UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 23, 2007
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Seamless Wi-Fi, Inc.
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(Exact name of registrant as specified in its chapter)
Nevada 0-20259 33-0845463
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
800N. Rainbow Blvd, Suite 208
Las Vegas, Nevada 89107
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(Address of principal executive offices) (Zip Code)
(775)-588-2387
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Registrant's telephone number, including area code
N/A
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(Former name or former address, if changed since last report)
Section 1 - Registrant's Business and Operations
Item 1.01 - Entry into a Material Definitive Agreement
On May 22, 2007, Seamless Wi-Fi, Inc. (the "Company") entered into an OEM
Mobility License Agreement (the "Agreement") with Microsoft Licensing, GP, a
Nevada general partnership, located in Texas ("MS"), the effective date which is
May 1, 2007.
The Agreement provides that MS will grant to the Company a non-exclusive,
limited license to use and distribute certain Microsoft software, tools and
utilities, associated product materials, and other items (collectively, the
"Licensed Products"). The Agreement has an expiration date of May 31, 2009. The
Company paid MS $245,000 upon the signing of the Agreement on May 22, 2007 and
will pay $18,848 per month through May 31, 2008, and $40,834 per month through
May 31, 2009. For each unit of Licensed Product distributed by the Company, the
Company has agreed to pay MS certain royalty rates set forth in a royalty
schedule.
There is no material relationship between the Company or its affiliates and any
of the parties, other than with respect to the Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: May 23, 2007 SEAMLESS WI-FI, INC.
/s/ Albert Reda
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By: Albert Reda
Its: Chief Executive Officer and Chief Financial
Officer (Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer)