UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2007
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number: 000-20259
SEAMLESS WI-FI, INC.
--------------------
(Exact name of small business issuer as specified in its charter)
NEVADA 33-0845463
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
800 N. RAINBOW BLVD., STE. 200, LAS VEGAS, NV 89109
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(Address of principal executive offices)
(775) 588-2387
--------------
(Issuer's telephone number)
N/A
---
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of May 9, 2007, the number of shares of common stock issued and outstanding
was 3,548,768,509.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
INDEX
Page
Number
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheet - March 31, 2007 2
Statements of Operations -
For the three and nine months ended March 31, 2007 and 2006 3
Statements of Cash Flow -
For the nine months ended March 31, 2007 and 2006 4
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14
Item 3. Controls and Procedures 18
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
Item 3. Defaults Upon Senior Securities 19
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 5. Other Information 19
Item 6. Exhibits 19
SIGNATURES 20
1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEAMLESS WI-FI, INC.
f/k/a ALPHA WIRELESS BROADBAND, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
MARCH 31, 2007
--------------
ASSETS
Current assets
Cash $ 10,765
Accounts receivable 201,289
Notes receivable-related parties, current portion 709,116
Accrued interest receivable 182,663
------------
Total current assets 1,103,833
Property and equipment (net of accumulated depreciation $36,156) 59,095
Technology 1,381,045
Notes receivable - related parties (net of allowance $296,837) 1,588,263
Prepaid legal 5,000
Restricted cash 75,000
Security deposit 6,600
------------
TOTAL ASSETS $ 4,218,836
============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Accounts payable $ 467,900
Accrued expenses 211,000
Payroll taxes 128,706
Judgments payable 361,054
Other current liabilities 881,259
Payable to officer 11,804
Investment payable 100,000
Interest payable on long term debt 219,645
------------
Total current liabilities 2,381,368
Long term debt 4,648,333
------------
TOTAL LIABILITIES 7,029,701
Stockholders' deficiency
Preferred A stock, par value $0.001, 10,000,000 shares authorized,
693,914 shares issued and outstanding 693
Preferred B stock, par value $0.001, 10,000,000 shares authorized,
0 shares issued and outstanding -
Preferred C stock, par value $1.00, 5,000,000 shares authorized,
300,000 shares issued and outstanding 300,000
Common stock, par value $0.001, 11,000,000,000 shares authorized,
3,067,202,154 shares issued and outstanding 3,067,201
Additional paid-in capital 17,439,959
Accumulated other comprehensive loss (23,513,718)
------------
(2,705,865)
Less: Treasury stock at cost 105,000
------------
Total stockholders' deficiency (2,810,865)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 4,218,836
============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
2
SEAMLESS WI-FI, INC.
f/k/a ALPHA WIRELESS BROADBAND, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
March 31, March 31,
2007 2006 2007 2006
------------- ------------- ------------- -------------
Revenues $ 9,350 $ 8,581 $ 30,990 $ 18,535
Cost of revenues 42,900 51,340 103,484 85,783
------------- ------------- ------------- -------------
Gross Income (Loss) (33,550) (42,759) (72,494) (67,248)
------------- ------------- ------------- -------------
Expenses:
Selling, general and admin 184,389 141,124 479,829 437,761
Software development costs - 140,452 - 1,641,022
Consulting 129,243 70,024 486,094 844,413
Interest 95,838 - 299,975 -
Legal 92,492 114,283 268,785 221,254
Officer Payroll 101,549 119,280 379,080 410,730
Finance 58,333 212,500 88,333 212,500
Write down of investments - 270,384 - 270,384
Bad Debt 9,162 - 67,572 -
Depreciation and amortization 7,937 3,969 23,812 5,796
------------- ------------- ------------- -------------
Total Expenses 678,943 1,072,016 2,093,480 4,043,860
------------- ------------- ------------- -------------
Net loss from operations (712,493) (1,114,775) (2,165,974) (4,111,108)
Other income (expense)
Cancellation of indebtedness 250,454 58,827 465,737 649,080
Gain on disposal of equipment - - - 3,284
Interest income/(expense) 50,586 (60,803) 83,659 (1,272,348)
Other 56 (33,523) 56 147
------------- ------------- ------------- -------------
Loss before income taxes (411,397) (1,150,274) (1,616,522) (4,730,945)
------------- ------------- ------------- -------------
Minority interest - - - -
Income taxes (benefit) (note 8) - - - -
------------- ------------- ------------- -------------
Net Loss (411,397) (1,150,274) (1,616,522) (4,730,945)
============= ============= ============= =============
Basic and Diluted
loss per common shares $ (0.00) $ (0.01) $ (0.01) $ (0.05)
============= ============= ============= =============
Weighted average
basic and diluted common shares 133,750,923 101,517,955 133,750,923 101,517,955
============= ============= ============= =============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
3
SEAMLESS WI-FI, INC.
