SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
0-20259
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COMMISSION
FILE NUMBER
(Check One):[ ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-QSB [ ] Form
N-SAR
For the Period Ended: March 31, 2006
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
Nothing in this Form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
SEAMLESS WI-FI, INC.
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Full Name of Registrant
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Former Name, if Applicable
800 N. Rainbow Blvd, Suite 208
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Address of Principal Executive Office (Street and Number):
Las Vegas, Nevada 89107
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City, State and Zip Code
PART II - RULES 12b-25 (b) and (c)
If the subject report could not be filed without reasonable effort or
expense and the Registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report or semi-annual report, transition
report on Form 10-KSB, Form 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-QSB, or portion thereof, will be filed
on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable)
PART III - NARRATIVE
The Registrant is in the process of compiling information for the quarter ended
March 31, 2004 for the Form 10-QSB, all of which information has not yet been
received.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Albert R. Reda 775-588-2387
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(Name) (Area Code + Telephone Number)
(2) Have all other period reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) been filed? If the answer is no,
identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof:
[ ] Yes [ X ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
SEAMLESS WI-FI, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: May 15, 2006 By: /s/ Albert R. Reda
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Albert R. Reda