UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2006
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 000-20259
SEAMLESS WI-FI, INC.
--------------------
(Exact name of small business issuer as specified in its charter)
Nevada 33-0845463
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
800 N. Rainbow Blvd., Ste. 200, Las Vegas, NV 89109
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(Address of principal executive offices)
(775) 588-2387
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(Issuer's telephone number)
N/A
---
(Former name, former address and former fiscal year,
if changed since last report)
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 [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of February 19, 2007, the number of shares of Common Stock issued and
outstanding was 2,322,402,154
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
1
DOCUMENTS TO BE INCORPORATED BY REFERENCE
The following reports as filed by Seamless Wi-Fi, Inc. or its predecessors are
incorporated by reference herein: (i) Form 8-K/A filed on November 22, 1999; and
(ii) Form 10-Q filed on December 1, 1999 Form 10-Q filed May 22, 2000.
INDEX
Page
Number
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 3
Balance Sheet - December 31, 2006 3
Statements of Operations -
For the three and six months ended December 31, 2006 and 2005 4
Statements of Cash Flow -
For the six months ended December 31, 2006 and 2005 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16
Item 3. Controls and Procedures 20
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21
Item 3. Defaults Upon Senior Securities 21
Item 4. Submission of Matters to a Vote of Security Holders 21
Item 5. Other Information 21
Item 6. Exhibits 22
SIGNATURES
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEAMLESS WI-FI, INC.
f/k/a ALPHA WIRELESS BROADBAND, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31, 2006
-----------------
ASSETS
Current assets
Cash $ 182,136
Notes receivable-related parties, current portion 502,036
Accrued interest receivable 144,114
------------
Total current assets 828,286
Property and equipment (net of accumulated depreciation $28,218) 67,033
Technology 1,207,071
Notes receivable - related parties (net of allowance $287,675) 1,354,948
Prepaid legal 5,000
Employee Advance 932
Restricted cash 75,000
Security deposit 6,600
------------
TOTAL ASSETS $ 3,544,870
============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Accounts payable $ 723,353
Accrued expenses 261,959
Payroll taxes 131,050
Judgments payable 361,054
Other current liabilities 862,995
Payable to officer 9,855
Investment payable 100,000
Note payable related party 5,468
Interest payable on long term debt 143,604
------------
Total current liabilities 2,599,338
Long term debt 3,400,000
------------
TOTAL LIABILITIES 5,999,338
Stockholders' deficiency
Preferred A stock, par value $0.001, 10,000,000 shares authorized,
781,414 shares issued and outstanding 781
Preferred B stock, par value $0.001, 10,000,000 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,
2,192,202,154 shares issued and outstanding 2,192,201
Additional paid-in capital 18,314,871
Accumulated other comprehensive loss (23,162,321)
------------
Total stockholders' deficiency (2,354,468)
Less: Treasury stock at cost 100,000
------------
Adjusted stockholders' deficiency (2,454,468)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 3,544,870
============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
3
SEAMLESS WI-FI, INC.
