  Company  started a new wireless
operation through its wholly owned subsidiary Skyy-Fi, Inc a Nevada Corporation,
providing  access  to the Internet, by installing equipment in locations such as
hotels  and  coffee shops for use by their patrons. These locations are commonly
known  as  Wi-Fi  Hotspots

 During  the  current  fiscal year of June 2005, the Company, through its wholly
owned  subsidiary  Skyy-Fi,  Inc.,  began  the installation of wireless Internet
access  equipment  at  businesses allowing their patron's access to the Internet
for  a  fee.  At  the  time  of  this report Skyy-Fi, Inc had 30 Wi-Fi locations
installed.

In  January  2005, the Company acquired the assets of Seamless P2P, LLC  for the
Companies  subsidiary  Seamless  Peer  2  Peer, Inc. Seamless is a developer and
provider of a software program 'Phenom" that  encrypts Wi-Fi transmissions based
upon RSA's government certified 256 bit AES encryption coupled with RSA's Public
Key  Infrastructure  flexible  telecom  data  and  voice  transport  solutions.

The  Company  has  three  offices  in  Nevada  and  not  including  Officers and
Directors;  has  6  independent  contractor  employees.

Basis  of  Presentation

The  consolidated  financial  statements include the accounts of the Company and
its  wholly  owned  subsidiaries.  Significant  inter-company  balances  and
transactions  are  eliminated  in  consolidation.

Use  of  Estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and disclosures of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenues  and  expenses during the reporting period.
Significant  estimates  include  allowances  for doubtful accounts and notes and
mortgage  loans  receivable.  Actual  results could differ from those estimates.

Reclassifications

Certain amounts in the prior year financial statements have been reclassified to
conform  to  the  current  year  classification.


                                        8
<PAGE>

Cash  and  Cash  Equivalents

The Company considers all short-term, highly liquid investments with an original
maturity  date  of  three  months  or  less  to  be  cash  equivalents.

Property  and  Equipment

Property and equipment is stated at cost and depreciated using the straight-line
method over the estimated useful life of the assets, which is generally three to
five  years for computers and computer related equipment and five to seven years
for  other  non-computer  furniture  and  equipment.  Leasehold improvements are
amortized  using  the  straight-line  method over the shorter of their estimated
useful  lives  or  the  term  of  the  lease,  ranging  from  one to five years.

Investments

Investments  are  stated  at  the  lower  of  cost  or  market  value.

Intangible  Assets

Intangible  assets  consist  primarily  of  acquired  customer  bases, long-term
marketing  agreements,  goodwill,  and  other  items.  Customer  bases  acquired
directly  are  valued  at  cost,  which  approximates  fair value at the time of
purchase.  When  material intangible assets, such as customer bases and goodwill
are  acquired  in  conjunction  with  the  purchase  of  a  company, the Company
undertakes  a study by an independent third party to determine the allocation of
the  total  purchase  price  to  the various assets acquired and the liabilities
assumed.  The  costs  assigned  to  intangible  assets  are being amortized on a
straight-line  basis  over  the  estimated  useful lives of the assets, which is
normally  36  months.  Goodwill  and  other  intangible  assets are periodically
reviewed  for  impairment  to  ensure they are appropriately valued.  Conditions
that  may  indicate  an  impairment  issue  exists include an economic downturn,
changes in the churn rate of subscribers or a change in the assessment of future
operations.  In  the  event  that a condition is identified that may indicate an
impairment  issue  exists,  an  assessment  is  performed  using  a  variety  of
methodologies,  including  cash  flow  analysis, estimates of sales proceeds and
independent  appraisals.

Additional  Paid-In  Capital

Paid  in  Capital  consists  of  stock issued for service, stock reverses, stock
issued  to  retire  debt  and  private  capital  placement.

In  March  2005,  stock  was  issued  during  the quarter; for services and debt
reduction  the  stock issued was at less then par value which reduced the amount
of  the  paid  in  capital.

In  December  2004,  stock  was  issued during the quarter for services and debt
reduction  the  stock issued was at less then par value which reduced the amount
of  the  paid  in  capital.

In  September  2004,  stock  was issued during the quarter for services and debt
reduction  the  stock issued was at less then par value which reduced the amount
of  the  paid  in  capital.

In  June  2004 495,000,000 shares were issued for the note that the Company owed
for  prior  year  wages  in  the  amount  of  $316,577.

In  April  2003  the  par value of the Company's stock was changed from $.01 per
share to $.001 per share. The net difference of $704,462 was included in paid-in
capital.

Revenue  Recognition

For  current  Company  operations,  providing wireless Internet access, fees are
charged  either  to the proprietor of the WI-Fi hotspot location or the customer
using  the  services.  The  fees paid by a proprietor for services provided on a
month-to-month  basis  are billed at the end of each month for which the service
is contracted. The fees paid by customers using the wireless Internet access are
paid  at  the  time  service  is  provided.

Advertising  Expense

All  advertising  costs  are  expensed  when  incurred.


                                        9
<PAGE>

Concentration  of  Credit  Risk

The  Company  is  subject  to  credit  risk  through  trade receivables. Monthly
Internet  access  fees  and  software  program sales are generally billed to the
customer's  credit  card,  thus reducing the credit risk.  The Company routinely
assesses  the  financial  strength of significant customers and this assessment,
combined with the large number and geographic diversity of its customers, limits
the  Company's  concentration of risk with respect to trade accounts receivable.

Income  Taxes

The  Company  accounts  for  income taxes under the asset and liability approach
where  deferred  income  tax  assets  and  liabilities  reflect  future  tax
consequences,  this  is  based on enacted tax laws, of the temporary differences
between  financial  and  tax  reporting  at  the  balance  sheet  date.

Earnings  (Loss)  per  Share

Basic  earnings  (loss) per share is based on the weighted effects of all common
shares  issued  and outstanding, and is calculated by dividing net income by the
weighted  average shares outstanding during the period.  Diluted earnings (loss)
per share is calculated by dividing net income by the weighted average number of
common  shares  used in the basic earnings per share calculation plus the number
of  common  shares  that  would be issued assuming conversion of all potentially
dilutive  common shares outstanding.  Dilutive earnings (loss) per share are not
presented  since  diluted  securities  have  an  anti-dilutive  effect.

Note  2  Business  Combinations

The  Company's  business combinations have been accounted for using the purchase
method  and,  accordingly, the total purchase price of each acquired company was
allocated  to  the  tangible  assets and liabilities and identifiable intangible
assets  based  on  their  estimated  fair  values  as of the closing date of the
acquisition.  The  excess  purchase  price  over  the  fair value is recorded as
goodwill.  Results  of  operations  for  the  acquired  companies  are  included
prospectively  from  the  date  of  acquisition.

In  January  2005  the  Company  acquired  the assets of Seamless P 2 P, LLC for
$1,000,000  worth  of  Company  stock:   as  follows:  700,000 shares of Class C
Preferred  Shares  convertible  into  $1.00  of Common Stock after 12 months and
300,000,000  shares  of Common stock valued at $.001each and 20% interest in the
new  subsidiary of the Company "Seamless Peer 2 Peer, Inc" a Nevada Corporation.
These  assets  were  transferred  to the new subsidiary of the Company, Seamless
Peer  2  Peer,  Inc.

In December 2003 the Company acquired the assets of Debit Card Marketing Company
Enterprises,  Inc  for  60,000,000  shares  of  Global  Debit  Cash Card, Inc. a
subsidiary  of  the  Company,  which  included reduction of the note owed by the
Company  to $515,000 that was transferred as an asset to Global Debit Cash Card,
Inc.

In  August  2003 the Company acquired Alpha Tooling, Inc. with 190,000 shares of
DCM  Enterprises, Inc stock, as per the agreement with DCM Enterprises, Inc. The
Company  then  transferred Alpha Tooling, Inc to DCM Enterprises, Inc for credit
towards  the  debit it had with DCM Enterprises, Inc. After October 1st 2003 the
transaction  was  changed  by  agreement  to  an  Asset  assignment. The Company
assigned  certain  assets  of Alpha Tooling for credit of $311,639 which reduced
the  debt  owed  to  DCM Enterprises, Inc from $760,000 to $448,361. The Company
retained  the  Alpha Tooling Corporation which had assets of $42,050 (which were
not  assigned  to  DCM  Enterprises,  Inc.),  and  debt  of  $351,306.

In  June  2002  the  Company  announced  the sale of Ace Optics, a subsidiary of
Guarantee  Capital  Group,  to  CRT  Corporation  for  $2,000,000  worth  of CRT
restricted  stock  (2,000,000  shares).

In  June  2002  the  Company  announced  plans to divest itself of the Guarantee
Capital  Group  subsidiary,  and  in  anticipation  of  that  occurrence  ceased
operations  of  the  on-line  mortgage  lending  group.

In  February  2002  the  Company announced plans to spin-off Global Construction
Buying  Group  to  its shareholders by the year end.  This transaction was never
completed.

In  September  2001  the Company started Guarantee Capital Group, which acquired
the  computer,  furniture  and  processing equipment from the new owner of Atlas
Capital  Corporation  for  $30,000. In November 2001 Guarantee Capital Group had
exceeded  the  capacity of its mortgage banking line. This prevented the funding
of  the  balance  of  its  processed loans and resulted in most of the employees
being  laid  off.  The  Company  ceased the operation of Guarantee in June 2002.


                                       10
<PAGE>

In  September  2001  the  Company started a new marketing subsidiary 1st2 Market
Incorporated and ceased operating its predecessor, Allstates Communications Inc.
The  new  subsidiary  only  markets  the  Company's  products  whereas Allstates
marketed  cell  phones  for  cellular  phone  companies.

