Edgar Filing: SEAMLESS WI-FI, INC.

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, 2006

[ ] 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
SEAMLESS WI-FI, 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.)

800 N. Rainbow Blvd. Suite 208 , Las Vegas, Nevada, 89107
---------------------------------------------------------
(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: $ 38,793

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 June
30, 2006: $34,927.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of June 30, 2006: 344,927,154.

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

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

PART I.

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

SEAMLESS WI-FI, INC.

Seamless Wi-Fi, Inc. (www.slwf.net) the "Company" is development Stage Company
based in Las Vegas, Nevada with three operating subsidiaries: Seamless Skyy-Fi,
Inc. (www.skyyfi.com), Seamless Peer 2 Peer, Inc. (www.seamlessp2p.net) and
Seamless Internet (www.seamlessinternet.com).

Seamless Wi-Fi, Inc hired a develop team to create its own proprietary Digital
Rights Management (DRM) solution to be called Seamless DRM to control access to
digital online data such as software, music and movies.

SEAMLESS SKYY-FI, INC.

Seamless Skyy-Fi, Inc., provides Wireless Internet access at business locations.
This service is referred to as Wireless Fidelity or Wi-Fi, (AKA; Wi-Fi Hot
Spots) 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 frequencies,
which are unlicensed. 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") 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 three years become a
growing form of communication for access to the Internet. Radio equipment is
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 with 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 over the
Internet. Seamless Skyy-Fi is also the developer of the patent pending software
program that provides Wi-Fi users with secure internet browsing (SIB(TM)
trademark by the company) that encrypts the user's Wi-Fi signal. Seamless
Skyy-Fi anticipates release its proprietary SIB technology by mid 2007. SIB
secures Wi-Fi Internet surfing by encrypting the wireless data packets as they
are transmitted from your Wi-Fi device.

SEAMLESS PEER 2 PEER, INC.

Seamless Peer 2 Peer, Inc., hired a develop team to create its proprietary
(patent pending) Phenom(TM) Encryption Software. Phenom(TM) Software allows
secure communications over Wi-Fi, Local Area Network (LAN), and Wide Area
Networks (WAN) with its Virtual Internet Extranet Network technology. Phenom(TM)
Software provides secures Peer Mail, Chat, File Transfer, and remote PC access
in a two-megabyte download. Phenom(TM) Software's Application Protocol Interface
(API) also supports Voice over Internet Protocol (VoIP), Video Voice
conferencing, and White Boarding. Phenom will be available before the end of
2006.

Seamless Peer 2 Peer, Inc., also hired a develop team to create its first
encrypted secure peer 2 peer social network Freek2Freek (www.freek2freek.com)
will be a secure social web network developed by using the Phenom secure
backbone for Freek2Freek. Freek2Freek is being built to be safe and secure for
users, which will have a significant competitive advantage over other non-secure
social networks that potentially risk users' identities and personal
information.

Seamless expects to launch Freek2Freek in 2007. Upon launch, Freek2Freek will
offer high levels of security and user verification because its patented
backbone is based upon Seamless Peer 2 Peer's Phenom Secure Private Network
layer technology, which allows transmission of data to peers over conventional
IP networks in such a way that information can be shared among peers even if one
or more are behind proxies, Firewalls, or NATs. Freek2Freek will be an online
community where everyone who interacts on it will be authenticated and all
communications will be encrypted.

SEAMLESS INTERNET, INC.

Seamless Internet, Inc. offers hosting services for Seamless Peer 2 Peer and
Skyy-Fi clients and is not available for general public hosting services.
Seamless Internet, Inc. has contracted the manufacturing and the marketing the
S-XGen (Seamless neXt Generation) Pocket Personal Computer. The S-XGen has been
fitted with a 20GB hard drive, 256Kb RAM and its dimensions are 6.5" X 3.8" X
1.125". It includes a TFT Transflective Touch Screen viewable in sunlight,
802.11b/g and Bluetooth connectivity, SD MMC and Compact Flash sockets, 2-USB
2.0 ports, and a near full sized QWERTY folding keyboard, stereo speakers and
inputs/outputs, docking socket and tri-band cell phone communications.

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. Then in May 2005 the Company
changed its name to Seamless Wi-Fi, 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 until 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 until May 2004 the Company did not have an operating business.

In May 2004, the Company opened a dating web site for seniors. This was 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 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 Company's creditors. KFG LLC accepted the
appointment as trustee, and is vested with the authority to settle outstanding
matters with the Company's creditors willing to accept shares of the Company's
common stock for settlement pursuant to the terms and conditions of the trust
agreement.

In July of 2004 which is first quarter of fiscal year of June 2005, the Company,
through its wholly owned subsidiary Skyy-Fi, Inc., began the installation of
wireless Internet access equipment at businesses allowing their patron's access
to the Internet for a fee. At the time of this report Skyy-Fi, Inc had 30 Wi-Fi
locations installed.

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

The Company has three offices in Nevada and not including Officers and
Directors; has 3 employees and 7 independent contractor employees.

CURRENT OPERATIONS

Seamless Wi-Fi; www.slwf.net, the Company is currently maintaining and operating
the following subsidiaries, Seamless Skyy-Fi, Inc ; www.skyyfi.com, Seamless
Peer 2 Peer, Inc; www.seamlessp2p.net and Seamless Internet, Inc;
(www.seamlessinternet.com). The three subsidiaries current operations are as
follows:

SEAMLESS SKYY-FI BUSINESS PLAN;

The Company's subsidiary Seamless Skyy-Fi is concentrating on establishing
"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.

"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 hotels, resorts, apartment
buildings condominium complexes, planned unit developments as well as
metropolitan locations that 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
provides 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 may be 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 offset 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.

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

COMPANY NAME PUBLIC/PRIVATE WEB-SITE STOCK SYMBOL
------------ -------------- -------- ------------
ADVANCED INTERNET ACCESS, LLC PRIVATE www.axcess2go.com N/A
FAT PORT PRIVATE www.fatport.com N/A
NETNEARU, CORP. PRIVATE www.nnu.com N/A
WAYPORT, INC PRIVATE www.wayport.net N/A
WI-FI GUYS. LLC PRIVATE www.wi-figuys.com N/A
NETOPIA, INC. PUBLIC www.netopia.com NTPA
ICOA, INC. PUBLIC www.icoacorp.com ICOA
CAFE.COM INC * www.cafe.com

* ICOA, Inc acquired Cafe.com in August 2005.

Several companies such as Starbucks and T-Mobile have jointly entered into the
competition with their own Wi-Fi locations. Other companies such as IOCA are
attempting to acquire existing independent Wi-Fi companies. Other attempts are
being made to develop roaming agreements between the Wi-Fi locations and
Companies to allow more access to existing Wi-Fi customers. Cellular telephone
companies are trying to organize a network of Wi-Fi locations under their
umbrellas. Other Cellular Telephone Companies such as Sprint are also offering
Mobil Internet access through connection to their cellular networks. The
hospitality industry is going to a free Wi-Fi model and fast food chains are
offering service for a fee for Wi-Fi access at their locations.

Other factors that impact the Wi-Fi sector is that there are venues such as
cities and colleges 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.

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

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

To acquire 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 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.

SEAMLESS SKYY-FI PLAN FOR REVENUE FROM OPERATIONS:

SKYY-FI REVENUE

Fees are paid to Skyy-Fi by subscribers and/or from the location owner as
follows:

1. Subscribers either pay a monthly fee if they are a Skyy-Fi member or a per
use fee if they are an occasional user.

2. When the location owner offers free Wi-Fi access the owner then pays a fee to
the Company for providing and maintaining the service.

SEAMLESS PEER 2 PEER BUSINESS PLAN;
-----------------------------------

Seamless Wi-Fi subsidiary Seamless Peer 2 Peer is concentrating on establishing
a Client Base for its software products. The Company's plan for its current and
future clients is based upon the following business model which outlines the
clients that could benefit from its use and then establishing methods of
distribution for delivering the product to the client base.

CLIENT BASE

The Company feels that the Peer 2 Peer client base comprises the following
entities and end users:

Government agencies: Providing Government agencies secure direct permission
based access to other Government agencies in a server-less "dark-net"
environment. Government agencies can share information in a highly secure,
highly encrypted "FIPS 142" compliant secure networking and collaborative
dark-net, allowing direct communication and information sharing in a Peer-2-Peer
setting. Communications between field operatives and home-based peers can be
accommodated from Personal Computer to hand held device.

Corporations: Providing corporations with an enhanced government standard
encrypted communication and collaboration resource tool. Acting as a VPN client
with communication, (Voice over Internet protocol, video conferencing, chat and
peer mail), as well as a suite of collaborative tools (white boarding,
application sharing, and cooperative web surfing, and file sharing) companies
enhance work flow and productivity of their remote and mobile workforce in a
secured and controlled work environment.

Technology and Network consultants: Providing their customer base with cost
effective, secure and feature rich networking solutions. The Phenom client and
server provide end-to-end communication and collaboration tools for consultants
looking for cost effective solutions for their customer base.

ISP, WISP, Wi-Fi providers: Can license, white label and resell the technology
by offering secure network keys to their small business client base as well as
create individual networks for their enterprise business clientele. Additionally
ISP, WISP and Wi-Fi providers can add a secure web surfing feature to their end
user customer base as a value added service. Additionally, by providing Voice
over IP and video conferencing the ISP's will see additional value added
services that they can offer their customer base to enhance their bottom lines.

File Sharing Companies: Can license the technology and white label it as their
own to provide the most seamless and easily integrated file sharing mechanism
available in the Peer-2-Peer space today.

MARKET AND COMPETITION

MARKET

The market for Internet based software services is highly competitive. There are
substantial barriers for entry into the Software Internet Service market. The
cost for determining a need then development and testing of the software program
to supply that need is significant. However the potential profit if successful
means that capital is available if the developer can present a convincing reason
for the development of the software.