f/k/a ALPHA WIRELESS BROADBAND, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
2006 2005 2006 2005
---- ---- ---- ----
Revenues $ 10,894 $ 3,546 $ 21,640 $ 9,954
Cost of revenues 20,946 1,120 60,584 34,443
------------- ------------- ------------- -------------
Gross Income (Loss) (10,052) 2,426 (38,944) (24,489)
------------- ------------- ------------- -------------
Expenses:
Selling, general and admin 150,978 200,076 295,440 296,636
Software development costs -- 1,500,570 -- 1,500,570
Technology development costs -- -- -- --
Consulting 113,937 233,730 356,851 774,388
Interest 80,616 -- 204,137 984,000
Legal 166,724 69,437 176,293 106,971
Officer Payroll 136,531 111,550 277,531 291,450
Finance 90,000 -- 90,000 --
Bad Debt 41,410 -- 58,410 --
Depreciation and amortization 7,938 1,828 15,875 1,828
------------- ------------- ------------- -------------
Total Expenses 788,134 2,117,191 1,474,537 3,955,843
------------- ------------- ------------- -------------
Net loss from operations (798,186) (2,114,765) (1,513,481) (3,980,332)
Other income (expense)
Cancellation of indebtedness 215,283 590,253 215,283 590,253
Gain on disposal of equipment -- 3,284 -- 3,284
Interest 5,506 (118,839) 33,073 (227,546)
Other (6,500) -- -- 33,670
------------- ------------- ------------- -------------
Loss before income taxes (583,897) (1,640,067) (1,265,125) (3,580,671)
------------- ------------- ------------- -------------
Minority interest -- 322,666 -- 356,193
Income taxes (benefit) (note 8) -- -- -- --
------------- ------------- ------------- -------------
Net Loss (583,897) (1,317,401) (1,265,125) (3,224,478)
============= ============= ============= =============
Basic and Diluted
loss per common shares $ (0.00) $ (0.02) $ (0.01) $ (0.04)
============= ============= ============= =============
Weighted average
basic and diluted common shares 133,750,923 101,517,955 133,750,923 101,517,955
============= ============= ============= =============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
4
SEAMLESS WI-FI, INC.
f/k/a ALPHA WIRELESS BROADBAND, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
December 31,
2006 2005
---- ----
Cash flows used in operating activities
Net loss from continuing operations $(1,265,125) $(3,224,478)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 15,874 1,828
Issuance of common stock for services 184,050 648,775
Issuance of common stock for payment of financing costs 90,000 984,000
Write-down of capitalized software costs -- 1,500,570
Cancellation of indebtedness (215,283) (590,253)
Minority interest -- (339,693)
Bad debt expense 58,410 --
Prepaid legal (5,000) --
Payable to officer -- --
Changes in operating assets and liabilities
Accrued interest receivable (33,021) --
Accrued expense 261,959 --
Accounts payable (213,697) 132,420
Other current liabilities 45,374 41,985
Payroll taxes payable (62,826) 16,927
Judgements payable (55,237)
Interest payable 132,598 --
Payable to officer (19,491) 120,000
----------- -----------
Net cash used by operating activities (1,026,178) (763,156)
Cash flows used in investing activities:
Intangible assets (559,125) (85,000)
Equipment -- (33,007)
Employee advance (932) --
Investments 88 (112,195)
Advances to related party (802,059) (132,099)
----------- -----------
Net cash used in investing activities (1,362,028) (362,301)
Cash flows from financing activities
Net proceeds from debt issuance -- 1,452,471
Increase in long term debt 2,540,000 --
Repayment of notes payable -- (79,500)
Repayment of investment payable (50,000) --
Repayment of advances from officer -- (167,384)
Repayment of related party advances (14,000) (14,265)
----------- -----------
Net cash provided by financing activities 2,476,000 1,191,322
Increase (decrease) in cash 87,794 65,865
Cash at beginning of period 94,342 270
----------- -----------
Cash at end of period $ 182,136 $ 66,135
=========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
5
SEAMLESS WI-FI, INC.
f/k/a ALPHA WIRELESS BROADBAND, INC
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
(Unaudited)
Six Months Ended
December 31,
2006 2005
---- ----
Cash paid for:
Interest $ -- $ --
Taxes $ -- $ --
Noncash investing and financing activities
Common stock issued for services $ 160,050 $ 648,775
Common stock issued for payment of financing costs $ -- $ 984,000
Common stock issued for officer's compensation $ -- $ --
Common stock issued for conversion of preferred A stock and settle operating expenses $ 24,000 $4,030,217
Common stock issued for conversion of preferred A stock by Ayuda Funding, LLC $2,392,991 $ --
Common stock issued for conversion of preferred C stock $ -- $ 200,000
Common stock and preferred stock issued for acquisition of assets $ -- $ --
Common stock issued for investment $ -- $ --
Subsidiary common stock issued for investment $ -- $ --
SEE NOTES TO FINANCIAL STATEMENTS.
