SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2008
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _________________
Commission file number: 000-202559
SEAMLESS CORPORATION
(FKA SEAMLESS WI-FI, Inc.)
(Name of Small Business Issuer as specific in its Charter)
Nevada 33-0845463
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(State or Other Jurisdiction of (I.R.S. 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) (Zip Code)
Issuer's telephone number, including area code: (775) 588-2387
--------------
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
-----------------------------
(Title of Class)
Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained herein, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes [X] No [_]
For the year ended June 30, 2008, our revenue was $22,152.
As of September 8, 2008, the number of shares of common stock outstanding was
802,890,963. The aggregate market value of our common stock held by
non-affiliates of the registrant as of September 8, 2008 was approximately
$481,735 (based upon 802,890,963 shares at $.0006 per share).
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report on Form 10-KSB for the fiscal year June 30, 2005, filed on
September 28, 2005;
Current Report on Form 8-K, filed on October 20, 2005;
Current Report on Form 8-K, filed on October 26, 2005;
Quarterly Report on Form 10-QSB for period ended September 30, 2005 filed on
November 14, 2005;
Current Report on Form 8-K, filed on January 26, 2006;
Current Report on Form 8-K, filed on January 26, 2006;
Current Report on Form 8-K, filed on January 26, 2006;
Quarterly Report on Form 10-QSB for period ended December 31, 2005, filed on
February 14, 2006.
Current Report on Form 8-K, filed on February 21, 2006;
Current Report on Form 8-K, filed on February 21, 2006;
Current Report on Form 8-K, filed on March 30, 2006;
Quarterly Report on Form 10-QSB for period ended March 31, 2006 filed on May 22,
2006
Current Report on Form 8-K, filed on March 26, 2006;
Annual Report on Form 10-KSB for the fiscal year June 30, 2006, filed on October
13, 2006;
Quarterly Report on Form 10-QSB for period ended September 30, 2006, filed on
November 20, 2006;
Quarterly Report on Form 10-QSB for period ended December 31, 2006, filed on
February 20, 2007;
Current Report on Form 8-K, filed on April 20, 2007;
Quarterly Report on Form 10-QSB for period ended March 31, 2007, filed on May
21, 2007;
Current Report on Form 8-K, filed on May 23, 2007;
Current Report on Form 8-K, filed on June 11, 2007;
Current Report on Form 8-K, filed on August 29, 2007;
Annual Report on Form 10-KSB for the fiscal year June 30, 2007, filed on October
15, 2007;
Quarterly Report on Form 10-QSB for period ended September 30, 2007, filed on
November 19, 2007;
Current Report on Form 8-K, filed on January 24, 2008; Current Report on Form
8-K/A, filed on February 5, 2008;
Quarterly Report on Form 10-QSB for period ended December 31, 2006, filed on
February 19, 2008;
Quarterly Report on Form 10-QSB/A for period ended March 31, 2008 filed on May
20, 2008;
Current Report on Form 8-K, filed on June 17, 2008;
Current Report on Form 8-K, filed on June 30, 2008;
TABLE OF CONTENTS
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
ITEM 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTTERS
ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 7 FINANCIAL STATEMENTS
ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 8A CONTROLS AND PROCEDURES
ITEM 8B OTHER INFORMATION
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, AND DIRECTOR
INDEPENDENCE
ITEM 13 EXHIBITS
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
SIGNATURES
ITEM 1. DESCRIPTION OF BUSINESS.
OVERVIEW OF BUSINESS
--------------------
Seamless Corporation (FKA Seamless Wi-Fi, Inc.), has three operating
subsidiaries: (1) Seamless TEK LABS, Inc. (FKA Seamless Skyy-Fi, Inc.), which,
beginning in June 2004, develops security software for accessing the Internet
(commonly known as "Wi-Fi"); a patent pending software program for Secure
Internet browsing (S-SIB) and Secure Internet video conferencing Phenom(R) that
encrypts Internet communications and provides flexible telecom data and voice
transport solutions, (2) Seamless TEK Ware, Inc., (FKA Seamless Internet, Inc.)
established in November 2005, manufactures the patented ultra mobile personal
computer named the S-Gen a mini-notebook the SNBK-1, a 10 inch, 120 G. HD, 1G
RAM with OS Windows XP home edition and (3) Seamless Sales LLC which sells the
products and software programs developed by Seamless subsidiaries. The evolution
of Seamless from a Wi-Fi provider to a hardware manufacture and software
developer began during the last quarter of this fiscal year ended June 30, 2008
and was completed during the first quarter of fiscal year ending June 30, 2009.
BUSINESS
--------
SEAMLESS TEK WARE, INC
Seamless TEK Ware, Inc (FKA Seamless Internet, Inc.) is a producer of the S-Gen
a Pocket Personal Computer, the SNBK-1 a 120G- 10" Mini Note Book, and several
different MP3-4 players. Seamless Sales LLC (please see Seamless Sales LLC
section) the marketing and sales subsidiary is currently establishing
distributors to sell Seamless products.
CURRENT TEK WARE PRODUCTS
SEAMLESS S-GEN: Seamless is in the process of upgrading the design of the S-Gen
(Seamless Generation) to incorporate new features and functions as follows: 20
G-Solid State Hard Drive, 620 MGZ processor and 128 MG of Ram, 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 un locked tri-band cell phone, GPS system and with a 1.3 Mega Pixel
video camera. The S-Gen comes with Microsoft Windows Mobil 6.1 operating system
and a Garmin GPS operating system. The unit weighs approximately one pound and
has an 8 hour battery life. Seamless acquired the Microsoft Windows Mobil
operating system in January 2007 and in August 2008 Seamless partnered with
Garmin GPS guidance operating system for the S-Gen.
SEAMLESS SNBK-1 is a 10" mini-notebook with a 120 Hard-drive a 1.6 GZ with 1 G
of Ram for a 1024X600 resolution with 802.11a/b/g. The SNBK-1 comes with Windows
XP home addition. The unit weighs approximately 2.2 pounds and has a 4 hour
battery life.
SEAMLESS SPMP 3 -4, Seamless also produces 3 different models of Seamless
Personal Media Players
CHRONOLOGY OF SEAMLESS TEK WARE
Seamless TEK Ware was originally created to support Seamless Wi-Fi service which
was expanded to provide in-house server solutions for parent company Seamless
Corporation. Seamless TEK Ware first expanded after the acquisition of the Peer
2 Peer Software and the creation of the Peer 2 Peer subsidiary because of the
potential clients that were going to acquiring the Phenom(R) 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. 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 2006, Seamless TEK Ware acquired the patent, development and marketing
rights for the ED.1 (Entertainment Device) minicomputer and communication device
from Vercel Corporation. The ED.1 was 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.
Seamless named its mobile minicomputer the S-Gen (for Seamless Generation)
Mobile Computing and Communications Device. In addition, began aggressive
redesign and are preparing for volume manufacturing of the device.
The S-Gen, while maintaining its small size, has been specifically designed with
a fully deployable folding 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 was extremely versatile and
the first version had, 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'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 eight hours.
We have also expanded the features and functionality of the S-Gen, including
increasing standard internal memory from 128 Kb to 256 Kb, integrating an
onboard camera and also more gaming buttons to facilitate gaming interactivity.
After the initial marketing campaign Seamless began upgrading the S-Gen in
August 2008 (please read the above section "CURRENT TEK WARE PRODUCTS").
While working on the redesign of the S-Gen, Seamless TEK Ware also began
production of the SNBK-1 and the SPMP 3-4
2
COMPETITION
See Seamless Sales section.
MARKETING STRATEGY
See Seamless Sales section.
SOURCES AND AVAILABILITY OF RAW MATERIAL AND PRINCIPAL SUPPLIERS
Raw material used for molded parts and circuit boards are readily available with
limited lead time. Parts such as CPUs and hard drives are also standard
productions parts and are readily available. However some of our parts do
require an eight week lead time. These parts are also available through many
suppliers.
SEAMLESS TEK LABS, INC
Seamless TEK LABS, Inc. (FKA Seamless Skyy-Fi, Inc.) is the developer of the
patent pending software programs that provide Wi-Fi and Internet users with
Seamless-Secure Internet Browsing (S-SIB(TM)) that encrypts the user's Wi-Fi
signal and the Phenom(R) Software which allows secure communications over Wi-Fi,
local area network (LAN), and wide area networks (WAN) with its Virtual Internet
Extranet Network technology.