In  March  2001, the Company ceased to operate Global GPP Corporation and closed
its  corresponding  operation in Europe.  The Company started a new corporation,
Global Construction Buying Group, a wholly owned subsidiary, whose main asset is
the  equipment  acquired  from  Global  GPP  Corporation.

In  October  2000,  the  Company  signed  an  acquisition  agreement  with
Auction-Sales.Com.  The  Company  invested  $180,000 in Auction-Sales.Com and in
December  2000  rescinded  the acquisition due to undisclosed debts. The Company
sued  for  the return of the funds and the case was remanded to arbitration. The
Company  lost  the  arbitration  and  wrote  off  the  $180,000  investment.

In  October  2000,  the  Company  acquired the auction website operations of the
Sonic  Auction  Company for a purchase price of approximately $5,000.  With this
acquisition  the Company acquired a database and a functioning web auction site.
The  Company  issued  500,000 shares of restricted common stock to acquire Sonic
Auction  Company.  This  site  ceased  operations  in  March  of  2001.

In  April  2000, the Company acquired all the outstanding stock of Atlas Capital
Corporation, a mortgage-banking company, for 600,000 shares of restricted common
stock valued at $6,000. In connection with the acquisition, the Company acquired
assets  of  approximately  $3,183,000  and  assumed liabilities of approximately
$3,179,000.  The  difference  of  $260,000  was  recorded  as  intangible assets
related  to  acquisition of trade names, websites, and workforce-in-place and is
being  amortized  over  5  years.  In August 2001 the company sold Atlas Capital
Corporation  with  its  assets  and  liabilities.

In  March  2000, the Company acquired the assets and assumed certain liabilities
of  Internet 2xtreme, an Internet Service Provider based in northern California.
The  total  purchase  price  was  $735,000,  which consisted of $17,635 cash and
124,589 shares of restricted common stock valued at $186,888. In connection with
the  acquisition,  the  Company  recorded  intangible  assets  of  approximately
$666,000,  which consisted of approximately 4,800 customer accounts, website and
workforce-in-place,  which  are  being  amortized  over  5  years.

In  March 2000, the Company acquired 80% of the outstanding shares of Global GPP
for $500,000.  Global GPP owns a business-to-business website, equipment and has
strategic agreements with IBM Hungary to market business-to-business services in
Eastern  Europe.

In  February  2000,  the  Company  acquired  the  assets  and  assumed  certain
liabilities  of  Direct Communications, Inc., a wireless communications company.
In  addition  to assuming certain liabilities, the Company paid $80,000 cash and
issued  30,000  shares  of  restricted company stock valued at $300.  Intangible
assets  purchased  totaled  $265,000,  consisting of customer lists, website and
workforce-in-place  and  is  being  amortized  over  5  years.  These assets and
liabilities  were transferred to the newly formed and wholly owned subsidiary of
the  Company,  Allstates  Communications  Inc.

In  December  1999  the  Company  entered into a service agreement to market its
services on the Internet for 6,000,000 shares of common stock valued at $60,000.

In November 1999, the Company acquired an E Commerce website Optical Brigade, an
on-line  sunglass  distribution  website, for 50,500 shares of restricted common
stock  valued  at  $50,500.

In  August  1999,  the Company acquired the website, Net 2 Loan, an on-line loan
processing  website,  for  400,000  shares  of restricted common stock valued at
$4,000.

In  July  1999  the  Company  acquired MBM Capital Group for $72,000 and 112,667
shares  of  restricted  common  stock valued at $1,127.  MBM was sold during the
fiscal  year  of  acquisition  for  a  $150,000  note. After the sale MBM ceased
operations  and  the  Company  considers  the  note  valueless.

In  June  1999,  the  Company  acquired  the assets of L.A. Internet, a southern
California-based  Internet  Service  Provider, which included customer accounts,
trade  name, websites, etc. for $545,000 in exchange for a reduction of the Note
Receivable  from  Iron  Horse  Holdings,  Inc.  (see  Preferred  Stock  Note 6).


                                       11
<PAGE>

Note  3  Certain  Financial  Statement  Information

<TABLE>
<CAPTION>
                                           June 30,        March 31,
                                             2004            2005
                                       -----------------  -----------
<S>                                    <C>                <C>
Investment:
  Investment in Skyy-Fi                $              0   $    1,303
      Stock of PMCC/GNVN                        107,692      107,692
  Stock of DCM Enterprises                           88           88
      Stock of Global                            74,830
  Stock of Save the World                             -      110,000
                                       -----------------  -----------
  Total Long Term Investments          $        107,780   $  293,913
                                       =================  ===========
Property and equipment:
  Office furniture and equipment       $        146,683   $  146,683
  Machinery and computer equipment               12,809       12,809
  Less:  accumulated depreciation              (122,282)    (158,129)
                                       -----------------  -----------
  Property and equipment, net          $         37,210   $    1,363
                                       =================  ===========
Intangible assets:
  Web Sites                                       3,000        9,250
  Computer Programs                               3,772       21,088
      Purchase of  Seamless                           0    1,389,800
      Less:  accumulated amortization           (25,750)           0
                                       -----------------  -----------
  Intangible assets, net               $        496,022   $1,420,138
                                       =================  ===========
</TABLE>

Note  4.  Note  Payable

Note  payable  as  of  March  31,  2005  consists of the following: Note payable
Windsor  Professional  Plaza  LLC.

Note  Payable  -  Windsor  Professional  Plaza  LLC           $484,714
                                                              --------
                                           Total              $484,714
                                                              --------

The  note  payable  bears  interest  at  prime  plus 4% and is due May 14, 2006.
Interest  is  payable  quarterly.  The  note  is secured by series A convertible
preferred  stock.  See note 7 Preferred Stock. This note is currently in default
which per legal counsel allows the note holder to convert the preferred stock to
common  stock.

Note  5.  Going  Concern

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted accounting principles, which contemplate continuation of the
company  as  a going concern. The Company has experienced significant losses. As
of  March  31, 2005 the current liabilities exceed current assets by $4,180,460.
As  shown  in  the  financial  statements,  the  Company  incurred a net loss of
$2,860,237  by  the end of the third quarter of fiscal year ended June 30, 2005.

The  future  success  of  the  Company  is  dependent  on  its ability to obtain
additional  capital  to  develop  its proposed products and ultimately, upon its
ability  to  attain  future  profitable  operations.  The  Company  has obtained
financing  for the expansion of its current operations through Blue Bear Funding
formerly  1st  American  Factoring,  LLC,  and has a funding line though Windsor
Plaza  Funding  LLC  and KFG LLC and the Company has also established a Creditor
Trust  to  pay  off  debts  from  the  previous  operations.

Note  6  -  Related  Party  Transactions

The  Company  entered into several transactions with David Karst, a shareholder,
and  several  companies  he  owns  as  follows:

During  October  to  December  2004,  Windsor  Professional  Plaza  LLC.  (the
Noteholder)  converted  100,000  shares  of  convertible  preferred  stock  for
1,000,000,000  shares  of common stock of which 900,000,000 of the common shares
were  then  used  to  pay  operating  expenses  of  the  company.

                                       12
<PAGE>

During July 2004 the Company established a Creditor Trust to try to work out the
Company's debts. Management intends to fund the Trust with 1.5 Billion shares of
the  Company's  common  stock  during  November  2004.  However,  the  Trust  is
authorized to accept assets of $1,500,000 or approximately 4,500,000,000 shares.
The  Trustee KFG LLC. is owned by a shareholder of the Company and is related to
the  long-term  note  holder  and  will  receive  a Trustee fee of the lesser of
$10,000  or  10%  of  the amount paid out by the Trust each month. Additionally,
during  November  2004  Financial  Services  LLC.  was  appointed  as  the Trust
Protector.  Financial  Services  LLC.  is  owned  by  the  Trustee.

During  August  and  September  2004,  Windsor  Professional  Plaza  LLC.  (the
Noteholder)  converted  100,000  shares  of  convertible  preferred  stock  for
1,026,390,000  shares  of  common  stock  which  was  then used to pay operating
expenses  of  the  company.

David  Karst  on  behalf  of Windsor Professional Plaza LLC controlled 1,029,231
shares  of  convertible  preferred  stock.  The  stock  is  convertible  into
10,292,310,000  shares  of  common stock which would give David Karst control of
the  Company  if  all  the  shares  were  converted.

During  May  and  June 2004  54,626shares of preferred stock were converted into
546,260,000  common  shares  and  used  to  pay  expenses  of  the  Company.

During June 2004, the Company cancelled 71,966 shares of preferred stock because
they  would  have  converted  into  an  amount  of  shares  in  excess  of those
authorized.

The  Company borrowed $333,377 from Windsor Professional Plaza, LLC, during June
2004.

The  Company issued $300,000 worth of common stock to Windsor Professional Plaza
LLC  during the first quarter of Fiscal year ending June 30, 2005 as payment for
$300,000  worth  of  debt.

During  the  same  quarter,  the  Company  borrowed  an additional $173,367 from
Windsor  to  pay  off  debts.  (See  Note  4).

The  Company appointed KFG LLC as the Trustee for the Creditor Trust - (See Note
13.)

The  Company  appointed  Financial  Services  LLC  as the Creditor Trust - Trust
Protector  -  (  See  Note  13).

Subsequent  to  June  30,  2004,  Skyy  Fi entered into a factoring and Security
Agreement  with 1st American Factoring a/k/a Blue Bear Funding, a sister Company
of  Financial  Services  LLC.

The  Company has entered into various transactions with entities affiliated with
its  President  as  follows:

The  President  of  the Company is also the CEO and Director of DCM Enterprises,
Inc.  See  Note  11  for details of the various transactions between the Company
and  DCM  Enterprises.

The  President  of  the  Company  is  an officer of Global Debit Cash Card, Inc.
("GDCC").  The  Company during 2004 acquired marketing rights from GDCC for cash
and  stock  consideration  valued  at  $515,000.

During  2004 the Company issued 13,000,000 shares of common stock to children of
its  president  for  consulting  services  rendered.

Note  7.     Stockholders'  Equity

Issuance of Common  Stock  and  Preferred  Stock
------------------------------------------------
The  Board  of  Directors  of the Corporation may from time to time authorize by
resolution  the  issuance  of  any  or  all  shares  of the Common Stock and the
Preferred  Stock  herein  authorized in accordance with the terms and conditions
set  forth  in the Articles of Incorporation for such purposes, in such amounts,
to  such  persons, corporations, or  entities, for such consideration and in the
case  of  the  Preferred  Stock,  in  one  or  more  series, all as the Board of
Directors  in its discretion may determine and without any vote or either action
by  the  stockholders,  except  as  otherwise  required  by  law.  The  Board of
Directors, from time to time also may authorize by resolution, options, warrants
and  other  rights  convertible  into  Common  or  Preferred stock (collectively
"securities").  The  securities must be issued for such consideration, including
cash,  property,  or  services,  as the Board of Directors may deem appropriate,
subject to the requirement that the value of such consideration be less than the
par value of the shares issued. Any shares issued for which the consideration so
fixed  paid or delivered shall be fully paid stock and the holder of such shares
shall  not  be  liable  for  any further call of assessment or any other payment
thereon,  provided  that the actual value of such consideration is not less that
then  par value of the shares so issued. The Board of Directors may issue shares


                                       13
<PAGE>

Common  Stock in the form of a distribution or distributions pursuant to a stock
dividend  or  split-up  of the shares of the Common Stock only to ten holders of
the  outstanding  shares  of  the  Common  Stock.

All shares issued by the Company for services through the period ended March 31,
2005,  were  issued  at  below  par  value.

Authorized  Shares
------------------
During  November  2004  the  board  of  directors  amended  the  articles  of
incorporation  to increase the authorized to 20,000,000,000 shares (par value of
$.001)  of  which 19,990,000,000 are common shares and 10,000,000 are preferred.
There  are  three  classes  of  preferred  stock  which  are as follows; Class A
Preferred  of  3,000,000  shares of which one (1) share of preferred converts to
10,000  shares  of  common  stock  at,  Class B Preferred of 2,000,000 shares of
preferred  of  which  (1) shares of preferred converts to 2,000 shares of common
stock,  and  Class  C  Preferred  of  5,000,000  shares.

On  September  30, 2004 the Company amended its Certificate of Incorporation and
authorized  5,000,000  shares  of  Class  C  Preferred  stock, $0.001 par value,
convertible,  with  a  stated  value of $1.00 per share for conversion purposes.
The  Class  C  Preferred  stock  is convertible at the option of the holder into
common  shares  of  the  Company  at  the  end of 12 months from the date of its
issuance  into  based upon the ten day average trading price of the common stock
just  prior  to  the  end  of the 12 month holding period.  Therefore One Dollar
($1.00)  of  Preferred  Stock  (which is one share of Class C Preferred) will be
converted  into  $1.00 worth of common stock. For example if the price per share
of  the  common stock on the date of conversion is  $.10 per share the holder of
the  Preferred  stock will receive 10 shares of common stock for every shares of
Class  C  Preferred  stock  that  is  converted  into  common.

During  April  2003 the board of directors amended the articles of incorporation
to  increase  the authorized to 10,000,000,000 shares of which 9,990,000,000 are
common  shares and 10,000,000 are preferred. The shares were initially increased
in  April  2003  to  2,000,000,  and  the  balance  was  issued  in  April 2004.

Stock  Issuance

During  third quarter of fiscal year ended June 30, 2005 the following stock was
issued:

300,000,000 shares, valued at $.001each, as partial payment  for the acquisition
of  the  assets  of  Seamless  P2P,  LLC  (the  balance  was  issued  in Class C
Preferred  Stock  ,  see  Preferred  Stock)

3,368,734,000  shares  were  issued  for  officer's  salary  and  for  services.

During second quarter of fiscal year ended June 30, 2005 the following stock was
issued:

Windsor  converted  100,000 shares of preferred stock to 1,000,000,000 of common
shares,  of  which  900,000,000  of  the  common  shares were issued for Company
services.

2,224,717,500  were  issued  for  officer's  salary  and  for  services.

During  first quarter of fiscal year ended June 30, 2005 the following stock was
issued:

$300,000 worth of common stock to Windsor Professional Plaza LLC  as payment for
$300,000  worth  of  debt.
220,000,000 shares were issued to acquire 22,000 shares of Save the World valued
at  $5.00  per  share.

874,430,000  shares  were  issued  for  services.

During  fiscal  year  ended  June  30,  2004,  the  following  stock was issued:

495,000,000 shares were issued for payment in full on a note owed by the Company
for  past  due  wages.

546,260,000  shares  of common stock were issued per the conversion of preferred
stock  into  common,  pursuant to the agreement with Windsor Professional Plaza,
LLC.

136,000,000 shares of common stock were issued as payment to consultants in lieu
of  cash for services provided pursuant to consulting agreements. The fair value
of  the  shares  was  recorded  as  prepaid  professional services and amortized
ratably  over  the  term of the contract. These shares were issued pursuant to a
Form  S-8  registration  statement 156,390,807 shares of restricted common stock


                                       14
<PAGE>

were  issued  to  Global  Debit  Cash  Card  pursuant to the Territory Marketing
Agreement, as amended, in exchange for the limited exclusive marketing rights to
sell the debit cards in the states of Colorado and Utah for a period of ten (10)
years.

170,000,000 shares of common stock were issued as payment to consultants in lieu
of  cash for services provided pursuant to consulting agreements. The fair value
of  the  shares  was  recorded  as  prepaid  professional services and amortized
ratably  over  the term of the contract.  These shares were issued pursuant to a
Form  S-8  registration  statement
200,000,000  shares of restricted common stock were issued to repurchase 200,000
shares  of  DCM.

54,000,000  shares of common stock were issued as payment to consultants in lieu
of  cash for services provided pursuant to consulting agreements. The fair value
of  the  shares  was  recorded  as  prepaid  professional services and amortized
ratably  over  the term of the contract.  These shares were issued pursuant to a
Form  S-8  registration  statement

80,000,000  shares  of  restricted common stock were issued as per agreement for
the  repurchase  of  80,000  shares  of  DCM.

The company complies with the provisions of Emerging Issues Task Force Issue No.
96-18,  Accounting  for  Equity  Instruments  Issued to Other Than Employees for
Acquiring,  or  in  Conjunction  with, Selling Goods or Services ("EITF 96-18"),
with  respect to stock issuances to such non-employees, whereby the value of the
services  was  determined  as  a  reliable  measurement  of  fair  value.

Stock  Issuance  for  Acquisitions:  Refer  to  Note  2-Business  Combinations

Preferred  Stock
On  April  1  2005 the 562,500,000 shares of its unregistered common stock which
were  not  issued  on March 8, 2005  and was changed to 56,250 shares of Class A
Preferred  Shares.  The  Board  of  Directors  on  March  8, 2005 authorized the
issuance  of  562,500,000  shares of its unregistered restricted common stock to
the  Reda  Family  Trust for $75,000.00. This issuance was intended to be exempt
from  registration under section 4 (2) and/or Regulation D of the Securities Act
of  1933.

During  the  third quarter of fiscal year ended June 30, 2005 the Company issued
700,000  shares  of  Class  C  Preferred Shares convertible into $1.00 of Common
Stock  after 12 months as partial payment for the assets of Seamless P 2 P, LLC,
the  acquired  assets  were  then  transferred  to  a subsidiary of the Company,
Seamless Peer 2 Peer, Inc., a Nevada Corporation. The Company also issued 55,784
shares of Class A Preferred Shares in order to reduce the debit "Note payable to
related  party"  this  debit is still on the books as required by the Accountant
until  stock  is cleared and the  debit paid in full, the debit will be credited
then  it  will  no  longer  be  included  in  the  balance  sheet.

By  the  end  of  the  second quarter of fiscal year ended June 30, 2005 Windsor
Professional  Plaza  LLC  had  650,000  unconverted  shares  of preferred stock.

During  the  first  quarter  of  fiscal  year  ended  June  30, 2005 the Company
cancelled  35,186  shares in order to reduce preferred stock outstanding because
they  would  have  converted  into an amount of common shares in excess of those
authorized.  Windsor  Professional  converted 117,453 shares of preferred stock.

In  May  2004  Mercatus,  with  the  consent  of the Company, assigned 1,029,231
preferred  shares  to  Windsor  Professional  Plaza,  LLC.

Note  8  Income  Taxes

No  provision  for  income taxes has been recorded in the accompanying financial
statements  as  a  result of the Company's net operating losses. The Company has
unused  tax  loss  carry  forwards of approximately $12,500,000 to offset future
taxable  income.  Such  carryforwards  expire  in  the years beginning 2021. The
deferred  tax  asset  recorded  by  the  Company  as  a result of these tax loss
carryforwards  is approximately $4,000,000 and $2,400,000 June 30, 2004 and 2003
respectively.  The Company has reduced the deferred tax asset resulting from its
tax  loss  carryforwards  by  a  valuation  allowance  of an equal amount as the
realization  of  the  deferred  tax  asset  is  uncertain. The net change in the
deferred  tax  asset  and valuation allowance from July 1, 2003 to June 30, 2004
was  an  increase  of  approximately  $1,600,000.