6
SEAMLESS WI-FI, INC.
F/K/A ALPHA WIRELESS BROADBAND, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND OPERATIONS
The accompanying unaudited financial statements of Seamless Wi-Fi, Inc. have
been prepared in accordance with generally accepted accounting principles (GAAP)
for interim financial information and with item 310(b) of Regulation SB.
Accordingly, they do not include all of the information and footnotes required
by GAAP for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the six months ended
December 31, 2006 are not necessarily indicative of the results that may be
expected for the year ended June 30, 2007. These unaudited financial statements
should be read in conjunction with the audited financial statements and
footnotes thereto included in the Company's Form 10-KSB for the year ended June
30, 2006, as filed with the Securities and Exchange Commission.
Prior to December 31, 1997, Seamless Wi-Fi, Inc ("The Company") 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 30, 2004, the Company 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 for a fee or free basis. These locations are
commonly known as Wi-Fi Hotspots. The Company has 36 Wi-Fi locations.
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 from Alpha Wireless Broadband, Inc. to
Seamless Wi-Fi, Inc, which was approved by the Board of Directors and its
subsidiary from Skyy-Fi, Inc. to Seamless Skyy-Fi, Inc.
7
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.
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. As of the first quarter ended September
30, 2006 for the fiscal year end June 30, 2007, there were no software
development expenses.
8
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.
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".
9
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 July 2006, the FASB issued FASB Interpretation ("FIN") No. 48, "Accounting
for Uncertainty in Income Taxes," which prescribes a comprehensive model for how
a company should recognize, measure, present and disclose in its financial
statements uncertain tax positions that the company has taken or expects to take
on a tax return (including a decision whether to file or not to file a return in
a particular jurisdiction). The accounting provisions of FIN No. 48 are
effective for fiscal years beginning after December 15, 2006. The Company is
currently assessing whether adoption of this Interpretation will have an impact
on our financial position or results of operations.
In September 2006, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 157, "Fair Value Measurements", which establishes a framework for
reporting fair value and expands disclosures about fair value measurements. SFAS
No. 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007 and interim periods within those fiscal years. The
Company is currently assessing the impact of the adoption of this standard on
its 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, as of the second quarter ended December 31, 2006 for fiscal year
end June 30, 2007 the stockholders' deficiency is $2,454,468 and working capital
deficiency is $1,771,052.
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: LONG TERM DEBT
During the fiscal year end of June 30, 2006, the Company borrowed $4,600,000
under three loan agreements with Ayuda Funding LLC of which 184,000 of
previously issued Series A convertible preferred shares are held as collateral.
An additional loan was acquired during the second quarter in the amount of
$1,400,000. 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 21, August 1, August 15, 2006, and January
6, 2007 until such loan is paid in full. The total loan balance of $3,400,000 at
December 31, 2006 is due and payable on October 6, 2009 with an accrued interest
of $143,604.
10
NOTE 4: OTHER CURRENT LIABILITIES
Other current liabilities consist of the following:
Credit cards payable $ 364,991 (1)
Payable to Integrated Communication 221,817 (2)
Various liabilities assumed from
Alpha Tooling acquisition 276,187
---------
$ 862,995
=========
(1) Payments in varying amounts are due monthly with interest at 18% per
annum.
(2) Results from contract cancellation.
NOTE 5: RELATED PARTY TRANSACTIONS
The Company has made the following loans and advances to related parties as of
December 31, 2006:
Allowance for
Loan/Advance for uncollectible Balance
Balance loans/advances Net
----------------- ------------------- ----------------
Accepted Sales (A) $ 311,329 $ 311,329
Carbon Jungle, Inc. (B) 189,515 $ 189,515 -
DK Corp. (C) 98,160 98,160 -
DLR Funding (D) 250,987 250,987
1st Global Financial Service (E,F) 1,294,668 1,294,668
----------------- ------------------- ----------------
Total: $ 2,144,659 $ 287,675 $ 1,856,984
================= =================== ================
The above interest at annual rates ranges from 6% to 12%. The net balance at
December 31, 2006 of the fiscal year end of June 30, 2007 in the amount of
$1,856,984 matures in the fiscal years ended June 30 as follows:
2007 $ 400,877
2008 406,110
2009 1,049,997
------------
$ 1,856,984
============
(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. During the
subsequent six months ended December 31, 2006, the Company has lent
Carbon Jungle an additional $ 58,410.