COMPETITION

COMPANY NAME PUBLIC/PRIVATE WEB-SITE STOCK SYMBOL
------------ -------------- -------- ------------
GROUPER NETWORKS ,INC. PRIVATE WWW.GROUPER.COM N/A
CITRIX SYSTEMS, INC. PUBLIC WWW.CITRIX.COM CTSX
LAP SOFTWARE, INC. PRIVATE WWW.LAPLINK.COM N/A
PEERME, INC PRIVATE WWW.PEERME. COM N/A
3AM LABS, INC. PRIVATE WWW.LOGMEIN.COM N/A
AMTEUS LTD PRIVATE WWW.JEFTEL.COM N/A
ECLECTIC ENDEAVOURS INC. PRIVATE WWW.ENDEAVORS.COM N/A
SECLARITY, INC. PRIVATE WWW.SECLARITY.COM N/A
SECURIT-E-DOC, INC. PRIVATE WWW.SECURIT-E-DOC.COM N/A

MARKETING PLAN

Seamless Peer 2 Peer Marketing plan incorporates four (4) basic distribution
channels:

o DIRECT SALES that targets vertical market networks for example;
healthcare providers, Government Agencies, Defense Contractors,
Military, Non-Profits, etc. The direct sales staff will focus on the
domestic market.
o OEM DISTRIBUTION sales to private networks as well as general users.
Furthermore, they will be able to bundle the SeamlessP2P client
software for handheld devices, PDA's, desktop computers and laptops.
o AFFILIATES, RESELLERS AND PARTNERS SALES by offering the Seamless
product through Internet Service Providers (e.g. Cable, DSL, etc.),
Networking and IT solution providers, Internet Business Portals and
Wireless Internet Service Providers.
o INTERNET/ONLINE users are able to download the program for their daily
Internet usage. Our user base will grow by word of mouth and
recommendation and advertising. Seamless downloadable from the CNET and
Seamless websites. Over half of all downloads from the CNET sites are
originating from outside of the Continental United States (CONUS).

PROPRIETARY SOFTWARE

Seamless Peer 2 Peer is the developer of the proprietary (patent pending)
Phenom(TM) Encryption Software. Phenom(TM) Software allows secure communications
over Wi-Fi, Local Area Network (LAN), and Wide Area Networks (WAN) with its
Virtual Internet Extranet Network technology. Phenom(TM) Software provides
secure Peer Mail, Chat, File Transfer, and remote PC access in a two-megabyte
download. Phenom(TM) Software's Application Protocol Interface (API) also
supports Voice over Internet Protocol (VoIP), Video Voice conferencing, and
White Boarding.

SOCIAL NETWORKING:

The Phenom software client is an integral part of Seamless Peer-2-Peer's social
networking environment. Freek-2-Freek will be a secure place for teens and the
18-34 demographic to share and communicate freely with their friends and family.
By providing permission based communications and closed friend networks, users
can be sure that their online social interactions are secure.

Users will have the freedom to control their web page and presence as well as
whom they do and do not want to interact with. Additional communications and
interactions will be enhanced utilizing the Phenom client to incorporate, voice
and video to its more traditional communication applications of chat and e-mail.
Additional cool functions and features will allow users to share content with
their peers utilizing the file sharing mechanism, as well as creating new and
original content for their personal web pages using the application sharing
tool, as well as the white boarding function.

Enhanced content, enhanced communication and enhanced security are the
differentiating factors between Freek-2-Freek and its current online
competitors. Freek-2-Freek intends to provide free to the user advertising
revenue driven content on the network to be shared freely between friends and
peers and secured with the Seamless Wi-Fi Digital Rights Management solution
better known as DRM. Using our DRM solution on the Freek-2-Freek network
Seamless will be able to monitor the flow of DRM encrypted content throughout
the network thus tracking file downloads and advertisement plays per file. DRM
encrypted files can be any downloadable file to a PC or hand held device, these
files include music files, video files, or document files, files size is not an
issue as full length feature films can be encrypted as well. The DRM encrypted
files will not be available for permanent download but tethered to the content
server and deleted after a certain amount of plays. Number of plays will be
determined by advertising dollars and costs incurred to distribute content.
Permanent downloads will be available when an end user decides to purchase the
movie, song or album that he or she wishes to own.

Additional revenues will be incurred on monthly or annual subscriptions to use
the enhanced communication and collaborative tools that will be made available
to the Freek-2-Freek end users. These fees have yet to be determined and will be
incorporated upon public launch of the Freek-2-Freek network.

SEAMLESS PEER 2 PEER PLAN FOR REVENUE FROM OPERATIONS;

Fees are paid to Seamless from the subscriber and/or the network operator:

1. Subscribers will either pay a monthly fee if they are a Seamless member
and/or a per use fee if they are occasional users.

2. Operators of a Wide Area Network (WAN) and/or a Local Area Network (LAN) who
want Seamless service then pay per month or per year based upon the number of
users that are part of the network.

SEAMLESS INTERNET BUSINESS PLAN
-------------------------------

Seamless Internet was originally created to provide in-house server solutions
for parent company Seamless Wi-Fi. The expansion of services was driven by
Seamless Wi-Fi's product and services growth.

Seamless Internet's Services were first expanded with Seamless Wi-Fi's
acquisition of the Peer 2 Peer Software and the creation of our Peer 2 Peer
subsidiary. Many of the clients acquiring the Phenom software program did not
have the capability of properly securing their new sever, to either insure the
integrity of the software or be able to provide the technical support required
to support the software program.

Thus Seamless Internet was expanded, the acquisition of FMS NetCheck in February
of 2006, allowed us to offer Web-monitoring for our clients as part of our
hosting services. These services were created to facilitate the eventual
implementation of Phenom(TM) secure communications services for clients who do
not have Oracle-compatible equipment and do not wish to purchase their own
Oracle server. Creating our own high-security hosting facility provides the most
robust infrastructure possible to potential clients seeking secure network
services. We have clients that are interested in our products that do not have
the information security systems and hardware in place for fail-safe
implementations. Offering secure hosting services allows us to meet this
potential client demand while also giving us the ability to support our products
in the most efficient manner.

In March of 2006 Seamless acquired the patent, development and marketing rights
for the ED.1 (Entertainment Device) minicomputer and communication device from
Vercel Corporation. The ED.1 is an ergonomically-designed portable entertainment
device and full-fledged computer boasting a form factor of 5" x 4" x 2" and
weighing less than 12 ounces. When closed it offers an MP3 player, a gaming
device when opened, and a full-fledged internet communications device and
computer when the integrated keyboard is unfolded. The keyboard offers almost
full-size keyboard functionality and ergonomics.

Our new unit, while maintaining its small size, has been specifically designed
with a fully deployable folding and removable keyboard for data manipulation and
navigation allowing the user easy access. It has a 4 inch high definition screen
that provides a clear and crisp screen display. The unit is extremely versatile
and the present plan for the first version has, among it many capabilities, the
ability to be used as a completely loaded Wireless working computer. It is "Blue
tooth" enabled and can be used as an entertainment and gaming unit. The unit
will also contain the Seamless patent-pending encryption software incorporated
into its system to protect sensitive information.

The new unit's size places it in between the "Palm and the Lap Top" size
category - in the Ultra Mobile Personal Computer (UMPC) class of minicomputers
and as such, it can be transported easily because it readily fits into a pocket
or a purse, or be easily carried by hand. It does not require a carrying case,
and despite its small size, it is designed so that its batteries can last up to
ten hours.

Seamless Internet held a contest to rename the ED.1 and this summer it was
renamed the S-XGen (for Seamless Next Generation) Mobile Computing and
Communications Device. In addition the company has been undertaking an
aggressive redesign and has been preparing for volume manufacturing of the
device. The company has also expanded the features and functionality of the
S-XGen, including increasing standard internal memory from 128 Kb to 256 Kb,
integrating an onboard camera and also more gaming buttons to facilitate gaming
interactivity.

PRODUCT DESCRIPTION

The S-XGen is the newest contender in the rapidly expanding Ultra Mobile
Personal Computer (UMPC) class of minicomputers. The S-XGen has a robust 20GB
hard drive, 256MB of RAM with a 520 Mhz processor, a 6.5" X 3.8" X 1.125" form
factor, including a TFT Transflective Touch Screen viewable in sunlight,

MARKETING STRATEGY

We are first offering the S-XGen as a small, easy to carry, wireless "Working
Computer" with a wide range of capabilities, targeting the business community,
travelers, and users in need of a small easy to carry and readily accessible
computer (for example, our product will offer great benefits for mobile sales
force, first responders, etc.).

The S-XGen will also be offered with the capability of being used for
entertainment and gaming purposes with the Transflective LCD with integrated
Touch Screen providing the user with high resolution picture viewing capability.
This will address and target the gaming and entertainment user market.

Pre-market test units will be ready completed and available for Beta testing,
reviewing and comments by mid-October. We are confident, based on current
progress, that we will have units manufactured and ready for market by the 2006
Holiday season.

SEAMLESS WI-FI'S PLAN IS FOR COMPANY SUBSIDIARIES TO GROW IN THEIR RESPECTIVE
AREAS AND THEN CROSS MARKET THE COMPANIES SERVICES AND PRODUCTS TO THEIR
RESPECTIVE CLIENTS.

EMPLOYEES

The Company has 3 employees and 7 independent contractor employees including
Officers and Directors. The Company will use as required, independent
contractors for sales personnel, technical support and installation expertise.

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.

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 and 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.

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

(d) Regulation of Peer 2 Peer communication;

The courts and the legislature have recently become active in the
peer 2 peer communications space, which can negatively impact the
company due to its acquisition of peer 2 peer software technology. If
the legislatures and court determine that this type of communications
violates existing laws and/or new laws may be proposed that could limit
and/or prohibit this type of communication then this could have a
negative impact on the company to generate revenue from this type of
communications.

(e) Regulation of Communication devices

Communications industry regulation changes rapidly, and such changes
could adversely impact us. The following discussion describes some of
the major communications-related regulations that affect us, but
numerous other substantive areas of regulation not discussed here also
may influence our business.

