U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB
(Mark  One)[X]  ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934  For  the  fiscal  year  ended  June  30,  2004
                                       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. f/k/a INTERNET BUSINESS'S INTERNATIONAL, INC.
           ----------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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

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

           10120 S. Eastern  Ave. Suite 200, Henderson, Nevada, 89052
           ----------------------------------------------------------
                    (Address of principal executive offices)
                                 (775) 588-2387
                                 --------------
                           (Issuer's telephone number)

        Securities registered pursuant to Section 12(b) of the Act: None

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

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information  statements  incorporated  by  referenced  in  Part III of this Form
10-KSB  or  any  amendment  to  this  Form  10-KSB  [   ]

Issuer's  revenue  for  its  most  recent  fiscal  year:  $0.

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of August
31,  2004:  $2,015,926

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  August  31,  2004:  2,015,926,692

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


<PAGE>

TABLE  OF  CONTENTS

PART  I

ITEM  1.  DESCRIPTION  OF  BUSINESS

ITEM  2.  DESCRIPTION  OF  PROPERTY

ITEM  3.  LEGAL  PROCEEDINGS

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

PART  II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

ITEM  7.  FINANCIAL  STATEMENTS

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS
                ON  ACCOUNTING  AND  FINANCIAL      DISCLOSURE

ITEM  8A.  CONTROL  AND  PROCEDURES

ITEM  8B.  OTHER  INFORMATION

PART  III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT

ITEM  10.  EXECUTIVE  COMPENSATION

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

ITEM  13.  EXHIBITS

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

SIGNATURES


                                        1
<PAGE>

PART  I.

ITEM  1.  DESCRIPTION  OF  BUSINESS

General

Alpha  Wireless  Broadband,  Inc.  formerly  known  as  Internet  Business's
International,  Inc.  ("Company")  is  currently  a  start  up  business that is
concentrating  on 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).  Transmission  of  radio  frequency  is  regulated by the Federal
Communications Commission and has over the past 3 years become a growing form of
communications  for  access  to  the  Internet.  Radio  equipment installed at a
location  creating  a POP (Point Of Presence) which is connected directly to the
Internet  and  maintained  by  an  Internet  Service  Provider  (ISP).  This POP
broadcasts  radio frequencies allowing two-way communications to the Internet. A
user's  wireless  modem  equipped  with an antenna and installed in a stationary
computer,  a laptop computer or other wireless device, communicates with the POP
permitting  the  end  user  to  transmit  and  receive  data  to  the  Internet.

Previous  Operations

International  Food  and  Beverage  was  listed on the Over The Counter Bulletin
Board  in  June 1988.  This company operated in the food services industry until
late 1997, at which time it ceased operations.  This firm remained dormant until
December  of  1998. At that time new management was put in place, and a decision
was  made  to  move the Company's focus to the Internet and change the Company's
name  to  Internet  Business's International, Inc. In September 2004 the Company
changed  its  name  to  Alpha  Wireless  Broadband,  Inc.

On  January  1,  1999  the newly named company began to offer goods and services
over  the Internet, starting with the development of an on-line B2C (business to
consumer) E-Retail site, AuctionWinner.com, The site was launched in April 1999.
In  July  1999, the Company expanded their service offerings by acquiring an ISP
(Internet Service Provider) by the name of LA Internet.  The Company changed its
domicile  from  Delaware  to  Nevada  in  the  same  year.

From  January  2000  till  April  2003  goods  and  services were offered by the
Company,  over  the  Internet,  including a national ISP and a local WISP in Las
Vegas,  Nevada.  These  operations  ceased  in  April  of  2003.

From  April  2003  till  May  2004  the  Company  was  not  in  operation.

In May 2004, the Company opened a dating web site for seniors. This is the first
business  venture  since  the Company ceased its prior operations in April 2003.

In  June 2004, the Company changed focus and incorporated Skyy-Fi, Inc. a Nevada
Corporation, a wholly owned subsidiary, and its related web site www.skyyfy.com,
                                                                 --------------
which  is  the  Company's  wireless  Internet  Service  Provider.  Skyy-Fi  will
undertake  to  provide  to  consumers  wireless  high  speed  Internet access at
locations  across  the  United  States.  Skyy-Fi executed agreements to fund the
business  development  for  acquisition of Wi-Fi hot spots and deployment of the
equipment  at  the  acquired  locations.

In  July  2004  the  Company established, The Internet Business's International,
                                          --------------------------------------
Inc.  Creditor  Trust to pay the companies creditors and to allow the Company to
   ------------------
continue  to  operate  without interruption. KFG LLC accepted the appointment as
trustee, and is vested with the authority to settle outstanding matters with the
companies' creditors  willing to accept shares of the Company's common stock for
settlement  pursuant  to  the  terms  and  conditions  of  the  trust  agreement

Current  Operations

The  Company  is  currently  maintaining  and operating the following web sites,
www.skyyfi.com,  www.singlesenior.net  ,  and  its  corporate site www.awbi.biz.
    ----------   --------------------                              ------------

The  Company  is  concentrating  on  establishing  Skyy-Fi "Wi-Fi Hotspots". The
Company's  plan  for  its current and future Wi-Fi operations are based upon the
following  business  model  which  outlines the; "identifying",  "acquiring" and
"approving"  of  Wi-Fi  Hotspots and then the "installation" of equipment at the
Wi-Fi  location.


                                        2
<PAGE>

"Identifying"  Wi-Fi  Hotspots

1)     Wi-Fi  Hotspot  for  a  Single  Location  with  Multi  User

This  service  type  would  be deployed in locations, such as a coffee shop, car
wash,  and  /or  restaurant,  which  meet  minimum deployment requirements. Once
deployed  the  service  then  creates  a  Wi-Fi Hotspot. The Company installs an
individual Wi-Fi compatible radio and antenna at the location which will provide
coverage  throughout  the location. Once operating, the Hotspot permits multiple
users  with  compatible  laptop  computers  and/or  other  wireless  devices
simultaneous  access to the Internet while patronizing that location. The access
to  the  Hot Spot maybe free if certain services are purchased and/or at cost if
these services are not purchased. The Company charges the owner of the business,
connection  and  services  fees,  which  may  be off set by the fees charged for
Internet  service and/or from items purchased by the customer from the business.
The  Internet  customers can purchase the Internet service on a daily, weekly or
monthly  basis.

     2) Wi-Fi Hotspot for Single and/or Multi broadcast location with   Multiple
Users


This  service type would be deployed in a large single premise, such as a hotel,
and or multiple occupancy location by installing one or more integrated hotspots
within  the  premises that will create a wireless "Local Area Network" (LAN), by
providing  radio  frequency  coverage  throughout the premises. Depending on the
level  of  user demand, one or more of the integrated hotspots will be connected
directly  to  the Internet. Once operating, this type of hotspot network permits
numerous  users'  access  to  the Internet simultaneously, while patronizing the
host  hotel  in  their  room/ apartment/ office or other property. Users of this
type  of  hotspot network are able to purchase access to our network in the same
manner  as  those  users  accessing  one  of  our  hotspots located in a single,
discreet  location.

     3)  Large  Geographic  Location  with  Multiple  Wi-Fi  Hotspot  Services

Wi-Fi service for large geographical areas, such as a residential subdivision, a
commercial  center or sections of a municipality and or the entire municipality,
would  require  the  deployment  of  a large number of hotspots that effectively
"blanket"  the  target  coverage  area with radio frequencies. With this type of
Wi-Fi  hotspot  deployment  the  individual consumer and/or end user (based upon
agreed  fee  arrangements)  has  the ability to roam within the covered area and
have  Internet access. The large geographical area covered would be solicited by
the  Company  offering  Internet  access  to  potential business and residential
customers  in  order to establish ongoing yearly or monthly fee paying accounts.
Occasional  visitors  within  the  Wi-Fi  service area would be able to purchase
access  to  the  network  on  a  daily  and/or  weekly  basis.

Wi-Fi  service  for  large  geographical areas will incur monthly charges to the
Company  for  the  rental  of broadcast radio and antenna locations. These costs
would  be  incorporated  within the Internet access charges for the area. Access
charges will also vary depending on the type of access the end user wants within
the  covered  area.

 "Acquiring"  Wi-Fi  Hotspots  Locations

The  Company plans on using a small in-house sales staff and several independent
salespersons.  This  allows  the company to adjust sales activities as required.
The in-house sales staff also allows the Company to maintain continuity with the
sales  training  and  presentations  of  the  independent  sales  personal.

"Approving"  of  the  Wi-Fi  Location

The  acquired  location  would  then have to be verified for the availability of
high  speed  Internet  access. The high speed Internet service could be obtained
from  a  DSL  provider, a cable company provider, and/or bandwidth provider that
offer  either a hard wired or wireless service. A Company or contract technician
would  physically  review  the  location  to make sure that a Wi-Fi radio signal
would  not  be  interrupted  within  the  transmission  area  by other competing
signals.  If  the  location  has  high  speed  Internet  access  available  at a
reasonable  cost, and it's verified that the end user is able to receive a clear
Wi-Fi  signal,  then  the  site  would  be  approved  for  installation.

"Installation"  of  Equipment  at  Wi-Fi  Hotspot  Locations

Once  the  Wi-Fi  Hotspot  location  has  been  approved for installation by the
Company's  field  representative  and the contracts executed between the Company
and  the  location  owner  and  /or  manager,  the  location  will  schedule for
installation  of  equipment.  The  Company  may  use either company or qualified
contract  installers  to  do  the  equipment  installations.


                                        3
<PAGE>

Market  and  Competition

Market

The market for Internet services is highly competitive. There are no substantial
barriers  for  entry  into the Wi-Fi market, based upon the advances of Internet
technology.  Management  expects  competition to continue to grow and intensify.
This  is  especially true in the acquisition and installation of Wi-Fi hotspots.
Creating  Wi-Fi  hotspots is one of the fastest growing segments of the Internet
and  both  the  private  and  public sector are becoming involved in the market.
Wi-Fi industry experts concur regarding the future growth of Wi-Fi Hot Spots and
consumer Wi-Fi use over the next decade. Wi-Fi was identified as integral to the
further  expansion  of  mobile  computing,  and  there are research reports that
predict  there  will  be  700  million  users  of  Wi-Fi  by  2007.

Competition

Several  companies  such  as  Starbucks  and  T-Mobile  have  entered  into  the
competition  with  their own Wi-Fi locations. Toshiba one of the world's largest
cellular  telephone  manufacturers  is attempting to organize a network of Wi-Fi
locations  under its umbrella. Other Cellular Telephone Companies such as Sprint
are  also  offering  Mobil  Internet access through connection to their cellular
networks.  McDonalds  and  other food chains and hotel are also contracting with
companies  to  deploy  Wi-Fi  at  their  locations.