f/k/a ALPHA WIRELESS BROADBAND, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
March 31,
2007 2006
------------ ------------
Cash flows used in operating activities
Net loss from continuing operations $ (1,616,521) $ (4,730,945)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 23,812 17,724
Interest 208,638
Issuance of common stock for services 184,050 775,036
Issuance of common stock for payment of financing costs - 984,000
Write-down of capitalized software costs - 1,500,570
Write-down of investments - 270,384
Cancellation of indebtedness (465,737) (649,080)
Financing cost 148,333 212,500
Bad debt expense 67,573 -
Prepaid legal (5,000) -
Changes in operating assets and liabilities
Accounts receivable (201,289) -
Accrued interest receivable (71,570) -
Accrued expense 211,000 -
Accounts payable (469,150) 121,617
Other current liabilities 63,638 (353,432)
Payroll taxes payable (65,170) (7,759)
Judgements payable - (290,589)
Payable to officer 45,458 -
------------ ------------
Net cash used by operating activities (1,941,935) (2,149,974)
Cash flows used in investing activities:
Intangible assets (865,045) -
Equipment - (70,898)
Technology (50,000) (91,000)
Propriety software - (85,000)
Investments 88 -
Advances to related party (1,244,953) (132,099)
------------ ------------
Net cash used in investing activities (2,159,910) (378,997)
Cash flows from financing activities
Payment of credit line - (381,000)
Sale of common stock - 381,000
Purchase of treasury stock (5,000) -
Increase in long term debt 4,109,569 2,877,471
Repayment of notes payable (66,833) (79,500)
Repayment of advances from officer - (8,952)
Repayment of related party advances (19,468) (75,814)
------------ ------------
Net cash provided by financing activities 4,018,268 2,713,205
Increase (decrease) in cash (83,577) 184,234
Cash at beginning of period 94,342 270
------------ ------------
Cash at end of period $ 10,765 $ 184,504
============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS,
4
SEAMLESS WI-FI, INC.
f/k/a ALPHA WIRELESS BROADBAND, INC
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
(Unaudited)
Nine Months Ended
December 31,
------------
2007 2006
---- ----
Cash paid for:
Interest $ - $ -
Taxes $ - $ -
Noncash investing and financing activities
Common stock issued for services $ 160,050 $ 775,036
Common stock issued for payment of financing costs $ - $ 984,000
Common stock issued for officer's compensation $ - $ -
Common stock issued for conversion of preferred A stock and settle operating expenses $ 24,000 $ -
Common stock issued for conversion of preferred A stock by Ayuda Funding, LLC $2,392,992 $4,096,547
Common stock issued for conversion of preferred C stock $ - $ 400,000
Common stock and preferred stock issued for acquisition of assets $ - $ -
Common stock issued for investment $ - $ -
Subsidiary common stock issued for investment $ - $ -
SEE NOTES TO FINANCIAL STATEMENTS.
5
SEAMLESS WI-FI, INC.
F/K/A ALPHA WIRELESS BROADBAND, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND OPERATIONS
The accompanying unaudited financial statements of Seamless Wi-Fi, Inc. have
been prepared in accordance with generally accepted accounting principles (GAAP)
for interim financial information and with item 310(b) of Regulation SB.
