-----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, SlcWjhn0oOsWJPvpxk4piytVeH4wT87WoHOFqXkwVKfRpXAL6Oe84TI8wZMNjp+2 kFfcZVvjShn1GtkP2/7Juw== 0001019687-09-003813.txt : 20091029 0001019687-09-003813.hdr.sgml : 20091029 20091029142950 ACCESSION NUMBER: 0001019687-09-003813 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20091029 DATE AS OF CHANGE: 20091029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEAMLESS Corp 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: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20259 FILM NUMBER: 091144176 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: SEAMLESS WI-FI, INC. DATE OF NAME CHANGE: 20060117 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 10-K 1 seamless_10k-063009.txt SEAMLESS CORPORATION 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, 2009 ------------- 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 -------------------- (Exact Name of Registrant as specific in its Charter) Nevada 33-0845463 ------ ---------- (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 800 N. Rainbow Blvd., Ste. 200, Las Vegas, NV 89109 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code (702) 448-1861 -------------- (Registrant's telephone number, including area code) 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 ----------------------------- INDICATE BY CHECK MARK IF THE REGISTRANT IS A WELL-KNOWN SEASONED ISSUER, AS DEFINED IN RULE 405 OF SECURITIES ACT. YES [ ] NO [X] INDICATE BY CHECK MARK IF THE REGISTRANT IS NOT REQUIRED TO FILE REPORTS PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE ACT YES [ ] NO [X] Indicate by check mark whether the registrant (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 whether the registrant has submitted electronically and posted on its Web site, if any every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the proceeding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K9229.405 of this chapter) 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. [ ] Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b -2 of the Exchange Act: Large Accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [ ] No [X] Aggregate market value of our common stock held by non-affiliates of the Registrant as of October 26, 2009 was approximately $1,598,908. The number of shares outstanding of the Registrant's common stock as of October 9, 2009: 15,989,080,963. DOCUMENTS INCORPORATED BY REFERENCE 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, 2007, 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; Annual Report on Form 10-KSB for the fiscal year June 30, 2008, filed on October 14, 2008; Annual Report on Form 10-K for the fiscal year June 30, 2008, filed on October 16, 2008; Quarterly Report on Form 10-Q for period ended September 30, 2008, filed on November 17, 2008; Quarterly Report on Form 10-Q for period ended December 31, 2008, filed on February 23, 2009; Quarterly Report on Form 10-Q for period ended March 31, 2009 filed on June 12, 2009; Quarterly Report on Form 10-Q/A for period ended March 31, 2009 filed on June 15, 2009; Quarterly Report on Form 10-Q/A for period ended September 30, 2008, filed on July 15, 2009; Current Report on Form 8-K, filed on July 16, 2009; Quarterly Report on Form 10-Q/A for period ended December 31, 2008, filed on July 22, 2009; Quarterly Report on Form 10-Q/A for period ended March 31, 2009 filed on July 24, 2009; Preliminary Information Statement Form 14C, filed on July 29, 2009 Preliminary Information Statement Form 14C/A, filed on August 13, 2009 Preliminary Information Statement Form 14C Amendment 2 filed on September 14, 2009 Definitive Information Statement From 14C, filed on October 9, 2009
TABLE OF CONTENTS Page -------- ITEM 1 DESCRIPTION OF BUSINESS................................................1 ITEM 2 DESCRIPTION OF PROPERTY................................................9 ITEM 3 LEGAL PROCEEDINGS.....................................................10 ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................10 ITEM 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTTERS.............10 ITEM 6 SELECTED FINANCIAL DATA ..............................................11 ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.................................12 ITEM 8 FINANCIAL STATEMENTS..................................................17 ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.................................18 ITEM 9A CONTROLS AND PROCEDURES...............................................18 ITEM 9B OTHER INFORMATION.....................................................19 ITEM 10 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT...................20 ITEM 11 EXECUTIVE COMPENSATION................................................20 ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS..........................22 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE...........................................22 ITEM 14 EXHIBITS..............................................................23 ITEM 15 PRINCIPAL ACCOUNTANT FEES AND SERVICES................................24 SIGNATURES....................................................................24 ITEM 1. DESCRIPTION OF BUSINESS. OVERVIEW OF BUSINESS - -------------------- Seamless Corporation has one operating subsidiary: Seamless Sales LLC which incorporates the TEK Labs, and TEK Ware. TEK Labs develops security software for accessing the Internet with 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, TEK Ware 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 Seamless Sales LLC which sells the products and software programs developed by Seamless Sales subsidiaries. The evolution of 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. Seamless Sales eCommerce activities started May of 2009 in association with Amazon on the new Seamless Sales eCommerce website (www.seamlesssale.com). The Amazon (www.amazon.com) partnership allowed Seamless to offer additional products that it currently does not carry BUSINESS - -------- SEAMLESS SALES TEK WARE Is the developer 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 to incorporate new features and functions has cumulated into the new S-Gen (Seamless Generation) Pocket Personal Computer these changes are 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 TEK WARE 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 1 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 In April 2009 Seamless TEK Ware became a subsidiary of Seamless Sales with the advent of it new online presence Seamless Sales of www.seamlesssale.com COMPETITION See Seamless Sales LLC section. MARKETING STRATEGY See Seamless Sales LLC section. 