-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F/ez4IG+WmbOnxBlS9j1IGtqWVVY1iGNgwjNEajhPSEIIYoRfUb5fk+yexHD2bG3 fiWdLPD9htIs2QkuzKoxYQ== 0001019687-07-001628.txt : 20070523 0001019687-07-001628.hdr.sgml : 20070523 20070523162345 ACCESSION NUMBER: 0001019687-07-001628 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070523 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20070523 DATE AS OF CHANGE: 20070523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEAMLESS WI-FI, INC. CENTRAL INDEX KEY: 0000880584 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 330845463 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20259 FILM NUMBER: 07874191 BUSINESS ADDRESS: STREET 1: 800 N. RAINBOW BLVD. SUITE 208 CITY: LAS VEGAS STATE: NV ZIP: 89107 BUSINESS PHONE: 775-588-2387 MAIL ADDRESS: STREET 1: 800 N. RAINBOW BLVD. SUITE 208 CITY: LAS VEGAS STATE: NV ZIP: 89107 FORMER COMPANY: FORMER CONFORMED NAME: INTERNET BUSINESS INTERNATIONAL INC DATE OF NAME CHANGE: 19990430 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL FOOD & BEVERAGE INC /DE/ DATE OF NAME CHANGE: 19930328 8-K 1 seamless_8k-052307.txt 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 ------------ Seamless Wi-Fi, Inc. -------------------- (Exact name of registrant as specified in its chapter) Nevada 0-20259 33-0845463 ------ ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation File Number) Identification No.) 800N. Rainbow Blvd, Suite 208 Las Vegas, Nevada 89107 ----------------- ----- (Address of principal executive offices) (Zip Code) (775)-588-2387 -------------- Registrant's telephone number, including area code N/A --- (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 ------------------------------------------------ By: Albert Reda Its: Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----