Accordingly; they do not include all of the information and footnotes required
by GAAP for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the nine months
ended March 31, 2007 are not necessarily indicative of the results that may be
expected for the year ended June 30, 2007. These unaudited financial statements
should be read in conjunction with the audited financial statements and
footnotes thereto included in the Company's Form 10-KSB for the year ended June
30, 2006, as filed with the Securities and Exchange Commission.
PRINCIPLES OF CONSOLIDATION
The financial statements include the accounts of the Company and its wholly
owned subsidiaries and majority-owned subsidiary. All significant inter-company
accounts and transactions have been eliminated in consolidation.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Significant estimates include allowances for doubtful accounts and notes and
mortgage loans receivable. Actual results could differ from those estimates.
INVESTMENTS
Investments are stated at the lower of cost or market value.
PROPRIETARY SOFTWARE IN DEVELOPMENT
In accordance with SFAS No. 86, accounting for the Cost of Computer Software to
be Sold, Leased, or Otherwise Marketed Software ("FAS 86"), the Company has
capitalized certain computer software development costs upon the establishment
of technological feasibility. Technological feasibility is considered to have
occurred upon completion of a detailed program design which has been confirmed
by documenting and tracing the detailed program design is not pursued, upon
completion of a working model that has been confirmed by testing to be
consistent with the product design. Amortization is provided based on the
greater of the ratios that current gross revenues for a product bear to the
total of current and anticipated future gross revenues for that product. The
estimated useful life for the straight-line method is determined to be 2 to 5
years.
6
The unamortized computer software and computer software development costs were
$1,570,000 at September 30, 2005. During the quarter ended December 31, 2005 the
computer software development team failed to deliver the completed software
program as per agreement. The unamortized development cost was expensed and on
January 2006, a new computer software development team was contracted and the
costs related to the development will be expensed until the development of the
computer software program is completed. As of the third quarter ended March 31,
2007 for the fiscal year end June 30, 2007, there were no software development
expenses.
REVENUE RECOGNITION
For current Company operations, providing wireless Internet access, fees are
charged either to the proprietor of the Wi-Fi hotspot location or the customer
using the services. The fees paid by a proprietor for services provided on a
month-to-month basis are billed at the end of each month for which the service
is contracted. The fees paid by customers using the wireless Internet access are
paid at the time service is provided and therefore recorded as revenue at that
time.
ADVERTISING EXPENSE
All advertising costs are expensed when incurred.
CONCENTRATION OF CREDIT RISK
The Company is subject to credit risk through trade receivables. Monthly
Internet access fees and web hosting are generally billed to the customer's
credit card, thus reducing the credit risk. The Company routinely assesses the
financial strength of significant customers and this assessment, combined with
the large number and geographic diversity of its customers, limits the Company's
concentration of risk with respect to trade accounts receivable.
INCOME TAXES
The Company accounts for income taxes under the asset and liability approach of
reporting for income taxes. Deferred taxes are recorded based upon the tax
impact of items affecting financial reporting and tax filings in different
periods. A valuation allowance is provided against net deferred tax assets where
the Company determines realization is not currently judged to be more likely
than not. The Company and its 80% of more owned U.S. subsidiaries file a
consolidated federal income tax return. Although income tax returns have not
been filed since 1999, the Company has no material tax liability due to its
losses during these periods. The Company is currently having these income tax
returns prepared.
EARNINGS (LOSS) PER SHARE ("EPS")
Basic EPS is computed by dividing income (loss) by the weighted average number
of common shares outstanding for the period. Diluted EPS is computed giving
effect to all dilutive potential common shares that were outstanding during the
period. Dilutive potential common shares consist of incremental shares issuable
upon conversion of preferred stock outstanding.
STOCK BASED COMPENSATION
The Company has elected to early adoption of SFAS 123R which requires all share
based payments to officers, directors, and employees, including stock options to
be recognized as a cost in the financial statements based on their fair values.
The Company accounts for stock based grants issued to non-employees at fair
value in accordance with SFAS 123 and ETIF 96-18 "Accounting for Equity
Instruments That are Issued to Other Than Employees for Acquiring, or In
Conjunction with Selling, Goods, or Services". There were no options granted
during the nine months ended March 31, 2007 and 2006, respectively.
7
REVERSE STOCK SPLIT
The Company's Board of Directors effected a 1 for 1,000 reverse stock split of
its common stock $.001 par value on June 3, 2005. Accordingly all shares
information included in the consolidated financial statements has been adjusted
to reflect the reverse stock split. The reverse stock split did not change the
ratio for the conversion of the preferred stock which remained at 1 share of
Series A preferred stock converts into 10,000 shares of common stock.
NEW ACCOUNTING PRONOUNCEMENTS
In February 2007, the FASB issued Statement of Financial Accounting
Standards ("SFAS") No. 159. SFAS 159 permits all entities to choose to measure
eligible items at fair value at specified election dates. The Company is
currently assessing the impact of adopting SFAS 159 on its consolidated
financial statements.
In September 2006, the FASB issued Statement of Financial Accounting
Standards ("SFAS") No. 157, "Fair Value Measurements", which establishes a
framework for reporting fair value and expands disclosures about fair value
measurements. SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007 and interim periods within those
fiscal years. The Company is currently assessing the impact of the adoption of
this standard on its financial statements.
NOTE 2: GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
company as a going concern. The Company has experienced significant losses in
recent years, and as of the third quarter ended March 31, 2007 for fiscal year
end June 30, 2007 the stockholders' deficiency is $2,810,865 and working capital
deficiency is $1,277,535.
The Company is actively pursuing additional equity financing through discussions
with investment bankers and private investors. There can be no assurance the
Company will be successful in its effort to secure additional equity financing.
The Company's ability to continue as a going concern is contingent upon its
ability to secure financing and attain profitable operations. The financial
statements do not include any adjustment to reflect the possible future effects
on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the possible inability of the
Company to continue as a going concern.
NOTE 3: LONG TERM DEBT
During the fiscal year end of June 30, 2006, the Company borrowed $4,600,000
under three loan agreements with Ayuda Funding LLC of which 184,000 of
previously issued Series A convertible preferred shares are held as collateral.
Additional loans were acquired during the fiscal year end of June 30, 2007 in
the amount of $2,800,000 of which 120,000 of previously issued Series A
convertible preferred shares are held as collateral. These notes are in default
which allows the note holder to convert the preferred stock to common stock.
Proceeds from the converted stock paid off some of the notes. Interest on the
unpaid principal amount is 6.5% per annum due and payable quarterly commencing
June 21, August 1 and August 15, 2006, January 6, 2007, and April 5, 2007 until
such loan is paid in full. The total loan balance of $4,648,333 at March 31,
2007 is due and payable on January 5, 2010 with an accrued interest of $219,645.
8
NOTE 4: OTHER CURRENT LIABILITIES
Other current liabilities consist of the following:
Credit cards payable $ 376,371 (1)
Payable to Integrated Communication 228,701 (2)
Various liabilities assumed from
Alpha Tooling acquisition 276,187
---------
$ 881,259
=========
(1) Payments in varying amounts are due monthly with interest at 18% per annum.
(2) Results from contract cancellation.
NOTE 5: RELATED PARTY TRANSACTIONS
The Company has made the following loans and advances to related parties as of
March 31, 2007:
Allowance for
Loan/Advance for uncollectible Balance
Balance loans/advances Net
--------------- -------------- --------------
Accepted Sales (A) $ 338,533 $ 338,533
Carbon Jungle, Inc. (B) 198,677 $ 198,677 -
DK Corp. (C) 98,160 98,160 -
DLR Funding (D) 650,773 650,773
1st Global Financial Service (E,F) 1,308,074 1,308,074
--------------- -------------- --------------
Total: $2,594,217 $ 296,837 $ 2,297,380
=============== ============== ==============
The above interest at annual rates ranges from 6% to 12%. The net balance at
March 31, 2007 in the amount of $2,297,380 matures in the fiscal years ended
June 30 as follows:
2007 $ 400,877
2008 506,599
2009 1,389,904
-----------
$ 2,297,380
===========
(A) Accepted Sales is a division of 1st Global Financial Services noted below.
(B) The President of the Company is a Director of the Company; the Secretary of
the Company is an officer of this Company. During the nine months ended
March 31, 2007, the Company has lent Carbon Jungle an additional $ 67,572.