Communications services are regulated to varying degrees at the federal
level by the Federal Communications Commission ("FCC") and at the state
level by public utilities commissions ("PUCs"). Seamless's suite of
wireless broadband products and services is subject to federal
regulation in a number of areas, including the licensing and use of
spectrum, and the technical parameters, certification, marketing,
operation and disposition of wireless devices. Applicable consumer
protection regulations also are enforced at the federal and state
levels.

This does not describe all present and proposed federal, state and
local legislation and regulations affecting the communications
industry. Some legislation and regulations are the subject of ongoing
judicial proceedings, legislative hearings and administrative
proceedings that could change the manner in which our industry is
regulated and the manner in which we operate. We cannot predict the
outcome of any of these matters or their potential impact on our
business and as such cannot predict potential risks in our development
efforts in these areas.

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.

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.

ITEM 2. DESCRIPTION OF PROPERTIES

The following locations are the principal places of business of the Company,
some of the Companies share facilities:

800 N. Rainbow Blvd., Ste 208 3155 E. Patrick Lane Ste 1 2050 Russett Way, Ste 338,
Las Vegas, Nevada 89107 Las Vegas, Nevada 89120 Carson City, Nevada 89703

The Company rents some of the locations on a month-to-month basis and it leases
through its subsidiary other locations. The lease agreements for office space
and an automobile which will expire on June 14, 2007 and October 8, 2007,
respectively. The Company rents additional office space in Nevada, on a month to
month basis. Rent expense under these leases for the fiscal year ended June 30,
2006 was $35,136. Remaining commitments under the operating leases are as
follows:

FISCAL YEAR ENDING JUNE 30 AMOUNT
-------------------------- ------
2007 $ 38,583
2008 4,061
--------
$ 42,644
========

ITEM 3. LEGAL PROCEEDINGS

The Company is a party to the following legal proceedings:

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

In July 2003 Globalist sued the Company and was awarded a judgment plus interest
in the amount of approximately $301,000. The Company appealed the Court's
decision and the award amount. In February 2005 the Company reached a tentative
settlement with Globalist, which required the payment of $75,000 by March 2005,
subject to Court approval. On March 8, 2005 the Company put $75,000 in its
lawyer escrow account to satisfy the settlement. This cash is classified as
restricted cash on its balance sheet. The Company is still waiting for Court
approval regarding the final settlement, at which time the funds will be paid as
per agreement. However Globalist is contesting the settlement agreement and
further court action is contemplated.

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

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

There was a shareholder meeting held on April 21, 2006 which was submitted to
our security holders, through the solicitation of proxies during the fiscal year
ended June 30, 2006.

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 "SLWF" 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, markdown or commission and may not necessarily
represent actual transactions.

FOR THE FISCAL YEAR ENDED JUNE 30, PER SHARE COMMON STOCK BID PRICES BY QUARTER

2006 2005
High Low High Low
1st Quarter 09-30 0.14 0.011 0.06 0.03
2nd Quarter 12-31 0.155 0. 0251 0.06 0.01
3rd Quarter 03-31 0.048 0.0245 0.03 0.01
4th Quarter 06-30 0.026 0.0039 0.155 0.0001

(b) HOLDERS OF COMMON EQUITY

As of June 30, 2006 there were 157 shareholders of record of the Company's
Common Stock.

The Company has not declared a dividend since the fiscal year ended June 30,
2003:

(d) SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

------------------------------- ---------------------------- ---------------------------- ----------------------------
PLAN CATEGORY NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE PRICE OF NUMBER OF SECURITIES
ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, REMAINING AVAILABLE FOR
OUTSTANDING OPTIONS, WARRANTS AND RIGHTS FUTURE ISSUANCE UNDER
WARRANTS AND RIGHTS EQUITY COMPENSATION PLANS
(EXCLUDING SECURITIES
REFLECTED IN COLUMN (a))
------------------------------- ---------------------------- ---------------------------- ----------------------------

Equity compensation plans None None None
approved by security holders
------------------------------- ---------------------------- ---------------------------- ----------------------------
2005 Employee and Consultant 1,500,000 .01 0
Plan(1)
------------------------------- ---------------------------- ---------------------------- ----------------------------

(1) The Plans provide to directors and key employees selected for participation
in the Plan with added incentives to continue in the service of SLWF; to create
in such directors and employees a more direct interest in the success of the
operations of SLWF 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 SLWF; to obtain services for SLWF
from independent contractors, for services, at reduced compensation or at rates
and/or on terms which are otherwise negotiated favorably to SLWF, 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.

(e) EQUITY SECURITIES ISSUED WITHOUT REGISTRATION

DURING THE FISCAL YEAR ENDED JUNE 30, 2006 THE FOLLOWING STOCK WAS ISSUED.
--------------------------------------------------------------------------

2,022,500 shares of common stock were issued for operational services valued at
$648,775.

Ayuda Funding LLC converted 24,703 shares of Series A preferred stock into
247,030,520 shares of common stock, of which $773,145 was used to pay judgments,
and payback Ayuda Funding LLC in the amount of $617,575.

Adobe Oil acquired 400,000 shares of Series C preferred stock from Seamless P2P
valued at $400,000, which 300,000 shares were converted into 5,656,537 shares of
common stock and 100,000 shares were returned to Treasury. See Note 6: Related
Party Transaction.

Windsor Professional Plaza LLC converted 6,575 shares valued at $ of Series A
preferred stock into 65,750,000 shares of common stock of which 10,000,000
shares of common stock were issued for consulting services and expensed at
$473,000.

DURING FISCAL YEAR ENDED JUNE 30, 2005 THE FOLLOWING STOCK WAS ISSUED.
----------------------------------------------------------------------

300,000 shares of common stock, valued at $300,000, as partial payment for the
acquisition of the assets of Seamless P2P, LLC, the balance of the payments was
issued as 700,000 shares of Class C Preferred Stock valued at $700,000.

3,558,642 shares of common stock were issued for operational services valued at
$784,312.

1,109,435 shares were issued for officers' compensation valued at $347,484.

600,000 share of common stock valued at $300,000 were issued to pay Windsor
Professional Plaza LLC for $300,000 worth of debt.

220,000 shares were issued to acquire 22,000 shares of Save the World valued at
$110,000 for $5.00 per share.

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
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

During the current fiscal year of June 2006, the Company, through its subsidiary
Seamless Skyy-Fi, Inc., was installing wireless Internet access equipment at
businesses allowing their patron's access to the Internet for a fee. At the time
of this report Skyy-Fi, Inc had 30 Wi-Fi locations installed. Skyy-Fi began to
develop its software program for Secure Internet Browsing that encrypts Wi-Fi
transmissions based upon RSA's government certified 256 bit AES encryption.
During the fiscal year the Companies subsidiary Seamless Peer 2 Peer, Inc.
continued to develop its software program `Phenom" that encrypts Peer 2 Peer
communications based upon RSA's government certified 256 bit AES encryption
coupled with RSA's Public Key Infrastructure flexible telecom data and voice
transport solutions. In January Seamless Internet acquired the patent rights to
a pocket personal computer, and began a development program to make the pocket
PC into a mobile communication and computer device. Seamless Internet named the
device the S-XGen and is beginning manufacturing of the commercial S-XGen Ultra
Mobile Personal Computing (UMPC) device.

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, 2006, 2005, 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".

Consolidated Statements of
--------------------------
Operations Year End June 30, 2006 June 30, 2005
------------------- ------------- -------------
Revenues $ 38, 793 $ 2,113
Cost of revenues 115,070 35,346
Gross profit (loss) (76,277) (33,233)
Cost and expenses:
Selling, general and administration 624,273 694,607
Software development costs 1,795,369 0
Technology development cost 38,552 0
Financing Fees 345,000 0
Consulting 1,446,351 0
Interest 1,388,335 0
Legal 291,445 0
Judgments 0 555,596
Stock paid for compensation 0 375,957
Stock paid for services 0 1,766,021
Write down of intangible assets 0 450,625
Write down of investments 1,345,384 0
Bad Debt Expenses 229,265 0
Depreciation and amortization 12,344 77,088
------------- -------------
Total costs and expenses 7,516,318 3,919,894
------------- -------------
Net income (loss) from operations (7,592,595) (3,953,127)
Adjustment of tax assessment 460,957 0
Interest 111,093 0
Other income 652,630 38,928
Income (loss) before income taxes (6,367,915) (3,914,199)
Income taxes (benefit) (note 9) 0 0
------------- -------------
Net income (loss) $ (6,367,915) $ (3,914,199)
Net income (loss) per common shares $ (.05) $ (.23)
Weighted average number of common
shares outstanding 133,750,923 17,373,504

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 2006 COMPARED TO FISCAL 2005

The Company's revenues for the twelve-month period ended June 30, 2006 of
$38,793 is an increase of 1836% in revenue when compared with $2,113 revenues
for the fiscal year ended June 30, 2005. The increase in revenue is from the
deployed Wi-Fi systems, the other revenue is from the sale of unused equipment
which was fully depreciated, a loan that was defaulted which was due to the fact
that the debt to the Internal Revenue Service was revised due to the refilled
statements for payroll.

The resulting loss for the twelve-month period ended June 30, 2006 of
($6,367,915) was a significant increase when compared to the losses of
($3,914,199) reported for the year ended June 30, 2005. One major contributor to
the increase in the losses that have occurred was due to increase expenditures
regarding the development of the Phenom Software and the cost to acquire and
then produce the S-XGen during fiscal year ended June 30, 2006.

(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, 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).