(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. During the subsequent six months ended December 31,
2006, the Company has lent DLR Funding an additional $185,425 and
received $60,537.
(E) 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. 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 six months ended December 31, 2006, the Company
has lent 1st Global an additional $816,418.
(F) The President of the Company is an officer of this Company.
11
The Company has recorded interest income on the above for the quarter ended
December 31, 2006 of fiscal year end June 30, 2007 in the amount of $ 144,114.
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.
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.
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 KFG 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 6: 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.
12
Preferred A shares converts as follows: 1 share of Preferred converts into
10,000 shares of common.
Preferred C shares converts as follows: one share of C which has a par value of
$1.00 converts into $1.00 worth of common shares.
Examples:
1. If the common stock 10 day average prior to the date of conversion, was
trading at $.10 per share, one share of preferred C would convert into 10 shares
of common.
2. If the common stock 10 day average prior to the date of conversion, was
trading at $.001 per share, one share of preferred C would convert into 1,000
shares of common.
STOCK ISSUANCE
During the second quarter ended December 31, 2006 for the fiscal year end June
30, 2007:
Ayuda Funding, LLC converted 87,500 shares of Series A Preferred Stock into
875,000,000 shares of common stock.
7,905,000 shares of common stock were issued for services and expensed for
officer's compensation at $79,050.
During the first quarter ended September 30, 2006 for the fiscal year end June
30, 2007:
Ayuda Funding, LLC converted 76,027 shares of Series A Preferred Stock into
760,270,000 shares of common stock to payback Ayuda in the amount of $2,392,991.
Global Debit Card Ltd. converted 100 shares of Series A Preferred Stock valued
at $ 0.10 into 1,000,000 shares of common stock valued at $1,000.
500 shares of Series A Preferred Stock were converted into 5,000,000 shares of
common stock for consulting services and expensed at $24,000.
8,100,000 shares of common stock were issued for services and expensed for
officer's compensation at $81,000.
190,000,000 shares of common stock were issued by Ayuda Funding, LLC valued at
$190,000.
NOTE 7: 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 $23,000,000 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 $8,000,000 December 31, 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. There is no net change in the deferred tax asset and valuation
allowance from July 1, 2006 to December 31, 2006.
13
NOTE 8: COMMITMENTS AND CONTINGENCIES
LEASE
The Company, through its Alpha Tooling Inc. subsidiary has entered into lease
agreements for an 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 six months ended December 31, 2006 and 2005 is $13,200 and $10,123,
respectively.
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.
NOTE 9: 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).
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.
14
Information on reportable segments is as follows:
Second quarter ended December 31,
2006 2005
----------- -----------
Wi-Fi ISP net sales $ 21,640 $ 9,954
Cost of Wi-Fi sales (60,584) (34,443)
Cost and expenses (1,474,537) (3,955,843)
Other net income 248,356 399,661
Minority interest -- 356,193
----------- -----------
Net loss $(1,265,125) $(3,224,478)
=========== ===========
15
FORWARD-LOOKING STATEMENTS
THE FOLLOWING INFORMATION CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS.
FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE HAPPENING OF FUTURE
EVENTS AND ARE NOT BASED ON HISTORICAL FACT. FORWARD-LOOKING STATEMENTS MAY BE
IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH AS "MAY," "COULD,"
"EXPECT," "ESTIMATE," "ANTICIPATE," "PLAN," "PREDICT," "PROBABLE," "POSSIBLE,"
"SHOULD," "CONTINUE," OR SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE
NEGATIVE OF THOSE TERMS. THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE
FOLLOWING INFORMATION HAVE BEEN COMPILED BY OUR MANAGEMENT ON THE BASIS OF
ASSUMPTIONS MADE BY MANAGEMENT AND CONSIDERED BY MANAGEMENT TO BE REASONABLE.
OUR FUTURE OPERATING RESULTS, HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO
REPRESENTATION, GUARANTY, OR WARRANTY IS TO BE INFERRED FROM THOSE
FORWARD-LOOKING STATEMENTS.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with our
financial statements, including the notes thereto, appearing elsewhere in this
Report.
PREVIOUS OPERATIONS
International Food and Beverage was incorporated on September 1987 in Delaware.
It was listed on the Over the Counter Bulletin Board in June 1988. It operated
in the food services industry until late 1997, at which time it ceased
operations and remained dormant until December of 1998. At that time new
management was put in place, and the Company's focus was changed to the Internet
and its name was changed to Internet Business's International, Inc. In September
2004 the Company changed its name once again to Alpha Wireless Broadband, Inc.
Then in May 2005 the Company changed its name again 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.
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.
In January 2005, the Company acquired the assets of Seamless P2P, LLC for the
Company's subsidiary Seamless Peer 2 Peer, Inc., 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, on [May 2005] 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."
Current Operations
Seamless Wi-Fi, Inc. (www.slwf.net) is 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, Inc.
(www.seamlessinternet.com).
Seamless Skyy-Fi is forging a network of Wi-Fi Hot Spots in targeted geographic
and vertical markets across the country and has achieved initial success
providing hotel and retail Wi-Fi hotspots. Seamless Skyy-Fi also provides Wi-Fi
users with Secure Internet Browsing (SIB) that encrypts the user's Wi-Fi signal.
Seamless Peer 2 Peer markets Phenom(TM) Virtual Internet Extranet encryption
software, which provides SOX- and HIPAA-compliant secure peer mail, chat, file
transfer, remote PC access, secure VoIP, video conferencing and white boarding.
Seamless Internet offers high security hosting services for Seamless Peer 2 Peer
and Skyy-Fi clients and is not available for general public hosting services.
Seamless Internet is also marketing the S-XGen a hand held ultra mobile personal
computer and communication device as known as a "UMPC".
16
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, our selected
financial information:
Six Months Ended Six Months Ended
December 31, 2006 December 31, 2005
----------------- -----------------
(unaudited) (unaudited)
Revenues $ 21,640 $ 9,954
Cost of Revenues 60,584 34,443
------------- -------------
(Gross Loss) (38,944) (24,489)
------------- -------------
Expenses 1,474,537 3,955,843
------------- -------------
(Net Loss from Operations) (1,513,481) (3,980,332)
------------- -------------
Other Income 248,356 755,854
------------- -------------
(Net Loss) (1,265,125) (3,224,478)
------------- -------------
(Net Loss) Per Share (0.01) (0.04)
Weighted Average Common Shares Outstanding 133,750,923 101,517,955
SIX MONTHS ENDED DECEMBER 31, 2006 (UNAUDITED) COMPARED TO SIX MONTHS ENDED
DECEMBER 31, 2005 (UNAUDITED)
REVENUES
Revenues for the six months ended December 31, 2006 were $21,640 compared to
$9,954 for the same period in 2005, an increase of 217 %. This increase in
revenue was the result of increased revenue per location of the Skyy-Fi hot
spots.
COST OF REVENUES
The cost of revenues for the six months ended December 31, 2006 was $60,584
compared to $34,443 for the six months ended December 31, 2005, an increase of
175 %. The Cost of Revenues will continue to increase as we bring new product
and install new Wi-Fi locations to market
OPERATING EXPENSES
Operating expenses decreased by approximately 269% from $3,980,332 for the six
months ended December 31, 2005 compared to $1,474,537 for the six months ended
December 31, 2006. This decrease in operating expenses was a result of a
reduction in the amount of write-offs that occurred during the previous
corresponding period.