(C) DK Corp is a business held by David Karst. See Creditor Trust below.
(D) The President of the Company is a stockholder and director of this Company.
The Secretary of the Company is an officer and stockholder of this Company.
During the subsequent nine months ended March 31, 2007, the Company has
lent DLR Funding an additional $ 666,509 and received $ 121,835.
(E) The President of the Company is a stockholder and director of this Company.
The Secretary of the Company is an officer and stockholder of this Company.
A director of 1st Global is paid $10,000 per month by the Company, which is
recorded as a loan receivable by the Company. During the subsequent nine
months ended March 31, 2007, the Company has lent 1st Global an additional
$186,677 and received $193,271.
(F) The President of the Company is an officer of this Company.
9
The Company has recorded interest income on the above for the quarter ended
March 31, 2007 of fiscal year end June 30, 2007 in the amount of $ 182,663.
The Company owns 19% of the common stock of 1st Global Financial Services, Inc.
(1st Global). Accepted Sales is a wholly owned subsidiary of 1st Global. Albert
Reda, our CEO, is a director of 1st Global. 1st Global is in the debit/credit
card processing business and is in the process of becoming a credit card
processor. 1st Global will also collaborate with the Company to market Seamless
Skyy-Fi services to its merchants. Accordingly, the Company has made advances to
1st Global until they can obtain permanent financing from other sources.
Creditor Trust
As of September 30, 2005, the Company appointed Financial Services LLC as the
Trust Protector for the Creditor Trust. The Trust is currently managed by Albert
Reda who is also the Officer and the Company's President.
The Company's creditor trust was established to return the maximum amount to
beneficiaries and to allow the Company to continue operations without
interruption.
Following the submission and validation of claims, the trustee is to liquidate
the trust property and distribute the proceeds to the trust beneficiaries in a
manner deemed most beneficial.
NOTE 6: STOCKHOLDER'S EQUITY
ISSUANCE OF COMMON STOCK AND PREFERRED STOCK
The Board of Directors of the Corporation may from time to time authorize
by resolution the issuance of any or all shares of the Common Stock and the
Preferred Stock herein authorized in accordance with the terms and conditions
set forth in the Articles of Incorporation for such purposes, in such amounts to
such persons, corporations, or entities, for such consideration and in the case
of the Preferred Stock, in one or more series, all as the Board of Directors in
its discretion may determine and without any vote or either action by the
stockholders, except as otherwise required by law. The Board of Directors, from
time to time also may authorize by resolution, options, warrants and other
rights convertible into Common or Preferred stock (collectively "securities".
The securities must be issued for such consideration, including cash, property,
or services, as the Board of Directors may deem appropriate, subject to the
requirement that the value of such consideration be less than the par value of
the shares issued. Any shares issued for which the consideration so fixed paid
or delivered shall be fully paid stock and the holder of such shares shall not
be liable for any further call assessment or any other payment thereon, provided
that the actual value of such consideration is not less than the par value of
the shares so issued. The Board of Directors may issue shares of Common Stock in
the form of a distribution or distributions pursuant to a stock dividend or
split-up of the shares of the Common Stock only to ten holders of the
outstanding shares of the Common stock.
10
Preferred A shares converts as follows: 1 share of Preferred converts into
10,000 shares of common.
Preferred C shares converts as follows: one share of C which has a par value of
$1.00 converts into $1.00 worth of common shares.
Examples:
1. If the common stock 10 day average prior to the date of conversion, was
trading at $.10 per share, one share of preferred C would convert into 10 shares
of common.
2. If the common stock 10 day average prior to the date of conversion, was
trading at $.001 per share, one share of preferred C would convert into 1,000
shares of common.
STOCK ISSUANCE
During the third quarter ended March 31, 2007 for the fiscal year end June 30,
2007:
Ayuda Funding, LLC converted 87,500 shares of Series A Preferred Stock into
875,000,000 shares of common stock.
During the second quarter ended December 31, 2006 for the fiscal year end June
30, 2007:
Ayuda Funding, LLC converted 87,500 shares of Series A Preferred Stock into
875,000,000 shares of common stock.