Other  factors  that  impact  the Wi-Fi sector is that there are venues that are
offering  free  Wi-Fi.  Management  feels  that free Wi-Fi will not work because
there are fixed costs for bandwidth that have to be paid by someone. Other costs
which  are  also  not  free  nor  can they be waived, are costs of the broadcast
radios,  routers  and  antennas.  Free  Internet has been tried in the past, for
example  Net  Zero had to move away from that model due to the fact that revenue
from  advertisers  did  not  off  set  the  hard cost of accessing the Internet.

Negative  competitive  developments  could  also  have  an adverse effect on the
Company's  business such as the latest court rulings against the FCC regulations
regarding  competitors'  access  to  phone  Company  Central  Office facilities;
thereby  increasing the cost of the DSL services to Wi-Fi locations. The FCC has
required  the  telephone  companies  to  lease  network  access  to  rivals  at
government-set  rates  in order to promote competition for local service, but an
appeals  court  in  March  set  aside  those  regulations.

Competitors  to  the  Company  that have access to financial markets and cutting
edge  technological resources will remain viable for growth and expansion. These
and  other  types  of  competitors  for Internet access are expected to continue
making  substantial  expenditures  to  promote, expand and improve their on-line
properties.

With  the  continued growth of the tech sector and the increased competition for
the  Wi-Fi  Internet access business -there has been a corresponding increase in
the  number  of  business failures which has negatively impacted availability of
funds  for these developing businesses. These occurrences have also impacted the
availability  of  funds for the Company. The Company ceased its prior operations
due  to  lack  of  funding.  It  should  also  be  noted  competitors  that were
significantly larger and/or better established than the Company also failed. The
Company has obtained funding for acquisition and deployment of its Wi-Fi Hotspot
Locations.

The  following  is  a  list  of  company  competitors:

<TABLE>
<CAPTION>
                      Direct          Competition
-----------------------------------------------------------------------
Company Name     Public/Private          Web-Site          Stock Symbol
---------------  --------------  ------------------------  ------------
<S>              <C>             <C>                       <C>
Axcess2go        Private         www.axcess2go.com         N/A
                                 ------------------------

Caf .com Inc     Private         www.caf .com              N/A
                                 ------------------------

Fat Port         Private         www.fatport.com           N/A
                                 ------------------------

Net Near U       Private         www.nnu.com               N/A
                                 ------------------------

Wayport, Inc     Private         www.wayport.net           N/A
                                 ------------------------
</TABLE>


                                        4
<PAGE>

<TABLE>
<CAPTION>
                      Direct          Competition
-----------------------------------------------------------------------
Company Name     Public/Private          Web-Site          Stock Symbol
---------------  --------------  ------------------------  ------------
<S>              <C>             <C>                       <C>
Wi-Fi Guys. LLC  Private         www.wi-figuys.com         N/A
                                 ------------------------

Netopia, Inc     Public          www.netopia.com           NTPAE
                                 ------------------------

T-Mobile         Public          www.t-mobile.com/hotspot  DTLSF
                                 ------------------------

Toshiba          Public          www.toshibamyconnect.com  TOSBF
                                 ------------------------  ------------

Verizon          Public          www.verizon.net/wifi      VZ
                                 ------------------------
</TABLE>

Several  of  the  principal competitive factors which would determine success in
the  targeted  markets  are:

-     location;
-     high  speed  bandwidth  availability;
-     customer  base;
-     fee  arrangement  i.e.  location  owner  pays  vs.  end  user  pays;
-     potential  number  of  simultaneous  users;  and
-     implementation  costs

To acquire the locations the Company plans on using a small in-house sales staff
and  several  independent  salespersons. This allows the company to adjust sales
activities  as  required.  The  in-house  sales staff also allows the Company to
maintain continuity with the sales training and presentations of the independent
sales  personal.

Marketing  Plan

The  Company will concentrate its marketing campaign within a given region first
to  businesses  within  the  chosen  area  that  meet the criteria determined by
Management. The types of businesses that meet the criteria are coffee shops, car
washes,  and/or hotels. Once a Wi-Fi hotspot location is established the Company
will  advertise  in  order  to  inform the consumer of the availability of Wi-Fi
service  at  that  location.

Once it establishes name recognition within the marketed region the Company will
refocus  its  marketing  campaign  to  another  region  and/or  business  type.

The Company marketing campaign will use on-line services, web site placement and
advertising  networks,  as  well as traditional off-line media such as radio and
direct mail print to convey to the business owner/ operator and the consumer the
services  that  are  offered  by  the Company.  The Company will also use direct
telemarketing  and facsimile services to also inform the business owner/operator
and  consumer  of  these services. Accordingly, the Company will incur increased
costs associated  with  advertising  these  services  to  business operators and
consumers

Proprietary  Rights

The  Company  currently uses certain licensing agreements to provide proprietary
products  and  services.  Management  cannot  guarantee that it would be able to
continue  to  license  these  products  and  services  on  reasonable  terms.

Employees

As  of  the  date  of  this  filing,  in addition to the corporate officers, the
Company  has  5  employees.

The  Company  will use as required, independent contractors for sales personnel,
technical  support  and  installations

Risk  Factors
An  investment  in  our  common stock involves a high degree of risk. You should
carefully consider the risks described below, the other information in this Form
10-KSB  Annual  Report  and  other information contained in our filings with the
United  States Securities and Exchange Commission before investing in our shares
of  common  stock.  If any of the following risks occur, our business, operating
results  and financial condition could be seriously harmed. The trading price of
our  common  stock could decline due to any of these risks, and you may lose all
or  part  of  your  investment.


                                        5
<PAGE>

1.  Regulation  of  the  Company's  Industry:

Regulation  of  the  following  areas  could  impact  the  Company's operations;

(a)     Regulation  of  the  Internet

To  date there has been some regulation of content providers on the Internet and
this  regulation  may  increase  due to the increasing popularity and use of the
Internet  by broad segments of the population.  It is possible that new laws and
regulations may be passed and/or adopted with respect to the Internet pertaining
to  access,  content  of  Web  sites,  privacy,  pricing,  encryption standards,
consumer  protection,  electronic commerce, taxation, and copyright infringement
and other intellectual property issues. No one is able to predict the effect, if
any,  what  future regulatory changes or developments may have on the demand for
Internet  services,  access and/or other Internet-related activities. Changes in
the  regulatory environment relating to the Internet access industry may include
the  enactment of laws and/or regulations that directly or indirectly affect the
costs  of  telecommunications  Internet  access.  These  changes  could increase
competition from national and/or regional telephone companies and other Internet
access  providers.  These changes could adversely affect the Company's business,
operating  results  and  financial  condition.

(b)     Regulation  of  Internet  Access

The  Company  provides  Internet  service,  by using Internet access provided by
telecommunications carriers. Terms, conditions and prices for telecommunications
services  are  subject  to  economic  regulation  by state and federal agencies.
Internet  access  providers  are  not  currently  subject  to  direct  economic
regulation  by  the  FCC  or  any state regulatory body, other than the type and
scope  of  regulation that is applicable to businesses generally. In April 1998,
the  FCC  reaffirmed  that  Internet  access  providers  should be classified as
unregulated  "information  service  providers"  rather  than  regulated
"telecommunications providers" under the terms of the Federal Telecommunications
Act  of  1996.  Currently  the  Company  is  not  subject to federal regulations
applicable  to  telephone  companies  and  similar carriers because the Internet
access  services  offered  are  provided  by  third-party  telecommunications
providers.  To date, no state has attempted to exercise economic regulation over
Internet  service  providers.

     (c)  Regulation  of  Wireless  Access

Wi-Fi Internet access products operate in unregulated frequencies that broadcast
between  900  MHz  and  2400  MHz.  Due to growth of Wi-Fi and the corresponding
increased  use within this bandwidth, there maybe regulation in the near future.
The  regulation  could  impact  broadcast  range and use within given locations;
however,  at  present  the  broadcast  frequency  remains  unregulated.

2.  Company's  Results  of  Operation:

In addition to the other information in this section, the following risk factors
may  impact  the operation of the Company under its current business plan, which
are:

      (a)     Limited  Operating  History:

The  Company began operations as a Wireless Internet Service Provider in June of
2004. The Company; therefore, has a limited operating history, and its prospects
are  subject  to the risks, expenses and uncertainties frequently encountered by
start-up  companies  that  operate  exclusively  in the new and rapidly evolving
markets  for  Internet  services  and  products.

      (b)     Revenue  Results  Fluctuate

     The  Company  expects  to  derive  the majority of its revenue by providing
Wireless  Internet  Access  at  a  variety  of Wi-Fi locations within the United
States. The cost of providing Wi-Fi service to a location is fixed; however, the
revenue  from  actual  usage by the consumer is difficult to forecast accurately
due  to  the  limited  operating  history  of  this  type  of  service.

     (c) Because our stock is penny stock, shareholders will be limited in their
ability  to  sell  the  stock.

     Our  shares qualify as penny stocks and are covered by Section 15(g) of the
Securities  Exchange  Act  of  1934  which  imposes  additional  sales  practice
requirements  on  broker/dealers who sell our securities in the aftermarket. For
sales  of  our  securities,  the  broker/dealer  must make a special suitability
determination and receive from you a written agreement prior to making a sale to
you.  Because  of the imposition of the foregoing additional sales practices, it
is  possible  that  brokers  will  not want to make a market in our shares. This
could  prevent  you  from  reselling  your shares and may cause the price of the
shares  to  decline.

     Due  to these factors and the current trading price of the Company's stock,
future  success  is  dependent  on  the  Companies  ability to attain additional
financing  in  order  to  implement  its proposed Wi-Fi service. The Company did
obtain  financing  for  the installation of its Wi-Fi locations; this ability to
obtain  additional financing does not guarantee that the Company will ultimately
have  the  ability  to  attain  a  profit  from  its  operations.

     It  should  also  be  noted  that the Company's prior business which ceased
operations during fiscal year ended June 30, 2003 resulted in significant losses
for  the  Company.


                                        6
<PAGE>

ITEM  2.  DESCRIPTION  PROPERTIES

The  following  locations  are  the principal places of business of the Company:

10120  S.  Eastern Avenue, Suite 200,               2050 Russett Way, Suite 338,
Henderson,  Nevada  89052                           Carson  City,  Nevada  89703

The  Company  leases  each  location on a month-to-month basis for approximately
$100  per  month.

The  Company,  through  its Alpha Tooling Inc. subsidiary has entered into lease
agreements  for  additional  office  space  that expires in June 2007. Remaining
commitments  under  the  leases  are  as  follows:

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

ITEM  3.  LEGAL  PROCEEDINGS

The  Company  is  a  party  to  the  following  legal  proceedings:

Globalist  v.  Internet  Business's  International,  Inc. et al. In this matter,
---------------------------------------------------------------
Globalist sued the Company and was awarded a judgment in the amount of $300,960.
The  Company  has  appealed  the  courts  decision  and  the  award.

Ronald  Friedman,  Robert  Friedman,  the  Ronald Friedman 1997 Grantor Retained
--------------------------------------------------------------------------------
Annuity  Trust  v.  Internet Business International, Inc. et al.  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 suit 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, wherein the Company sued the trust
--------------------------------------------
for  recession  and  the  return  of  $1,006,857.  This case has been dismissed.