INFORMATION ON REPORTABLE SEGMENTS IS AS FOLLOWS:
-------------------------------------------------
FISCAL YEAR ENDED JUNE 30, 2006 JUNE 30, 2005
----------------- ------------- -------------
SEAMLESS SKYY-FI SALES $ 38,793 $ 2,113
OPERATING EXPENSES $ 115,070 $ 35,346
SEAMLESS PEER 2 PEER SALES $ 0 $ 0
OPERATING EXPENSES $ 2,128,765 $ 0
SEAMLESS INTERNET SALES $ 0 $ 0
OPERATING EXPENSES $ 146,042 $ 0
COST AND EXPENSES $ 2,351,084 $ 3,955,240
OTHER NET INCOME $ 1,224,680 $ 38,928
OTHER EXPENSES $ 5,241,511 $ 0
NET LOSS $(6,367,915) $(3,914,199)

(1) SEAMLESS SKYY-FI: The resultant loss for this segment for the fiscal
year ended June 2006 was ($76,277) this was due to expenses of this
start-up operation. The income increased to $38,793 as compared to
$2,113 for the prior fiscal year ended 2005. Respective operating
expenses also increased to $115,070 as compared to $35,346 for the
prior fiscal year. The increased expenses are because several
locations were changed and 24/7 tech support incorporated.
(2) SEAMLESS PEER 2 PEER SOFTWARE: This segment was just acquired in
January 2005 and is still a start-up operation.
(3) SEAMLESS INTERNET PRODUCTS AND SERVICES: This segment started this
fiscal year and it just acquired its product line which is a
mini-computer in March 2006.
(4) OTHER: For the fiscal year ended June 2006 this segment received
income of $1,113,587 credits for accounts income from the sale of
fully depreciated equipment and the refilling of payroll tax reports
for the prior operation, which reduced the company's liabilities and
is incorporated in the dollar amount. The income for June 2005 of
$38,928 is due to sale of used equipment that was fully depreciated.
The losses of ($6,367,915) for the June 2006 fiscal year were due to
the start up operations and development cost of the Companies product
lines and services and increase operations cost. The losses for the
prior fiscal year ended June 2005 of ($3,914,199) was due to the start
up expenses combined with operational losses.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used by operations activities of $3,113,123 for the twelve-month period
ended June 30, 2006 increased by $ 2,412,784 compared to the net cash used in
operational activities of $700,339 for the twelve-month period ended June 30,
2005. The increases in net cash were primarily from cash used expand its Skyy-Fi
operation, develop its Peer 2 Peer software, maintain its Internet operations,
develop its mini computer and support the Companies 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.

OFF BALANCE SHEET

The Company has not entered into any off balance sheet arrangements that have,
or are reasonably likely to have a current or future effect on 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 2004, the Financial Accounting Standards Board (FASB) issued SFAS
NO. 123 (R), "Share-Based Payment," which revises SFAS No. 123 SFAS No. 123 (R)
requires all share-based payments to employees, including grants of employee
stock options, to be recognized as compensation expenses upon based their fair
value. Effective January 1, 2003, the Company adopted the fair value recognition
provision of SFAS No. 123. We plan to adopt SFAS No. 123 (R) effective July 1,
2005, using the modified prospective method and do not expect any impact on our
results of operations or financial position.

In December, the FASB issued SFAS No 153, Exchange of Nonmonetary Assets, an
amendment of APB No. 29, Accounting for Nonmonetary Transactions exchanges of
similar productive assets and replaces it withy a general exception for
exchanges of nonmonetary assets that do not have commercial substance. A
nonmonetary exchange has commercial substance if the future cash flows of the
entity are expected to change significantly as a result of the exchange. The
Company is required to adopt FAS 153, on a prospective basis, for nonmonetary
exchanges beginning June 15, 2005 the adoption of FAS 153 did not have any
impact on the Company's financial condition, results of operations and cash
flows.

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.

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 2006 fiscal year.

NET OPERATING LOSS CARRY FORWARDS

The deferred tax asset recorded by the Company as a result of these tax loss
carry forwards is approximately $7,000,000 as of June 30, 2006. 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, 2005 to June 30, 2006 was an increase of approximately
$2,000,000.

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."

ITEM 7. FINANCIAL STATEMENTS

Financial statements as of and for the fiscal year ended June 30, 2006 and
certain information regarding fiscal year ended June 30 2005 are presented in a
separate section of this report following Signatures.

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

There have been no disagreements with the Companies current and former
accountants or any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.

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 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

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS; PROMOTORS AND CONTROL PERSONS;
COMPLIANCE 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 meeting 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 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 a director of DLR Funding, Inc, Carbon Jungle, Inc and of 1st
Global Debit Cash Card, Inc.

(b) MILDRED CARROLL, Officer.

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

Mr. Sebal has been serving as President and Director of 51st State Systems, Inc.
a privately held company from January 2002. 51st State Systems provides
technology and consulting services in Vancouver, BC Canada.

From May 2002 to present Mr. Sebal has served as President and as a Director of
DCM Enterprises, Inc., a publicly reporting management and investment holding
company.

From October, 2001 to present, Mr. Sebal has served as Secretary and as a
Director of Hosting Site Networks, Inc., a publicly reporting,
development-stage, provider of Internet services including web hosting, web
consulting, and electronic mail services.

From the period between June 2000 to January 2003, Mr. Sebal held one or more of
the following the positions: Secretary, President, Chairman and CEO, and
Director, of Return Assured Incorporated. Return Assured Incorporated was a
publicly reporting company involved in enabling e-retail transactions. As of
January, 2003 Return Assured Incorporated is no longer a publicly reporting
company. Return Assured Incorporated has had no operations since 2001.

From November 2000 to October 2003 Mr. Sebal served as a Director of Mindfuleye,
Inc., a publicly reporting company that developed software for licensing to the
investment community. The software delivered proprietary content directly to
users by web, desktop, wireless, and e-mail interfaces. As of October, 2003
Mindfuleye, Inc. is no longer a publicly reporting company. Mindfuleye, Inc has
had no operations since 2001

From December 1998 to June 2000, Mr. Sebal was a Principal in IBM's e-business
Services Group for Canada. From 1997 to 1998, Mr. Sebal was Director of Business
Development for Communicate.com (formerly IMEDIAT Digital). From 1995 to 1997,
Mr. Sebal was a Senior Account Manager for Emerge Online, Inc. a web site design
and development firm.

Mr. Sebal holds a baccalaureate degree in Political Science from the University
of Western Ontario, Canada.

(d) JOHN DOMEREGO, Director.

Mr. John Domerego is President of Seamless Internet Inc. Prior to taking his
current position as President of the Seamless Wi-Fi, Inc. subsidiary, Mr.
Domerego was involved in the development, designing, engineering and erection of
co-generation and power generating facilities both as an employee of Raytheon
Engineering and self-employed as an associate of Malcolm Jones Associates, an
engineering company where he managed multi-million dollar projects from
conception to completion. Mr. Domerego also has 20 years experience in the Pulp
and Paper industry, where he was employed and performed as chief engineer and
eventually as general manager. He was responsible for all facets of the industry
involving the successful operation of paper mills and facilities. Mr. Domerego
has a Bachelor of Science degree in Mechanical Engineering.

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

Kenneth Reda President of Seamless Skyy-Fi, Inc, subsidiary is the son of Albert
Reda CEO of Seamless Wi-Fi, Inc Parent Corporation.

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 2006 with respect to fiscal
2006, 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

SUMMARY COMPENSATION TABLE

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

Albert Reda, 2006 $240,000 0 0 0 0 0 0
Chief Executive 2005 $240,000 0 0 0 0 0 0
Officer/Secretary 2004 $240,000 0 0 0 0 0 0
------------------------------------------------------------------------------------------------------------

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 June 30, 2006 344,927,154 shares were
issued and outstanding, of which 9,120,000 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):

---------------------- --------------------------------- ----------------------------- ------------------------
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL AMOUNT OF PERCENT OF CLASS
OWNER BENEFICIAL OWNERSHIP
---------------------- --------------------------------- ----------------------------- ------------------------

Mildred Carroll (1)
Common Stock P.O. Box 6957 520,000 .151
Preferred Stock A Stateline, NV 89449 -0-
---------------------- --------------------------------- ----------------------------- ------------------------
Albert R. Reda, (3)
Common Stock 800 N Rainbow Rd. # 208 -0- -0-
Preferred Stock A Las Vegas, Nevada 89119 -0- -0-
---------------------- --------------------------------- ----------------------------- ------------------------
Reda Family Trust (3)
Common Stock 800 N Rainbow Rd. # 208 -0- -0-
Preferred Stock A Las Vegas, Nevada 89119 56,250 6.01
---------------------- --------------------------------- ----------------------------- ------------------------
Omega Limited (4)
Common Stock 300 S Jackson Street Suite 100 125,000 .51
Preferred Stock A Denver, CO 80209 10,000 1.07
---------------------- --------------------------------- ----------------------------- ------------------------
Antigua LLC (4)
Common Stock 300 S Jackson Street Suite 100 110,000 .45
Preferred Stock A Denver, CO 80209 -0- -0-
---------------------- --------------------------------- ----------------------------- ------------------------
Alpha Blue Inc (4)
Common Stock 1630 Weldon St. #300 -0- -0-
Preferred Stock A Denver, Co. 80202 149,286 15.97
---------------------- --------------------------------- ----------------------------- ------------------------
ARR LLC (2)
Common Stock 800 N Rainbow Rd. # 208 2,965,000 1.09
Preferred Stock A Las Vegas, Nevada 89119 45,924 4.91
---------------------- --------------------------------- ----------------------------- ------------------------
Ayuda Funding LLC
Common Stock 135 Kinnelon Rd. Suite 104 -0- 0
Preferred Stock A Kinnelon, NJ 07405 615,827 65.89
---------------------- --------------------------------- ----------------------------- ------------------------
John Domerego (1)
Common Stock 800 N Rainbow Rd. # 208 2,700,000 1.36
Preferred Stock A Las Vegas, Nevada 89119 -0- -0-
---------------------- --------------------------------- ----------------------------- ------------------------
Matt Sebal (1)
Common Stock 800 N Rainbow Rd. # 208 2,700,000 .24
Preferred Stock A Las Vegas, Nevada 89119 -0- -0-
---------------------- --------------------------------- ----------------------------- ------------------------
Seamless P2P LLC
Common Stock 2250 East Tropicana Ave #631 2,400,000 1.34
Preferred Stock C Las Vegas, Nevada 89119 300,000 100.00
---------------------- --------------------------------- ----------------------------- ------------------------
Shares of all directors and
Common Stock executive officers as a group 9,120,000 5.77
Preferred Stock A (4 persons) 261,460 27.07
---------------------- --------------------------------- ----------------------------- ------------------------

(1) This person is an officer and/or director and/or both of the Company.
(2) Albert Reda Corp., and ARR LLC, hold shares of the Company which were
issued as compensation for services performed by Mr. Reda for the
Company and are controlled by Albert Reda.
(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.