7,905,000 shares of common stock were issued for services and expensed for
officer's compensation at $79,050.
During the first quarter ended September 30, 2006 for the fiscal year end June
30, 2007:
Ayuda Funding, LLC converted 76,027 shares of Series A Preferred Stock into
760,270,000 shares of common stock to payback Ayuda in the amount of $2,392,991.
Global Debit Card Ltd. converted 100 shares of Series A Preferred Stock valued
at $ 0.10 into 1,000,000 shares of common stock valued at $1,000.
500 shares of Series A Preferred Stock were converted into 5,000,000 shares of
common stock for consulting services and expensed at $24,000.
8,100,000 shares of common stock were issued for services and expensed for
officer's compensation at $81,000.
190,000,000 shares of common stock were issued by Ayuda Funding, LLC valued at
$190,000.
NOTE 7: INCOME TAXES
No provision for income taxes has been recorded in the accompanying financial
statements as a result of the Company's net operating losses. The Company has
unused tax loss carry forwards of approximately $24,000,000 to offset future
taxable income. Such carry forwards expire in the years beginning 2021. The
deferred tax asset recorded by the Company as a result of these tax loss carry
forwards is approximately $8,000,000 at March 31, 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 March 31, 2007.
11
NOTE 8: COMMITMENTS AND CONTINGENCIES
LEASE
The Company, through its Alpha Tooling Inc. subsidiary has entered into lease
agreements for office space and an automobile which will expire on June 14, 2007
and October 8, 2007, respectively. The Company rents additional office space in
Nevada, on a month to month basis. Rent expense under these leases for the nine
months ended March 31, 2007 and 2006 was $31,358 and $25,589, respectively.
LEGAL PROCEEDINGS
The Company is a party to the following legal proceedings:
GLOBALIST V. INTERNET BUSINESS'S INTERNATIONAL, INC. ET AL
----------------------------------------------------------
On March 30, 2006, the Superior Court of the State of California, County of
Orange, entered a judgment against us and other defendants, jointly and
severally, in the total amount of $452,714.79 in the matter of Globalist
Internet Technologies, Inc. vs. Iron Horse Holdings, Inc., et al.
EMPLOYMENT CONTRACT
The Company has an employment contract with their Chief Executive Officer,
Alfred Reda, that calls for a base salary of $240,000 for the year ended June
30, 2006 and an increase of $1,000 a month from July, 2006 until its expiration
date in January, 2007. In addition, the contract includes a performance bonus
based on the Company's sales levels from $2,000,000 to $12,000,000 in sales with
a bonus ranging from 500,000 to 3,000,000 shares of common stock.
NOTE 9: SEGMENT INFORMATION
In accordance with SFAS No. 131 "Disclosure about Segments of an Enterprise and
Related Information", management has determined that there are three reportable
segments based on the customers served by each segment: Such determination was
based on the level at which executive management reviews the results of
operations in order to make decisions regarding performance assessment and
resource allocation.
The Company is currently a start up business that is providing "Wireless
Internet" access at business locations and a developer and provider of a patent
pending software. In December 2005 the Company started a hosting company Alpha
Internet offering Seamless clients a high-security hosting facility (See Note 1:
Organization and Operations).
Certain general expenses related to advertising and marketing, information
systems, finance and administrative groups are not allocated to the operating
segments and are included in "other" in the reconciliation of operating income
reported below. Information on reportable segments is as follows:
12
Third quarter ended March 31,
2007 2006
----------- -----------
Wi-Fi ISP net sales $ 30,990 $ 18,535
Cost of Wi-Fi sales (103,484) (85,783)
Cost and expenses (2,093,480) (3,955,843)
Other net income 549,452 364,163
----------- -----------
Net loss $(1,616,522) $(3,224,478)
=========== ===========
NOTE 10: SUBSEQUENT EVENT
On May 8th Seamless Wi-Fi executed an agreement with Microsoft to acquire the
licenses for the mobile operating system of the S-XGen.
The agreement requires Seamless Wi-Fi to pay Microsoft $490,000 per year for two
years ending December 31, 2007 and December 31, 2008.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with our
financial statements, including the notes thereto, appearing elsewhere in this
Report.