Community  Bank  of  Nevada v. Internet Business's International, Inc. et al. On
-----------------------------------------------------------------------------
December  20,  2000, Community Bank of Nevada filed a lawsuit in District Court,
Clark  County  against  Internet  Business's International 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.

Louis  Cherry  v. Internet Business's International, Inc.  On June 4, 2004,  Mr.
---------------------------------------------------------
Cherry  filed a lawsuit in California Superior Court, Orange County.  Mr. Cherry
alleges breach of an employment contract and is seeking an unspecified amount in
money  damages.  At  the  time  of  this  filing,  this matter is still pending.

ITEM  4  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
There  were  no  matters  submitted  to  our  security  holders,  through  the
solicitation  of  proxies  or otherwise, during the quarter ended June 30, 2004.
PART  II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

(a)  Market  Information

The common stock of the Company is traded on the Over the Counter Bulletin Board
under  the  symbol  "AWBI" and the range of closing bid prices shown below is as
reported  by  the  this market place.  The quotations shown reflect inter-dealer
prices,  without retail mark-up, mark-down or commission and may not necessarily
represent  actual  transactions.

<TABLE>
<CAPTION>
For the Fiscal Year Ended June 30, Per Share Common Stock Bid Prices by Quarter
                       2003           2004
<S>                 <C>    <C>    <C>      <C>
                    High   Low    High     Low
1st Quarter  09-30  0.010  0.002  0.0027   0.001
2nd Quarter  12-31  0.004  0.001  0.0014   0.001
3rd Quarter  03-31  0.002  0.001  0.0009   0.0001
4th Quarter  06-30  0.004  0.001  0.0008   0.0001
</TABLE>

(b)  Holders  of  Common  Equity

As  of  June  30,  2004  there  were 607 shareholders of record of the Company's
Common  Stock.

(c)  Dividends

The  Company  declared  the following dividend during the fiscal year ended June
30,  2003:


                                        7
<PAGE>

On June 17, 2002, the Company announced the sale of Aces Optics to CRT Corp. for
2,000,000  shares  of  CRT  restricted  stock  valued  at $1.00 a share, and the
dividend  was  based  on  one  share of CRT Corp. per 100 shares of post reverse
split  shares  of  the Company.  Shareholders of the Company were to receive one
share of CRT Corp. for every 100 shares of IBII shares held by each shareholder.
The record date was July 17, 2002 and the distribution date was August 30, 2002.

(d)  Securities  authorized  for  issuance  under  equity  compensation  plans.

<TABLE>
<CAPTION>
                                                                                     Number of securities
                                                                                    remaining available for
                            Number of securities to be                               future issuance under
                             issued upon exercise of    Weighted-average price of  equity compensation plans
                               outstanding options,       outstanding options,       (excluding securities
Plan category                  warrants and rights         warrants and rights      reflected in column (a))
--------------------------  --------------------------  -------------------------  --------------------------
<S>                         <C>                         <C>                        <C>
Equity compensation plans
approved by security
holders                     None                        None                       None
--------------------------  --------------------------  -------------------------  --------------------------
Equity compensation plans
not approved by security
holders:
--------------------------
2003 Stock Compensation
Plan III(1)                                 30,000,000                      .0020                           0
--------------------------  --------------------------  -------------------------  --------------------------
2003 Employee and
Consultant Plan (2)                         50,000,000                      .0010                           0
--------------------------  --------------------------  -------------------------  --------------------------
2003 Employee and
Consultant Plan(3)                          40,000,000                      .0020                           0
--------------------------  --------------------------  -------------------------  --------------------------
2003 Employee and
Consultant Plan(4)                          80,000,000                      .0015                           0
--------------------------  --------------------------  -------------------------  --------------------------
2004 Stock Plan(5)                          80,000,000                      .0016                           0
--------------------------  --------------------------  -------------------------  --------------------------
2004 Employee and
Consultant Plan(6)                          80,000,000                      .0011                           0
--------------------------  --------------------------  -------------------------  --------------------------
</TABLE>

(1-6)  The  Plans  provide  to  directors  and  key  employees  selected  for
participation  in  the  Plan with added incentives to continue in the service of
AWBI;  to  create  in such directors and employees a more direct interest in the
success  of  the  operations  of  AWBI  by  relating  compensation  to  the
achievement  of  long-term  corporate  economic  objectives;  to  attract  and
retain directors and key employees by providing an opportunity for investment in
AWBI;  to  obtain  services  for  AWBI  from  independent  contractors,  for
services,  at  reduced  compensation  or  at  rates  and/or  on  terms which are
otherwise  negotiated favorably to AWBI, by paying their retainer or fees in the
form  of  shares  of  the  Company's  common  stock,  $0.001  par  value  per
share.  The  Board  of  Directors  of  the  Company  administers  the  plans.

Before  the  end  of  the quarter September 30, 2004 an additional 1,026,390,000
shares  of  common  stock  were  issued  upon conversion of preferred stock into
common,  pursuant  to  the  agreement  with  Windsor  Professional  Plaza,  LLC.

For the fourth quarter for fiscal year period ended June 30, 2004, the following
stock  was  issued:

495,000,000 were issued for payment in full on note owed by the Company for past
due  wages  the  note  amount  was  credited to Paid in Capital in the amount of
$316,577  which  had  an  original  balance  of  $315,000

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.

During the third quarter ended March 31, 2004 of fiscal year ended June 30, 2004
the  following  stock  was  issued;

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


                                        8
<PAGE>

156,390,807  shares  of restricted common stock were issued to Global Debit Cash
Card  pursuant  to  the  Territory  Marketing Agreement, as amended on March 15,
2004,  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.

During  the second quarter ended December 31, 2003 of fiscal year ended June 30,
2004  the  following  stock  was  issued;

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 as per agreement to
repurchase  of  200,000  shares  of  DCM.

During  the first quarter ended September 30, 2003 of fiscal year ended June 30,
2004  the  following  stock  was  issued;

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 to
repurchase  of  80,000  shares  of  DCM.

The  company complies with the provisions of Emerging Issues Task Force ("EITF")
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.


ITEM  6.  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


                                        9
<PAGE>

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 the 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.  formerly  known  as  Internet  Business's
International,  Inc.  ("Company")  is  currently  a  start  up  business that is
concentrating  on  providing  "Wireless  Internet"  (see  "Wireless Internet" in
Section  1,  for more information) access at business locations. This service is
referred  to  as  Wi-Fi  (see  "Wireless  Fidelity"  in  Section  1,  for  more
information).  The  Company  has  had  prior  experience  as  a dial-up Internet
Service  Provider  (ISP)  and  as a broadband Wireless Internet Service Provider
(WISP).  These  operations  ceased  April  2003.

Analysis  of  Selected  Financial  Data

With  the  Company  starting  up  a  business  it  is important to note that the
following  discussion  and  analysis  of  the Companies  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 years ended June 30, 2004, 2003, are derived
from  the  audited  financial  statements  of  the Company and should be read in
conjunction  with  the  audited financial statements included herein.  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".


<TABLE>
<CAPTION>
Year End
Statement of Operations Data               Year End June 30
----------------------------       --------------------------------
                                        2004             2003
                                   ---------------  ---------------
<S>                                <C>              <C>
Revenues                           $            0   $      778,784

Cost of revenues                   $            0   $       45,000
Sales, General & Admin. Exp.       $      827,229   $    2,629,324
Depreciation & Amortization Exp.   $    1,745,090   $    1,919,823

Net operation income (loss)        $   (2,575,319)  $   (3,815,363)
Net other income                           19,005
Net other expense                  $   (2,619,166)  $     (902,935)
Net income (loss)                  $   (5,175,480)  $   (4,718,298)

Net income (loss) per share        Nil                       -0.05

Weighted average shares
outstanding                         1,433,197,844      103,273,603
</TABLE>


                                       10
<PAGE>

<TABLE>
<CAPTION>
Balance Sheet Data
----------------------------       --------------------------------
                                        2004             2003
                                   ---------------  ---------------
<S>                                <C>              <C>
Current assets                     $        5,469   $        1,389

Other assets                       $    1,196,038   $    2,646,954

Total assets                       $    1,201,507   $    2,648,343

Current liabilities                $    1,407,787   $    1,302,621
Long-term debt                     $    2,095,083   $      976,469

Shareholders equity (deficiency)   $   (2,301,363)  $      369,253

Total liabilities and equity       $    1,201,507   $    2,648,343
</TABLE>

The  Company  paid a dividend in the 2nd Quarter of Fiscal Year ended June 2003.

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

Results  of  Operations

(a)               Comparison  of  Year  to  Year

(1)     Fiscal  2004  Compared  To  Fiscal  2003

The  Company  received $19,005 from a returned deposit that was written off in a
financial  report for the year ended June 2002. Therefore the $19,005 was booked
as  other  income  for  the twelve-month period ended June 30, 2004, the Company
operations  ceased in the third quarter of fiscal year ended June 30, 2003 which
had  revenue  of  $778,784  for  that  fiscal  year.

The  resulting  loss  for  the  twelve-month  period  ended  June  30,  2004  of
($5,175,480)  was comparable to the losses of ($4,718,298) reported for the year
ended  June  30,  2003.

(2)     Fiscal  2003  Compared  To  Fiscal  2002

     The  Company's  revenues for the twelve-month period ended June 30, 2003 of
$778,784  decreased  approximately 132.1% when compared with revenues $5,895,586
of  in the prior year.  The decrease in revenue is due to the following reasons;
ISP  loss  of  revenue  from  the  dial-up, due to attrition and the Company not
actively seeking additional dial-up accounts, hosting and web design account due
to  a  vast  number of clients either going out of business and or reducing it's
expenditures  for  internet related activities. Due to these reasons the Company
closed these operations to reduce the losses.  The mortgage loan division ceased
operation  in  December  2001 and therefore did not generate revenue during this
fiscal  year.  The  direct  marketing  division  continues to lose money and the
associated  cost  of  corporate  operations produced the net loss for the fiscal
year, therefore this operation was also closed. The only other source of revenue
for  the  Company  was from the sale of a depreciated asset that occurred in the
second  quarter  of  this  fiscal  year.

The  resulting  loss  for  the  twelve-month  period  ended  June  30,  2003  of
($4,718,298)  was  a  significant  increase  when  compared  to  the  losses  of
($426,221)  reported  for the year ended June 30, 2002. One major contributor to
the  increased  losses  that  have  occurred  was  due  to  the  closing down of
operations  and  the  increase  costs  associated  with  those  closures.

(b)     Comparison  by  Segment

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), mortgage banking business (which ceased
operation  during  the  fiscal  year  ended June 2002), and business-to-consumer
("B2C")  provider primarily consisted 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).