CURRENT TEK LABS PRODUCTS
S-SIB
Seamless-Secure Internet Browsing (S-SIB(TM)) that encrypts the user's Wi-Fi
signal. S-SIB is offered in two versions:
S-SIB STANDARD INCLUDES:
Government grade 256bit AES Internet data encryption tunnel protecting against
evil twins and other malicious Wi-Fi attacks
Provides anonymous web browsing feature protecting your Identity online
S-SIB COMPLETE INCLUDES THE FOLLOWING AVG SECURITY SOFTWARE AND S-SIB STANDARD
PLUS:
Anti-Virus (against viruses, worms and Trojans that may corrupt your data or
disable your computer)
Anti-Spyware (against spyware that may monitor your activities or scan your
computer for credit card information or passwords)
Anti-Rootkit (against hidden threats - rootkits that deliver malicious content)
HTTP scanning (screens downloads for malicious content)
3
AVG Active Surf-Shield (real-time protection from poisoned web pages)
AVG Search-Shield (safely click search results)
Instant Messaging Protection
PHENOM
PHENOM(R) developed for Seamless TEK LABS through its subsidiary Seamless Peer 2
Peer, Inc., is encryption software which allows secure communications over
Wi-Fi, local area network ("LAN"), and wide area networks ("WAN") with its
Virtual Internet Extranet Network technology. Phenom(R) software provides secure
peer mail, chat, file transfer, and remote PC access in a two-megabyte download.
Phenom(R) software's application protocol interface ("API") also supports voice
over Internet protocol ("VoIP"), video voice conferencing, and white boarding.
CHRONOLOGY OF SEAMLESS TEK LABS
Seamless TEK Labs was originally created in October 2000; as a provider of Wi-Fi
to the hospitality industry then in January 2005 its subsidiary Seamless Peer 2
Peer acquired the rights to Phenom secure software solution which was being
developed at the time of acquisition. As Seamless TEK LABS was adding Wi-Fi
locations the Phenom encryption software was being developed by a contract
software development team.
In September of 2006 TEK Labs began the development of Secure Internet Browsing
software for Wi-Fi locations. Seamless Secure Internet Browsing was brought to
market in March 2007. In August 2008 Seamless TEK LABS partnered with AVG
Technologies' to offer the Seamless Secure Internet Browsing (S-SIB) software
program with AVG Technologies' Anti-Virus programs as a bundled Internet
Security software solution.
Seamless Phenom(R) Software still in development will allow secure
communications over Wi-Fi, local area network (LAN), and wide area networks
(WAN) with its Virtual Internet Extranet Network technology. Phenom(R) software
provides secure peer mail, chat, file transfer, and remote PC access in a
two-megabyte download. Phenom(R) software's application protocol interface (API)
also supports voice over internet protocol (VoIP), video voice conferencing, and
white boarding is.
COMPETITION
See Seamless Sales section.
MARKETING STRATEGY
See Seamless Sales section.
4
AVAILABILITY OF DEVELOPMENT TEAMS TO IMPROVE THE SOFTWARE PROGRAMS
There are Contract Software Development Teams available to provide continued
improvement for the S-SIB and Phenom software programs and there are also
qualified individuals that can be employed by Seamless to keep the software
programs current.
SEAMLESS SALES LLC
Seamless Sales LLC offers Seamless TEK Ware and TEK LABS products for sale.
Seamless TEK Ware products are as follows: the S-Gen a Pocket Personal Computer,
the SNBK-1 a 120G- 10" Mini Note Book, and several different MP3-4 players.
Seamless TEK LABS software products are as follows: Seamless-Secure Internet
Browsing (S-SIB(TM)) that encrypts the user's Wi-Fi signal and Phenom(R)
Software which allows secure communications over Wi-Fi, local area network
(LAN), and wide area networks (WAN) with its Virtual Internet Extranet Network
technology.
CHRONOLOGY OF SEAMLESS SALES
Seamless Sales LLC was created to market and sell Seamless TEK Ware and Seamless
TEK LABS products.
COMPETITION
TEK WARE
S-GEN: to date there is no direct competition to the S-GEN however there are
several Micro Computers, GPS devices, Video players and Cell phone all with in
the same size and form factor as the S-GEN. There are several well known
companies that have the funds and expertise that could develop direct completion
to the S-Gen
SNBK-1: Within the 10 inch notebook products there are a variety of major
manufacturer that produce similar products. Seamless SNBK-1 has comparable
specifications and quality of any competitors listed below. Seamless' aggressive
pricing makes the SNBK-1 competitive within this market area.
o Hewlet Packard
o Dell
o Apple
o Lenovo
o ASUS
SPMP 3-4: The music and media player sector has a variety of major
manufacturers. The SPMP has similar specifications to the MP-3's currently on
the market today; the MP-4's are relatively new to the North American market
enabling Seamless to be one of the first to offer the product to this market.
Our pricing structure will make will be very aggressive in this sector making
the Seamless SPMP competitive in the marketplace.
5
o Apple
o Creative Labs
o I-River
o Sansa
o Zen
TEK LABS
S-SIB
The market for Secure Internet software is highly competitive. Companies such as
AVG Internet Security 8.0, Panda Antivirus 2008, Trend Micro Internet Security
2008 and McAfee Personal Firewall Plus 5.0 have already created software
products for the Internet security however few address the area that we
developed our software for. Secure Internet Browsing in bundling our S-SIB
product with the AVG Anti-Virus/Anti-Spyware product Seamless has every aspect
of Internet security covered.
o AVG Internet Security
o Panda Antivirus
o Trend Micro Internet Security
o McAfee Personal Firewall
PHENOM
Phenom software program provides for every aspect of online communication and
collaboration and combines these features with government grade security and
encryption, providing a unique blend of security and communication. The market
for Internet based software services is highly competitive and there are
substantial barriers for entry into this market. Phenom's unique features and
aggressive pricing structure make Phenom very competitive in this market place.
Our competition for PHENOM includes, but is not limited to, the following
companies.
o Skype
o Grouper Networks, Inc.
o Citrix Systems, Inc.
o 3AM Labs, Inc.
o Amteus Ltd.
o Eclectic Endeavours, Inc.
o Seclarity, Inc.
o Securit-e-doc, Inc.
MARKETING AND SALES PLAN
Seamless marketing plan incorporates the following distribution channels:
1. Direct sales: Seamless will establish sales and distribution agreements
with companies such as the Access Sales Group (ASG) that targets brick
and mortar retail chain. ASG also provides for direct distribution into
B2B vertical market networks for example: healthcare providers,
government agencies, defense contractors, military, non-profits, etc.
6
2. OEM distribution: Seamless will establish sales to private networks as
well as general users. OEM's will be able to bundle the Phenom software
client software for handheld devices, PDA's, desktop computers and
laptops.
3. Internet/online users: Seamless will establish agreements with online
retailers such as ECost.com with whom we have a distribution agreement
with. Customers will be able to download any of the software programs
for their daily Internet usage, or purchase our hardware products
online directly from E-Tailors.
SEAMLESS CORPORATIONS SUBSIDIARY INTELLECTUAL PROPERTY
Seamless owns the following registered trademarks:
--------------------------------------------------
o Phenom
o Seamless P2P
o Seamless Peer2Peer
o !
o PP
Seamless applied for trademark registration for the following marks:
--------------------------------------------------------------------
o Freek2Freek
o Phenom Mobile
o S-SIB
o Seamless SIB
o Get SINB
o Get Phenom
o SINB
o SXGEN
Seamless has the following patents and/or patents pending for the:
-----------------------------------------------------------------
o Phenom(R) Encryption Software
o S-SIB (TM)
o S-Gen (R)
o Various accessories for the S-Gen (TM)
7
GOVERNMENT APPROVAL
Regulation of the following areas could impact our operations:
--------------------------------------------------------------
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 our business, operating
results and financial condition.
Regulation of Internet Access
We provide 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, we are 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.
Regulation of Wireless Access
Wi-Fi Internet access products primarily operate in unregulated frequencies. Due
to the 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.
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 us due to our acquisition of
peer 2 peer software technologies. 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 our ability to generate revenue from this type
of communications.
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.
8
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.
RESEARCH AND DEVELOPMENT COSTS
Seamless spent $876,213 on research and development during the fiscal year ended
June 30, 2008 as compared to $1,274,000 spent on research and development during
the year ended June 30, 2007.
EMPLOYEES
As of the date hereof, we have seven full-time employees and two independent
contractors. We hire independent contractors for sales personnel, technical
support and installation expertise. We have no collective bargaining agreements
with our employees. We believe that our employee relationships are satisfactory.
ITEM 2. DESCRIPTION OF PROPERTY
The following locations are the principal places of business of the Company,
some of the Companies share facilities:
800 N. Rainbow Blvd., Ste 208 2050 Russett Way, Ste 338 Warehouse Facility
Las Vegas, Nevada 89107 Carson City, Nevada 89703 Orange County, Calif.
The Company entered into lease agreements for an office space which expires on
August 31, 2010 and November 2, 2011 Seamless also has a server co-location
facility agreement that expires November 2010. The Company rents additional
office space on a month to month basis. The Rent expense under these leases for
the years ended June 30, 2008 and 2007 were $150,875 and $47,222 respectively.
The annual minimum future lease payments required under the Company's operating
leases are as follows for the year ended June 30;
2009 $168,840
2010 $168,840
2011 $ 47,890
--------
Total $385,570
========
9
ITEM 3. 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
settlement agreement with Globalist. However, Globalist later rejected the
settlement agreement and an appeal was filed in the second quarter with the
appellate court by the Company seeking confirmation of the settlement agreement.
This liability has been recorded in the accompanying financial statements.
To the best knowledge of our management, there are no legal proceedings pending
or threatened against us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
MARKET FOR COMMON EQUITY
Our common stock is currently quoted on the Over-The-Counter Bulletin Board
under the Symbol "SMWF." Set forth below is the trading history of our common
stock without retail mark-up, mark-down or commissions:
High Low
---- ---
2007
First Quarter...................................... 0.00319 0.00162
Second Quarter..................................... 0.0015 0.000625
Third Quarter...................................... 0.0008 0.0002
Fourth Quarter..................................... 0.0005 0.0001
2008
*First Quarter..................................... 0.51 0.0001
Second Quarter..................................... 0.0227 0.0016
*on February 15, 2008 stock reverse 10,000 shares for one
On September 23, 2008, the closing sale price was $0.0004
The above quotations are inter-dealer quotations from market makers of our
common stock. At certain times the actual closing or opening quotations may not
represent actual trades that took place.
QUALIFIED HOLDERS
As of September 23, 2008, there were approximately 1,213 shareholders holding
certificated securities.
10
DIVIDENDS
We have paid no cash dividends on our common stock since inception and do not
anticipate or contemplate paying cash dividends in the foreseeable future.
RECENT SALES OF UNREGISTERED SECURITIES
None.
ITEM 6. 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.
THE FOLLOWING INFORMATION CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS OF OUR
MANAGEMENT. 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.
OVERVIEW
Seamless Corporation (FKA Seamless Wi-Fi, Inc.), has three operating
subsidiaries: (1) Seamless TEK LABS, Inc. (FKA Seamless Skyy-Fi, Inc.), which,
beginning in June 2004, develops security software for accessing the Internet
(commonly known as "Wi-Fi"); a patent pending software program for Secure
Internet browsing (S-SIB) and Secure Internet video conferencing Phenom(R) that
encrypts Internet communications and provides flexible telecom data and voice
transport solutions, (2) Seamless TEK Ware, Inc., (FKA Seamless Internet, Inc.)
established in November 2005, manufactures the patented ultra mobile personal
computer named the S-Gen a mini-notebook the SNBK-1, a 10 inch, 120 G. HD, 1G
RAM with OS Windows XP home edition and (3) Seamless Sales LLC which sells the
products and software programs developed by Seamless subsidiaries. The evolution
of Seamless from a Wi-Fi provider to a hardware manufacture and software
developer began during the last quarter of this fiscal year ended June 30, 2008
and was completed during the first quarter of fiscal year ending June 30, 2009.
11
RESULTS OF OPERATIONS
The following table sets forth, for the years indicated, our selected financial
information:
June 30, 2008 June 30, 2007
------------ ------------
Revenues $ 22,152 $ 42,717
Cost of revenues 46,215 165,580
------------ ------------
Gross loss (24,063) (122,863)
Cost and expenses:
Selling, general and administration 1,038,280 715,732
Consulting 515,798 598,932
Interest 6,864 291,535
Legal 533,644 86,988
Office payroll 500,000 456,031
Financing -0- 265,000
Bad debt expenses 344,822 105,437
Depreciation and amortization 32,076 31,749
------------ ------------
Total 2,971,484 2,551,404
------------ ------------
Net loss from operations (2,995,547) (2,674,267)
Gain on liquidation of debt -0- 4,904,508
Cancellation of indebtedness 883,340 836,298
Interest 317,380 143,130
Other income 1,491
------------ ------------
Income (loss) before income taxes (1,793,336) 3,209,669
------------ ------------
Net income (loss) $ (1,793,336) $ 3,209,669
Preferred C stock dividends-deemed (200,000) -0-
------------ ------------
Net income (loss) available to stockholders $ (1,993,336) $ 3,209,669
============ ============
Net income (loss) per common share $ (0.09) $ 1.54
============ ============
Weighted average basic and diluted common shares outstanding 21,332,651 2,087,742
============ ============
FISCAL YEAR ENDED JUNE 30, 2008 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2007
(AUDITED)
Our revenues for the fiscal year ended June 30, 2008 of $22,152 is a decrease of
52% when compared with the revenues of $42,717 for the fiscal year ended June
30, 2007. The decrease in revenues because of the decision to cease the Wi-Fi
service to the hospitality industry during the fiscal year ended June 30, 2008.
We had a net loss of $(1,993,336) for the fiscal year ended June 30, 2008 as
compared to a net income of $3,209,669 for the year ended June 30, 2007. The net
loss was due to the transition from a Wi-Fi service provider to selling Seamless
hardware and software products. The increase in income in the prior fiscal year
ended June 30, 2007 was primarily due to income credit of $4,904,508 for payment
in full for loans and interest as per our loan satisfaction agreement with Ayuda
Funding, LLC.
12
COMPARISON BY SEGMENT
In accordance with SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information," management has determined that there are 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 Fiscal Year Ended
June 30, 2008 June 30, 2007
----------------- -----------------
Seamless Sales
TEK Ware -- --
TEK LABS $ 22,152 $ 41,229
Cost of Revenue (46,215) (165,580)
Gross Income (loss) (24,063) (122,863)
Other Net Income $ 1,202,211 $ 5,883,936
Expenses $ 2,971,484 $ 2,551,404
Other Expenses $ 200,000 --
Net Income (Loss) $(1,993,336) $ 3,209,669
Seamless Sales
--------------
Sell the Software products developed by Seamless TEK LABS and the hardware
products developed by Seamless TEK Ware.
SEAMLESS TEK LABS; (FKA SEAMLESS SKYY-FI): was providing Wi-Fi service to the
hospitality industry and now develops secure software products for Wi-Fi
Internet access.
SEAMLESS TEK WARE; (FKA SEAMLESS INTERNET) was offering hosting for Seamless and
its clients and now develops hardware products i.e. the S-Gen a pocket personal
computer and the SNBK-1 a mini notebook compute plus SPMP 3 and 4 players.
OTHER: For the fiscal year ended June 30, 2008, this segment received income
credit from cancellation of debt $883,340 and interest income of $317,380 and
other income of $1,491 totaling $ 1,202,211. For the fiscal year ended June 30,
2007, this segment received income credit as per our loan satisfaction agreement
of $4,904,508 and an additional income from cancellation of debt $836,298 and
interest income of $143,130 totaling $ 5,883,936.
13
LIQUIDITY AND CAPITAL RESOURCES
Net cash used by operations activities of $579,095 for the year ended June 30,
2008 decreased by $1,466,907 compared to the net cash used in operational
activities of $2,046,002 for the year ended June 30, 2007. The decreases in net
cash were primarily from the increased accounts payable debt.
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. Our management
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 we use in applying these most critical accounting policies have a
significant impact on the results reported in our financial statements.
OFF BALANCE SHEET ARRANGEMENTS
We have 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
We issue 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.
14
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
For recently issued accounting pronouncements see "NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS", Note 2 titled "NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES" section titled "NEW ACCOUNTING PRONOUNCEMENTS" included in this
report.
INFLATION
The moderate rate of inflation over the past few years has had an insignificant
impact on our sales and results of operations during the period.
CAPITAL EXPENDITURES
There were no capital expenditures during the fiscal year ended June 30, 2008.
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 $20,000,000 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 for both years ended June 30, 2008 and
2007. 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 June 30, 2008.
ITEM 7. FINANCIAL STATEMENTS.
The financial statements required to be filed pursuant to this Item 7 begin on
page F-1 of this report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Pursuant to Board Resolution by Written Consent, the Company dismissed its
independent auditor, Kempisty & Company, Certified Public Accountants, P.C.
("Kempisty") of New York, NY, effective November 19, 2007.
Except as reported in Form 10KSB for fiscal year ending June 30, 2006 (filed on
October 13, 2006); and Form 10KSB for fiscal year ending June 30, 2007 (filed on
October 15, 2007); which each stated that "the Company has experienced
significant losses in recent years," and that said losses "may result from
possible inability of the Company to continue as a going concern." the reports
of Kempisty on the Company 's financial statements for the past two years, did
not contain an adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles.
15
The Company and Kempisty have not, in connection with the audit of the Company's
financial statements for the previous two (2) fiscal years or for any subsequent
interim periods prior to and including November 19, 2007, had any disagreements
on any matter of accounting principles or practices, financial statement
disclosures, or auditing scope or procedures, which have caused Kempisty to make
reference to the subject matter of the disagreement in connection with its
reports.
On January 29, 2008, the Company engaged Demetrius & Company of Wayne, NJ as its
independent auditor.
The Company had no relationship with Demetrius & Company required to be reported
pursuant to Regulation S-B Item 304(a)(2) during the previous 2 fiscal years, or
the subsequent interim periods prior to and including January 29, 2008.