FORWARD-LOOKING STATEMENTS
The following information contains certain forward-looking statements.
Forward-looking statements are statements that estimate the happening of future
events and are not based on historical fact. Forward-looking statements may be
identified by the use of forward-looking terminology, such as "may," "could,"
"expect," "estimate," "anticipate," "plan," "predict," "probable," "possible,"
"should," "continue," or similar terms, variations of those terms or the
negative of those terms. The forward-looking statements specified in the
following information have been compiled by our management on the basis of
assumptions made by management and considered by management to be reasonable.
Our future operating results, however, are impossible to predict and no
representation, guaranty, or warranty is to be inferred from those
forward-looking statements.
OVERVIEW
We have three operating subsidiaries: (1) Seamless Skyy-Fi, Inc. which provides
wireless Internet access (commonly known as "Wi-Fi") at 30 business locations;
(2) Seamless Peer 2 Peer, Inc. which develops and provides a patent pending
software program called Phenom(R) that encrypts Internet communications and
provides flexible telecom data and voice transport solutions, including its
Freek2Freek social network; and (3) Seamless Internet, Inc. which offers high
security hosting services for customers of Seamless Peer 2 Peer, Inc. and
Seamless Skyy-Fi, Inc. and which is also manufacturing and marketing an ultra
mobile personal computer named the S-XGen.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, our selected
financial information:
Nine Months Ended Nine Months Ended
March 31, 2007 March 31, 2006
(unaudited) (unaudited)
Revenues $ 30,990 $ 18,535
Cost of Revenues 103,484 85,783
------------- -------------
(Gross Loss) (72,494) (67,248)
Expenses 2,093,480 4,043,860
(Net Loss from Operations) (2,165,974) (4,111,108)
Other Income 549,452 (619,837)
(Net Loss) $ (1,616,522) $ (4,730,945)
(Net Loss) Per Share $ (0.01) $ (0.05)
Weighted Average Common Shares Outstanding 133,750,923 101,517,955
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NINE MONTHS ENDED MARCH 31, 2007 (UNAUDITED) COMPARED TO NINE MONTHS ENDED
DECEMBER 31, 2006 (UNAUDITED)
REVENUES
Revenues for the nine months ended March 31, 2007 were $30,990 compared to
$18,535 for the same period in 2006, an increase of 165%. This increase in
revenue was the result of further enhancement of Wi-Fi services at our Skyy-Fi
locations.
COST OF REVENUES
The cost of revenues for the nine months ended March 31, 2007 was $103,484
compared to $85,783 for the nine months ended March 31, 2006, an increase of
120%. The increase in cost of revenue is because of the cost of our enhanced
services offered by our Skyy-Fi hot spots.
OPERATING EXPENSES
Operating expenses decreased by approximately 52% from $4,111,108 for the nine
months ended March 31, 2006 compared to $2,165,974 for the nine months ended
March 31, 2007. This decrease in operating expenses was a result of a reduction
in the amount of write-offs that occurred during the previous corresponding
period.
OTHER INCOME
Other income for the nine months ended March 31, 2007 was $549,452 compared to a
loss of $619,837 for the same period in 2006. Other income consists primarily of
debt forgiveness from prior operations due to the fact that certain debts were
not paid within the prescribed time as required by law and we now have to report
that debt as income. During the corresponding period ended March 2006, the debt
forgiveness of $652,511 was offset by the increase in write-offs of $1,272,348.
INCOME TAX
No provision for income taxes has been recorded in the accompanying financial
statements as a result of the Company's net operating losses. The Company has
unused tax loss carry forwards of approximately $23,513,718 to offset future
taxable income. Such carry forwards expire in the years beginning 2021.
NET LOSS
We experienced a net loss from operations of $1,616,522 for the nine months
ended March 31, 2007 as compared to a net loss of $4,730,945 for the nine months
ended March 31, 2006. The decrease in the net loss is due to a reduction in the
write-offs of investments and of the developmental cost for the Phenom software
and a corresponding increase in the number of the weighed average shares issued
and outstanding.