                                       11
<PAGE>

Information  on  reportable  segments  is  as  follows:

<TABLE>
<CAPTION>
                             FISCAL  YEAR  ENDED
                      ---------------------------------
                       June 30,  2004    June 30, 2003
                      ----------------  ---------------
<S>                   <C>               <C>
FULL-SERVICE ISP
NET SALES             $             0   $      657,096
OPERATING INCOME      $      (786,753)  $   (2,093,562)
                      ----------------  ---------------

MARKETING (B-TO-B/C)
NET SALES             $             0   $        1,688
OPERATING INCOME      $             0   $      (71,355)
                      ----------------  ---------------

OTHER                 $        19.005
NET SALES             $             0   $      120,000
OPERATING INCOME      $    (4,388,727)  $   (2,553,381)
                      ----------------  ---------------

TOTAL
NET SALES             $        19,005   $      778,784
OPERATING INCOME      $    (5,175,480)  $   (4,718,298)
                      ----------------  ---------------
</TABLE>

(1)     ISP:  The  resultant  loss for the ISP segment for the fiscal year ended
June  2004 was ($786,753) this was due to write offs of this segments assets and
other cost due to relocating assets and  since this segment ceased operations in
the  third  quarter of fiscal year ended June 2003, a segmented comparison would
be  meaningless

(2)     Marketing:  This  segment  was  closed by the fiscal year ended June 30,
2003  a  segmented  comparison  would  be  meaningless.

(3)     Other:  For  the  fiscal  year  ended  June  2004  this segment received
$19,005  in revenue from a returned deposit that was written off for fiscal year
ended  June  30, 2002.  The revenue for the fiscal year ended June 2003 was from
the sale of a depreciated asset, the $120,000 was the net profit from that sale.
The  losses  of ($4,388,727) for the fiscal year ended June 2004 were due to the
closing  of  operations  and relocation of offices and equipment. The losses for
the  prior  fiscal  year  ended  June  2003 were also due to the closing down of
operations  combined  with  operational  losses.

Liquidity  and  Capital  Resources

Net  cash  provided  by  operations of $5,469 twelve-month period ended June 30,
2004 was an increase in cash when compared to the cash balance of $1,389 for the
twelve-month  period  ended June 30, 2003. The Company increase in cash was from
additional  paid  in  Capital. 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 Blue Bear Funding LLC formerly 1st
American  Factoring  LLC  which provides capital to expand the Companies current
operations.

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.


                                       12
<PAGE>

Off  Balance  sheet

The Company has not entered into any off balance sheet arrangements that have or
reasonably likely to have a current or future effect on our 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 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.

Recently  Issued  Accounting  Pronouncements

 In  December  2003,  the  Securities  and  Exchange  Commission  released Staff
Accounting  Bulletin No. 104, "Revenue Recognition" (SAB 104). SAB 104 clarifies
existing  guidance  regarding revenue recognition. The Company's adoption of SAB
104  did not have an impact on its consolidated results of operations, financial
position  or  cash  flows.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with  Characteristics of Both Liabilities and Equity," or Statement
150.  Statement  150  establishes  standards  for  issuer  classification  and
measurement  of  certain  financial  instruments  with  characteristics  of both
liabilities  and equity. In accordance with this standard, financial instruments
that  embody  obligations  for  the  issuer  are  required  to  be classified as
liabilities.  This  statement is effective for all financial instruments entered
into  or  modified  after May 31, 2003, with certain exceptions. Our adoption of
Statement  150  did  not  have an impact on our results of operations, financial
position  or  cash  flows.

In  April  2003,  the  FASB  issued SFAS No. 149, "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities,"  that  amends  and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative  instruments embedded in other contracts, and for hedging activities.
This statement is effective for contracts and hedging relationships entered into
or  modified  after June 30, 2003, with certain exceptions. Our adoption of SFAS
No.  149  did  not  have  an  impact  on  our  financial  position or results of
operations  or  cash  flows.

In  January  2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable  Interest  Entities,"  or  FIN 46. FIN 46 requires the consolidation of
variable  interest  entities  in  which  an enterprise absorbs a majority of the
entity's  expected losses, receives a majority of the entity's expected residual
returns,  or  both,  as  a  result  of ownership, contractual or other financial
interests  in  the entity. FIN 46 is effective for the first quarter of 2004. We
do  not  expect  the  adoption  of  FIN 46 to have an impact on our consolidated
results  of  operations,  financial  position  or  cash  flows.

In  December  2002,  the  Financial  Accounting Standards Board, or FASB, issued
Statement  of  Financial Accounting Standards, or SFAS, No. 148, "Accounting for
Stock-Based  Compensation - Transition and Disclosure," an amendment of SFAS No.
123.  SFAS  No.  148  provides alternative methods of transition for a voluntary
change  to  the  fair  value based method of accounting for stock-based employee
compensation.  In  addition,  SFAS No. 148 amends the disclosure requirements of
SFAS  No.  123  to  require  more  prominent  and  more  frequent disclosures in
financial  statements  about  the  effects  of  stock-based  compensation.  This
statement  is  effective  for financial statements for fiscal years ending after
December  15,  2002.  SFAS  No.  148  has  not  had  any impact on our financial
statements  as  management uses the fair value of goods and services received to
determine  the  number  of  shares  to  issue.


                                       13
<PAGE>

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.

Capital  Expenditures

There  were  no  capital  expenditures  during  the  2004  fiscal  year.

Net  Operating  Loss  Carry  forwards

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  carry  forwards  expire in the years beginning 2021. The
deferred  tax  asset recorded by the Company as a result of these tax loss carry
forwards  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  carry  forwards  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.

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
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."

Quantitative  and  Qualitative  Disclosures  about  Market  Risk

Market  risk  generally  represents  the  risk  of loss that may result from the
potential  change  in the value of a financial instrument due to fluctuations in
interest  rates.  Market  risk is inherent to both derivative and non-derivative
financial  instruments,  and accordingly, the scope of the Company's market risk
management  includes  all  market  risk  sensitive  financial  instruments.

The  Company  uses  several  tools and risk management strategies to monitor and
address  interest  rate  risk.  Such  tools  allow  the  Company  to monitor and
evaluate  its  exposure  to  these  risks  and to manage the risk profile of its
residual  interest  portfolio  in  response  to  changes  in  the  market  risk.

The  Company  measured  the  sensitivity  of  the current value of cost of funds
(Prime  Rate  plus  1.5%)  to changes in the mortgage interest rate (bond market
plus  1.5%)  that  the  Company charges on funded loans, which is reflected with
changes  in interest rates.  The difference in the cost of funds versus the rate
the  Company  funded the mortgage loans could have benefited the company because
the cost of funds was less then the mortgage interest rate, or the Company could
lose  money  if  the  cost  of  funds  was more than the mortgage interest rate.

The  following  table  summarizes the sensitivity analysis of change in the fair
value  of  our  cost of funds as compared to the residual interests as of   June
30,  2002  and  June  30,  2001:


                                       14
<PAGE>

<TABLE>
<CAPTION>
                           Change In Fair Value As of:
                           June30, 2002  June 30, 2001
                           ------------  -------------
<S>                        <C>           <C>
Prime Rate                    4.750%       6.750%
Our Cost of Funds              1.500%      1.500%
                           ------------  -------------
 Total                         6.250%      8.250%

Bond Market                    4.800%      5.331%
Consumer Cost of Funds         1.500%      1.500%
                           ------------  -------------
Total                          6.300%      6.831%

Net Impact Benefit (Loss)      0.050%     (1.419)%
</TABLE>

ITEM  7.  FINANCIAL  STATEMENTS

Financial  statements  as of and for the fiscal years ended June 30, 2004, 2003,
and 2002 (restated) are presented in a separate section of this report following
Signatures.

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

During  the Registrant's two most recent fiscal years and the first two quarters
of  the  fiscal year ended June 30, 2004, Henry Schiffer CPA, who was engaged to
audit  and  or  review  these financial statements was dismissed.  There were no
disagreements  with the former accountant on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure. In
addition,  there  were  no  "reportable  events"  as  described  in  Item
304(a)(1)(iv)(B)1  through  3  of  Regulation  S-B  that  occurred  within  the
Registrant's  most  recent  fiscal  year  and  the  subsequent  interim  period
preceding  the  former  accountant's  dismissal.

ITEM  8A.  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 its 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  Annual 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 Annual 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.

ITEM  8B.  OTHER  INFORMATION

None


                                       15
<PAGE>

PART  III

ITEM  9.  DIRECTORS  AND  EXECUTIVE  OFFICERS;  PROMOTORS  AND  CONTROL PERSONS;
COMPLICANE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT

Directors  and  Executive  Officers

The  names,  ages,  and  respective  positions  of  the  directors and executive
officers  of  the  Company  are set forth below.  The Directors named below will
serve until the next annual meeting of the Company's stockholders or until their
successors  are  duly  elected  and have qualified.  Directors are elected for a
one-year  term  at  the  annual stockholders' meeting.  Officers will hold their
positions  at  the  will  of  the  board  of  directors,  absent  any employment
agreement,  of  which  none  currently exist or are contemplated.   There are no
arrangements,  agreements  or understandings between non-management shareholders
and  management  under  which  non-management  shareholders  may  directly  or
indirectly  participate in or influence the management of the Company's affairs.
There  are  no  legal  proceedings  involving  the officers and directors of the
Company.

 (a)  Albert  R.  Reda,  Chief  Executive  Officer/Director.

Mr.  Reda,  age 58, was appointed a Director and Chief Executive Officer, of the
Company  in  November  1998.  From  1996  to  1998,  he  was  employed  with CRT
Corporation  as  Vice President in charge of production for manufacturing frozen
food  products.  For  the  period of 1994 to 1995, Mr. Reda was self-employed in
the  financial  lending  area,  buying and selling loans between individuals and
institutions.  Mr.  Reda received his Bachelor of Science Degree from California
State  University,  Long  Beach,  with  a  major  in  engineering.

Mr. Reda is also Treasurer and a director of DCM Enterprises, Inc. and Secretary
and  Director  of  Global  Debit  Cash  Card,  Inc.

(b)  Mildred  Carroll,  Secretary.

Ms.  Carroll,  age 61 is Secretary to the Company and has worked for the Company
and  one  or  more  of  its  subsidiary since April 1999. Prior to that time Ms.
Carroll  was  self  employed.