ITEM 8A CONTROLS AND PROCEDURES
EFFECTIVENESS OF THE DISCLOSURE CONTROLS AND PROCEDURES: Under the direction of
our Chief Executive Officer and Chief Financial Officer (the "Certifying
Officers") we evaluated our disclosure controls and procedures and internal
control over financial reporting and concluded that (i) our disclosure controls
and procedures were effective as of June 30, 2008 and (ii) no change in internal
controls over financial reporting occurred during the quarter ended June 30,
2008 that has materially affect the company's internal controls over financial
reporting.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING: During the period covered
by this report, there were no changes in internal controls that materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING: The management
of Seamless Corporation (the Company) is responsible for the (i) the preparation
of the accompanying financial statements; (ii) establishing and maintaining
internal controls over financial reporting; and (iii) the assessment of the
effectiveness of internal control over financial reporting. The Security and
Exchange Commission defines effective internal control over financial reporting
as a process designed under the supervision of the company's principal executive
officer and principal financial officer, and implemented in conjunction with
management and other personnel, to provide reasonable assurances regarding the
reliability of financial reporting and the preparation of financial statement in
accordance with generally accepted accounting principles.
All internal control systems, no matter how well designed , have inherent
limitation and provide only reasonable assurances that all control issues and
misstatements due to error or fraud, if any, within the company have been
detected. Additionally, any system of controls is subject to the risk that
controls may become inadequate due to change in conditions or that compliance
with policies or procedures may deteriorate. Also projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions or that compliance with the
policies or procedures may deteriorate.
16
As of June 30, 2008 management of the company conducted an assessment of the
effectiveness of the company's internal control over financial reporting. Based
on this assessment management has concluded that the company's internal control
over financial reporting was effective as of June 30, 2008.
The annual report does not include an attestation report of the Company's
registered accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission.
ITEM 8B OTHER INFORMATION
On October 11, 2007, the Board of Directors elected Albert Reda to serve as
corporate Secretary, effective immediately, until the next annual meeting of the
Board of Directors and until his successor is elected and qualified.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(s) OF THE EXCHANGE ACT.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
Our directors and executive officers are as follows:
Name Age Position
---- --- --------
Albert R. Reda 62 Director, Chief Executive Officer, Chief
Financial Officer, Secretary
Matt Sebal 38 Director
John Domerego 63 Director
ALBERT R. REDA, CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, SECRETARY AND
DIRECTOR. Mr. Reda joined us in November 1998. From 1996 through 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.
MATT SEBAL, DIRECTOR. Mr. Sebal became one of our directors in October 2005.
Since January 2002, he has been serving as President and Director of KORE
Interactive Systems Inc.. which provides technology and consulting services in
Vancouver, BC Canada. From May 2002 and continuing through the present, Mr.
Sebal has served as President and as a Director of DCM Enterprises, Inc., a
management and investment holding company. From October, 2001 through the
present, he has served as Secretary and as a Director of Hosting Site Networks,
Inc., a provider of Internet services including web hosting, web consulting, and
electronic mail services. From June 2000 to January 2003, Mr. Sebal held one or
more of the following the positions with Return Assured Incorporated: Secretary,
President, Chairman and CEO, and Director. Return Assured Incorporated was
involved with enabling e-retail transactions. From November 2000 to October
2003, Mr. Sebal served as a Director of Mindfuleye, Inc., which developed
software for licensing to the investment community. Mr. Sebal holds a
baccalaureate degree in Political Science from the University of Western
Ontario, Canada.
17
JOHN DOMEREGO, DIRECTOR. Mr. Domerego has been a Director of Seamless
Corporation since October 2005 and President of Seamless Internet Inc. since
February 2005. Mr. Domerego was previously 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.
Directors serve until the next annual meeting or until their successors are
qualified and elected. Officers serve at the discretion of the Board of
Directors.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
directors and certain officers, as well as persons who own more than 10% of a
registered class of our equity securities, ("Reporting Persons") to file reports
of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities
and Exchange Commission. The following Reporting Persons have not complied on a
timely basis with all filing requirements applicable to them:
o Mildred Carroll, Secretary, failed to file a Form 4 disclosing her
change in ownership from 520,000 shares of common stock to 420,006
shares of common stock during our last fiscal year;
o Matt Sebal, Director, failed to file a Form 4 disclosing his change
in ownership from 2,700,000 shares of common stock to 5,100,000
shares of common stock during our last fiscal year; and
o John Domerego, Director, was delinquent in filing a Form 4
disclosing his change in ownership from 2,700,000 shares of common
stock to 5,100,000 shares of common stock during our last fiscal
year.
ITEM 10. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
Set forth below is a summary of compensation for our principal executive officer
and our two most highly compensated officers other than our principal executive
officer (collectively, the "named executive officers") for our last two fiscal
years. There have been no annuity, pension or retirement benefits ever paid to
our officers, directors or employees.
With the exception of reimbursement of expenses incurred by our named executive
officers during the scope of their employment and unless expressly stated
otherwise in a footnote below, none of the named executive officers received
other compensation, perquisites and/or personal benefits in excess of $10,000.
18
==========================================================================================================================
Non-Equity
Name and Stock Option Incentive Plan All Other
Principal Bonus Awards Awards Compensation Compensation Total
Position Year Salary($) ($) ($) ($) ($) ($) ($)
--------------------------------------------------------------------------------------------------------------------------
Albert R. Reda, CEO, 2008 $240,000 $0 $0 $0 $0 $0 $240,000
CFO, Secretary
(Principal Executive
Officer)
--------------------------------------------------------------------------------------------------------------------------
2007 $240,000 $0 $0 $0 $0 $0 $240,000
--------------------------------------------------------------------------------------------------------------------------
GRANTS OF PLAN-BASED AWARDS
We did not grant any plan-based awards during this fiscal year ended June 30,
2008.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth information for the named executive officers
regarding the number of shares and underlying shares both exercisable and
unexercisable stock options, as well as the exercise prices and expiration dates
thereof, as of June 30, 2007.
------------- -------------------------------------------------------------------------------- ----------------------------------
Option Awards Stock Awards
------------- -------------------------------------------------------------------------------- ----------------------------------
Name Number of Number of Equity Option Option Number Market Equity Equity
securities securities Incentive Exercise Expiration of Value of Incentive Incentive
Underlying Underlying Plan Awards: Price($) Date Shares Shares Plan Plan
Unexercised Unexercised Number of of Units or Units Awards: Awards
Options (#) Options (#) Securities of Stock of Stock Number of Market
Exercisable Unexercisable Underlying that that Unearned or
Unexercised have not have not Shares, Payout
Unearned vested vested Units or Value of
Options (#) (#) ($) other Unearned
rights Shares,
that have Units of
not vested other
(#) rights
that
have
not
vested $)
------------- ------------- -------------- --------------- ----------- ------------ ---------- ---------- ------------ ----------
Albert R. -0- -0- -0- -0- -0- -0- -0- -0- -0-
Reda, CEO,
Secretary
------------- ------------- -------------- --------------- ----------- ------------ ---------- ---------- ------------ ----------
EMPLOYMENT AGREEMENTS
On June 8, 2007, we entered into an Employment Agreement with Albert Reda as our
Chief Executive Officer. The Employment Agreement has a term of five years with
automatic one year renewals unless either party gives notice to the other at
least 30 days prior to the end of any term. The Employment Agreement provides
for an annual salary of $300,000, makes provision for salary increases subject
to profitability of the Company, and bonuses in the discretion of the Board of
Directors. The Employment Agreement provides for severance of the entire
remaining compensation payable for the remainder of any term of the Agreement in
the event of termination without cause.
19
COMPENSATION OF DIRECTORS
Our Directors do not receive any cash compensation, but are entitled to
reimbursement of their reasonable expenses incurred in attending directors'
meetings.
We do not have any audit, nominating, compensation or other committee of our
Board of Directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information regarding our shares of
outstanding common stock beneficially owned as of the date hereof by (i) each of
our directors and executive officers, (ii) all directors and executive officers
as a group, and (iii) each other person who is known by us to own beneficially
more than 5% of our common stock based upon 802,890,963 issued shares of common
stock.
Note on February 15, 2008 there was a 10,000 for one stock split
===================================================================================================================
Name and Address of Beneficial Owners(1) Amount and Nature of Percent
Beneficial Ownership Ownership(2)
-------------------------------------------------------------------------------------------------------------------
Albert R. Reda, CEO, CFO, Secretary, Director 1,019,240(3) .123%
Matt Sebal, Director 5,100 *
John Domerego, Director 5,100 *
All executive officers and directors as a group (four persons) 1,029,440 .123%
===================================================================================================================
*Less than 1%.
_______________
(1) C/o our address, 800 N. Rainbow Blvd., Suite 200, Las Vegas, NV 89109, unless otherwise noted
(2) Except as otherwise indicated, we believe that the beneficial owners of Common Stock listed above,
based on information furnished by such owners, have sole investment and voting power with respect to
such shares, subject to community property laws where applicable. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting or investment power with respect to
securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable
within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding
such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any
other person.
(3) Includes 56, shares of preferred stock held by the Reda Family Trust convertible into 560,000,
shares of common stock; 459,240shares of common shares of common stock held by ARR, LLC.
20
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
None.
ITEM 13. EXHIBITS
3.1 Articles of Incorporation, dated December 4, 1998(1)
3.2 Certificate of Amendment of Certificate of Incorporation, dated February
17, 1999(2)
3.3 Certificate of Amendment of Articles of Incorporation, dated June 30,
1999(1)
3.4 Certificate of Amendment of Articles of Incorporation, dated December 22,
1999(3)
3.5 Certificate of Amendment of Articles of Incorporation, dated February 9,
2000(3)
3.6 Certificate of Designation, Number, Powers, Preferences and Other Rights
and Qualifications, Limitations, Restrictions and Other Characteristics of
Series "C" Preferred Stock, dated September 30, 2004(4)
3.7 Bylaws, dated June 1, 1999(1)
10.1 Form of Location Provider Agreement(5)
10.2 Asset Purchase Agreement between Seamless P2P, LLC and Seamless Peer 2
Peer, Inc., dated January 18, 2005(6)
10.3 Promissory Note and Security Agreement from 1st Global Financial
Corporation, dated July 14, 2006(7)
10.4 Revolving Line of Credit Agreement with DLR Funding, Inc., dated January
15, 2007(7)
10.5 Secured Promissory Note Payable in Agreed Installments and Secured Term
Note, dated October 1, 2006(7)
10.6 Loan Agreement with Ayuda Funding Corp., dated October 26, 2006
10.7 OEM Mobility License Agreement with Microsoft Licensing, GP, dated May 22,
2007
10.8 Microsoft Services OEM Foundation Service Agreement - Non-Standard, dated
June 9, 2007
10.9 Loan Satisfaction Agreement with Ayuda Funding Corp. dated June 7, 2007
10.10 Employment Agreement with Albert Reda, dated June 8, 2007
14 Code of Business Conduct and Ethics(8)
21
21 Subsidiaries
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
_____________
(1) Incorporated by reference from our Quarterly Report on Form 10-QSB for the
quarterly period ended September 30, 1999, filed on December 1, 1999.
(2) Incorporated by reference from our Quarterly Report on Form 10-QSB for the
quarterly period ended March 31, 1999, filed on May 19, 1999.
(3) Incorporated by reference from our Quarterly Report on Form 10-QSB for the
quarterly period ended March 31, 2000, filed on May 22, 2000.
(4) Incorporated by reference from our Current Report on Form 8-K, filed on
October 4, 2004.
(5) Incorporated by reference from our Current Report on Form 8-K, filed on
October 7, 2004.
(6) Incorporated by reference from our Current Report on Form 8-K,
filed on January 19, 2005.
(7) Incorporated by reference from our Quarterly Report on Form 10-QSB for the
quarterly period ended December 31, 2006, filed on February 20, 2007.
(8) Incorporated by reference from our Annual Report on Form 10-KSB for the
fiscal year June 30, 2004, filed on November 12, 2004.
22
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
DEMETRIUS & COMPANY LLC
Demetrius was our independent auditor and examined our financial statements for
the fiscal years ending June 30, 2008. Demetrius performed the services listed
below and was paid the fees listed below for the fiscal years ended June 30,
2008.
KEMPISTY & COMPANY, CPA'S ("KEMPISTY")
Kempisty was our independent auditor and examined our financial statements for
the fiscal years ending June 30, 2007 and June 30, 2006. Kempisty performed the
services listed below and was paid the fees listed below for the fiscal years
ended June 30, 2007 and June 30, 2006. AUDIT FEES The aggregate fees billed by
Demetrius & Company LLC was approximately $45,000 for the fiscal year ended June
30, 2008 for professional services rendered for the audit of our annual
financial statements and for the reviews of the financial statements included in
our quarterly reports on Form 10-QSB during this fiscal year.
The aggregate fees billed by Kempisty & Company was paid aggregate fees of
approximately $60,000 for the fiscal year ended June 30, 2007 for professional
services rendered for the audit of our annual financial statements and for the
reviews of the financial statements included in our quarterly reports on Form
10-QSB during the fiscal year.
AUDIT RELATED FEES
Demetrius was not paid additional fees for either of the fiscal years ended June
30, 2008 for assurance and related services reasonably related to the
performance of the audit or review of our financial statements
Kempisty was not paid additional fees for either of the fiscal years ended June
30, 2007 for assurance and related services reasonably related to the
performance of the audit or review of our financial statements.
TAX FEES
Demetrius was not paid additional fees for either of the fiscal year ended June
30, 2008
Kempisty was not paid additional fees for either of the fiscal year ended June
30, 2007 and June 30, 2006 for professional services rendered for tax
compliance, tax advice and tax planning during these fiscal years.
23
ALL OTHER FEES
Demetrius was not paid any other fees for professional services during the
fiscal years ended June 30, 2008
Kempisty was not paid any other fees for professional services during the fiscal
year ended June 30, 2007.
AUDIT COMMITTEE
We do not have an audit committee.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, duly
authorized.
SEAMLESS CORPORATION
DATED: October 15, 2008 By: /s/ Albert R. Reda
------------------------------------------
Albert R. Reda
Director, Chief Executive Officer, Chief
Financial Officer, and Secretary
(Principal Executive Officer, Principal
Financial Officer and Principal Accounting
Officer)
23
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Seamless Corporation f/k/a Seamless WiFi, Inc.
We have audited the accompanying balance sheets of Seamless Corporation f/k/a
Seamless WiFi, Inc. as of June 30, 2008, and the related statements of
operations, changes in stockholders' equity (deficit), and cash flows for the
period ended June 30, 2008. Seamless Corporation f/k/a Seamless WiFi, Inc.'s
management is responsible for these financial statements. 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 Corporation f/k/a
Seamless WiFi, Inc. as of June 30, 2008, and the results of its operations and
its cash flows for the period ended June 30, 2008 in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Seamless
Corporation f/k/a Seamless WiFi, Inc. will continue as a going concern. As more
fully described in Note 3, 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 plan in regards to these matters is also described
in Note 2. These consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ DEMETRIUS & COMPANY, L.L.C
Wayne, New Jersey
October 14, 2008
F-1
SEAMLESS CORPORATION
f/k/a/ SEAMLESS WI-FI, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, 2008 June 30, 2007
------------ ------------
Current assets
Cash $ -- $ 15,181
Notes receivable-related parties (Net of Allowance $243,332 and
$0 in 2008 and 2007, respectively) 2,443,000 124,077
Inventory 150,000
Accrued interest receivable 553,512 236,132
Prepaid license fees 490,000
Other current assets 6,800 --
------------ ------------
Total current assets 3,643,312 375,390
Property and equipment (net of accumulated depreciation of $76,169 and
$44,093 in 2008 and 2007, respectively) 2,227,036 2,020,149
Employee advance -- 22,319
Notes receivable - related parties (net of allowance $334,703) -- 2,493,153
Restricted cash -- 75,000
Security deposit 21,561 6,600
------------ ------------
TOTAL ASSETS $ 5,891,909 $ 4,992,611
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Bank overdraft $ 2,930 $ --
Accounts payable and accrued expenses 1,394,707 385,932
Judgments payable 361,054 361,054
Other current liabilities 55,456 828,000
Payable to officer 174,874 --
------------ ------------
Total current liabilities 1,989,021 1,574,986
------------ ------------
Commitments and contingencies (See Note 10)
Stockholders' equity
Preferred A stock, par value $0.001, 4,000,000 shares and 10,000,000 692 498
shares authorized at June 30, 2008 and June 30, 2007, 692,312 shares
and 498,914 shares issued and outstanding at June 30, 2008 and
June 30, 2007
Preferred B stock, par value $0.001, 1,000,000 and 10,000,000 shares -- --
authorized at June 30, 2008 and June 30, 2007
0 shares issued and outstanding
Preferred C stock, par value $0.001, 5,000,000 shares authorized at 2,700 300
June 30, 2008 and June 30, 2007, 2,700,000 shares and 300,000
shares issued and outstanding at June 30, 2008 and June 30, 2007
Common stock, par value $0.001, 10,990,000,000 shares and 11,000,000 227,891 4,847
shares authorized at June 30, 2008 and June 30, 2007, 227,890,963
shares and 4,847,202 shares issued and outstanding at June 30, 2008
and June 30, 2007
Additional paid-in capital 25,793,219 22,199,508
Stock subscription receivable (1,340,750) --
Accumulated deficit (20,680,864) (18,687,528)
------------ ------------
Total stockholders' equity 4,002,888 3,517,625
Less: Treasury stock at cost (100,000) (100,000)
------------ ------------
Adjusted stockholders' equity 3,902,888 3,417,625
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,891,909 $ 4,992,611
============ ============
The accompanying notes are an integral part of these financial statements.
F-2
SEAMLESS CORPORATION
f/k/a/ SEAMLESS WI-FI, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30,
2008 2007
------------ ------------
Revenues $ 22,152 $ 42,717
Cost of revenues 46,215 165,580
------------ ------------
Gross Income (Loss) (24,063) (122,863)
------------ ------------
Expenses:
Selling, general and admin. 1,038,280 715,732
Consulting 515,798 598,932
Interest 6,864 291,535
Legal 533,644 86,988
Officer Payroll 500,000 456,031
Finance -- 265,000
Provision for doubtful notes and accounts 344,822 105,437
Depreciation and amortization 32,076 31,749
------------ ------------
Total Expenses 2,971,484 2,551,404
------------ ------------
(Loss) from operations (2,995,547) (2,674,267)
Other income
Gain on liquidation of debt -- 4,904,508
Cancellation of indebtedness 883,340 836,298
Interest 317,380 143,130
Other 1,491 --
------------ ------------
Income (Loss) before income taxes (1,793,336) 3,209,669
------------ ------------
Income taxes (benefit) (note 9) -- --
Net Income (Loss) $ (1,793,336) $ 3,209,669
Preferred C stock dividends-deemed (200,000) --
------------ ------------
Net income (loss) available to common stockholders $ (1,993,336) $ 3,209,669
============ ============
Basic and Diluted income (loss) per common shares $ (0.09) $ 1.54
============ ============
Weighted average basic and diluted common shares 21,332,651 2,087,742
============ ============
The accompanying notes are an integral part of these financial statements.
F-3
SEAMLESS CORPORATION
f/k/a/ SEAMLESS WI-FI INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30,
2008 2007
----------- -----------
Cash flows used in operating activities
Net income (loss) from continuing operations $(1,993,336) $ 3,209,669
Adjustments to reconcile net loss to
used by operating activities:
Depreciation and amortization 32,076 31,749
Deemed dividend 200,000 --
Cancellation of indebtedness (883,340) (836,223)
Issuance of common stock for services 539,743 184,050
Issuance of preferred C stock for payment of expense 2,485 --
Gain on liquidation of long term debt -- (4,904,508)
Interest expense 6,864 214,829
Financing cost -- 265,000
Provision for doubtful notes and accounts 344,822 105,438
Changes in operating assets and liabilities
Accounts receivable 124,077 (124,077)
Accrued interest receivable (317,380) (125,039)
Other current assets (6,800) --
Security deposits (14,961) --
Accounts payable 1,069,665 (865)
Payroll taxes payable (53,882) (95,564)
Other current liabilities 98,678 81,204
Payable to officer 197,194 (51,665)
Restricted cash - Escrow 75,000 --
----------- -----------
Net cash used by operating activities (729,095) (2,046,002)
----------- -----------
Cash flows used in investing activities:
Technology (553,376) (1,552,991)
Tooling (128,500) --
Equipment (2,750) --
Advances to related party (287,222) (1,478,503)
----------- -----------
Net cash used in investing activities (971,848) (3,031,494)
----------- -----------
Cash flows from financing activities
Proceeds from sale of common stock 774,332 --
Proceeds from sale of preferred C stock 890,000 --
Bank overdraft 2,930 --
Proceeds from loan 18,500 --
Increase in long term debt -- 5,017,803
Repayment of note payable -- (19,468)
----------- -----------
Net cash provided by financing activities 1,685,762 4,998,335
----------- -----------
Increase (decrease) in cash (15,181) (79,161)
Cash at beginning of period 15,181 94,342
----------- -----------
Cash at end of period $ -- $ 15,181
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-4
SEAMLESS CORPORATION
f/k/a/ SEAMLESS WI-FI, INC.
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30,
2008 2007
-------- ----------
Cash paid for:
Interest $ -- $ --
Taxes $ -- $ --
Noncash investing, and financing activities
Common stock issued for services $ 52,575 $ 160,050
Preferred C stock issued for officer's compensation $ 200,000 $ --
Preferred C stock issued for deemed dividend $ 200,000 $ --
Preferred C stock issued for stock subscription receivable $ 200,000 $ --
Additional paid in capital recorded for third party payments $ 64,592 $ --
Common stock issued for employees' services $ 18,750 $ --
Common stock issued for conversion of preferred A stock
and settlling operating expenses $2,416,992
Common stock issued for conversion of preferred A stock $1,327,642
Common stock issued as collateral $ 10,750
Preferred C stock issued as collateral $1,200,000
Stock option issued for services $ 268,418
The accompanying notes are an integral part of these financial statements.
F-5
SEAMLESS CORPORATION
f/k/a SEAMLESS WI-FI, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD JULY 1, 2006 TO JUNE 30, 2008
COMMON STOCK CONVERTIBLE PREFERRED STOCK
------------------------------------------------------------------ ADDITIONAL
($0.001 PAR VALUE) SHARES SHARES PAID IN
SHARES AMOUNT A PAR $.001 C PAR $.001 AMOUNT CAPITAL
------ ------ ------------ ----------- ------ ----------
Balance June 30, 2006 344,927 $ 345 945,541 300,000 $1,245 $ 18,162,390
--------------------------------------------------------------------------------
Common stock issued for Services 36,005 36 160,014
Common stock issued for
conversion of Preferred A stock
to settle operating expenses 5,000 5 (500) (1) 23,995
Common stock issued for
conversion of preferred A stock 4,461,270 4,461 (446,127) (447) (4,015)
Adjustment to additional paid in capital 3,857,124
Income for the fiscal year ended June 30, 2007
-----------------------------------------------------------------------------------------------------------------------------------
Balance June 30, 2007 4,847,202 $ 4,847 498,914 300,000 $ 798 $ 22,199,508
--------------------------------------------------------------------------------
Common stock issued for services 1,275,000 1,275 70,050
Common stock issued for
conversion of preferred A stock 221,273,700 221,274 (407,112) (407) (220,867)
Common stock issued as collateral 500,000 500 10,250
Pref A issued for conversion of common stock (5,100) (5) 510 1 4
Preferred A stock issued for
pending lending agreement 600,000 600 267,769
Issuance of preferred C stock 600,000 600 229,332
Preferred C stock issued for services 200,000 200 199,800
Preferred C stock issued for subscription
receivable 800,000 800 799,200
Preferred C stock issued as collateral 800,000 800 799,200
Adjustment to additional paid in capital 1,170,554
Fractional shares due to reverse stock split 161
Option issued for service 268,419
loss for the fiscal year ended June 30, 2008
-----------------------------------------------------------------------------------------------------------------------------------
BALANCE JUNE 30, 2008 227,890,963 $ 227,891 692,312 2,700,000 $3,392 $ 25,793,219
================================================================================
[table continued]
F-6a
STOCK
DEFERRED SUBSCRIPTION ACCUMULATED TREASURY
COMPENSATION RECEIVABLE (DEFICIT) STOCK TOTAL
------------ ---------- --------- ----- -----
Balance June 30, 2006 $(21,897,197) $100,000 $ (3,833,217)
-------------------------------------------------------------------------------
Common stock issued for Services 160,050
Common stock issued for
conversion of Preferred A stock
to settle operating expenses 24,000
Common stock issued for
conversion of preferred A stock 2,392,992
Adjustment to additional paid in capital 1,464,132
Income for the fiscal year ended June 30, 2007 3,209,669 3,209,669
-----------------------------------------------------------------------------------------------------------------------------------
Balance June 30, 2007 $ -- $ -- $(18,687,528) $100,000 $3,417,625
-------------------------------------------------------------------------------
Common stock issued for services 71,325
Common stock issued for
conversion of preferred A stock --
Common stock issued as collateral (10,750) --
Pref A issued for conversion of common stock --
Preferred A stock issued for
pending lending agreement 268,369
Issuance of preferred C stock 229,932
Preferred C stock issued for services 200,000
Preferred C stock issued for subscription receivable (530,000) 270,000
Preferred C stock issued as collateral (800,000) --
Adjustment to additional paid in capital 1,170,554
Fractional shares due to reverse stock split
Option issued for service 268,419
loss for the fiscal year ended June 30, 2008 (1,993,336) (1,993,336)
-----------------------------------------------------------------------------------------------------------------------------------
BALANCE JUNE 30, 2008 $ -- $(1,340,750) $(20,680,864) $100,000 $ 3,902,888
===============================================================================
The accompanying notes are an integral part of these financial statements.
F-6
SEAMLESS CORPORATION
F/K/A SEAMLESS WI-FI INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND OPERATIONS
Prior to December 31, 1997, Seamless Corporation ("The Company") formerly known
as Seamless Wi-Fi, 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 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. As of June 30, 2008, Skyy-Fi closed the
internet service and tech support for these 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
Infrastructure 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.
In December 2005, the Company started a hosting company Seamless Internet
offering Seamless clients a high-security hosting facility.
In July 2008, the Company changed the name of its subsidiary, Seamless Skyy-Fi,
Inc. to Seamless Tek Labs, Inc. The Company's subsidiary, Seamless Peer 2 Peer
Inc. became a subsidiary of Seamless Tek Labs, Inc. Both Tek Labs and Peer 2
Peer will concentrate on software development.
F-7
In July 2008, the Company started a marketing company, Seamless Sales, LLC for
all of the products the Company and its subsidiaries produce.
In July 2008, the Company changed its name from Seamless Wi-Fi, Inc. to Seamless
Corporation which was approved by the Board of Directors.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The financial statements include the accounts of the Company and its wholly
owned subsidiaries and majority-owned subsidiary. They have been prepared in
conformity with (i) accounting principles generally accepted in the United
States of America; and (ii) the rules and regulations of the United States
Securities and Exchange Commission. All significant intercompany accounts and
transactions between the Company and its subsidiaries have been eliminated in
consolidation.
RECLASSIFICATIONS
Certain reclassifications have been made in the 2008 financial statements to
conform to the 2007 presentation. These reclassifications did not have any
effect on net income (loss) or shareholders' equity.