OTHER INCOME
Other income for the six months ended December 31, 2006 was $248,356 compared to
$ 399,661 for the same period in 2005. Other income consists of primarily of
debit forgiveness from the prior companies operation and due to the fact they
have not been paid with the prescribed time as required by law we have to report
that debt as income.
INCOME TAX
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.
17
NET LOSS
We experienced a net loss from operations of $ 1,265,125 for the six months
ended December 31, 2006 which is $.01 per share on a weighted average as
compared to a net loss of $ 3,224,478 for the six months ended December 31, 2005
which is $.04 loss per share. The decrease in the net loss is due to a decrease
in the write-offs of investments and of the developmental cost for the Phenom
software and a corresponding increase the number of the weighed average shares
issued and outstanding.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents totaled $828,286 and $66,135 at December 31, 2006 and
2005, respectively. Net cash used by operations was $(1,026,178) for the period
ended December 31, 2006 compared to net cash used by operations of $(763,156)
for the comparable period ended December 31, 2005. As a result of our continuing
losses, our working capital deficiency has increased. The Company has funded our
losses through an equity line of credit secured by preferred stock. The Company
has defaulted on repayment of certain loan amounts advanced from the credit line
and the lender took possession of the collateral. These losses will continue
through the third quarter of 2007 at which time the Company should start
generating revenue.
The revenue will be generated from the sales of the S-XGen, a mini computer
which is produced by Seamless Internet, Inc and by the sale of Phenom software
licenses. Phenom is a secure software programs developed by Seamless Peer 2
Peer, Inc.
We have a working capital deficit of $(1,771,052) as of December 31, 2006
compared to a working capital deficit of $(2,826,818) as of December 31, 2005.
This is a decrease in the working capital deficit from the previous year and we
expect these deficits to decrease as product development cost decrease and
income increases from revenue generated by sales of the Companies products.
As shown in the accompanying financial statements, we have incurred an
accumulated deficit of $(23,162,321) and a working capital deficit of
approximately $(1,771,052) as of December 31, 2006. Our ability to continue as a
going concern is dependent on obtaining additional capital and financing and
operating at a profitable level. We intend to seek additional capital either
through debt or equity offerings and to increase sales volume and operating
margins to achieve profitability.
We will consider both the public and private sale of securities and/or debt
instruments for expansion of our operations if such expansion would benefit our
overall growth and income objectives. Should sales growth not materialize, we
may look to these public and private sources of financing. There can be no
assurance, however, that we can obtain sufficient capital on acceptable terms,
if at all. Under such conditions, failure to obtain such capital likely would at
a minimum negatively impact our ability to timely meet our business objectives.
18
CRITICAL ACCOUNTING ESTIMATES
The preparation of our financial statements in conformity with accounting
principles generally accepted in the United States requires our management to
make certain 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 reporting period. As such, in accordance with the use of
accounting principles generally accepted in the United States, our actual
realized results may differ from management's initial estimates as reported. A
summary of our significant accounting policies appears in the notes to the
financial statements which are an integral component of this report.
USE OF ESTIMATES
The preparation of the consolidated financial statements are in conformity with
United States generally accepted accounting principles which require the Company
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 the
Company's common stock on the date of each respective transaction. These
transactions are reflected as a component of general and administrative expenses
in the accompanying statement of operations.
INFLATION
The moderate rate of inflation over the past few years has had an insignificant
impact on the Company's sales and results of operations during the period.
NET OPERATING LOSS CARRY FORWARDS
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.
19
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.
OFF BALANCE SHEET ARRANGEMENTS
The Company has not entered into any off balance sheet arrangements that have,
or are reasonably likely to have a current or future effect on the company's
financial condition, changes in financial condition, revenues or expenses,
result of operations, liquidity, capital expenditure, or capital resources which
would be considered material to investors.