Involvement  in  Certain  Legal  Proceedings

To  our  knowledge, during the past five years, no present or former director or
executive  officer  of  our  company:  (1)  filed  a  petition under the federal
bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or
similar  officer  appointed  by  a  court  for the business or present of such a
person,  or  any  partnership in which he was a general partner at or within two
yeas  before the time of such filing, or any corporation or business association
of  which  he  was an executive officer within two years before the time of such
filing; (2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses); (3)
was  the  subject  of  any order, judgment or decree, not subsequently reversed,
suspended  or  vacated,  of  any court of competent jurisdiction, permanently or
temporarily  enjoining  him from or otherwise limiting the following activities:
(i)  acting  as  a  futures  commission  merchant, introducing broker, commodity
trading  advisor,  commodity  pool  operator, floor broker, leverage transaction
merchant,  associated  person  of  any  of  the  foregoing,  or as an investment
advisor,  underwriter,  broker  or  dealer  in  securities,  or as an affiliated
person,  director  of  any  investment company, or engaging in or continuing any
conduct  or practice in connection with such activity; (ii) engaging in any type
of  business  practice;  (iii)  engaging  in any activity in connection with the
purchase  or  sale  of  any  security  or  commodity  or  in connection with any
violation of federal or state securities laws or federal commodity laws; (4) was
the  subject  of  any  order,  judgment  or  decree,  not subsequently reversed,
suspended  or  vacated, of any federal or state authority barring, suspending or
otherwise  limiting  for more than 60 days the right of such person to engage in
any  activity  described above under this Item, or to be associated with persons
engaged in any such activity; (5) was found by a court of competent jurisdiction
in  a civil action or by the Securities and Exchange Commission to have violated
any  federal  or state securities law and the judgment in subsequently reversed,
suspended  or  vacate;  (6)  was found by a court of competent jurisdiction in a
civil action or by the Commodity Futures Trading Commission to have violated any
federal commodities law, and the judgment in such civil action or finding by the
Commodity  Futures  Trading  Commission  has  not  been  subsequently  reversed,
suspended  or  vacated.

Family  Relationships

There  is  no  family  relationship  between  any director, executive officer or
person  nominated  or  chosen by us to become a director or executive officer of
our  company.


                                       16
<PAGE>

Compliance  with  Section  16(a)  of  the  Exchange  Act

 Section  16(a) of the Exchange Act requires the Registrant's directors, certain
officers  and  persons  holding  10% or more of the Registrant's common stock to
file  reports  regarding  their  ownership  and regarding their acquisitions and
dispositions  of  the  Registrant's common stock with the SEC.  Such persons are
required by SEC regulations to furnish the Registrant with copies of all Section
16(a)  forms  they  file.

 Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the  Registrant  under  Rule  16a-3(d) during fiscal 2003 with respect to fiscal
2003, and certain written representations from executive officers and directors,
the Registrant is unaware that any other required reports were not timely filed.
Audit  Committee  and  Charter

We do not have a separately-designated audit committee of the Board or any other
Board-designated committee. Audit committee functions are performed by our board
of  directors.  None of our directors are deemed independent. All directors also
hold  positions  as  our  officers.  Our audit committee is responsible for: (1)
selection  and  oversight  of  our  independent  accountant;  (2)  establishing
procedures  for  the  receipt,  retention  and treatment of complaints regarding
accounting,  internal controls and auditing matters; (3) establishing procedures
for  the  confidential,  anonymous  submission  by  our  employees  of  concerns
regarding  accounting  and auditing matters; (4) engaging outside advisors; and,
(5)  funding for the outside auditory and any outside advisors engagement by the
audit committee. A copy of our audit committee charter is filed as an exhibit to
this  report.

Audit  Committee  Financial  Expert

None  of  our  directors or officers have the qualifications or experience to be
considered  a  financial  expert.  We  believe  the  cost related to retaining a
financial  expert  at  this time is prohibitive, although the Company intends to
conduct a search in the near future to identify an individual qualified to serve
as  audit  committee  financial  expert.

Code  of  Ethics

We  have  adopted  a  corporate code of ethics. We believe our code of ethics is
reasonably  designed to deter wrongdoing and promote honest and ethical conduct;
provide  full,  fair,  accurate,  timely and understandable disclosure in public
reports;  comply  with applicable laws; ensure prompt internal reporting of code
violations;  and  provide  accountability  for  adherence  to  the  code.

Disclosure  Committee  and  Charter

We  have a disclosure committee and disclosure committee charter. Our disclosure
committee  is comprised of all of our officers and directors. The purpose of the
committee  is to provide assistance to the Chief Executive Officer and the Chief
Financial  Officer  in  fulfilling  their  responsibilities  regarding  the
identification and disclosure of material information about us and the accuracy,
completeness  and  timeliness  of  our  financial  reports.

ITEM  10.  EXECUTIVE  COMPENSATION

<TABLE>
<CAPTION>
                                              ANNUAL COMPENSATION                          LONG-TERM COMPENSATION
                                      ------------------------------------    ------------------------------------------------
                                                                                      AWARDS            PAYOUTS
                                                                              ----------------------  ----------
     NAME AND           FISCAL          SALARY       BONUS       OTHER        RESTRICTED   SECURITIES     LTIP     ALL OTHER
    PRINCIPAL           YEAR             ($)          ($)        ANNUAL        STOCK       UNDERLYING   PAYOUTS   COMPENSATION
     POSITION                                                 COMPENSATION     AWARD(S)     OPTIONS/      ($)         ($)
                                                                   ($)           ($)         SARS
                                                                                              (#)
------------------  ----------------  ---------  ----------  -------------  -----------  -----------  ----------  ------------
<S>                 <C>               <C>        <C>         <C>            <C>          <C>          <C>         <C>

Albert Reda,
Chief Executive       2004            $240,000          0              0              0            0           0            0
Officer/Secretary     2003            $180,000          0              0              0            0           0            0
(1)
</TABLE>

(1)     In  July  of  2002  the  company issued a note to Mr. Reda for the
wages  due  to currently and for the fiscal year ended June 2003. A new note was
executed  for  the  wages  of  fiscal  years  of  June 2004. At present the note
including the end of September 2003 is for $315,000. This covers January of 2002
through September 2003. Before the end of June 2004 Mr. Reda received shares for
the  note  canceled  and  the  monies  owed  was  credited  to  Paid in Capital.


                                       17
<PAGE>

Other  Compensation

There  are  no  annuity,  pension or retirement benefits to be paid to officers,
directors,  or  employees  of  the  Company in the event of retirement at normal
retirement  date, as there is no existing plan provided for or contributed to by
the  Company.

No  remuneration  is  to  be  paid  in  the future directly or indirectly by the
Company to any officer or director since no existing plan that provides for such
payment,  including  a  stock  option  plan.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS

The following table sets forth information regarding the beneficial ownership of
shares  of the Company's common stock as of August 31, 2004 2,015,926,692 shares
were  issued  and  outstanding,  of  which 751,337,998 are restricted by (i) all
stockholders known to the Company to be beneficial owners of more than 5% of the
outstanding  Common  Stock;  (ii)  each  director;  and  (iii) all directors and
executive  officers  of the Company individually and as a group (each person has
sole  voting  power  and sole dispositive power as to all of the shares shown as
beneficially  owned  by  them):

<TABLE>
<CAPTION>
                 Name and Address of Beneficial         Amount of
Title of Class                Owner                Beneficial Ownership  Percent of Class
--------------  ---------------------------------  --------------------  -----------------
<S>             <C>                                <C>                   <C>
                Mildred Carroll (1)
Common Stock    P.O. Box 6957
                Stateline, NV 89449                         101,614,222             5.040%
--------------  ---------------------------------  --------------------  -----------------
                Albert Reda Corp. (2)
Common Stock    2250 East Tropicana Ave #631
                Las Vegas, Nevada  89119                      1,000,000             .0496%
--------------  ---------------------------------  --------------------  -----------------
                Albert R. Reda, (3)
Common Stock    2250 East Tropicana Ave  #631
                Las Vegas, Nevada  89119                        156,609             .0008%
--------------  ---------------------------------  --------------------  -----------------
                Omega Limited (4)
Common Stock    1136 E. Stuart Suite 4207
                Fort Collins, Co. 85025                     109,000,000             5.407%
--------------  ---------------------------------  --------------------  -----------------
                Antigua LLC (4)
Common Stock    1136 E. Stuart Suite 4207
                Fort Collins, Co. 80525                     110,000,000             5.457%
--------------  ---------------------------------  --------------------  -----------------
                Adobe Oil
Common Stock    P.O. Box 485
                Laguna Beach, Calif. 92652                  200,000,000             9.921%
--------------  ---------------------------------  --------------------  -----------------
                Alpha Blue Inc (4)
Common Stock    1630 Welton St. #300
                Denver, Co. 80202                           151,000,000             7.490%
--------------  ---------------------------------  --------------------  -----------------
                ARR LLC (2)
Common Stock    2250 East Tropicana Ave #631
                Las Vegas, Nevada  89119                    125,000,000             5.789%
--------------  ---------------------------------  --------------------  -----------------
                Windsor Professional Plaza
Common Stock                         501 Main St.
                Windsor, Co. 80550                          154,470,000             7.662%
--------------  ---------------------------------  --------------------  -----------------
                Shares of all directors and
Common Stock    executive officers as a group (2
                persons)                                    597,770,831            29.652%
--------------  ---------------------------------  --------------------  -----------------
</TABLE>

(1)  Mildred  Carroll  is  an  officer  of  the  Company.
(2)  Albert  Reda  Corp.  and ARR LLC are controlled by Albert Reda, who holds
     shares  issued  as  compensation for services performed by Mr. Reda for the
     Company.
(3)  Albert  Reda  is  an  officer  and  director  of  the  Company.
(4)  Albert  Reda  has  an  interest  in  this  entity  but does not control it.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Other  than  as  set forth below, during the past two years, there have not been
any  transactions  that  have  occurred  between  the  Company and its officers,
directors,  and  five  percent  or  greater  shareholders.


                                       18
<PAGE>

(a)  On  January 1, 2000, Mr. Reda entered into an employment agreement with the
Company  for  the  position  of  Chief Executive Officer.  The following are the
material  terms  of  this  agreement:

(1)     A  salary  of  $180,000.00,  payable  in  semi-monthly  installments  in
accordance with the Company's practices, less normal payroll deductions.  On the
anniversary  date  of  each  year  through  the  fourth year, the salary each is
increased  by  $1,000  per  month.

(2)     This agreement was changed to the $180,000 per annum effective July 2002
retroactive  to  January  1, 2002. Based upon a note issued to Mr. Reda to cover
the  amounts  due  per  this employment agreement, the term of the agreement was
also  extended  till  January  2007.

(3)     In  addition  to this compensation, the Company will periodically review
Mr.  Reda's  performance  and  services  rendered  with  a  view  to  paying
discretionary  bonuses based upon above-average or outstanding performance for a
prior period.  Any such bonuses approved by the Company will be paid to Mr. Reda
within 30 days of the grant thereof.  The following performance milestones shall
justify the particular restricted stock bonuses, to be issued by the company, as
set  forth  below:

          (A)     At  $2  million  in  sales,  500,000  shares  of common stock.

          (B)     At  $3  million  in  sales,  800,000  shares  of common stock.

          (C)     At  $5  million  in  sales,  1,000,000 shares of common stock.

          (D)     At  $8  million  in  sales,  2,000,000 shares of common stock.

          (E)     At  $10  million  in  sales, 2,500,000 shares of common stock.

          (F)     At $12 million in sales, 3,000,000 shares of restricted common
stock.