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.
ACCOUNTS RECEIVABLE
Accounts receivable are judged as to collectibility by management and an
allowance for bad debts has not been established.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost and depreciated using the straight-line
method over the estimated useful life of the assets, which is generally three to
five years for computers and computer related equipment and five to seven years
for 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.
F-8
INVESTMENTS
Investments are stated at the lower of cost or market value.
INVENTORY
Inventory is valued at lower of cost (first-in, first out method) or market.
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 to product
specifications. 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. For the years
ended June 30, 2008 and June 30, 2007, there was no amortization for the
capitalized costs.
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. Advertising costs were
$155,135 and $76,250 for the years ended June 30, 2008 and 2007, respectively.
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.
F-9
The Company adopted the provision of FASB Interpretation ("FIN") No. 48,
Accounting for Uncertainty in Income Taxes, on January 1, 2008.
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. At June 30, 2008, Series A
Preferred shares are convertible to 6,923,120,000 common shares and Series C
Preferred shares are convertible to 450,000,000 common shares. Because the
convertible preferred shares have an anti-dilutive effect, there is no
difference between basic and diluted earnings per share.
STOCK BASED COMPENSATION
The Company had adopted 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". There were no employee stock options granted
during the year ended June 30, 2008 and June 30, 2007. A non-employee stock
option was issued during the third quarter of year 2008. It is disclosed in Note
8.
NEW ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued Statement of Financial Accounting Standards,
"SFAS" No. 157, Fair Value Measurements ("SFAS No. 157"). SFAS No. 157 clarifies
the principle that fair value should be based on the assumptions market
participants would use when pricing an asset or liability and establishes a fair
value hierarchy that prioritizes the information used to develop those
assumptions. Under the standard, fair value measurements would be separately
disclosed by level within the fair value hierarchy. SFAS No. 157 is effective
for financial statements issued for fiscal years beginning November 15, 2007,
and interim periods within those fiscal years, with early adoption permitted.
The Company believes that the adoption of SFAS No. 157 will not have a material
impact on its financial position, results of operations or cash flows.
In December 2007, the Financial accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. ("SFAS") 141 (revised 2007),
Business Combinations, which replaces SFAS 141. SFAS 141R establishes principles
and requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed and the
goodwill acquired. SFAS 141R also establishes disclosure requirements that will
enable users to evaluate the nature and financial effects of the business
combination. SFAS 141R is effective as of the beginning of an entity's fiscal
year that begins after December 15, 2008 and will be adopted by the Company in
the first quarter of fiscal 2010. While the Company expects that SFAS 141R may
F-10
have an impact on accounting for business combinations once adopted, the effect
is dependent upon acquisitions occurring.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements - An Amendment of ARB No. 51 (SFAS 160). SFAS
160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary. SFAS 160 also requires that a retained noncontrolling
interest upon the deconsolidation of a subsidiary be initially measured at its
fair value. SFAS 160 is effective for the Company's 2010 fiscal year. Upon
adoption of SFAS 160, the Company will be required to report its noncontrolling
interests, if any, as a separate component of shareholders' equity. The Company
does not expect the adoption of SFAS No. 161 to significantly impact its
financial position, results of operations or cash flows.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities-an amendment of FASB Statement No. 133"
("SFAS No. 161"). SFAS No. 161 requires enhanced disclosure related to
derivatives and hedging activities and thereby seeks to improve the transparency
of financial reporting. Under SFAS No. 161, entitles are required to provide
enhanced disclosures relating to: (a) how and why an entity uses derivative
instruments; (b) how derivative instruments and related hedge items are
accounted for under SFAS No. 133. "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS No. 133"), and its related interpretations; and (c)
how derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. SFAS No. 161 must be applied
prospectively to all derivative instruments and non-derivative instruments that
are designated and qualify as hedging instruments and related hedged items
accounted for under SFAS No. 133 for all financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with early
application permitted. The Company does not expect the adoption of SFAS No. 161
to significantly impact its financial position, results of operations or cash
flows.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles." This Statement identifies the sources of accounting
principles and the framework for selecting the principles used in the
preparation of financial statements. This Statement is effective 60 days
following the SEC's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411. "The Meaning of Present Fairly in Conformity with
Generally Accepted Accounting Principles." The Company is currently evaluating
the potential impact the new pronouncement will have on its consolidated
financial statements.
In April 2008, the FASB issued FASB Staff Position ("FSP") FAS 142-3,
"Determination of the Useful Life of Intangible Assets." This FSP amends the
factors that should be considered in developing renewal or extension assumptions
used to determine the useful life of a recognized intangible asset under FASB
Statement No. 142, "Goodwill and Other Intangible Assets" ("SFS 142"). The
intent of this FSP is to improve the consistency between the useful life of a
recognized intangible asset under SFAS 142 and the period of expected cash flows
used to measure the fair value of the asset under SFAS 141R, and other GAAP.
This FSP is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal years. Early
adoption is prohibited. The Company is currently evaluating the potential impact
the new pronouncement will have on its consolidated financial statements.
F-11
NOTE 3: OPERATIONS AND LIQUIDITY
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. At June 30, 2008 the Company had an accumulated deficit of
$20,680,864.
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 4: INVENTORY
Inventory consists of parts and materials held by a manufacturer in China.
NOTE 5: PROPERTY AND EQUIPMENT, AT COST
Property and equipment consists of the following:
June 30,
-------------------------------
2008 2007
---------- ----------
Machinery and Equipment $ 98,001 $ 95,251
Technology 2,076,704 0
Tooling 128,500 0
---------- ----------
2,303,205 95,251
Less: Accumulated
Depreciation 76,169 44,093
---------- ----------
2,227,036 51,158
========== ==========
Estimated useful life for machinery and equipment is 5 years. The production for
tooling and technology is not completed and the estimated useful life is not
determined yet.
Depreciation expense for the years ended June 30, 2008 and 2007 was $32,076 and
$31,749 respectively.
No amortization has been taken on tooling and technology as the production of
inventory has not commenced as of June 30, 2008.
NOTE 6: LONG TERM DEBT
During the year ended June 30, 2007, the Company entered into a loan
satisfaction agreement with Ayuda Funding, LLC. The agreement provided the
Company would transfer 1,000,000 shares of 1st Global Financial Corporation
common stock and 500,000 shares of DLR Funding, Inc. common stock, valued at $1
per share to Ayuda Funding, LLC as payment in full of loans and interest
totaling $4,904,508.
In addition, Ayuda Funding, LLC converted 76,027 shares of Series A Preferred
Stock into 760,270,000 shares of common stock due to a default on one of the
notes, valued at $2,392,992, and as a payment of the loan plus interest.
F-12
NOTE 7: OTHER CURRENT LIABILITIES
Other current liabilities consist of the following:
JUNE 30, 2008 JUNE 30, 2007
------------- -------------
Accrued Payroll $ 54,656 $ 0
Credit cards payable 0 316,228
Payable to Integrated Communication 0 235,585
Alpha Tooling acquisition 0 276,187
Other current liabilities 800 0
-------- --------
$ 55,456 $828,000
======== ========
(1) Payments in varying amounts are due monthly with interest at 18%
per annum.
(2) Results from contract cancellation.
NOTE 8: RELATED PARTY TRANSACTIONS
During the year ended June 30, 2008, Reda Family Trust converted 10,000
preferred stock shares into 100,000,000 shares of common stock. The trust owns
44% of total common stock shares as of June 30, 2008.
Al Reda, the Company's Chief Executive Officer, Chief Financial officer and a
member of the Board of Directors, is a trustee of the trust.
The Company had the following loans and advances to related parties:
June 30, 2008
-------------
Allowance
Loan/Advance for uncollectible Balance
Balance Loans/advances Net
---------- ---------- ----------
Carbon Jungle, Inc. (B) 243,332 243,332 0
DLR Funding (D) 1,000,153 1,000,153
1st Global Financial Service (E, F) 1,442,847 1,442,847
---------- ---------- ----------
Total $2,686,332 $ 243,332 $2,443,000
========== ========== ==========
June 30, 2007
-------------
Allowance
Loan/Advance for uncollectible Balance
Balance Loans/advances Net
---------- ---------- ----------
Accepted Sale (A) $ 338,033 $ 0 $ 338,033
Carbon Jungle, Inc. (B) 236,543 236,543 0
DK Corp. (C) 98,160 98,160 0
DLR Funding (D) 791,236 0 791,236
1st Global Financial Service (E, F) 1,487,961 0 1,487,961
---------- ---------- ----------
Total $2,951,933 $ 334,703 $2,617,230
========== ========== ==========
F-13
The Company wrote off uncollectible notes receivables due from Accepted Sales
and DK Corp. because these companies are out of business and there were no
distributable assets.
The above interest at annual rates ranges from 6% to 12%. The net balance at
June 30, 2008 is $2,443,000 and it matures in the quarter ending March 31, 2009.
The Company has recorded interest income on the above for the year ended June
30, 2008 and 2007 in the amount of $317,380 and $143,130.