The Company has an employment contract with their Chief Executive Officer,
Albert Reda that calls for a base salary of $240,000 for the year ended June 30,
2006 and an increase $1,000 a month from July, 2006 until its expiration date in
January, 2007. In addition, the contract includes a performance bonus based on
the Company's sales levels from $2,000,000 to $12,000,000 in sales a bonus
ranging from 500,000 to 3,000,000 shares of common stock.

ITEM 13. EXHIBITS

EXHIBITS
----------------------------- --------------------------------------------------
NUMBER DESCRIPTION
----------------------------- --------------------------------------------------
10.19 Asset Purchase Agreement between the Company and
Debit Card Marketing, Inc. (incorporated by
reference to Exhibit 99.1 of Form 8-K filed on
March 5, 2004)
----------------------------- --------------------------------------------------
10.20 Factoring and Security Agreement between the
Company and 1st American Factoring (incorporated
by reference to Exhibit 99.1 of Form 8-K filed on
June 30, 2004)
----------------------------- --------------------------------------------------
10.21 Form of Factoring and Security Agreement by and
between Skyy-Fi, Inc. and 1st American Factoring,
LLC (incorporated by reference to Exhibit 99.1 of
Form 8-K filed on June 30, 2004)
----------------------------- --------------------------------------------------
10.22 Internet Business's International, Inc. Creditor
Trust (incorporated by reference to Exhibit 99.1
of Form 8-K filed on June 2004)
----------------------------- --------------------------------------------------
10.23 Certificate of Designation, Number, Powers,
Preferences and Other Rights and Qualifications,
Limitations, Restrictions and Other
Characteristics of Series "C Preferred Stock of
Alpha Wireless Broadband, Inc.(incorporated by
reference to Exhibit 4.0 of Form 8-K filed on
October 4, 2004)
----------------------------- --------------------------------------------------
10.24 Letter of Intent dated September 29, 2004 entered
into by and between Alpha Wireless Broadband, Inc.
and Seamless P2P, LLC. (incorporated by reference
to Exhibit 10.0 of Form 8-K filed on October 6,
2004)
----------------------------- --------------------------------------------------
10.25 Form of Location Provider Agreement (incorporated
by reference to Exhibit 10.0 of Form 8-K filed on
October 7, 2004)
----------------------------- --------------------------------------------------
10.26 Form of Location Provider Agreement (incorporated
by reference to Exhibit 10.0 of Form 8-K filed on
October 7, 2004)
----------------------------- --------------------------------------------------
10.27 Amendment to Internet Business's International,
Inc. Creditor Trust. (incorporated by reference to
Exhibit 99 of Form 8-K filed on November 3, 2004)
----------------------------- --------------------------------------------------
10.28 Asset Purchase Agreement by and between Seamless
P2P, LLC, a California limited liability company
and Seamless Peer 2 Peer, Inc., a Nevada
corporation (incorporated by reference to Exhibit
10.0 of Form 8-K filed on January 19, 2005)
----------------------------- --------------------------------------------------
14.1 Inc. and 1st American Factoring, LLC (incorporated
by reference to Exhibit 99.1 of Form 8-K filed on
June 30, 2004)
----------------------------- --------------------------------------------------
22 Subsidiaries of the Company (incorporated by
reference to Exhibit 22 of the Form 10-Q filed on
May 13, 2005)
----------------------------- --------------------------------------------------
31 Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith)
----------------------------- --------------------------------------------------
32 Certification Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes
Oxley Act of 2002 (filed herewith)
----------------------------- --------------------------------------------------

REPORTS ON FORM 8-K

May 26, 2006 Disclosure of conversion of Preferred A shares into common
shares.
March 20, 2006 Disclosure of an "Asset Purchase and Investment Agreement"
acquiring the patents to a mini computer
February 21, 2006 Response to SEC questions regarding the Registrants
"Preliminary Proxy Statement".
February 21, 2006 Refiled name change from Alpha Wireless Broadband, Inc.
to Seamless Wi-Fi, Inc.
January 26, 2006 Disclosure of contract with Orion's Wave, Inc to complete
the development of the software program for Seamless
Peer 2
January 26, 2006 Disclosure of name change from Alpha Wireless Broadband,
In. to Seamless Wi-Fi, Inc
January 26, 2006 Notice of Default was sent on December 23, 2005 to
Software Technology and Consulting, Inc.
October 28, 2005 Disclosure entered into a non-binding Letter of Intent
(the "LOI") with Intent Media Works, Inc
October 20, 2005 Disclosure of an Asset Purchase Agreement with Indigo
Technology Services, Inc.
June 28, 2005 Disclosure of name change to Seamless Wi-Fi, Inc.
April 6, 2005 Disclosure of stock issuance
March 17, 2005 Disclosure of appointments to the board of directors
January 19, 2005 Disclosure of Asset Purchase agreement with Seamless
P2P,LLC and Seamless Peer 2 Peer, Inc
December 21, 2004 Disclosure of issuance of Class A preferred stock in
consideration of services rendered.
November 3, 2004 Disclosure of Creditor Trust
October 7, 2004 Disclosure of Location Provider Agreement
October 7, 2004 Disclosure of Location Provider Agreement
October 6, 2004 Disclosure of Letter of Intent dated September 29, 2004
entered into by and between Alpha Wire Broadband, Inc.,
and Seamless P2P, LLC.
October 4, 2004 Disclosure of Certificate of Designation for Preferred
Stock fro Alpha Wireless Broadband, Inc.
September 21, 2004 Disclosure of name change from Internet Business's
International, Inc. to Alpha Wireless Broadband, Inc.
July 7, 2004 Disclosure that a Creditor Trust has been established
June 30, 2004 Disclosure of Factoring and Security Agreement with First
American Factoring
April 27, 2004 Disclosure of Change of Accountants
March 5, 2004 Disclosure of Asset Purchase Agreement entered into
between the Company and Debit Card Marketing, Inc.

ITEM 14. PRINCIAPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The audit fees for the fiscal year ended June 30, 2006 and 2005 for professional
services rendered by Kempisty & Company CPA were $40,000 and $30,000
respectively.

AUDIT-RELATED FEES

There were no fees billed for services reasonably related to the performances of
the audit or review of our financial statements other then those disclosed under
the caption Audit Fees for fiscal years 2006 and 2005

TAX FEES

None

ALL OTHER FEES

There were no other fees filled for services.

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.

SEAMLESS WI-FI, INC

/s/ Albert R. Reda
------------------
Albert R. Reda
Chief Executive Officer, Secretary
October 10, 2006

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, Director
October 10, 2006

/s/ Mildred Carroll
Mildred Carroll
Secretary
October 10, 2006

INDEX TO FINANCIAL STATEMENTS
Page
----

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

Consolidated Balance Sheets as of June 30, 2006 ................ F-3

Consolidated Statements of Operations for the years ended
June 30, 2006, and June 30, 2005 ............................... F-4

Consolidated Statement of Stockholders' Equity
for the years ended June 30, 2006, and June 30, 2005 ........... F-5-6

Consolidated Statements of Cash Flows for the years ended
June 30, 2006, and June 30, 2005 ............................... F-7-8

Notes to Consolidate Financial Statements ...................... F-9-21

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Seamless Wi-Fi, Inc.

We have audited the accompanying consolidated balance sheet of Seamless Wi-Fi,
Inc. and Subsidiaries as of June 30, 2006 and the related statements of
operations, changes in stockholders' (deficit) and cash flows for each of the
years in the two year period ended June 30, 2006. 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 audits.

We conducted our audits 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. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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 Seamless Wi-Fi, Inc. and
Subsidiaries at June 30, 2006 and and the results of its' operations and its
cash flows for each of the years in the two year period ended June 30, 2006 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that Seamless
Wi-Fi, Inc. and Subsidiaries 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 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ Kempisty & Company CPAs, P.C.
---------------------------------
Kempisty & Company
Certified Public Accountants PC
New York, New York
October 12, 2006

F-2

SEAMLESS WI-FI, INC.
f/k/a ALPHA WIRELESS BROADBAND, INC.
CONSOLIDATED BALANCE SHEETS

June 30, 2006
-------------
ASSETS

Current assets
Cash $ 94,342
Notes receivable current portion 350,500
Accrued interest receivable 111,093
------------

Total current assets 555,935

Property and equipment (net of accumulated depreciation $12,344) 82,907
Technology 516,000
Investments 88
Notes receivable - related parties (net of allowance $229,265) 769,499
Restricted cash 75,000
Security deposit 6,600
------------

TOTAL ASSETS $ 2,006,029
============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
Accounts payable $ 937,050
Payroll taxes 193,876
Judgments payable 361,054
Other current liabilities 817,621
Payable to officer 29,346
Investment payable 150,000
Note payable related party 19,468
Note payable 66,833
Current maturities of long-term debt 1,117,331
------------

Total current liabilities 3,692,579

Long term debt 2,146,667
------------

TOTAL LIABILITIES 5,839,246

Stockholders' deficiency
Preferred A stock, par value $0.001,
10,000,000 shares authorized,
945,541 shares issued and outstanding 945
Preferred B stock, par value $0.001,
3,000,000 shares authorized,
0 shares issued and outstanding --
Preferred C stock, par value $1.00,
5,000,000 shares authorized,
300,000 shares issued and outstanding 300,000
Common stock, par value $0.001,
11,000,000,000 shares authorized,
344,927,154 shares issued and outstanding 344,926
Additional paid-in capital 17,518,109
Accumulated other comprehensive loss (21,897,197)
------------

Total stockholders' deficiency (3,733,217)

Less: Treasury stock at cost 100,000
------------

Adjusted stockholders' deficiency (3,833,217)
------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 2,006,029
============

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-3

SEAMLESS WI-FI, INC.
f/k/a ALPHA WIRELESS BROADBAND, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

June 30,
2006 2005
------------- -------------
Revenues $ 38,793 $ 2,113
Cost of revenues 115,070 35,346
------------- -------------

Gross Income (Loss) (76,277) (33,233)
------------- -------------

Expenses:
Selling, general and admin 624,273 694,607
Software development costs 1,795,369 --
Technology development costs 38,552 --
Financing fees 345,000 --
Consulting 1,446,351 --
Interest 1,388,335 --
Legal 291,445 --
Judgments -- 555,596
Stock paid for compensation -- 375,957
Stock paid for services -- 1,766,021
Write down of intangible assets -- 450,625
Write down of investments 1,345,384 --
Bad Debt Expense 229,265 --
Depreciation and amortization 12,344 77,088
------------- -------------

Total Expenses 7,516,318 3,919,894
------------- -------------

Net loss from operations (7,592,595) (3,953,127)

Other income
Adjustment of tax assessment 460,957 --
Interest 111,093 --
Other 652,630 38,928
------------- -------------

Loss before income taxes (6,367,915) (3,914,199)
------------- -------------

Income taxes (benefit) (note 9) -- --
------------- -------------

Net Loss (6,367,915) (3,914,199)
============= =============

Basic and Diluted loss per common shares $ (0.05) $ (0.23)
============= =============

Weighted average basic and diluted common shares 133,750,923 17,373,504
============= =============

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-4

SEAMLESS WI-FI, INC
f/k/a ALPHA WIRELESS BROADBAND, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
FOR THE YEAR ENDED JUNE 30, 2005

PREFERRED STOCK COMMON STOCK
------------------------------- ---------------------
SHARES SHARES ($0.001 PAR VALUE) CAPITAL IN
A PAR C PAR EXCESS OF
$.001 $1.00 AMOUNT SHARES AMOUNT PAR VALUE DEFICIT TOTAL
-------- -------- --------- ---------- -------- ----------- ------------ ------------
Balance June 30, 2004 902,639 0 $ 903 2,015,927 $ 2,015 $ 8,631,515 $(11,903,077) $ (3,268,644)
Common stock issued for
Services 0 0 0 3,553,507 3,555 777,275 0 780,830

Common stock issued for
investment in SEAMLESS 0 0 0 630,000 630 365,370 0 366,000

Common stock issued for
WPP payment 0 0 0 600,000 600 599,400 0 600,000

Common stock issued for
investment in SWTG 0 0 0 220,000 220 109,780 0 110,000

Common stock issued for
Officers compensation 0 0 0 1,109,435 1,109 346,375 0 347,484

Preferred C stock issued for
SEAMLESS 0 700,000 700,000 0 0 0 0 700,000

Preferred A stock issued for 284,729 0 285 0 0 28,188 0 28,188
Officers compensation

Sale of Preferred A stock 56,250 0 56 0 0 74,944 0 75,000

Common stock issued for
conversion of preferred
A stock (217,443) 0 (218) 2,174,940 2,175 489,531 0 491,488

Common stock issued for
services 0 0 0 5,135 5 3,477 0 3,482

Post reverse common stock
issued for conversion of
preferred A stock (1,460) 0 (1) 14,160,000 14,160 283,210 0 297,369

Cancellation of preferred stock
Cancelation of preferred P/Res (47,896) 0 (48) 0 0 0 0 (48)
-----------------------------------------------------------------------------------------------------

Loss for the fiscal year
ended 6/30/2005 0 0 0 0 0 0 (3,914,199) (3,914,199)

BALANCE JUNE 30, 2005 976,819 700,000 $ 700,977 24,468,944 $ 24,469 $11,709,065 $(15,817,276) $ (3,383,050)
=====================================================================================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-5

SEAMLESS WI-FI, INC
f/k/a ALPHA WIRELESS BROADBAND, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
FOR THE YEAR ENDED JUNE 30, 2006

PREFERRED STOCK COMMON STOCK
---------------------------- ---------------------
SHARES SHARES ($0.001 PAR VALUE) CAPITAL IN
A PAR C PAR EXCESS OF TREASURY
$.001 $1.00 AMOUNT SHARES AMOUNT PAR VALUE DEFICIT STOCK TOTAL
--------- -------- --------- ----------- -------- ----------- ------------ -------- -----------
BALANCE JUNE 30, 2005 976,819 700,000 $ 700,977 24,468,944 $ 24,469 $11,709,065 $(15,817,276) $ 0 $(3,382,765)

Common stock issued for
Services 0 0 0 2,022,500 2,023 646,752 0 0 648,775

Preferred C stock issued
for SEAMLESS 0 (300,000) (300,000) 5,655,190 5,655 294,346 0 0 0

Preferred C returned to
Treasury 0 (100,000) (100,000) 0 0 100,000 0 100,000 (100,000)

Common stock issued for
conversion of preferred
A stock (31,278) 0 (32) 312,780,520 312,780 4,806,064 0 0 5,118,812

Adjustments to equity 0 0 0 0 0 0 287,994 0 287,994

Loss for fiscal year ended
6/30/2005 0 0 0 0 0 0 (6,367,915) 0 (6,367,915)
--------------------------------------------------------------------------------------------------------

BALANCE JUNE 30, 2006 945,541 300,000 $ 300,945 344,927,154 $344,926 $17,518,109 $(21,897,197) $100,000 $(3,833,217)
========================================================================================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-6

SEAMLESS WI-FI, INC.
f/k/a ALPHA WIRELESS BROADBAND, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS

June 30,
2006 2005
----------- -----------
Cash flows used in operating activities
Net loss from continuing operations $(6,367,915) $(3,914,199)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 12,344 77,088
Issuance of common stock for services 648,775 1,766,021
Issuance of common stock for services for payment of financing costs 984,000 --
Write-down of intangible assets 1,500,570 450,625
Write-down of investments 1,075,000 82,500
Bad Debt Expense 229,265
Stock compensation -- 375,957
Cancellation of indebtedness (649,080) --
Financing cost 345,000 --
Payable to officer (105,304)
Changes in operating assets and liabilities
Restricted cash -- (75,000)
Investments 135,192 (90,905)
Accrued interest receivable (111,093) --
Other Receivable 135,192 --
Accounts payable 141,464 126,312
Other current liabilities (683,254) (393,929)
Payroll taxes payable (468,394) --
Accrued liabilities -- 261,119
Judgements payable (40,189) 739,376
Long term debt -- --
----------- -----------

Net cash used by operating activities (3,113,123) (700,339)

Cash flows used in investing activities:
Purchase of intangible assets -- (25,713)
Technology (91,000) --
Investments (85,000) --
Advances to related party (132,099) --
Purchase of equipment (95,251) --
----------- -----------

Net cash used in investing activities (403,350) (25,713)

Cash flows from financing activities
Net proceeds from debt issuance -- 660,139
Sale of preferred stock -- 75,000
Increase in current liabilities 44,014 --
Increase in long term debt 3,765,767 --
Repayment of notes payable (79,500) --
Repayment of advances from officer (35,922) --
Repayment of related party advances (83,814) (14,286)
----------- -----------

Net cash provided by financing activities 3,610,545 720,853

Increase (decrease) in cash 94,072 (5,199)
Cash at beginning of period 270 5,469
----------- -----------
Cash at end of period $ 94,342 $ 270
=========== ===========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS,

F-7

SEAMLESS WI-FI, INC.
f/k/a ALPHA WIRELESS BROADBAND, INC
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS

June 30,
2006 2005
----------- -----------
Cash paid for:
Interest $ -- $ --
Taxes $ -- $ --

Noncash investing and financing activities
Common stock issued for services $ 648,775 $1,766,021
Common stock issued for payment of financing costs $ 984,000 $ --
Common stock issued for officer's compensation $ -- $ 375,957
Common stock issued for conversion of preferred stock and pay operating expenses $4,588,768 $ 600,000
Common stock issued for conversion of preferred stock $ 200,000 $ --
Common stock and preferred stock issued for acquisition of assets $ -- $1,066,000
Common stock issued for investment $ -- $ 110,000
Subsidiary common stock issued for investment $ -- $ 250,000

SEE NOTES TO FINANCIAL STATEMENTS.

F-8

SEAMLESS WI-FI, INC.
F/K/A ALPHA WIRELESS BROADBAND, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: ORGANIZATION AND OPERATIONS

Prior to December 31, 1997, Seamless Wi-Fi, Inc formerly known as Alpha Wireless
Broadband, 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
consisted of: Lending on Line (providing real estate loans and equipment
leasing), Internet Service Provider (providing national Internet access dial-up
service, wireless high speed Internet, and Internet web design and hosting), E.
Commerce (providing Auction sites), and Direct Marketing (providing direct
marketing of long distance phone service, computers with Internet access, and
Internet web design hosting). The Company ceased operations during the fiscal
year ended June 30, 2003. During the fiscal year ended June 2004 changed its
name to Alpha Wireless Broadband, Inc, and started a new wireless operation
through it's wholly owned subsidiary Skyy-Fi, Inc a Nevada Corporation. Skyy-Fi
began 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.

The Company, through its wholly owned subsidiary, has 36 Wi-Fi locations.
Seamless Skyy-Fi, Inc. has installed wireless Internet access equipment at
businesses allowing their patron's access to the Internet for a fee or free
basis.

In January 2005, the Company acquired the assets of Seamless P2P, LLC and
contributed these assets to its 80% owned subsidiary Seamless Peer to Peer,
Inc., which is a developer and provider of a patent pending software program
Phenom Encryption Software that encrypts Wi-Fi transmissions based upon RSA's
government certified 256 bit AES encryption coupled with RSA's Public Key
Infrastracture flexible telecom data and voice transport solutions.

In May 2005, the Company changed its name to Seamless Wi-Fi, Inc. and changed
Skyy-Fi, Inc., to Seamless Skyy-Fi, Inc.