(4)     In  addition  to  the  Salary and bonuses stated above, Mr. Reda will be
eligible  to  participate  in  a  health  insurance  plan,  including  dependent
coverage, supplied by the Company. Mr. Reda will also be entitled to participate
in  any  and  all  group  life, workers' compensation, health plan or accidental
insurance  plans  which  are adopted by the Company for the benefit of executive
officers  or  employees.  Mr.  Reda will also be entitled to such sick leave and
paid  holidays  and  to such other perquisites of employment, as customarily are
extended by the Company to executive officers or employees. In addition Mr. Reda
will  also  be  entitled  to  vacation  benefits.

(b)  During the fiscal year ended June 30, 2004 the Company entered into several
transactions  with  David Karst, a shareholder, and several companies he owns as
follows:

(1)     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.

(2)     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.

(3)     Additional conversions resulting in the issuance of 1,000,000,000 common
shares  were  done  in  August and September 2004 to pay the Company's operating
expenses.

(4)     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.

(5)     The Company borrowed $333,377 from Windsor Professional Plaza, LLC - See
Note  4.

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

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

(8)     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.

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

(1)     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.

(2)     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.

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


                                       19
<PAGE>

ITEM  13.  EXHIBITS

Exhibits.

<TABLE>
<CAPTION>
Number  Description
------  -----------------------------------------------------------------------------------
<C>     <S>
        Stock Purchase Agreement  (incorporated by reference to Exhibit 99.1 of Form 8-K
 10.18  filed on September 9, 2003).
------  -----------------------------------------------------------------------------------
        Asset Purchase Agreement between the Company and Debit Card Marketing, Inc.
 10.19  (incorporated by reference to Exhibit 99.1 of Form 8-K filed on March 5, 2004).
------  -----------------------------------------------------------------------------------
        Factoring and Security Agreement between the Company and 1st American Factoring
 10.20  (incorporated by refernce to Exhibit 99.1 of Form 8-K filed on June 30, 2004).
------  -----------------------------------------------------------------------------------
  14.1  Code of Ethics (filed herewith).
------  -----------------------------------------------------------------------------------
        Subsidiaries  of  the Company (incorporated by reference to Exhibit 21 of the  Form
    21  10-Q  filed  on  February  15,  2001).
------  -----------------------------------------------------------------------------------
        Certification  Pursuant  to  Section  302 of the Sarbanes-Oxley Act of 2002  (filed
    31  herewith).
------  -----------------------------------------------------------------------------------
        Certification  Pursuant  to  18  U.S.  C.  Section  1350, as adopted pursuant  to
    32  Section  906  of  the  Sarbanes Oxley Act of 2002 (filed herewith).
------  -----------------------------------------------------------------------------------
</TABLE>

Reports  on  Form  8-K.

<TABLE>
<CAPTION>
<S>                <C>
September 9, 2003  Disclosure of agreement to sell 370,000 shares of PMCC pursuant to a Stock Purchase
                   Agreement
-----------------  ---------------------------------------------------------------------------------------
September 9, 2003  Disclosure of Failure of Ace Optics and subsequent settlement agreement regarding Ace
                   Optics
-----------------  ---------------------------------------------------------------------------------------
October 10, 2003   Disclosure of Territory Marketing Agreement with Debit Card Marketing, Inc.
-----------------  ---------------------------------------------------------------------------------------
December 11, 2003  Disclosure of Asset Purchase Agreement entered into between wholly owned subsidiary and
                   Debit Card Marketing, Inc.
-----------------  ---------------------------------------------------------------------------------------
March 5, 2004      Disclosure of Asset Purchase Agreement entered into between the Company and Debit Card
                   Marketing, Inc.
-----------------  ---------------------------------------------------------------------------------------
April 27, 2004     Disclosure of Change of Accountants
-----------------  ---------------------------------------------------------------------------------------
June 30, 2004      Disclosure of Factoring and Security Agreement with First American Factoring
-----------------  ---------------------------------------------------------------------------------------
</TABLE>


                                       20
<PAGE>

ITEM  14.  PRINCIAPAL  ACCOUNTANT  FEES  AND  SERVICES

Audit  Fees.

 The  aggregate  fees billed for each of the last two fiscal years and the first
two  quarters  of  fiscal  year  ended  June  30, 2004 for professional services
rendered  by  Henry Schiffer CPA were paid in full prior to the dismissal by the
Company.  The  aggregate  fees  billed and paid for each of the third quarter of
fiscal year ended June 30, 2004, and for year ended June 30, 2004 for the review
of financial statement and audit of the Registrant's annual financial statements
included  in the company's Form 10-QSB's: third quarter year ended June 30, 2004
and  Form  10-KSB  for  year  ended  June  30,  2004  totaled  $17,500.

Audit-Related  Fees.

The aggregate fees billed in each of the last two fiscal years for assurance and
related  services  by  Henry  Schiffer  CPA  that  are reasonably related to the
performance  of the audit or review of the Registrant's financial statements and
are  not  reported  under  Audit  Fees  above:  $0.

Tax  Fees.

The  aggregate  fees  billed  and paid in each of the last two fiscal years  for
professional  services  rendered  by Henry Schiffer CPA  for tax compliance, tax
advice,  and  tax  planning:  $5,000

All  Other  Fees.

 The aggregate fees billed in each of the last two fiscal years for products and
services provided by Henry Schiffer CPA, other than the services reported above:
$0.


                                       21
<PAGE>

                                   SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of 1934, the Company has duly caused this report to be signed on its behalf
by  the  undersigned,  thereunto  duly  authorized.

Alpha  Wireless  Broadband,  Inc.

/s/  Albert  R.  Reda
---------------------
Albert  R.  Reda
Chief  Executive  Officer,  Secretary
Dated:  November 12,  2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed below by the following persons on behalf of the Company and in
the  capacities  and  on  the  date  indicated.

/s/  Albert  R.  Reda
Albert  R.  Reda
Chief  Executive  Officer,  and  Director
November 12,  2004

/s/  Mildred  Carroll
Mildred  Carroll
Secretary
November 12,  2004


                                       22
<PAGE>

<TABLE>
<CAPTION>

Index to Financial Statements                                          Page
---------------------------------------------------------------------  ----
<S>                                                                    <C>

Report of Independent Registered Accountant . . . . . . . . . . . . .  F-1

  Report of Independent Accountant. . . . . . . . . . . . . . . . . .  F-2

Consolidated Balance Sheets as of
  June 30, 2004 and June 30, 2003 . . . . . . . . . . . . . . . . . .  F-3

  Consolidated Statements of Operations for the years ended
  June 30, 2004, June 30, 2003, and June 30, 2002 . . . . . . . . . .  F-4

Consolidated Statement of Stockholders' Equity
  for the years ended June 30, 2004, June 30, 2003, and June 30, 2002  F-5

  Consolidated Statements of Cash Flows for the years ended
June 30, 2004, June 30, 2003, and June 30, 2002 . . . . . . . . . . .  F-7

  Notes to Consolidated Financial Statements. . . . . . . . . . . . .  F-9
</TABLE>


                                       23
<PAGE>

                       [LETTERHEAD OF KEMPISTY & COMPANY]

             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------


Board  of  Directors
Alpha  Wireless  Broadband,  Inc.

We  have  audited  the accompanying consolidated balance sheet of Alpha Wireless
Broadband,  Inc., formerly Internet Business's International Inc. as of June 30,
2004,  and  the  related  consolidated  statement  of  operations,  changes  in
stockholders'  equity  (deficit)  and cash flows for the year then ended.  These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on these financial statements based on
our audit. The financial statements of Alpha Wireless Broadband, Inc. as of June
30,  2003  were  audited  by  other  auditors whose report dated October 8, 2003
expressed  an  unqualified  opinion  on  the  statements.

We  conducted  our  audit in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audit  to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of June 30 2004,
and  the results of its operations and its cash flows for the period then ended,
in  conformity  with  U.S.  generally  accepted  accounting  principles.

The  accompanying  financial  statements  have been prepared assuming that Alpha
Wireless  Broadband,  Inc.  will  continue  as  a  going concern.  As more fully
described  in  Note 5, the Company incurred operating losses during the 2004 and
2003 fiscal years and requires additional capital to continue operations.  These
conditions  raise substantial doubt about the Company's ability to continue as a
going concern.  Management's plans regarding these matters are described in Note
5.  The  financial  statements  do not include any adjustments that might result
from  the  outcome  of  this  uncertainty.


/s/ Kempisty  &  Company
Certified  Public  Accountants  PC
New  York,  New  York
November  11,  2004


                                      F-1
<PAGE>

                      [LETTERHEAD OF HENRY SCHIFFER, CPA]

                          INDEPENDENT AUDITORS' REPORT


To  the  Board  of  Directors  and  Stockholders
Alpha  Wireless  Broadband,  Inc.
(Formerly  Internet  Business's  International,  Inc.)


We  have audited the accompanying consolidated statements of operations, changes
in stockholders' equity and cash flows of Alpha Wireless Broadband, Inc. for the
year  ended June 30, 2003.  These financial statements are the responsibility of
the  Company's  management. Our responsibility is to express an opinion on these
financial  statements  based  on  our  audit.

We  conducted  our  audit in accordance with the standards generally accepted in
the  United  States of America. Those standards require that we plan and perform
the  audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and disclosures in the financial statements. An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation.  We  believe that our audit provides a reasonable basis
for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  results  of  Alpha  Wireless  Broadband,  Inc.'s
operations  and cash flows for the year then ended in conformity with accounting
principles  generally  accepted  in  the  United  States  of  America.

The  accompanying  financial  statements  have been prepared assuming that Alpha
Wireless  Broadband,  Inc.  will  continue  as  a  going  concern. As more fully
described  in  Note 5, the Company has incurred operating losses since inception
and  requires  additional capital to continue operations. These conditions raise
substantial  doubt  about  the Company's ability to continue as a going concern.
Management's  plans  regarding  these  matters  are  described  in  Note  5. The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.