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LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents totaled $1,103,833 and $184,504 at March 31, 2007 and
2006, respectively. Net cash used by operations was $1,941,935 for the period
ended March 31, 2007 compared to net cash used by operations of $2,149,974 for
the comparable period ended March 31, 2006.
As a result of our continuing losses, our working capital deficiency has
increased. We have funded our losses through an equity line of credit secured by
preferred stock. We have defaulted on repayment of certain loan amounts advanced
from the credit line and the lender took possession of the collateral. We
anticipate these losses will continue through 2007.
We have a working capital deficit of $1,277,535 as of March 31, 2007 compared to
a working capital deficit of $3,106,867 as of March 31, 2006. This is a decrease
in the working capital deficit from the previous year and we expect these
deficits to decrease as product development costs decrease and income increases
from revenue generated by sales of our products.
As shown in the accompanying financial statements, we have incurred an
accumulated deficit of $23,513,718 and a working capital deficit of
approximately $1,277,535 as of March 31, 2007. Our ability to continue as a
going concern is dependent on obtaining additional capital and financing and
operating at a profitable level. We intend to seek additional capital either
through debt or equity offerings and to increase sales volume and operating
margins to achieve profitability.
We will consider both the public and private sale of securities and/or debt
instruments for expansion of our operations if such expansion would benefit our
overall growth and income objectives. Should sales growth not materialize, we
may look to these public and private sources of financing. There can be no
assurance, however, that we can obtain sufficient capital on acceptable terms,
if at all. Under such conditions, failure to obtain such capital would
negatively impact our ability to timely meet our business objectives.
CRITICAL ACCOUNTING ESTIMATES
The preparation of our financial statements in conformity with accounting
principles generally accepted in the United States requires our management to
make certain estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. As such, in accordance with the use of
accounting principles generally accepted in the United States, our actual
realized results may differ from management's initial estimates as reported. A
summary of our significant accounting policies appears in the notes to the
financial statements which are an integral component of this Report.
USE OF ESTIMATES
The preparation of our consolidated financial statements is in conformity with
United States generally accepted accounting principles which 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.
16
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
as 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.
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.
NET OPERATING LOSS CARRY FORWARD
No provision for income taxes has been recorded in the accompanying financial
statements as a result of our net operating losses. We have unused tax loss
carry forwards of approximately $23,513,718 to offset future taxable income.
Such carry forwards expire in the years beginning 2021.
The deferred tax asset we recorded as a result of these tax loss carry forwards
is approximately $23,513,718 as of March 31, 2007. We have reduced the deferred
tax asset resulting from our tax loss carry forwards by a valuation allowance of
an equal amount as the realization of the deferred tax asset is uncertain. The
net change in the deferred tax asset and valuation allowance from July 1, 2006
to March 31, 2007 was an increase of approximately $1,616,521.
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.
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ITEM 3. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer (the "Certifying
Officers") are responsible for establishing and maintaining disclosure controls
and procedures for the Company. The Certifying Officers have designed such
disclosure controls and procedures to ensure that material information is made
known to them, particularly during the period in which this report was prepared.
The Certifying Officers have evaluated the effectiveness of the Company's
disclosure controls and procedures within 90 days of the date of this report and
believe that the Company's disclosure controls and procedures are effective
based on the required evaluation. There have been no significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On March 30, 2006, the Superior Court of the State of California, County of
Orange, entered a judgment against us and other defendants, jointly and
severally, in the total amount of $452,714.79 in the matter of Globalist
Internet Technologies, Inc. vs. Iron Horse Holdings, Inc., et al. On May 15,
2007 attorney's for the Company were paid $75,000 as payment in full in the
matter of Globalist Internet Technologies, Inc. vs. Iron Horse Holdings, Inc.,
et al.
To the best knowledge of management, there are no other legal proceedings
pending or threatened against us.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following Exhibits are filed herein:
NO. TITLE
--- -----
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
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SIGNATURES
In accordance with the Exchange Act, the registrant caused this report to
be signed on its behalf by the undersigned, duly authorized.
DATED: May 15, 2007 SEAMLESS WI-FI, INC.
/S/ALBERT REDA
--------------
By: Albert Reda
Its: Chief Executive Officer and
Chief Financial Officer (Principal
Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
20