                                       15
<PAGE>

Note  9  Commitments

The  Company,  through  its Alpha Tooling Inc. subsidiary has entered into lease
agreements  for  office  space that expire through June, 2007. The Company rents
additional  office  space  in  Nevada,  on  a  month  to  month basis. Remaining
commitments  under  the  operating  leases  are  as  follows:

     Fiscal  Year  Ending  June  30          Amount
     ------------------------------          ------
                  2005                      $38,640
                  2006                       40,572
                  2007                       34,734
                                           --------
                                           $113,946

Note  10  Segment  Information

In accordance with SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information," management has determined that there were three reportable
segments  based  on  the customers served by each segment: Full service internet
service  provider  (ISP).  Such  determination  was  based on the level at which
executive  management  reviews  the  results  of  operations  in  order  to make
decisions  regarding performance assessment and resource allocation. Even though
all  operations  ceased before the previous year end of June 30, 2003 there were
ongoing  expenses  related  to  the  closing  of  the  respective  operations.

The  Company is currently a start up business that is concentrating on providing
"Wireless Internet" access at business locations. The Company was a full service
Internet service provider that served customers requiring Internet access in the
western  United States through dial-up, and high-speed wireless; web hosting and
web  design  (which  ceased  operations  as  of  June  30,  2003).

Certain  general  expenses  related  to  advertising  and marketing, information
systems,  finance  and  administrative groups are not allocated to the operating
segments  and  are included in "other" in the reconciliation of operating income
reported  below.  The  accounting policies of the segments are the same as those
described  in  the  summary  of  significant  accounting  policies (see Note 1).

Information  on  reportable  segments  is  as  follows:

<TABLE>
<CAPTION>

              THREE AND NINE MONTHS   OF FISCAL YEAR  ENDED JUNE 30, 2005 AND 2004
              --------------------------------------------------------------------
                                 THREE  MONTHS                          NINE MONTHS
                       March  31, 2005    March  31, 2004    March  31, 2005    March  31, 2004
<S>                   <C>                <C>                <C>                <C>
Wi-Fi ISP  NET SALES  $            601   $              0   $            845   $              0
OPERATING LOSS        $              0   $              0   $              0   $              0
SOFTWARE NET SALES    $              0   $              0   $              0   $              0
OPERATING LOSS        $              0   $              0   $              0   $              0
COST AND EXPENSES     $      1,049,547   $      1,491,558   $      2,899,860   $      4,139,563
OTHER NET INCOME      $         36,543   $        653,506   $         38,778   $        571,911
NET LOSS              $     (1,012,403)  $       (838,052)  $     (2,860,237)  $     (3,567,652)
TOTAL
--------------------
NET INCOME            $            845   $              0   $            845   $              0
NET LOSS              $     (1,012,403)  $      ( 838,052)  $     (2,860,237)  $     (3,567,652)
</TABLE>

 Note  11  Other  Events

a.  Company  Acquisition

In  January  2005  the  Company  acquired  the assets of Seamless P 2 P, LLC for
$1,000,000  worth  of  Company  stock:   as  follows:  700,000 shares of Class C
Preferred  Shares  convertible  into  $1.00  of Common Stock after 12 months and
300,000,000  shares  of Common stock valued at $.001each and 20% interest in the
new  subsidiary of the Company "Seamless Peer 2 Peer, Inc" a Nevada Corporation.
These assets were transferred to the new subsidiary of the Company Seamless Peer
2  Peer,  Inc.


                                       16
<PAGE>

In  January 2005 the Company acquired the assets of Seamless P2P LLC for 700,000
shares  of  Preferred  Class  "C" Shares and 300,000,000 shares of the Company's
Common  stock  valued  at  $1,000,000

In December 2003 the Company acquired the assets of Debit Card Marketing Company
Enterprises,  Inc  for  60,000,000  shares  of  Global  Debit Cash Card, Inc. (a
subsidiary  of  the  Company)  which  included reduction of the note owed by the
Company  to  $515,000.  That  debit transferred as an asset to Global Debit Cash
Card,  Inc.

In  June  2002,  DCM  Enterprises,  Inc.  ("DCM") entered into an asset purchase
agreement  with  the Company for the purchase of assets consisting of equipment,
inventory,  and  proprietary  information  used  in  the  sale  of  sunglasses
(hereinafter  referred  to  as  "Ace  Optics").  The purchase price consisted of
2,000,000  restricted shares of DCM's common stock valued at $1,000,000 or $0.50
per share.  However, due to a disagreement with the Company's former officer and
director,  the Company was unable to take control of Ace Optics.  Therefore, the
transaction was rescinded.  On August 22, 2003, DCM and the Company entered into
an agreement to compensate DCM for the rescinded Ace Optics agreement.  Pursuant
to  the  Compensation  Agreement,  IBII  has  agreed  to  compensate  the  DCM
approximately $768,000 in either cash, stock, or in other assets mutually agreed
upon  since  the  Company  has  received  approximately  $141,000  in equipment,
$269,000  in  cash,  $150,000  in  land  and  $65,060 in deposit related to real
property  purchase.  The  amount  owed  under this agreement carries a 5% annual
interest  rate.  The entire amount is owed and due on February 22, 2005.  Albert
Reda,  the  Company's  CEO,  also  serves  as  DCM's  CEO.

In  September  2003 the Company through its wholly owned subsidiary Global Debit
Cash  Card,  Inc,  a  Nevada Corporation (GLCD), agreed to purchase from DCM the
Colorado  and  Utah territories for marketing the CARDS as per the USA Territory
Marketing  Representative Agreement. Pursuant to the terms of the agreement GLCD
operates  as  the  Territory  Marketing  Representative in Colorado and Utah and
license  resellers  of the CARDS. The Licensed Activated Resellers (LAR) will be
licensed  through  GLCD,  the  Territory  Marketing  Representative.

In  August  2003 the Company acquired Alpha Tooling, Inc. with 190,000 shares of
DCM  Enterprises, Inc stock.  As per the agreement with DCM Enterprises, Inc the
Company  transferred  Alpha  Tooling,  Inc  to  DCM  Enterprises, Inc for credit
towards  the  debit it has with DCM Enterprises, Inc. After October 1st 2003 the
transaction  was  changed  by  agreement  to  an  Asset  assignment.

b.  Marketing  Agreement

As  filed  in  an  8K  dated  April  27,  2005;  The  Company is writing off its
$450,625.00  investment  in the "Territory Marketing Agreement" that the Company
acquired  from  Global  Debit  Cash  Card, Inc. Global was unable to establish a
viable  private  label  debit  card  program  that  was  the primary part of the
agreement  and the reason that the Company entered into to the agreement to sell
debit  cards.  See  agreement  synopsis  below:

"The  USA  Territory  Marketing Representative Agreement previously entered into
between  the  Company  and Global Debit Cash Card, Inc. was amended on March 15,
2004, to reflect the receipt of 156,390,807 shares of common stock as payment in
full  in exchange for the limited exclusive right to market and sell debit cards
in  the  states  of  Colorado  and  Utah  for  a  period  of  10  years."

c.  Stock  Repurchase

In  December  2003 the Company reacquired 200,000 shares of DCME for 200,000,000
restricted  shares  of  the  Company.

The  stock  repurchase  agreement  was  modified  allowing an additional 200,000
shares  of  DCME  to  be  repurchased  by  the  Company.

In  September 2003 the Company agreed to reacquire the 149,283 shares previously
sold to the investor.  The agreement provides for the issuance of 560,000 shares
of  DCM  Enterprises  ("DCME")  common stock in addition to 40,000,000 shares of
restricted common stock of the Company. The agreement also allows the Company to
purchase  from  the  investor 200,000 shares of the 560,000 shares of DCME based
upon  the  following  terms  per  quarter.  40,000 shares of DCME for 40,000,000
shares of restricted common stock of the Company. This agreement to purchase the
200,000  shares  of  DCME  is  only  in  effect until such time that DCME begins
trading.

d.  Agreement  between  the  company  and  DCM  Enterprise,

March  18  2004  DCM  filed  the  following  information  on  form 8K as further
agreement  to  the  original  agreement  between  the  Company  and  DCM:


                                       17
<PAGE>

In  August  2003  the  Company  agreed  to  provide  the  Buyer of Ace Optics an
alternative  company  or  return  the  Buyer's  stock  since  Ace  Optics ceased
operations  immediately after the acquisition. In lieu of an alternative Company
the  Buyer  and Seller agreed that the balance of the DCME stock received by the
Seller will be returned to the Buyer. Subsequently the Company acquired and then
sold  Alpha  Tooling  to  DCM.

In  August  2003 The Company acquired Alpha Tooling, Inc. with 190,000 shares of
DCM  Enterprises,  Inc stock.  As per an agreement with DCM Enterprises, Inc the
Company  initially  transferred  Alpha  Tooling, Inc to DCM Enterprises, Inc, in
exchange  for  a reduction of the debit it had with DCM Enterprises, Inc. During
October  2003  the  transaction was changed by agreement to an Asset assignment.
The  Company  assigned  certain  assets  of Alpha Tooling for credit of $311,639
which  reduced the debt owed to DCM Enterprises, Inc. from $760,000 to $448,361.