By:  /s/  Henry  Schiffer
          ---------------
Henry  Schiffer,  CPA
Beverly  Hill,  California
October  8,  2003


                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                          ALPHA WIRELESS BROADBAND, INC
                (FORMERLY INTERNET BUSINESS'S INTERNATIONAL, INC)
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2004


Assets                                            June 30, 2004
-----------------------------------------------  ---------------
<S>                                              <C>

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

Property and equipment, net                      $       37,210
Intangible assets, net                           $      496,022
Investments                                      $      107,780
                                                 ---------------

      Total other assets                         $      641,012

      TOTAL ASSETS                               $      646,481
                                                 ===============

Liabilities and Stockholders' (Deficit)
Current Liabilities:
-----------------------------------------------
Accounts payable                                 $      669,274
Accrued liabilities                              $      401,451
Judgments payable                                $      435,012
Other current liabilities                        $    1,787,871
Payable to officer                               $      170,572
Note payable related party                       $      117,568
                                                 ---------------
Note Payable                                     $      333,377
      Total current liabilities                  $    3,915,125

      Total Liabilities                          $    3,915,125
                                                 ---------------

Stockholders' (deficit)
Preferred Stock, par value $.001                 $          903
Authorized 10,000,000  Issued  902,639
Common stock, par value $.001                    $    2,015,928
Authorized 10,000,000,000 Issued 2,015,926,692
Additional Paid in Capital                       $    6,617,602
Accumulated deficit                              $  (11,903,077)
                                                 ---------------

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

      Total Liabilities & Stockholders Deficit   $      646,481
                                                 ===============
</TABLE>

      The accompanying notes are an integral part of these financial statements

                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                          ALPHA WIRELESS BROADBAND, INC
                (FORMERLY INTERNET BUSINESS'S INTERNATIONAL, INC)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED JUNE 30, 2004 AND 2003

                                            June 30,        June 30,
                                         ---------------  -------------
                                              2004            2003
<S>                                      <C>              <C>
Revenues                                 $            0   $    778,784

Cost and expenses:
   Cost of revenues                      $            0   $     45,000
   Selling, general and administration   $      395,217   $  2,629,324
   Judgments                             $      435,012
   Depreciation and amortization         $    1,745,090   $  1,919,823
                                         ---------------  -------------

     Total costs and expenses            $    2,575,319   $  4,594,147
                                         ---------------  -------------

Net income (loss) from operations        $   (2,575,319)  $ (3,815,363)

Other income                             $       19,005

Other (expense)                          $   (2,619,166)  $   (902,935)
                                         ---------------  -------------

Income (loss) before income taxes        $   (5,175,480)  $ (4,718,298)
                                         ---------------  -------------

Income taxes (benefit)                   $            0   $          0

Net income (loss)                        $   (5,175,480)  $ (4,718,298)
                                         ---------------  -------------

Net income (loss) per common shares      nil                    ($0.05)


Weighted average number of common
shares outstanding                        1,433,197,844    103,273,603

</TABLE>

      The accompanying notes are an integral part of these financial statements

                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                                              ALPHA WIRELESS BROADBAND, INC.
                                    (FORMERLY INTERNET BUSINESS'S INTERNATIONAL, INC.)
                           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                                 FOR THE YEAR ENDED JUNE
                                                         30, 2004

                                        Common Stock             Preferred Stock     Capital in
                                    ($0.001 par value)          ($0.001 par value)    Excess of
                                     Shares        Amount       Shares     Amount     Par Value      Deficit        Total
                                 --------------  -----------  ----------  ---------  -----------  -------------  ------------
<S>                              <C>             <C>          <C>         <C>        <C>          <C>            <C>
Balance July 1, 2003               178,272,603   $  178,274   1,029,231   $  1,029   $6,917,547   $ (6,727,597)  $   369,253

Common stock issued for
Services                           157,108,282      157,108           -          -      (18,627)             -       138,481

Common stock issued for
TMR payment                        202,895,000      202,895    (102,895)   100,000

Common stock issued for
  investment in DCME               280,000,000      280,000           -          -            -              -       280,000

Common stock issued for
TMR agreement                      156,390,807      156,391           -          -            -              -       156,391

Common stock issued for
 Officers compensation             495,000,000      495,000           -          -     (178,423)             -       316,577

Common stock issued for
conversion of preferred stock      546,260,000      546,260     (54,626)       (54)      54,620

Cancellation of preferred stock        (71,966)         (72)        (72)

Loss for fiscal year ended
    June 30, 2004                            -            -           -          -            -     (5,175,480)   (5,175,480)
                                 --------------  -----------  ----------  ---------  -----------  -------------  ------------
Balance June 30, 2004            2,015,926,692   $2,015,928     902,639   $    903   $6,617,602   $(11,903,077)  $(3,268,644)
                                 ==============  ===========  ==========  =========  ===========  =============  ============
</TABLE>

      The accompanying notes are an integral part of these financial statements

                                      F-5
<PAGE>

<TABLE>
<CAPTION>

                                              ALPHA WIRELESS BROADBAND, INC.
                                    (FORMERLY INTERNET BUSINESS'S INTERNATIONAL, INC.)
                           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                             FOR THE YEAR ENDED JUNE 30,  2003

                                         Common Stock         Preferred Stock    Capital in
                                      ($0.001 par value)    ($0.001 par value)    Excess of
                                      Shares      Amount     Shares     Amount    Par Value       Deficit        Total
                                   ------------  --------  ----------  --------  ------------  -------------  ------------
<S>                                <C>           <C>       <C>         <C>       <C>           <C>            <C>
  Balance June 30, 2002             38,272,603   $382,736           -  $      -  $ 6,214,114   $ (2,009,299)  $ 4,587,551


  Preferred stock issued                     -          -   1,029,231     1,029       (1,029)             -             -

  Common stock issued for
    Compensation (par value $.01)   40,000,000    400,000           -         -            -        400,000

  Common stock issued for
    investment in DCME              40,000,000     40,000           -         -            -              -        40,000
  (par value $.0001)
  Common stock issued for
  Compensation (par value $.001)    60,000,000     60,000           -         -            -              -        60,000

  Net adjustment for par
   value change                       (704,462)         -           -   704,462            -              -

  Loss for fiscal year ended
      June 30, 2003                          -          -           -         -            -     (4,718,298)   (4,718,298)
                                   ------------  --------  ----------  --------  ------------  -------------  ------------

  Balance June 30, 2003            178,272,603   $178,274  $1,029,231  $  1,029  $6,,917,547   $( 6,727,597)  $   369,253
                                   ============  ========  ==========  ========  ============  =============  ============
</TABLE>

      The accompanying notes are an integral part of these financial statements

                                      F-6
<PAGE>

<TABLE>
<CAPTION>

                          ALPHA WIRELESS BROADBAND, INC
                (FORMERLY INTERNET BUSINESS'S INTERNATIONAL, INC)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2004 AND 2003


                                                         2004           2003
                                                    --------------  -------------
<S>                                                 <C>             <C>

Cash Flows From Operating Activities
--------------------------------------------------
Net income  (loss)                                    ($5,175,480)   ($4,718,298)
   Adjustments to reconcile net income (loss)
   to net cash used by operating activities:
Depreciation and amortization                           1,795,090      1,919,823
Write down of Investment                                1,043,552
Issuance of stock for services                            455,058        460,000
Adjustment for companies acquired                         306,597
Changes in operating assets and liabilities:
   Accounts payable                                       265,453        -92,969
   Accrued liabilities                                   (381,919)       783,370
   Judgments payable                                      435,012
   Other current liabilities                              695,972
Payable to officer                                        170,572
Note Payable Related Party                                117,568
                                                    --------------  -------------
Net cash used in operating activities                   ($322,525)   ($1,704,698)
                                                    --------------  -------------

Cash Flows From Investing Activity
--------------------------------------------------
   Sale of property and equipment                         140,940
   Purchase of intangible assets                           -6,772       -194,068
Cash portion of purchase of DCME stock                   (140,940)
                                                    --------------  -------------
Net cash used in investing activates                      ($6,772)     ($194,068)
                                                    --------------  -------------

Cash Flows From Financing Activates
--------------------------------------------------
Net repayment of credit lines                               8,632
Net issuance of long-term debt                            333,377        400,000
Payment of notes                                          726,746
Common stock/issuance-reverse net                         704,462
                                                    --------------  -------------
Net cash provided by financing activates            $     333,377   $  1,839,840
                                                    --------------  -------------

Net increase (decrease) in cash                             4,080        -58,926


Cash, beginning of year                                     1,389         60,315
                                                    --------------  -------------

Cash, end of year                                   $       5,469   $      1,389
                                                    --------------  -------------


Supplemental Cash Flow Disclosure
   Interest Paid                                    $      60,000   $          -

   Taxes Paid                                       $           -   $          -

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

  Non-cash investing and financing activities:

Common stock issued for services                    $     138,481   $          -

Common stock issued for officer's compensation            316,577              -

Common stock issued for TMR payment                       100,000              -

Common stock issued for conversion of
preferred stock and pay operating expenses                546,208              -
</TABLE>

      The accompanying notes are an integral part of these financial statements

                                      F-7
<PAGE>

                          ALPHA WIRELESS BROADBAND, INC
               (FORMERLY INTERNET BUSINESS'S INTERNATIONAL, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Note  1   Summary  of  Significant  Accounting  Policies

     Description  of  Business  and  Change  in  Control

Prior  to  December  31,  1997,  Alpha Wireless Broadband, Inc formerly known as
Internet  Business's  International, Inc. "the Company", was in the food product
manufacturing  business  and  formerly known as International Food and Beverage,
Inc.  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.  The  Company  changed  its name from
International  Food & Beverage, Inc. to Internet Business's International, Inc.,
and  reincorporated  the  Company  on  December  8, 1998 in the state of Nevada.
During  April of 1999, the Company 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 consist 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
current  fiscal  year,  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

After  the end of the current fiscal year, the Company, through its wholly owned
subsidiary  Skyy-Fi,  Inc.,  began  the installation of wireless Internet access
equipment at businesses allowing their patrons access to the Internet for a fee.
At  the  time  of  this  report  Skyy-Fi,  Inc had 20 Wi-Fi locations installed.

The  Company  has  one  office  in  the  US  and  fewer  than  5  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.

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.



                                      F-8
<PAGE>

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
operation.  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

In  June  of  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 of 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.

In  May  of  2002 a one for ten-share reverse stock split became effective. This
was  the  first  part  of  a Securities Purchase Agreement in conjunction with a
stock  registration. The Company received $120,000 as a loan to be paid with the
registration of stock during the fiscal year. Due to the price drop in the stock
after  the reverse the registration did not occur. The Loan proceeds were booked
as long-term debt. The stock reverse difference of shares issued and outstanding
in  the  amount  of  $2,544,624  was  included  in  additional  paid-in capital.

In  March  2000,  the  Company  issued  an  additional  7,000,000  shares of the
Company's  common  stock,  in a private placement to a qualified investor, which
provided  $3,382,560  to  the  Company.

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.


                                      F-9
<PAGE>

Concentration  of  Credit  Risk

The  Company  is  subject  to  credit  risk  through  trade receivables. Monthly
Internet  access  fees  and  web  hosting 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 is not
presented  since  diluted  securities  have  an  anti-dilutive  effect.

Recent  Accounting  Pronouncements

 In  December  2003,  the  Securities  and  Exchange  Commission  released Staff
Accounting  Bulletin  No.  104,  "Revenue  Recognition"  ("SAB  104").  SAB  104
clarifies  existing  guidance  regarding  revenue  recognition.  The  Company's
adoption  of  SAB  104  did  not  have  an impact on its consolidated results of
operations,  financial  position  or  cash  flows.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with  Characteristics  of Both Liabilities and Equity," ("Statement
150").  Statement  150  establishes  standards  for  issuer  classification  and
measurement  of  certain  financial  instruments  with  characteristics  of both
liabilities  and equity. In accordance with this standard, financial instruments
that  embody  obligations  for  the  issuer  are  required  to  be classified as
liabilities.  This  statement is effective for all financial instruments entered
into  or  modified  after  May  31, 2003, with certain exceptions. The Company's
adoption  of  Statement  150  did  not  have an impact on results of operations,
financial  position  or  cash  flows.