In December 2005, the Company started a hosting company Alpha Internet offering
Seamless clients a high-security hosting facility.

PRINCIPLES OF CONSOLIDATION

The financial statements include the accounts of the Company and its wholly
owned subsidiaries and majority-owned subsidiary. All significant intercompany
accounts and transactions have been 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.

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-9

PROPERTY AND EQUIPMENT

Property and equipment is state 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 furniture and other non-computer 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.

PROPRIETARY SOFTWARE IN DEVELOPMENT

In accordance with SFAS No. 86, accounting for the Cost of Computer Software to
be Sold, Leased, or Otherwise Marketed Software ("FAS 86"), the Company has
capitalized certain computer software development costs upon the establishment
of technological feasibility. Technological feasibility is considered to have
occurred upon completion of a detailed program design which has been confirmed
by documenting and tracing the detailed program design is not pursued, upon
completion of a working model that has been confirmed by testing to be
consistent with the product design. Amortization is provided based on the
greater of the ratios that current gross revenues for a product bear to the
total of current and anticipated future gross revenues for that product. The
estimated useful life for the straight-line method is determined to be 2 to 5
years.

The unamortized computer software and computer software development costs were
$1,570,000 at September 30, 2005. During the quarter ended December 31, 2005 the
computer software development team failed to deliver the completed software
program as per agreement. The unamortized development cost was expensed and on
January 2006, a new computer software development team was contracted and the
costs related to the development will be expensed until the development of the
computer software program is completed. The balance at June 30, 2006 is $0. The
total software development expense for fiscal year 2006 was $1,795,369.

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 and therefore recorded as revenue at that
time.

ADVERTISING EXPENSE

All advertising costs are expensed when incurred.

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 of
reporting for income taxes. Deferred taxes are recorded based upon the tax
impact of items affecting financial reporting and tax filings in different
periods. A valuation allowance is provided against net deferred tax assets where
the Company determines realization is not currently judged to be more likely
than not. The Company and its 80% of more owned U.S; subsidiaries file a
consolidated federal income tax return. Although income tax returns have not
been filed since 1999, the Company has no material tax liability due to its
losses during these periods. The Company is currently having these income tax
returns prepared.

F-10

EARNINGS (LOSS) PER SHARE ("EPS")

Basic EPS is computed by dividing income (loss) by the weighted average number
of common shares outstanding for the period. Diluted EPS is computed giving
effect to all dilutive potential common shares that were outstanding during the
period. Dilutive potential common shares consist of incremental shares issuable
upon conversion of preferred stock outstanding.

STOCK BASED COMPENSATION

The Company has elected to early adoption of SFAS 123R which requires all share
based payments to officers, directors, and employees, including stock options to
be recognized as a cost in the financial statements based on their fair values.
The Company accounts for stock based grants issued to non-employees at fair
value in accordance with SFAS 123 and ETIF 96-18 "Accounting for Equity
Instruments That are Issued to Other Than Employees for Acquiring, or In
Conjunction with Selling, Goods, or Services".

REVERSE STOCK SPLIT

The Company's Board of Directors effected a 1 for 1,000 reverse stock split of
its common stock $.001 par value on June 3, 2005. Accordingly all shares
information included in the consolidated financial statements has been adjusted
to reflect the reverse stock split. The reverse stock split did not change the
ratio for the conversion of the preferred stock which remained at 1 share of
Series A preferred stock converts into 10,000 shares of common stock.

NEW ACCOUNTING PRONOUNCEMENTS

In March 2005, the SEC released SAB 107, "Share-Based Payments" ("SAB 107"). The
interpretations in SAB 107 express views of the SEC staff regarding the
interaction between SFA's 123R and certain SEC rules and regulations, and
provide the staff's views regarding the valuation of share-based payment
arrangements for public companies. In particular, SAB 107 provides guidance
related to share-based payment transactions with non-employees, the transition
from nonpublic to public entity status, valuation methods (including assumptions
such as expected volatility and expected term), the accounting for certain
redeemable financial instruments issued under share-based payment arrangements,
the classification of compensation expense, non-GAAP financial measures,
first-time adoption of SFAS 123R in an interim period, capitalization of
compensation cost related to share-based payment arrangements, the accounting
for income tax effects of share-based arrangements upon adoption of SFAS 123R,
the modification of employee share options prior to the adoption of SFAS 123R
and disclosures in Management's Discussion and Analysis subsequent to the
adoption of SFAS 123R. SAB 107 requires stock-based compensation be classified
in the same expense lines as cash compensation is reported for the same
employees. SAB 107 is not expected to have a significant impact on the company's
financial statements.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets--An Amendment of APB Opinion No. 29, Accounting for Nonmonetary
Transactions" (SFAS 153"). SFAS 153 eliminates the exception from fair value
measurement for nonmonetary exchanges of similar productive assets in paragraph
21 (b) of APB Opinion No. 29, "Accounting for Nonmonetary Transactions," and
replaces it with an exception for exchanges that do not have commercial
substance. SFAS 153 specifies that a nonmonetary exchange has commercial
substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. SFAS 153 is effective for the fiscal
periods beginning after December 15, 2005 and the company adopted this standard
in the three months ending March 31, 2006. SFAS 153 is not expected to have a
significant impact on the company's financial statements.

In June 2005, the FASB issued SFAS No. 154 "Accounting Changes and Error
Corrections," ("SFAS 154"), a replacement of APB Opinion No. 20, "Accounting
Changes", and SFAS No. 3 "Reporting Accounting Changes in Interim Financial
Statements." SFAS 154 applies to voluntary changes in accounting principle and
changes the requirements for accounting for and reporting of a change in
accounting principle. SFAS 154 requires retrospective application to prior
periods' financial statement of a voluntary change in accounting principle
unless it is impracticable. SFAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
Earlier application is permitted for accounting changes and corrections of
errors made occurring in fiscal years beginning after June 1, 2005. SFAS 154 is
not expected to have a significant impact on the company's financial statements.

F-11

In February 2006, the FASB issued SFAS No. 155, which is an amendment of SFAS
No.133 and 140. This statement; a) permits fair value remeasurement for any
hybrid financial instrument that contains an embedded derivative that otherwise
would require bifurcation, b) clarifies which interest- only strip and
principal-only strip are not subject to the requirements of SFAS No. 133, c)
establishes a requirement to evaluate interests in securitized financial assets
to identify interests that freestanding derivatives or that are hybrid financial
instruments that contain an embedded derivative requiring bifurcation, d)
clarifies that concentrations of credit risk in the form of subordination are
not embedded derivatives, e) amends SFAS No. 140 to eliminate the prohibitation
on a qualifying special-purpose entity from holding a derivative financial
instrument that pertains to a beneficial interest other that another derivative
financial instrument. This statement is effective for financial statements for
fiscal years beginning after September 15, 2006. Earlier adoption of this
statement is permitted as of the beginning of an entity's fiscal year, provided
the entity has not issued any financial statements impact on the company's
financial statements.

NOTE 2: 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 in
recent years, stockholders' deficiency of $3,833,217 and working capital
deficiency of $3,136,644 at June 30, 2006.

The Company is actively pursuing additional equity financing through discussions
with investment bankers and private investors. There can be no assurance the
Company will be successful in its effort to secure additional equity financing.
The Company's ability to continue as a going concern is contingent upon its
ability to secure financing and attain profitable operations. The financial
statements do not include any adjustment to reflect the possible future effects
on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the possible inability of the
Company to continue as a going concern.

NOTE 3: NOTE PAYABLE

The note payable bear interest at prime plus 4% and was due May 14, 2006. The
remaining notes were assigned to Ayuda Funding LLC. These notes are secured by
Series A convertible preferred stock, (See Note 8: Preferred Stock). These notes
allow the note holder to convert the preferred stock to common stock to pay off
the note and interest due in case of a default in the quarterly interest
payments for the loan. (See Note 6: Related Party Transaction). On December 31,
2005, the Company made an offer to settle the debt of $66,833 with Blue Bear
Funding, which is currently in Chapter 11 Bankruptcy. As of this filing the
Company has not received a response to its offer. The balance due at June 30,
2006 amounted to $66,833.

NOTE 4: LONG TERM DEBT

During the fiscal year end of June 30, 2006, the Company borrowed $4,600,000
under two loan agreements with Ayuda Funding LLC of which 180,510 of previously
issued Series A convertible preferred shares are held as collateral. These notes
are in default which allows the note holder to convert the preferred stock to
common stock. Proceeds from the converted stock paid off some of the notes.
Interest on the unpaid principal amount is 6.5% per annum due and payable
quarterly commencing June 16, 2006 and August 1, 2006, until such loan is paid
in full. The total balance of $3,220,000 at June 30, 2006 is due and payable on
June 16, 2009. Ayuda has converted 2,842 preferred shares into common shares and
sold them to pay interest defaults on June 16, 2006 and August 1, 2006 in the
amount of $43,997 and $12,836, respectively.

The following amounts are due for the years ending June 30,

2007 $ 1,073,333
2008 1,073,333
2009 1,073,334
-----------
$ 3,220,000
===========

F-12

NOTE 5: OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

Credit cards payable $ 342,231 (1)
Payable to Integrated Communication 208,049 (2)
Various liabilities assumed from
Alpha Tooling acquisition 267,341
---------
$ 817,621
=========

(1) Payments in varying amounts are due monthly with interest at 18% per
annum.
(2) Results from contract cancellation.