Note  12  -  Legal  Proceedings

Globalist  v.  Internet  Business's  International,  Inc.  et  al
-----------------------------------------------------------------

In July 2003 Globalist sued the Company and was awarded a judgment plus interest
in  the  amount  of  approximately  $301,000.  The  Company appealed the court's
decision  and the award amount. In February 2005 the Company reached a tentative
settlement  with  Globalist  which required the payment of $75,000 by March 2005
subject  to court approval.  Pursuant to the payment of the settlement amount of
$75,000  on  March  8,  2005,  the  Board  of  Directors  issued  562,500,000
shares  of  its unregistered  restricted  common  stock to the Reda Family Trust
for  $75,000.00.  This  issuance  was  intended  to  be exempt from registration
under section 4(2) and/or  Regulation  D  of  the  Securities  Act  of  1933. On
April  1  2005  the  562,500,000  shares  of its unregistered common stock which
were  not  issued  on March 8, 2005 was changed to the issuance 56,250 shares of
Class  A  Preferred  Shares.  The  Company  is  still waiting for Court approval
regarding  the  final  settlement  at  which  time the funds will be paid as per
agreement.

Ronald  Friedman,  Robert  Friedman,  the  Ronald Friedman 1997 Grantor Retained
--------------------------------------------------------------------------------
Annuity  Trust  v.  Internet  Business's  International, Inc. et al and Internet
--------------------------------------------------------------------------------
Business's  International.  Inc. v Ronald Friedman 1997 Grantor Retained Annuity
--------------------------------------------------------------------------------
Trust
-----

In  April  2001  Ronald  Friedman  and the Ronald Friedman 1997 Grantor Retained
Annuity  Trust  sued the Company for, among other things, breach of contract, in
the  United  States  District Court, Southern District of New York. The case was
transferred to the United States District Court, Central District of California,
Southern  Division,  to  be consolidated with Internet Business's International.
Inc.  v  Ronald  Friedman 1997 Grantor Retained Annuity Trust.  At that time the
Company  filed a cross-complaint against the Trust for rescission and the return
of  $1,006,857.  This  case  has  been  dismissed  by  the  judge.

Community  Bank  of  Nevada  v  Internet  Business's  International,  Inc. et al
--------------------------------------------------------------------------------

On  December  20, 2000, the Community Bank of Nevada filed a lawsuit in District
Court, Clark County against Internet Business's International. Inc., seeking the
return  of  equipment.  The  Company  was not aware of the lawsuit and a default
judgment  was  entered  against  the  Company  in  the  amount of $134,052.  The
Company's  attorney  is  currently  in  negotiations  to  settle  this  matter.

Louis  Cherry  v.  InternetBusiness's  International,  Inc.
-----------------------------------------------------------

As  filed  in  an 8K dated April 6, 2005: On June 4, 2004 an action was filed in
----------------------------------------
Superior Court of California, Orange County, Central Justice Center Branch; Case
Number  04CC03487,  entitled  Louis Cherry v. Internet Business's International,
Inc.  (the  "Complaint").  In  the  Complaint,  Louis  Cherry  alleged Breach of
Employment  Contract  and  sought  an  unspecified amount of money damages.  The
Complaint  was  settled  by  and  between  Louis Cherry and the Company, and Mr.
Cherry  was  not awarded any monetary sums.  Additionally, Mr. Cherry waived any
claims  of  seeking indemnification by the Company due to actions of Mr. Cherry,
and  waived  certain claims against certain assets of the Company.  On March 29,
2005,  a  Dismissal  with  Prejudice  was  entered  with  the  Superior Court of
California,  Orange  County;  each  Party  bore  their own legal fees and costs.

Management  of the Company believes that due to its current financial condition,
any  unfavorable  outcome  in  the  above matters will have a materially adverse
effect  on  the financial condition, results of operations and cash flows of the
Company.


                                       18
<PAGE>

Note  13-  Subsequent  Events

On  April  26,  2005  a  subsidiary  of  the  Company,  Seamless  Peer  2  Peer,
Inc.,  the  developer  of  a  patent  pending  encryption  software  program
completed   installation  of   its  Phenom  Software  Program  at   Science
Applications  International  Corporation's  (Science Applications) Public Safety
Integration  Center  (PSIC).  PSIC  is  located  in  the Washington, D.C. suburb
of  McLean,  Va.,  is a laboratory, testing center, and  prototype demonstration
facility  that  is  used  to show the successful integration of capabilities and
expertise  of  Science  Applications from SAIC  with  vendors, service providers
and  the federal government to suit specific customer needs. Demonstrations  and
testing  are  tailored  to  clients' specific needs in  the  areas  of  homeland
security,  homeland  defense,  and  national  security.   PSIC  staff
demonstrates  various integrated solutions to suit clients' special requirements
in  areas  that  include  policy,  enterprise architecture, systems engineering,
information  technology,  training  and  prevention.
In April 2005 GLCD reversed it stock 1,000 shares of GLCD for 1 of GBCD (the new
stock  symbol)  GBCD  recently  traded  at  $1.01  per  share  in  low  volume.


ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS.

The  following  discussion and analysis of the Company's financial condition and
results  of operations should be read with the consolidated financial statements
and  related  notes  included  elsewhere  in  this  Report.

When  the  words  used  in  this  Report,  such  as;  "expects,"  "anticipates,"
"believes,"  "plans,"  "will"  and  similar expressions are intended to identify
forward-looking  statements.  These are statements that relate to future periods
and  include,  but are not limited to statements; as to statements regarding our
critical  accounting  policies,  adequacy  of  cash,  expectations regarding net
losses  and  cash  flow, statements regarding growth and profitability, need for
future  financing,  dependence  on  personnel,  operating  expenses,  ability to
respond  to  rapid technological change and statements regarding the issuance of
common stock to the Company's executive officers. Forward-looking statements are
subject  to  certain  risks and uncertainties that could cause actual results to
differ  materially  from those projected. These risks and uncertainties include,
but  are  not limited to, those discussed below, as well as risks related to our
ability to develop and timely introduce products that address market demand, the
impact  of  alternative  technological advances and competitive products, market
fluctuations,  the  Company's  ability to obtain future financing, and the risks
set  forth  below  under  "Factors That May Affect the Company's Results." These
forward-looking  statements  speak  only  as  of  the  date  hereof. The Company
expressly  disclaims  any  obligation  or  undertaking  to  release publicly any
updates  or  revisions  to  any  forward-looking  statements contained herein to
reflect  any  change  in  our  expectations with regard thereto or any change in
events,  conditions  or  circumstances  on  which  any  such statement is based.

Overview

Alpha Wireless Broadband, Inc. ("Company") is currently a start up business that
is  currently  operating  two  subsidiaries  as  follows:

 Skyy-Fi,  Inc.,  that  is  providing  "Wireless  Internet"  access  at business
locations. This service is referred to as Wireless Fidelity or Wi-Fi, for short.
Wi-Fi  also  refers  to  wireless  equipment  that  meets  published  802.11(x)
standards.  Wi-Fi  equipment  operates  in  2.4 and 5.8 GHz which are unlicensed
frequencies.  There  are  many  wireless Internet systems available but they all
have  universal compatibility. The Wi-Fi POP is commonly referred to as a "Wi-Fi
Hotspot".  Wireless  Internet  refers  to  radio  frequencies that may either be
licensed (which is above 5.8 GHz "gigahertz") and or unlicensed frequency (which
is  between  2.4  to  5.8  GHz).  Its  web  site  is  www.skyyfi.com  .
                                                      --------------

Seamless  Peer  2  Peer,  Inc.,  which is a developer and provider of a software
program  'Phenom" that  encrypts Wi-Fi transmissions based upon RSA's government
certified  256  bit  AES encryption coupled with RSA's Public Key Infrastructure
flexible  telecom  data  and  voice  transport  solutions.  Its  web  site  is
www.seamlessp2p.net  .
          ---------

(A)  PLAN  OF  OPERATION

The  Company  located  in  Nevada;  has  6  independent  contractor  employees,

The  Company  is currently a start up operation. As of this date the Company has
installed Wi-Fi at 30 locations for its Skyy-Fi, Inc., Wi-Fi subsidiary, and has
installed two of its Phenom Software Encryption Program at two locations for its
Seamless  Peer  2  Peer,  Inc.,  software  developer  subsidiary.


                                       19
<PAGE>

(B)     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS  OF  OPERATIONS

With  the  Company  starting  up  a  business  it  is important to note that the
following  discussion  and  analysis  of  the Company's  financial condition and
results  of operations should be read with the consolidated financial statements
and  related  notes  included  elsewhere  in  this  Report.

The selected financial data for the Third Quarter of Fiscal years ended June 30,
2005, 2004, are derived from the  financial statements of the Company and should
be  read  in  conjunction  with the audited financial statements included in the
June  30,  2004  and  2003  10K/SB.  These are restated based upon the change in
revenue  recognition.  See  Note  2 of the footnotes to the financial statements
titled  "Change  in  Revenue  Recognition".  The change only impacted the stated
"Revenues"  and  not  the  "Net  income".

Results  of  Operations

In accordance with SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information," management had determined that there were three reportable
segments,  (all of which have ceased operations in the fourth quarter for fiscal
year  ended  June  2003),  based  on  the customers served by each segment: Full
service  internet  service  provider  (ISP),  which  ceased operation during the
fiscal  year  ended  June  2003.  The  current  wireless  internet  service
business-to-consumer ("B2C") provider primarily consisted of direct marketing of
the  Companies  services and products. Such determination was based on the level
at which executive management reviews the results of operations in order to make
decisions  regarding  performance  assessment  and  resource  allocation.

Certain  general  expenses  related  to  advertising  and marketing, information
systems,  finance  and  administrative groups are not allocated to the operating
segments  and  are included in "other" in the reconciliation of operating income
reported  below.  The  accounting policies of the segments are the same as those
described  in  the  summary  of  significant  accounting  policies  (Note  1).