During the year ended June 30, 2006, the company owned 19% of the common stock
of 1st Global Financial Services, Inc. (1st Global). Accepted Sales is a wholly
owned subsidiary of 1st Global. Albert Reda, the Company's CEO, is a director of
1st Global. 1st Global is in the debit/credit carding processing business and is
in the process of becoming a credit card processor. 1st Global may collaborate
with the Company to market Seamless Skyy-Fi services to its merchants. The
Company has made advances to 1st Global until they can obtain permanent
financing from other sources.
As of June 30, 2007, the Company owned 4.9% of the common stock of 1st Global
Services, Inc. This decrease of ownership was due to the Company having entered
into a loan satisfaction agreement with Ayuda funding, LLC. The agreement
provided for the Company transferring to Ayuda Funding, LLC 1,000,000 shares of
its 1st Global common stock and 500,000 shares of its DLR Funding, Inc. common
stock as payment in full of loans and interest totaling $4,904,508. (See Note 5:
Long Term Debt.)
A. Accepted Sales is a division of 1st Global Financial Services noted
below.
B. The President of the Company was a Director of this company; the
Secretary of the Company is an officer of this company.
C. DK Corp. is a business owned by David Karst, Creditor Trust trustee.
The trust was terminated on March 2007.
D. The President of the Company is a stockholder and was a director of
this company. The Secretary of the Company is an officer and
stockholder of this company.
E. The President of the Company is a stockholder and was a 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.
F. The President of the Company was an officer of this company.
NOTE 9: STOCKHOLDER'S EQUITY
The Company is authorized to issue 10,990,000,000 shares of common stock, par
value $0.001 per share, 4,000,000 shares of convertible Series A Preferred
Stock, par value $0.001 per share, 1,000,000 shares of convertible Series B
Preferred Stock, par value $0.001 per share, and 5,000,000 shares of convertible
Series C Preferred Stock, par value $0.001 per share.
The par value of Series C Preferred stock was adjusted to additional paid in
capital in the balance sheet dated June 30, 2007 to reflect the change stated in
the Certificate of Amendment filed on February 1, 2008: for each one thousand
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shares of the Company's common stock, par value $0.001 per share, issued and
outstanding to be changed into one share of common stock, par value $0.001 per
share of the Company. The reverse stock split became effective on February 15,
2008 and the Company's new symbol is SMWF.
The Board of Directors has the authority to issue such shares of common and/or
preferred stock in one or more series, with such voting powers, designations,
numbers, preferences and rights or qualifications, limitations, restrictions or
other distinguishing characteristics thereof as shall be stated in the
resolution or resolutions.
The Board of Directors has adopted the following resolutions regarding the
preferred stock.
LIQUIDATION RIGHTS. In the event of any liquidation, dissolution or
winding up of the corporation, after setting apart or paying in full
the preferential amounts due to holders of senior capital stock, if
any, the holders of Series "A" "B" "C" Preferred Stock and parity
capital stock, if any, shall be entitled to receive, prior and in
preference to any distribution of any of the assets of surplus funds of
the corporation to the holders of junior capital stock, including
Common Stock, an amount equal to approximately $1.88 per share.
DIVIDENDS. The Preferred Stock shall not be entitled to receive any
dividends.
CONVERSION RIGHTS. Each share of Series "A" Preferred Stock shall be
convertible, at the option of the holder, into 10,000 fully paid and
non-assessable shares of the Company's Common Stock. Each share of
Series "B" Preferred Stock shall be convertible, at the option of the
holder, into 1,000 fully paid and non-assessable shares of the
Company's Common Stock. Each share of Series "C" Preferred Stock shall
be convertible at the option of the holder, based upon the following
formula: one Share of "C" Preferred Stock shall convert into One Dollar
worth of fully paid and non-assessable shares of the Company's Common
Stock based upon the most recent 10 day average closing price effective
the date of receipt of the conversion request.
VOTING RIGHTS. The holders of shares of Preferred Stock shall be
entitled to vote on any matters considered and voted upon by the
corporation's Common Stock. The holders of the Preferred Stock are
entitled to one vote per converted common share.
MANDATORY REDEMPTION. There shall be no mandatory redemption for
preferred stocks.
STOCK ISSUANCE
During the fiscal year ended June 30, 2007, the following securities were
issued.
Ayuda Funding, LLC converted 175,000 shares of Series A Preferred Stock into
1,750,000 shares of common stock.
Ayuda Funding, LLC converted 76,027 shares of Series A Preferred Stock into
760,270 shares of common stock to pay back Ayuda in the amount of $2,392,992.
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36,005 shares of common stock were issued for services and expensed for
officer's compensation at $160,050.
500 shares of Series A Preferred Stock were converted into 5,000 shares of
common stock for consulting services and expensed at $24,000.
Global Debit Card Ltd. converted 100 shares of Series A Preferred Stock valued
at $0.10 into 1,000 shares of common stock valued at $1,000.
During the fiscal year ended June 30, 2008, the following securities were
issued.
407,112 shares of Series A Preferred Stock were converted into 221,273,700
shares of common stock.
600,000 shares of Series C Preferred Stock were issued to Ayuda Funding, LLC for
$900,000. The shares are convertible to common stock worth $600,000.
200,000 shares of Series C Preferred Stock were issued for $200,000 as officer's
compensation.
400,000 shares of Series C Preferred Stock were issued to Adobe Oil Development
Corp. for $200,000. The shares are convertible to common stock worth $400,000
and $200,000 was recorded as deemed dividend for beneficiary conversion feature.
$130,000 was outstanding as stock subscription receivable at June 30, 2008.
5,100 common stock shares were converted to 510 shares of Series A Preferred
Stock.
500,000 common stock shares were issued to DC Assembly for a production in China
as a collateral.
400,000 shares of Series C Preferred Stock were issued to DC Assembly for a
production in China as a collateral.
The Company has a funding agreement with Alpha Blue, Inc. to receive up to
$5,000,000. Alpha Blue paid $240,000 in the third quarter and the Company issued
100,000 shares of Series A preferred Stock.
The Company has a funding agreement with MAKR, Inc. that is to provide a fund up
to $600,000 for a production in China. The Company issued 800,000 shares of
Series C Preferred Stock as a collateral.
Dettman Group was granted an option to purchase 975,000 shares of common stock
at a strike price of $0.01 as a consulting fee. The option was evaluated to be
worth $268,418.
NOTE 10: 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 $20,000,000 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
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forwards is approximately $7,000,000 for both years ended June 30, 2008 and
2007. 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 June 30, 2008.
The Company adopted the provision of FASB Interpretation ("FIN") No. 48,
Accounting for Uncertainty in Income Taxes, on January 1, 2008. The
implementation of FIN No. 48 did not have any effect on the financial
statements.
NOTE 11: COMMITMENTS AND CONTINGENCIES
LEASE
The Company entered into lease agreements for an office space which expires on
August 31, 2010 and a server co-location facility which expires on November 2,
2010. The Company rents additional office space in Nevada, on a month to month
basis. Rent expense under these leases for the years ended June 30, 2008 and
2007 were $150,875 and $47,222, respectively. The annual minimum future lease
payments required under the Company's operating leases are as follows.
June 30, 2009 $168,840
June 30, 2010 $168,840
June 30, 2011 $ 47,890
---------
Total $385,570
========
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
settlement agreement with Globalist. However, Globalist later rejected the
settlement agreement and an appeal was filed in the second quarter with the
appellate court by the Company seeking confirmation of the settlement agreement.
This liability has been recorded in the accompanying financial statements.
EMPLOYMENT CONTRACT
The Company has an employment contract with their Chief Executive Officer,
Albert Reda that calls for a base salary of $300,000 for the year ended June 30,
2008 and thereafter, a base salary of $25,000 a month from July 2007 until its
expiration date in June 2012. In the event that the company becomes profitable
according to generally accepted accounting principles, the employee's monthly
salary shall be increased to $30,000 for the remainder of the employment term.
In addition, the contract includes a bonus that will be determined by the
company's Board of Directors.
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NOTE 12: 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.
Information on reportable segments is as follows:
Years Ended
June 30, 2008 June 30, 2007
----------- -----------
Wi-Fi ISP net sales $ 22,152 $ 41,229
Internet Sales 0 1,488
Peer 2 Peer Sales 0 0
Cost of Wi-Fi sales (46,215) (165,580)
Cost and expenses (2,971,484) (2,551,404)
Other income 1,202,211 5,883,936
----------- -----------
Net income (loss) $(1,793,336) $ 3,209,669
=========== ===========
NOTE 13: SUBSEQUENT EVENTS
In July 2008, the Company changed the name of its subsidiary, Seamless Skyy-Fi,
Inc. to Seamless Tek Labs, Inc.
The Company's subsidiary, Seamless Peer 2 Peer, Inc. became a subsidiary of
Seamless Tek Labs, Inc. Both Tek Labs and Peer 2 Peer will concentrate on
software development.
In July 2008, the Company started a marketing company, Seamless Sales, LLC for
all of the products the Company and its subsidiaries produce.
In July, 2008 the Company changed its name from Seamless Wi-fi, Inc. to Seamless
Corporation which was approved by the Board of Directors.
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