NOTE 6: RELATED PARTY TRANSACTIONS

The Company has made the following loans and advances to related parties as
of June 30, 2006:
Allowance for
Loan/Advance for uncollectible Balance
Balance loans/advances Net
----------- ------------- -----------
Accepted Sales $ 237,248 $ 237,248
Carbon Jungle, Inc. 131,105 $ 131,105 --
DK Corp. 98,160 98,160 --
DLR Funding 106,099 106,099
1st Global Financial Service 776,652 776,652
----------- ------------- -----------

Total: $ 1,349,264 $ 229,265 $ 1,119,999
=========== ============= ===========

The above bear interest at annual rates ranging from 6% to 12%. The net balance
at June 30, 2006 matures in the fiscal years ended June 30 as follows:

2007 $ 350,500
2008 331,599
2009 437,900
----------
$1,119,999
==========

(A) Accepted Sales is a division of 1st Global Financial Services noted below.
(B) The President of the Company is a Director of the Company; the Secretary of
the Company is an officer of this Company.
(C) DK Corp is a business held by David Karst. See Creditor Trust below.
(D) The President of the Company is a stockholder and director of this Company.
The Secretary of the Company is an officer and stockholder of this Company.
(E) A director of 1st Global is paid $10,000 per month by the Company, which is
recorded as a loan receivable by the Company. During the subsequent three
months ended September 30, 2006, the Company has lent 1st Global an
additional $413,321.
(F) The President of the Company is also an officer of this Company.

The Company has recorded interest income on the above for the year ended June
30, 2006 in the amount of $111,093.

The Company owns 19% of the common stock of 1st Global Financial Services, Inc.
(1st Global). Accepted Sales is a wholly owned subsidiary of 1st Global. Alfred
Reda, our CEO, is a director of 1st Global. 1st Global are in debit/credit
carding processing business and are in the process of becoming a credit card
processor. The will also collaborate with us to market Seamless Skyy-Fi services
to its merchants. Accordingly, the Company has made advances to 1st Global until
they can obtain permanent financing from other sources.

The Company purchased two judgments from Adobe Oil. These judgments totaled
$773,145 of which one was in the amount of $134,052 in favor of Community Bank.
Adobe Oil received cash and stock as payment in full for the judgments. Russell
Singer is the Principal shareholder of Adobe Oil.

A loan of $300,000 was made to the Company by Russell Singer (owner of Adobe
Oil) which was secured by 269,230 shares of GNVN stock as collateral. The
Company defaulted on the loan and the lender perfected ownership of the
collateral stock.

Adobe Oil acquired $200,000 of Preferred C stock from Seamless P2P LLC.

Windsor Professional Plaza LLC converted 6,575 shares of Series A preferred
stock into 65,750,000 shares of Common stock and the loan to Windsor was paid.

The Company appointed Financial Services LLC as the Trust Protector for the
Creditor Trust. The Trust is currently managed by Mildred Carroll who is also
the Trustee and is also the Company's Secretary. During the first quarter ended
September 30, 2005, the Company created a Creditor Trust and appointed KFG LLC
as Trust Protector which was managed by David Karst as the Trustee for the
Creditor Trust.

F-13

Creditor Trust

As of September 30, 2005, the Company appointed Financial Services LLC as the
Trust Protector for the Creditor Trust. The Trust is currently managed by
Mildred Carroll who is also the Trustee and is also the Company's Secretary -.
The Company's previous Creditor Trust had appointed KFG LLC as Trust Protector
which was managed by David Karst as the Trustee for the Creditor Trust.

As filed in an 8K dated July 6, 2004, the Company established a creditor trust
Pursuant to the terms and conditions of the trust agreement, shares of the
Company's common stock were to be transferred in trust to KFC LLC, which has
accepted the appointment as trustee.

The Company's creditor trust had been established to return the maximum amount
to beneficiaries and to allow the Company to continue to operate without
interruption.

Following the submission of claims and validation of such claims, the trustee
was to liquidate the trust property and distribute the proceeds to the trust
beneficiaries in a manner the trustee deems most beneficial.

NOTE 7: STOCKHOLDER'S EQUITY

ISSUANCE OF COMMON STOCK AND PREFERRED STOCK

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

STOCK ISSUANCE

DURING THE FISCAL YEAR ENDED JUNE 30, 2006 THE FOLLOWING STOCK WAS ISSUED.

2,022,500 shares of common stock were issued for operational services valued at
$648,775.

DURING FISCAL YEAR ENDED JUNE 30, 2005 THE FOLLOWING STOCK WAS ISSUED.

3,558,642 shares of common stock were issued for operational services valued at
$784,312.

1,109,435 shares were issued for officer's compensation valued at $347,484.

600,000 share of common stock valued at $300,000 were issued to pay Windsor
Professional Plaza LLC for $300,000 worth of debt.

220,000 shares were issued to acquire 22,000 shares of Save the World valued at
$110,000 for $5.00 per share.

F-14

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 $22,000,000 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 $7,000,000 and $5,000,000 at June 30, 2006 and 2005,
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, 2005 to June 30, 2006
was an increase of approximately $2,000,000.

NOTE 9: COMMITMENTS AND CONTINGENCIES

LEASE

The Company, through its Alpha Tooling Inc. subsidiary has entered into lease
agreements for office space and an automobile which will expire on June 14, 2007
and October 8, 2007, respectively. The Company rents additional office space in
Nevada, on a month to month basis. Rent expense under these leases for the
fiscal year ended June 30, 2006 was $35,136. Remaining commitments under the
operating leases are as follows:

Fiscal year ending June 30: Amount
--------------------------- ------
2007 $ 38,583
2008 4,061
--------
$ 42,644
========

LEGAL PROCEEDINGS

The Company is a party to the following legal proceedings:

GLOBALIST V. INTERNET BUSINESS'S INTERNATIONAL, INC. ET AL
----------------------------------------------------------

In July 2003, Globalist sued the Company and was awarded a judgment plus
interest in the amount of approximately $301,000. The Company appealed the
Court's decision and the award amount. In February 2005 the Company reached a
tentative settlement with Globalist, which required the payment of $75,000 by
March 2005, subject to Court approval. On March 8, 2005 the Company put $75,000
in its lawyer escrow account to satisfy the settlement. This cash is classified
as restricted cash on our balance sheet. The Company is still waiting for Court
approval regarding the final settlement, at which time the funds will be paid as
per agreement. However Globalist is contesting the settlement agreement and
further court action is contemplated.

EMPLOYMENT CONTRACT

The Company has an employment contract with their Chief Executive Officer,
Alfred Reda that calls for a base salary of $240,000 for the year ended June 30,
2006 and an increase $1,000 a month from July, 2006 until its expiration date in
January, 2007. In addition, the contract includes a performance bonus based on
the Company's sales levels from $2,000,000 to $12,000,000 in sales with a bonus
ranging from 500,000 to 3,000,000 shares of common stock.

F-15

NOTE 10: SEGMENT INFORMATION

In accordance with SFAS No. 131 "Disclosure about Segments of an Enterprise and
Related Information", management has determined that there are three reportable
segments based on the customers served by each segment: 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.

The Company is currently a start up business that is providing "Wireless
Internet" access at business locations and a developer and provider of a patent
pending software. In December 2005 the Company started a hosting company Alpha
Internet offering Seamless clients a high-security hosting facility (See Note 1:
Organization and Operations).

Information on reportable segments is as follows:
For the fiscal year ended:
June 30, 2006 June 30, 2005
------------- -------------
Wi-Fi ISP Net Sales $ 38,793 $ 2,113
Cost of Wi-Fi Sales (115,070) (35,346)
Cost and Expenses (7,516,318) (3,919,894)
Other net income 1,224,680 38,928
----------- -----------
Net loss $(6,367,915) $(3,914,199)
=========== ===========

NOTE 11: OTHER EVENTS

a. Company Acquisitions

In October 17, 2005, the Company purchased all the assets of Indigo Technology
Services, Inc. ("ITS") in exchanged for 100,000 shares of its Series C Preferred
Stock with a fair market value of $100,000. The assets of ITS, included certain
tangible and intangible assets, contracts, rights, and properties, including
without limitation the Intellectual Property Rights and websites associated with
it's GuestWorx Business, including, but not limited to the GuestWorx Software.

On March 14, 2006 we acquired the patents and related intellectual property to a
mini computer referred to as the ED from Vercel Development, Inc.(VDI). The
Company paid $500,000 and agreed to invest another $500,000 over a four month
period for the development and manufacturing of the next version of ED
(hereafter known as "EDVI"); provided VDI provides commercially reasonable
assistance to us in the development and manufacture of EDVI. We also agreed to
pay VDI royalties ranging form 10-15% of sales to certain customers.

b. Material Definitive Agreement

On or about October 21, 2005, Seamless Peer-to-Peer, ("Seamless"), a subsidiary
of the Company entered into a non-binding Letter of Intent (the "LOI") with
Intent Media Works, Inc. ("Intent") whereby Seamless and Intent shall negotiate
in good faith, and upon mutually agreeable terms and conditions, to develop
Seamless' proprietary closed peer-to-peer network services.

Intent is a distributor of licensed content, and desires assistance in the
transformation of the existing peer to-peer business models to new business
models which are accepted by the music, movie, and distributed content
industries.

Seamless develops and distributes software that provides peer-to-peer solutions.

F-16

c. Default by software contractor

On December 23, 2005 Software Technology and Consulting, Inc., (STCI) was sent a
Notice of Default by us regarding their failure to deliver a completely debugged
and corrected software program as per agreements. These programming bugs were
discovered during the Company's Beta Testing of the product in October of 2005
when the core product was tested and it was found that several key functions
failed to operate properly. STCI assured the Company that the problems would be
fixed before December 15, 2005. As of this date no effort has been made by STCI
to correct the problems and complete this project.

On January 24, 2006, we signed a contract with Orion's Wave, Inc to complete the
development of the software program for Seamless Peer 2 Peer, Inc and for
Seamless Skyy-Fi, Inc. The envelopment schedule requires completion by no later
then July 1st, 2006. This was a result of STCI, STCI failing in its debugging of
its deliverable by the agreed due date of December 15, 2005.

d. Company Name Change

We changed our name from Alpha Wireless Broadband, Inc. to Seamless Wi-Fi, Inc,
which was approved by the Board of Directors on May 16, 2005.

e. Changes in Issued and Outstanding Shares

On May 23, 2006, our preferred A shares issued and outstanding were reduced by
4,510 shares to 956,841 these shares were converted to common stock. The
Company's common stock was increased to 231,937,154. This conversion was
pursuant to loan agreements between Ayuda Funding and us for an additional
$600,000, over their current loan amount of $2,000,000.

F-17