Analysis  of  Financial  Condition

Revenues;  for the three months ended March 31, 2005 were $ 601 as compared with
$0  for  the  corresponding  period  in 2004, an increase of $ 601.  The revenue
generated  for the nine months ended March 31, 2005 was $845 as compared with $0
for the corresponding period in 2004, an increase of $845. The Company's current
operations  started  effective  July  2004.

Selling,  general  and administrative expenses; for the three months ended March
31,  2005 was $1,049,547 as compared to $1,491,558  for the same period in 2004,
a  decrease of $442,011 or approximately 30%.  Such expenses for the nine months
ended  March 3, 2005 was $2,899,860 as compared to expenses of $4,139,563 in the
same  period  in  2004  a  decrease  of  $1,239,703  or  approximately 30%.  The
continued   high  cost  of  the  selling,  general  and  administrative expenses
reflect  the  impact  of  the  use of S-8 stock to compensate needed services by
various  professionals  in the absence of equity funding.  Thus far, during 2005
the  quarter  ended  March  31, 2005 the Company received an additional $251,165
from  its  funding  line  this  was  not sufficient to maintain growth and cover
expenses.  The company plans to continue to pursue revenue growth and expects to
utilize  additional  private  placements  or  other  equity financing during the
remainder  of  2005,  in  addition to utilization of S-8 stock to compensate for
certain  needed  services

Other  Income;  is  either extraordinary income from payment in full on debt for
a reduced amount (with the difference represented as income) and  from  the sale
of fully or partially depreciated equipment where the income from  the  sale  is
greater  than  the  amount  depreciated.  Since  there  are no expectations that
furthers  sales  will  occur  and that the revenues from previous operations are
dissimilar  therefore  there  will  be  no  comparison  of  the  quarters.

Net  Loss;  for the three months ended March 31, 2005 was $1,012,403 as compared
to $838,052 for the same period in 2004 an increase of $174,351 or approximately
120%.  The  net loss for the nine  months ended March 31, 2005 was $2,860,237 as
compared  to  $3,567,652  for  the  nine  months  ended  March 31, 2004 which is
approximately  a  decrease  of  20%  or  $707,415.  Management  believes  these
results  are  a  direct  reflection  of  continued  higher  expenses  due to the
continued  expansion  of  the  business  and  new  acquisition  and  its related
expenses.  These expenses are not expected to remain high however sales for both
the Wi-Fi and software programs will continue to increase which should result in
a  decrease  in  the  net  operating  loss.


                                       20
<PAGE>

<TABLE>
<CAPTION>

              THREE AND NINE MONTHS   OF FISCAL YEAR  ENDED JUNE 30, 2005 AND 2004
              --------------------------------------------------------------------
                                 THREE  MONTHS                          NINE MONTHS
                       March  31, 2005    March  31, 2004    March  31, 2005    March  31, 2004
<S>                   <C>                <C>                <C>                <C>
Wi-Fi ISP  NET SALES  $            601   $              0   $            845   $              0
OPERATING LOSS        $              0   $              0   $              0   $              0
SOFTWARE NET SALES    $              0   $              0   $              0   $              0
OPERATING LOSS        $              0   $              0   $              0   $              0
COST AND EXPENSES     $      1,049,547   $      1,491,558   $      2,899,860   $      4,139,563
OTHER NET INCOME      $         36,543   $        653,506   $         38,778   $        571,911
NET LOSS              $     (1,012,403)  $       (838,052)  $     (2,860,237)  $     (3,567,652)
TOTAL
--------------------
NET INCOME            $            845   $              0   $            845   $              0
NET LOSS              $     (1,012,403)  $      ( 838,052)  $     (2,860,237)  $     (3,567,652)
</TABLE>

The  following  discussion  should  be  read  in  conjunction with the financial
statements  of the Company and notes thereto contained elsewhere in this report.

Information  on  reportable  segments  is  as  follows:

(1)     WISP:  The  resultant loss from operations for the Wi-Fi ISP segment for
third  quarter  for  fiscal  year  ended  June 30, 2005 are expected to continue
because  these  expenses  are  related  to  the  startup  of  this  operation.

(2)     Software:  The  resultant  loss  from  operations  for  the  Software
encryption program segment for third quarter for fiscal year ended June 30, 2005
are  expected  to  continue because these expenses are related to the startup of
this  operation.

Liquidity  and  Capital  Resources

Net  cash used in operating activities at the end of the third quarter of fiscal
year  ended  June 30, 2005, decreased to  ($476,566) due to the use of stock for
services  which is an increase compared to the results for the same period ended
2004  of  ($1,080,763).  The  Company  has alternative sources of capital so the
Company can expand its new Internet operations of establishing wireless Internet
locations  commonly  referred to as Wi-Fi hotspots. This is being provide by two
sources;  Windsor  Professional  Plaza LLC which is providing capital to resolve
previous  Company  debts,  and through 1st American Factoring LLC which provides
capital  to  expand  the  Companies  current  operations.

Capital  Expenditures

The  Company  issued  $1,123,300 worth of Common stock for acquisition of assets
during  the  third  quarter  of  fiscal  year  ended  June  30,  2005.

Acquisitions

In  January 2005 the Company acquired the assets of Seamless P2P LLC for 700,000
shares  of  Preferred  Class  "C" Shares and 300,000,000 shares of the Company's
Common  stock valued at $1,000,000 and 20% interest in the new subsidiary of the
Company  "Seamless  Peer  2  Peer,  Inc" a Nevada Corporation. These assets were
transferred  to  the  new  subsidiary  of the Company Seamless Peer 2 Peer, Inc.

In  August  2003 the Company acquired Alpha Tooling, Inc. with 190,000 shares of
DCM  Enterprises, Inc. stock, as per an agreement with DCM Enterprises, Inc. The
Company then transferred Alpha Tooling, Inc. to DCM Enterprises, Inc. for credit
towards  the  debit it had with DCM Enterprises, Inc.  After October 1, 2003 the
transaction  was  changed  by  agreement  to  an  Asset Assignment.  The Company
assigned  certain  assets  of Alpha Tooling for credit of $311,639 which reduced
the  debt  owed  to DCM Enterprises, Inc. from $760,000 to $448,361. The Company
retained  the  Alpha  Tooling  Corporation  which  had  assets of $42,050 (which
were  not  assigned  to  DCM  Enterprises,  Inc.),  and  debt  of  $351,306.

In April 2005 GLCD reversed it stock 1,000 shares of GLCD for 1 of GBCD (the new
stock  symbol)  GBCD  recently  traded  at  $1.01  per  share  in  low  volume.

In  December 2003 GLCD acquired the assets of DCM for 60,000,000 shares of  GLCD
which  included  reduction  of  the  note owed by the Company to $515,000, which
was  transferred  as  an  asset  to GLCD.  GLCD is traded over the counter (OTC)
on  the  Pink  Sheets  LLC  quotation  service  under  the  symbol  "GLCD".


                                       21
<PAGE>

In  September  2003  the  Company,  through  its  wholly owned subsidiary Global
Debit  Cash  Card,  Inc.,  a Nevada Corporation ("GLCD") agreed to purchase from
DCM  the  Colorado  and  Utah territories for marketing the CARDS as per the USA
Territory  Marketing  Representative  Agreement.  Pursuant  to  the terms of the
agreement GLCD will operate as the Territory Marketing Representative ("TMR") in
Colorado  and  Utah  and license resellers of the CARDS.  The Licensed Activated
Resellers  ("LAR")  will  be  licensed  through  GLCD,  the  TMR.

Critical  Accounting  Policies

The  Securities  and  Exchange Commission issued Financial Reporting Release No.
60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies,"
or  FRR  60,  suggesting  that  companies  provide  additional  disclosure  and
commentary  on  their  most  critical  accounting  policies.  The  most critical
accounting  policies  are the ones that are most important to the portrayal of a
company's  financial  condition and operating results, and require management to
make  its most difficult and subjective judgments, often as a result of the need
to make estimates of matters that are inherently uncertain. The Company believes
that  of  the  significant  accounting  policies  used in the preparation of the
consolidated  financial statements (see Note B to the Financial Statements); the
following are critical accounting policies, which may involve a higher degree of
judgment,  complexity  and  estimates.  The methods, estimates and judgments The
Company  uses  in  applying  these  most  critical  accounting  policies  have a
significant  impact  on  the  results  reported  in  the  Company's  financial
statements.

Off  Balance  sheet

The  Company  has not entered into any off balance sheet arrangements that have,
or  are  reasonably  likely  to have a current or future effect on the company's
financial  condition,  changes  in  financial  condition,  revenues or expenses,
result of operations, liquidity, capital expenditure, or capital resources which
would  be  considered  material  to  investors.

Use  of  Estimates

The  preparation  of  the  consolidated  financial  statements are in conformity
with  United States generally accepted accounting principles which require us to
make  estimates  and  assumptions that affect the reported amounts of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
the  financial  statements  and  the  reported  amounts of revenues and expenses
during  the  period.  Actual  results  could  differ  from  those  estimates.

Stock-Based  Compensation  Arrangements

The  Company  issues  shares of common stock to various individuals and entities
for  certain  management,  legal,  consulting  and  marketing  services.  These
issuances  are  valued  at the fair market value of the service provided and the
number  of  shares  issued  is  determined,  based upon the closing price of our
common  stock on the date of each respective transaction. These transactions are
reflected  as  a  component  of  general  and  administrative  expenses  in  the
accompanying  statement  of  operations.

Inflation

The  moderate rate of inflation over the past few years has had an insignificant
impact  on  the  Company's  sales  and  results of operations during the period.

Net  Operating  Loss  Carry  forwards

For  the  fiscal  year  ended  June 30, 2004, the Company had net operating loss
carry  forwards  for  federal and state purposes of approximately $5,117,636 and
$3,070,582  respectively.  These carry forwards begin to expire in 2016 and 2006
respectively.

Forward  Looking  Statements

The  foregoing  Management's  Discussion and Analysis of Financial Condition and
Results  of  Operations contains "forward looking statements" within the meaning
of  Rule  175  under the Securities Act of 1933, as amended, and Rule 3b-6 under
the  Securities  Act  of 1934, as amended, including statements regarding, among
other  items,  the  Company's  business  strategies,  continued  growth  in  the
Company's markets, projections, and anticipated trends in the Company's business
and  the  industry  in  which  it  operates.  The  words  "believe,"  "expect,"
"anticipate," "intends," "forecast," "project," and similar expressions identify
forward-looking  statements.  These forward-looking statements are based largely
on  the  Company's  expectations  and  are  subject  to  a  number  of risks and
uncertainties,  certain  of which are beyond the Company's control.  The Company


                                       22
<PAGE>

cautions  that  these statements are further qualified by important factors that
could  cause  actual  results  to  differ  materially  from those in the forward
looking  statements,  including, among others, the following: reduced or lack of
increase  in  demand  for the Company's products, competitive pricing pressures,
changes  in  the  market price of ingredients used in the Company's products and
the  level  of expenses incurred in the Company's operations.  In light of these
risks  and  uncertainties,  there  can  be no assurance that the forward-looking
information  contained  herein  will  in fact transpire or prove to be accurate.
The  Company  disclaims  any  intent  or  obligation  to update "forward looking
statements."

ITEM  3.  CONTROLS  AND  PROCEDURES

(a)  Evaluation  of  disclosure controls and procedures. We maintain "disclosure
controls  and  procedures,"  as such term is defined in Rule 13a-14(c) under the
Securities  Exchange  Act  of  1934,  or  the Exchange Act, that are designed to
ensure  that  information required to be disclosed by us in reports that we file
or  submit  under  the  Exchange  Act  is  recorded,  processed, summarized, and
reported within the time periods specified in Securities and Exchange Commission
rules  and  forms,  and that such information is accumulated and communicated to
our  management,  including  our  Chief  Executive  Officer  and  Treasurer,  as
appropriate,  to  allow  timely  decisions  regarding  required  disclosure.  In
designing  and  evaluating  our  disclosure  controls and procedures, management
recognized that disclosure controls and procedures, no matter how well conceived
and  operated,  can  provide  only  reasonable, not absolute, assurance that the
objectives  of  the disclosure controls and procedures are met. Additionally, in
designing  disclosure  controls  and  procedures, our management necessarily was
required  to  apply  its judgment in evaluating the cost-benefit relationship of
possible  disclosure  controls  and  procedures.  The  design  of any disclosure
controls and procedures also is based in part upon certain assumptions about the
likelihood  of future events, and there can be no assurance that any design will
succeed  in  achieving  our  stated goals under all potential future conditions.
The  evaluation  revealed  certain  weaknesses  in  disclosure  controls  and
procedures.  Based  on their evaluation as of a date within 90 days prior to the
filing  date of this Quarterly Report, our Chief Executive Officer and Treasurer
have  concluded that, subject to the limitations noted above, and except for the
weaknesses noted above, our disclosure controls and procedures were effective to
ensure  that  material  information  relating  to us, including our consolidated
subsidiaries,  is  made  known  to  them  by  others  within  those  entities,
particularly  during  the  period  in  which  this  Quarterly  Report  was being
prepared.

(b)  Changes  in  internal  controls.  We  plan to institute greater controls by
adding  additional  staff  to  allow  for  greater  third  person  review  and
verification  of all transactions thereby enhancing the accuracy of all records.
We are also looking to implement many of the new requirements required under the
Sarbanes-Oxley  Act  of  2002  during  the coming year. However, we believe that
there  were  are  no  significant  changes  in  our internal controls or, to our
knowledge,  in  other  factors  that  could  significantly affect these controls
subsequent  to  the  date  of their evaluation, including any corrective actions
with  regard  to  significant  deficiencies  and  material  weaknesses.

PART  II.  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

Globalist  v.  Internet  Business's  International,  Inc.  et  al
-----------------------------------------------------------------

In July 2003 Globalist sued the Company and was awarded a judgment plus interest
in  the  amount  of  approximately  $301,000.  The  Company appealed the court's
decision  and the award amount. In February 2005 the Company reached a tentative
settlement  with  Globalist  which required the payment of $75,000 by March 2005
subject  to court approval.  Pursuant to the payment of the settlement amount of
$75,000  on  March  8,  2005,  the  Board  of  Directors  issued  562,500,000
shares  of  its unregistered  restricted  common  stock to the Reda Family Trust
for  $75,000.00.  This  issuance  was  intended  to  be exempt from registration
under section 4(2) and/or  Regulation  D  of  the  Securities  Act  of  1933. On
April  1  2005  the  562,500,000  shares  of its unregistered common stock which
were  not  issued  on March 8, 2005 was changed to the issuance 56,250 shares of
Class  A  Preferred  Shares.  The  Company  is  still waiting for Court approval
regarding  the  final  settlement  at  which  time the funds will be paid as per
agreement.


                                       23
<PAGE>

Ronald  Friedman,  Robert  Friedman,  the  Ronald Friedman 1997 Grantor Retained
--------------------------------------------------------------------------------
Annuity  Trust  v.  Internet  Business's  International, Inc. et al and Internet
--------------------------------------------------------------------------------
Business's  International.  Inc. v Ronald Friedman 1997 Grantor Retained Annuity
--------------------------------------------------------------------------------
Trust
-----

In  April  2001  Ronald  Friedman  and the Ronald Friedman 1997 Grantor Retained
Annuity  Trust  sued the Company for, among other things, breach of contract, in
the  United  States  District Court, Southern District of New York. The case was
transferred to the United States District Court, Central District of California,
Southern  Division,  to  be consolidated with Internet Business's International.
Inc.  v  Ronald  Friedman 1997 Grantor Retained Annuity Trust.  At that time the
Company  filed a cross-complaint against the Trust for rescission and the return
of  $1,006,857.  This  case  has  been  dismissed  by  the  judge.

Community  Bank  of  Nevada  v  Internet  Business's  International,  Inc. et al
--------------------------------------------------------------------------------

On  December  20, 2000, the Community Bank of Nevada filed a lawsuit in District
Court, Clark County against Internet Business's International. Inc., seeking the
return  of  equipment.  The  Company  was not aware of the lawsuit and a default
judgment  was  entered  against  the  Company  in  the  amount of $134,052.  The
Company's  attorney  is  currently  in  negotiations  to  settle  this  matter.

Louis  Cherry  v.  Internet  Business's  International,  Inc.
-------------------------------------------------------------

As  filed  in  an 8K dated April 6, 2005: On June 4, 2004 an action was filed in
----------------------------------------
Superior Court of California, Orange County, Central Justice Center Branch; Case
--
Number  04CC03487,  entitled  Louis Cherry v. Internet Business's International,
Inc.  (the  "Complaint").  In  the  Complaint,  Louis  Cherry  alleged Breach of
Employment  Contract  and  sought  an  unspecified amount of money damages.  The
Complaint  was  settled  by  and  between  Louis Cherry and the Company, and Mr.
Cherry  was  not awarded any monetary sums.  Additionally, Mr. Cherry waived any
claims  of  seeking indemnification by the Company due to actions of Mr. Cherry,
and  waived  certain claims against certain assets of the Company.  On March 29,
2005,  a  Dismissal  with  Prejudice  was  entered  with  the  Superior Court of
California,  Orange  County;  each  Party  bore  their own legal fees and costs.

 Management of the Company believes that due to its current financial condition,
any  unfavorable  outcome  in  the  above matters will have a materially adverse
effect  on  the financial condition, results of operations and cash flows of the
Company.

ITEM  2.  CHANGES  IN  SECURITIES

Issuanceof  Common  Stock  and  Preferred  Stock
------------------------------------------------
The  Board  of  Directors  of the Corporation may from time to time authorize by
resolution  the  issuance  of  any  or  all  shares  of the Common Stock and the
Preferred  Stock  herein  authorized in accordance with the terms and conditions
set  forth  in the Articles of Incorporation for such purposes, in such amounts,
to  such  persons, corporations, or  entities, for such consideration and in the
case  of  the  Preferred  Stock,  in  one  or  more  series, all as the Board of
Directors  in its discretion may determine and without any vote or either action
by  the  stockholders,  except  as  otherwise  required  by  law.  The  Board of
Directors, from time to time also may authorize by resolution, options, warrants
and  other  rights  convertible  into  Common  or  Preferred stock (collectively
"securities").  The  securities must be issued for such consideration, including
cash,  property,  or  services,  as the Board of Directors may deem appropriate,
subject to the requirement that the value of such consideration be less than the
par value if the shares issued. Any shares issued for which the consideration so
fixed  paid or delivered shall be fully paid stock and the holder of such shares
shall  not  be  liable  for  any further call of assessment or any other payment
thereon,  provided  that the actual value of such consideration is not less that
the  par  value of the shares so issued. The Board of Directors may issue shares
Common  Stock in the form of a distribution or distributions pursuant to a stock
dividend  or  split-up  of the shares of the Common Stock only to ten holders of
the  outstanding  shares  of  the  Common  Stock.