In  April  2003,  the  FASB  issued SFAS No. 149, "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities,"  that  amends  and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative  instruments embedded in other contracts, and for hedging activities.
This statement is effective for contracts and hedging relationships entered into
or modified after June 30, 2003, with certain exceptions. The Company's adoption
of  SFAS  No.  149  did  not  have an impact on financial position or results of
operations  or  cash  flows.

In  January  2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable  Interest  Entities,"  ("FIN 46"). FIN 46 requires the consolidation of
variable  interest  entities  in  which  an enterprise absorbs a majority of the
entity's  expected losses, receives a majority of the entity's expected residual
returns,  or  both,  as  a  result  of ownership, contractual or other financial
interests  in the entity. FIN 46 is effective for the first quarter of 2004. The
Company does not expect its adoption of FIN 46 to have an impact on consolidated
results  of  operations,  financial  position  or  cash  flows

In  December  2002,  the  Financial  Accounting Standards Board, or FASB, issued
Statement  of  Financial Accounting Standards, or SFAS, No. 148, "Accounting for
Stock-Based  Compensation - Transition and Disclosure," an amendment of SFAS No.
123.  SFAS  No.  148  provides alternative methods of transition for a voluntary
change  to  the  fair  value based method of accounting for stock-based employee
compensation.  In  addition,  SFAS No. 148 amends the disclosure requirements of
SFAS  No.  123  to  require  more  prominent  and  more  frequent disclosures in
financial  statements  about  the  effects  of  stock-based  compensation.  This
statement  is  effective  for financial statements for fiscal years ending after
December  15,  2002.  SFAS  No.  148  has  not  had  any impact on the Company's


                                      F-10
<PAGE>

financial  statements  as  management  uses the fair value of goods and services
received  to  determine  the  number  of  shares  to  issue.

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 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.

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.


                                      F-11
<PAGE>

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).

Note  3  Certain  Financial  Statement  Information

<TABLE>
<CAPTION>

                                                                                            June 30,
                                                                                              2004
                                                                                        -----------------
<S>                                                                                     <C>
Investment:
  Stock of PMCC/GNVN                                                                    $        107,692
  Stock of DCM Enterprises                                                                            88
                                                                                        -----------------
  Total Long Term Investments                                                           $        107,780
                                                                                        =================

Property and equipment:
  Office furniture and equipment                                                        $        146,683
  Machinery and computer equipment                                                                12,809
  Less:  accumulated depreciation                                                               (122,282)
                                                                                        -----------------
  Property and equipment, net                                                           $         37,210
                                                                                        =================

Intangible assets:
  Web Sites                                                                                        3,000
  Computer Programs                                                                                3,772
     Purchase of Territory Marketing Agreement                                                   515,000
      Less:  accumulated amortization                                                            (25,750)
                                                                                        -----------------
  Intangible assets, net                                                                $        496,022
                                                                                        =================
</TABLE>


                                      F-12
<PAGE>

Note  4.  Note  Payable

Note payable as of June 30, 2004 consists of the following: Note payable Windsor
Professional  Plaza  LLC.

   Note  Payable  -  Windsor  Professional  Plaza LLC                   $333,337
                                                                         -------
                                               Total     $               333,377

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 June 30, 2004 the current liabilities exceed current assets by $3,576,279. As
shown in the financial statements, the Company incurred a net loss of $5,792,976
for  the  fiscal  year  ended  June  30,  2004.

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

During  the  fiscal  year  ended  June 30, 2004 the Company entered into several
transactions  with  David Karst, a shareholder, and several companies he owns as
follows:

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.

Additional  conversions resulting in the issuance of 1,000,000,000 common shares
were  done in August and September 2004 to pay the Company's operating expenses.

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  -
See  Note  4.


                                      F-13
<PAGE>

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  common shares to children of its
president  for  consulting  services  rendered.

Note  7.     Stockholders'  Equity

Authorized  Shares

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. The
Company  does  not  have  enough  Authorized shares to issue in the event of the
conversion  of  all  of  it's  preferred  stock  outstanding.

Stock  Issuance

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.

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


                                      F-14
<PAGE>

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

In  May  2004  Mercatus,  with  the  consent of the Company, assigned 1,029,231,
preferred  shares  to  Windsor  Professional  Plaza,  LLC.  During June 2004 the
Company  cancelled  71,966 shares in order to reduce preferred stock outstanding
because  they  would have converted into an amount of common shares in excess of
those  authorized.

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.

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),  mortgage  banking business (which ceased operation in
June  2002),  and business-to-consumer ("B2C") provider (which ceased operations
during  fiscal  year ended June 2003). 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.


                                      F-15
<PAGE>

Full  service  Internet  service  provider  serves  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).
Mortgage banking business includes online mortgage loan origination, processing,
servicing  and  re-sales,  (which  ceased  operations  in  June  2002).
Business-to-consumer  provider  primarily  consists  of  cellular  phone service
origination  fees  and  sales  (which  ceased  operation  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>

                            FISCAL  YEAR  ENDED
                      --------------------------------
                       June 30, 2004    June 30, 2003
                      ---------------  ---------------
<S>                   <C>              <C>
FULL-SERVICE ISP
NET SALES             $            0   $      657,096
OPERATING INCOME      $     (786,753)  $   (2,093,562)

MARKETING (B-TO-B/C)
NET SALES             $            0   $        1,688
OPERATING INCOME      $            0   $      (71,355)

OTHER
NET INCOME            $       19,005   $      120,000
OPERATING INCOME      $   (4,388,727)  $   (2,553,381)

TOTAL
NET SALES             $            0   $      778,784
OPERATING INCOME      $   (5,175,480)  $   (4,718,298)
</TABLE>

During  June  30, 2003 management decided to close down the Marketing segment of
the  Company.  The  debts  of  the  subsidiary were incorporated into the parent
Company and the debts owed to the parent Company of $1,259,236 were written off.

     Note  11  Other  Events

a.  Company  Acquisition

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.


                                      F-16
<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
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

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:

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.


                                      F-17
<PAGE>

e.  Dividend

On  June 17 2002, the Company announced the sale of Aces Optics to CRT Corp. for
2,000,000 shares of CRT restricted stock valued at $1.00 per share. The dividend
was  to be based on one share of CRT Corp. per 100 shares of post reverse shares
of the Company.  On July 8, 2002, the Company announced the dividend record date
of  July  17,  2002.  On  July  18,  2002  the  Company  announced  the  date of
distributions  to  be August 30, 2002. By September 15, 2002 the Transfer agent,
working  with  DTC,  completed  the issuance of the divided CRT Corp. restricted
shares  to  its  shareholders.

f.  PMCC
On  August  2, 2000, the Company announced that it had entered into an agreement
whereby  the  Company  would  purchase  2,460,000 shares of PMCC Financial Corp.
("PMCC"),  a  full-service mortgage banking company, from PMCC's former chairman
of  the  board,  Ronald  Friedman, and The Ronald Friedman 1997 Grantor Retained
Annuity  Trust,  which represented 66.36% of the outstanding shares of PMCC. The
aggregate  purchase  price  of $3,198,000 is to be paid in cash to the seller by
the  Company  as  follows: $700,000 at date of closing; $306,857 for each of the
seven  installment  payments  to  be paid on the 30th, 60th, 90th, 120th, 150th,
180th  and  210th  days  following  the close; $175,000 on each of the 240th and
270th  day after the date of the closing. Shares of PMCC, a listed AMEX company,
were  not  trading at the time of the agreement.  In the event that three months
after  closing,  PMCC's  shares  are  not  actively trading on the AMEX or NASDQ
exchanges  and  the  Company  has not merged PMCC with the Company or any of the
Company's subsidiaries, the purchase price shall be reduced by the amount of the
final  two  $175,000  payments.
On  July  28,  2000, in a separate transaction, the Company entered into a stock
purchase  agreement  with an unrelated individual whereby the Company would sell
up  to  370,000  shares  of PMCC that the Company either owns or will eventually
own,  for  total  consideration of $1,387,500.  Shares of PMCC stock sold by the
Company  will  be  released  to  the  buyer  in proportion to payments received.

On  March  2,  2001, the Company filed an action against Ronald Friedman and The
Ronald  Friedman 1997 Grantor Retained Annuity Trust in Federal Court, in Orange
County,  California  for  rescission of the purchase of the PMCC stock agreement
and  return  of  $1,006,857  paid  by  the  Company.  On  August 16, 2001 Ronald
Friedman, Robert Friedman, and The Ronald Friedman 1997 Grantor Retained Annuity
Trust filed an action against the Company for the balance of the price under the
contract  in  the  amount  of  $2,191,143.  This  action  was  filed in the U.S.
District  Court  for the Southern District of New York. In February 2002 the New
York  case was transferred to California and consolidated with the case filed by
the Company in Orange County, CA. The Company feels that it will prevail in this
action.

As  of December 31, 2000, the Company received payments of $559,812 and released
149,283  shares  of  PMCC  stock that it owned.  If PMCC is not actively trading
within  six  months  of  the  agreement, the Company will issue to the Buyer the
equivalent  number  of  shares  of stock of the Company.  PMCC has been actively
trading  as  of  January 19, 2001, and the $410,529 gain on the sale of the PMCC
stock  has  been included in revenues for that period, ending December 31, 2000.

In  January  2001, PMCC was de-listed from the American Stock Exchange and began
trading  on  the  Pink  Sheets  under  the  symbol  "PMCF". This met the trading
requirement as per the stock sale agreement the Company had entered into with an
unrelated  individual.

Note  12  -  Legal  Proceedings

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

In  this  matter  Globalist  sued  the  Company  and was awarded a judgment plus
interest  in the amount of approximately  $301,000. The Company has appealed the
court's  decision  and  the  award.

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
-----


                                      F-18
<PAGE>

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  InternetBusiness'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.
-----------------------------------------------------------

On  June 4, 2004 Mr. Cherry filed a lawsuit in California Superior Court, Orange
County.  Mr.  Cherry  alleges breach of an employment contract and is seeking an
unspecified amount of money in damages. At the time of this filing the matter is
still  pending.

 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.

Note  13-  Subsequent  Events

On  September  30, 2004 the Company amended its Certificate of Incorporation and
authorized  5,000,000  shares  of  Series  C  Preferred  stock, $0.01 par value,
convertible,  with  a  stated  value of $1.00 per share for conversion purposes.
The  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
based  upon  the ten day average trading price of the common stock just prior to
the  end  of the 12 month holding period.  The conversion ratio will be adjusted
for  any  stock  splits,  dividends  or  distributions.

 During September 2004 the Company changed its name to Alpha Wireless Broadband,
Inc.

In September 2004 the Company entered into a binding Letter of Intent to acquire
Seamless  P2P  LLC for preferred and common stock of the Company with a value of
$1,000,000  subject  to  adjustments  as  defined  in  the  agreement.

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 1,500,000.000 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.


                                      F-19
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