ITEM 3. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer (the "Certifying
Officers") are responsible for establishing and maintaining disclosure controls
and procedures for the Company. The Certifying Officers have designed such
disclosure controls and procedures to ensure that material information is made
known to them, particularly during the period in which this report was prepared.
The Certifying Officers have evaluated the effectiveness of the Company's
disclosure controls and procedures within 90 days of the date of this report and
believe that the Company's disclosure controls and procedures are effective
based on the required evaluation. There have been no significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
20
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Globalist Internet Technology, Inc. v. Internet Business's International, Inc.
------------------------------------------------------------------------------
et al
-----
In July 2003 Globalist [Internet Technology, Inc.insert full legal name]
("Globalist") filed an action against 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 by the Company of
$75,000 by March 2005, subject to Court approval. On March 8, 2005 the Company
transferred $75,000 to its lawyer's escrow account to satisfy the settlement.
This cash is classified as restricted cash on the Company's balance sheet. The
Company is still waiting for Court approval regarding the final settlement, at
which time the funds will be paid pursuant to the settlement agreement. However,
Globalist is contesting the settlement agreement and further court action is
contemplated.
To the best knowledge of management, there are no other legal proceedings
pending or threatened against the Company, its directors, officers, affiliates
or any owner of record of 5% or more of the Company's voting securities.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
On July 14, 2006, the Company entered into a Promissory Note and Security
Agreement with 1st Global Financial Corporation for the sum of $1.5 million
dollars, accruing interest at the rate of 12% per annum. Installment payments in
the amount of $36,000 are due beginning at the earliest occurrence of (a) 90
days after the commencement of a private offering by the Company or (b) 45 days
after the end of any quarter that the Company earnings after taxes and interest.
The note matures on July 14, 2009. The note is secured by all the Company's
assets.
On January 15, 2007, the Company entered into a Promissory Note and Revolving
Line of Credit with DLR Funding, Inc for the aggregate sum of $700,000.
Commencing April 15, 2007 and on July 15, 2007 and October 15, 2007, the Company
shall be obligated to make payments of interest only. Quarterly thereafter, the
payment amount will be three times the monthly payment ath would be due base don
a 48 month amortization. The interest rate for this line of credit is 12%. The
note matures on January 14, 2007.
21
ITEM 6. EXHIBITS
The following Exhibits are filed herein:
Exhibit No. Title
----------- -----
2. Agreement and Plan of Merger(1)
3.1 Articles of Incorporation(2)
3.2 Certificate of Amendment to Articles of Incorporation(3)
3.3 Certificate of Amendment to Articles of Incorporation(4)
3.4 Certificate of Amendment to Articles of Incorporation(5)
3.5 Bylaws(6)
10.1 Promissory Note and Security Agreement with 1st Global
Financial Corporation agreement dated July 14, 2006*
10.2 Promissory Note and Revolving Line of Credit with DLR Funding,
Inc. dated January 15, 2007*
10.3 DLR Funding, Inc. revised agreement dated January 15, 2007*
31.1 Certification of Chief Executive Officer Pursuant to the
Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002*
31.2 Certification of Chief Financial Officer Pursuant to the
Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002*
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.
--------
(1) Incorporated by Reference to Exhibit 2 to Form 8-K/A filed on November 22,
1999.
(2) Incorporated by Reference to Exhibit 3.1 to Form 10Q filed on December 1,
1999.
(3) Incorporated by Reference to Exhibit 3.2 to Form 10Q filed on December 1,
1999.
(4) Incorporated by Reference to Exhibit 3.3 to Form 10-Q filed May 22, 2000.
(5) Incorporated by Reference to Exhibit 3.4 to Form 10-Q filed May 22, 2000.
(6) Incorporated by Reference to Exhibit 3.3 to Form 10Q filed December 1, 1999.
22
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report
to be signed on its behalf by the undersigned, duly authorized.
DATED: February 19, 2007 SEAMLESS WI-FI, INC.
/s/ Albert Reda
--------------------------------
By: Albert Reda
Its: Chief Executive Officer and
Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
23