All shares issued by the Company for services through the period ended March 31,
2005,  were  issued  at  below  par  value.


                                       24
<PAGE>

Authorized  Shares
------------------

During  November  2004  the  board  of  directors  amended  the  articles  of
incorporation  to increase the authorized to 20,000,000,000 shares (par value of
$.001)  of  which 19,990,000,000 are common shares and 10,000,000 are preferred.
There  are  three  classes  of  preferred  stock  which  are as follows; Class A
Preferred  of  3,000,000  shares of which one (1) share of preferred converts to
10,000  shares  of  common  stock  at,  Class B Preferred of 2,000,000 shares of
preferred  of  which  (1) shares of preferred converts to 2,000 shares of common
stock,  and  Class  C  Preferred  of  5,000,000  shares.

On  September  30, 2004 the Company amended its Certificate of Incorporation and
authorized  5,000,000  shares  of  Class  C  Preferred  stock, $0.001 par value,
convertible,  with  a  stated  value of $1.00 per share for conversion purposes.
The  Class  C  Preferred  stock  is convertible at the option of the holder into
common  shares  of  the  Company  at  the  end of 12 months from the date of its
issuance  into  based upon the ten day average trading price of the common stock
just  prior  to  the  end  of the 12 month holding period.  Therefore One Dollar
($1.00)  of  Preferred  Stock  (which is one share of Class C Preferred) will be
converted  into  $1.00 worth of common stock. For example if the price per share
of  the  common stock on the date of conversion is  $.10 per share the holder of
the  Preferred  stock will receive 10 shares of common stock for every shares of
Class  C  Preferred  stock  that  is  converted.  into  common.

During  April  2003 the board of directors amended the articles of incorporation
to  increase  the authorized to 10,000,000,000 shares of which 9,990,000,000 are
common  shares and 10,000,000 are preferred. The shares were initially increased
in  April  2003  to  2,000,000,  and  the  balance  was  issued  in  April 2004.

Stock  Issuance

During  third quarter of fiscal year ended June 30, 2005 the following stock was
issued:

300,000,000  shares, valued at $.001each, as partial payment for the acquisition
of  the assets of Seamless P2P, LLC (the balance was issued in Class C Preferred
Stock,  see  Preferred  Stock)

3,368,734,000  were  issued  for  officer's  salary  and  for  services.

During second quarter of fiscal year ended June 30, 2005 the following stock was
issued:

Windsor  converted  100,000 shares of preferred stock to 1,000,000,000 of common
shares,  of  which  900,000,000  of  the  common  shares were issued for Company
services.

2,224,717,500  were  issued  for  officer's  salary  and  for  services.

During  first quarter of fiscal year ended June 30, 2005 the following stock was
issued:

$300,000  worth of common stock to Windsor Professional Plaza LLC as payment for
$300,000  worth  of  debt.

220,000,000 shares were issued to acquire 22,000 shares of Save the World valued
at  $5.00  per  share.

874,430,000  shares  were  issued  for  services.

During  fiscal  year  ended  June  30,  2004,  the  following  stock was issued:

495,000,000 shares were issued for payment in full on a note owed by the Company
for  past  due  wages.

546,260,000  shares  of common stock were issued per the conversion of preferred
stock  into  common,  pursuant to the agreement with Windsor Professional Plaza,
LLC.

136,000,000 shares of common stock were issued as payment to consultants in lieu
of  cash for services provided pursuant to consulting agreements. The fair value
of  the  shares  was  recorded  as  prepaid  professional services and amortized
ratably  over  the term of the contract.  These shares were issued pursuant to a
Form  S-8  registration  statement

156,390,807  shares  of restricted common stock were issued to Global Debit Cash
Card  pursuant to the Territory Marketing Agreement, as amended, in exchange for
the  limited exclusive marketing rights to sell the debit cards in the states of
Colorado  and  Utah  for  a  period  of  ten  (10)  years.


                                       25
<PAGE>

170,000,000 shares of common stock were issued as payment to consultants in lieu
of  cash for services provided pursuant to consulting agreements. The fair value
of  the  shares  was  recorded  as  prepaid  professional services and amortized
ratably  over  the term of the contract.  These shares were issued pursuant to a
Form  S-8  registration  statement

200,000,000  shares of restricted common stock were issued to repurchase 200,000
shares  of  DCM.

54,000,000  shares of common stock were issued as payment to consultants in lieu
of  cash for services provided pursuant to consulting agreements. The fair value
of  the  shares  was  recorded  as  prepaid  professional services and amortized
ratably  over  the term of the contract.  These shares were issued pursuant to a
Form  S-8  registration  statement

80,000,000  shares  of  restricted common stock were issued as per agreement for
the  repurchase  of  80,000  shares  of  DCM.

The company complies with the provisions of Emerging Issues Task Force Issue No.
96-18,  Accounting  for  Equity  Instruments  Issued to Other Than Employees for
Acquiring,  or  in  Conjunction  with, Selling Goods or Services ("EITF 96-18"),
with  respect to stock issuances to such non-employees, whereby the value of the
services  was  determined  as  a  reliable  measurement  of  fair  value.

Stock  Issuance  for  Acquisitions

Refer  to  Note  2-Business  Combinations

Preferred  Stock
On  April  1  2005 the 562,500,000 shares of its unregistered common stock which
were  not  issued  on March 8, 2005  and was changed to 56,250 shares of Class A
Preferred  Shares.  The  Board  of  Directors  on  March  8, 2005 authorized the
issuance  of  562,500,000  shares of its unregistered restricted common stock to
the  Reda  Family  Trust for $75,000.00. This issuance was intended to be exempt
from  registration under section 4 (2) and/or Regulation D of the Securities Act
of  1933.
During  the  third quarter of fiscal year ended June 30, 2005 the Company issued
700,000  shares  of  Class  C  Preferred Shares convertible into $1.00 of Common
Stock  after 12 months as partial payment for the assets of Seamless P 2 P, LLC,
the  acquired  assets  were  then  transferred  to  a subsidiary of the Company,
Seamless Peer 2 Peer, Inc., a Nevada Corporation. The Company also issued 55,784
shares of Class A Preferred Shares in order to reduce the debit "Note payable to
related  party" this debit is still on books as required by the Accountant until
stock is cleared and the  debit paid in full, the debit will be credited then it
will  no  longer  be  included  in  the  balance  sheet.

By  the  end  of  the  second quarter of fiscal year ended June 30, 2005 Windsor
Professional  Plaza  LLC  had  650,000  unconverted  shares  of preferred stock.

During  the  first  quarter  of  fiscal  year  ended  June  30, 2005 the Company
cancelled  35,186  shares in order to reduce preferred stock outstanding because
they  would  have  converted  into an amount of common shares in excess of those
authorized.  Windsor  Professional  converted 117,453 shares of preferred stock.

In  May  2004  Mercatus,  with  the  consent of the Company, assigned 1,029,231,
preferred  shares  to Windsor Professional Plaza, LLC.  During the first quarter
of  fiscal year ended June 30, 2005 the Company cancelled 35,186 shares in order
to  reduce preferred stock outstanding because they would have converted into an
amount  of common shares in excess of those authorized. By the end of the second
quarter  of  fiscal  year  ended  June  30,  2005 Windsor Professional converted
344,045  shares  of  preferred  stock  and  has a balance of 650,000 unconverted
Preferred  Class  "A"  Shares.

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES

     None.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     None.

ITEM  5.     OTHER  INFORMATION

      None.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

          (A)  EXHIBITS

Exhibits  included  or  incorporated  by  reference  herein are set forth in the
Exhibit  Index  following  the  signatures.


                                       26
<PAGE>

          (B)  REPORTS  ON  FORM  8-K

         Other  then listed below no  reports  on Form 8-K were filed during the
quarter  covered  by  this  Form  10-QSB.

On  March  17,  2005  the  Company  filed  an  8K  which  described  a series of
agreements  between  the  Company  and  regarding  the election of President for
Skyy-Fi  ,  various other agreements and a cyber threat received by the Company.

On  March  9,  2005  the  Company  filed an 8K  which stated the election of new
directors  for  the  Company.

On  March 3, 2005 the Company filed an 8K  which stated the issuance of stock to
consultants  and  employees  for  services  rendered.

On  January  19,  2005 the Company filed an 8K in which the Company acquired the
assets  of  Seamless  P  2  P,  LLC  for $1,000,000 worth of Company stock:   as
follows:  700,000  shares  of Class C Preferred Shares convertible into $1.00 of
Common  Stock  after  12 months and 300,000,000 shares of Common stock valued at
$.001each and 20% interest in the new subsidiary of the Company "Seamless Peer 2
Peer,  Inc"  a  Nevada  Corporation.

On  January 13, 2005 the Company filed an 8K  which stated the issuance of stock
to  consultants  and  employees  for  services  rendered.



                                       27
<PAGE>

                                   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,  thereunto  duly  authorized.


                                                  ALPHA WIRELESS BROADBAND, INC.

                                                  Date: May 12, 2005

                                                  /s/  Albert  R.  Reda
                                                  ---------------------
                                                  Albert  R.  Reda
                                                  Chief  Executive  Officer,
                                                  Secretary


                                       28
<PAGE>

                                  EXHIBIT INDEX

Number                           Description
--------------------------------------------------------------------------------

31   Certification  Pursuant  to  Section  302 of the Sarbanes-Oxley Act of 2002
     (filed  herewith).

32   Certification  Pursuant  to 18 U.S. C. Section 1350, as adopted pursuant to
     Section  906  of  the  Sarbanes-Oxley  Act  of  2002  (filed  herewith).


                                       29
<PAGE>