2 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 SALES TEK LABS TEK LABS 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: o Provides anonymous web browsing feature protecting your Identity online o Government grade 256bit AES Internet data encryption tunnel protecting against evil twins and other malicious Wi-Fi attacks S-SIB COMPLETE INCLUDES THE FOLLOWING AVG SECURITY SOFTWARE AND S-SIB STANDARD PLUS: o Anti-Virus (against viruses, worms and Trojans that may corrupt your data or disable your computer) o Anti-Spyware (against spyware that may monitor your activities or scan your computer for credit card information or passwords) o Anti-Rootkit (against hidden threats - rootkits that deliver malicious content) o HTTP scanning (screens downloads for malicious content) o AVG Active Surf-Shield (real-time protection from poisoned web pages) o AVG Search-Shield (safely click search results) o 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. 3 CHRONOLOGY OF TEK LABS 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 LLC section. MARKETING STRATEGY See Seamless Sales LLC section. AVAILABILITY OF DEVELOPMENT TEAMS TO IMPROVE THE SOFTWARE PROGRAMS There are sufficient Contract Software Development Teams to available to continually improve the S-SIB and Phenom software programs and there are also qualified individuals that can be brought on board to keep current with the software upgrades and developments. SEAMLESS SALES LLC Seamless Sales LLC offers TEK Ware and TEK LABS products for sale. 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. 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 TEK Ware and TEK LABS products and of other manufactures through its eCommerce website www.seamlesssale.com. 4 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. However we know that there are several well known companies that could become direct com 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 very 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. 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 9.0, 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 5 PHENOM The market for Internet based software services is highly competitive. There are substantial barriers for entry into the software internet service market. However the Phenom product is provides every aspect of online communication and collaboration and combines these features with government grade security and encryption, providing a unique blend of needed communication and security. This combined with an aggressive pricing structure favorably places Phenom in this market place. Our competition for PHENOM includes, but is not limited to, the following companies. o Citrix Systems, Inc. o 3AM Labs, Inc. o Amteus Ltd. o Securit-e-doc, Inc. MARKETING AND SALES PLAN SEAMLESS SALES ECOMMERCE SEAMLESS SALES ECOMMERCE WILL MARKET AND SELL PRODUCTS PRODUCED BY SEAMLESS SALES SUBSIDIARIES AND PRODUCTS DEVELOPED AND MANUFACTURED BY OTHERS. Seamless marketing plan also incorporates the following distribution channels: 1. Direct sales: Through our eCommerce website and through distribution agreements that target brick and mortar retail chain, B2B direct distribution into vertical market networks for example: healthcare providers, government agencies, defense contractors, military, non-profits, etc. 2. OEM distribution sales to private networks as well as general users. Furthermore, they will be able to bundle the Phenom software client software for handheld devices, PDA's, desktop computers and laptops. 3. Internet/online users as well as online retailers such as ECost.com 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 SALES COMPETITION The eCommerce sector is highly competitive with low barriers to entry and characterized by narrow profit margins. The most successful companies execute on selection, price, convenience, availability, and customer service. Peer competitors who offer products similar to Seamless Corporation are TigerDirect and Newegg. Newegg is an online-only retailer that sells computer hardware and software communications products. The second largest online retailer in the United States, the company has net sales of $2.1 billion with the majority of net sales consisting of I.T. products. Newegg recently expanded its product offering to consumer electronics sales and expanded its reach to China. TigerDirect is a subsidiary of Systemax and is an online retailer of consumer electronics with seven domestic and five international stores. The company has net sales of $2.7 billion with the majority consisting of online and catalog consumer electronics through rebate marketing to offer lower prices. The 6 TigerDirect product line first began as build-for-yourself PC kits, then evolved to computer and electronics, and finally expanded to refurbished brand name computers such as Gateway, HP, IBM, and eMachine. It acquired a traditional brick and mortar brand (CompUSA) in Jan 2008 to complement its TigerDirect web commerce and eCommerce brand. SEAMLESS CORPORATION 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) 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 7 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. his 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 There were no expenditures for research and development by Seamless during fiscal year ended June 20, 2009. Seamless spent $876,213 on research and development during the fiscal year ended June 30, 2008 EMPLOYEES As of the date hereof, we have two full-time employees and three 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, Las Vegas, Nevada 89107 Carson City, Nevada 89703 The Company entered into lease agreements for an office space which expires on August 31, 2010 and November 2, 2011. 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, 2009 and 2008 were $168,840,and $150,875, respectively. The annual minimum future lease payments required under the Company's operating leases are as follows. June 30, 2010 $ 168,840 June 30, 2011 $ 47,890 --------- Total $ 216,730 ========= 9 ITEM 3. LEGAL PROCEEDINGS 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. The current liability in the amount of $361,054 reflects the current liability of discontinued operations 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 ---- --- 2008 Fiscal Year ended June 30, 2008 *3rd Quarter ended March 31, 2008 0.51 0.0001 4th Quarter ended June 30, 2008 0.0227 0.0016 *on February 15, 2008 stock reverse 10,000 shares for one 2009 Fiscal Year ended June 30, 2009 1st QUARTER ended September 30, 2008......... 0.0004 0.0003 2nd QUARTER ended December 31, 2008 ......... 0.0002 0.0001 3rd QUARTER ended March 31, 2009............. 0.0001 0.0001 4th QUARTER ended June 30, 2009.............. 0.0002 0.0001 2010 Fiscal Year ended June 30, 2010 1st QUARTER ended September 30, 2009........ 0.0002 0.0001 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 October 9, 2009 there were approximately 1,383 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 During the fiscal year ended June 30, 2008, the following securities were issued. 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. 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. 125,000 shares of common stock were issued to employees for their services and $18,750 was recorded as such. 750,000 shares of common stock were issued to Wakabayashi and $39,375 was recorded as marketing service. 400,000 shares of common stock were issued for consulting service and $13,200 was recorded as such. During the fiscal year ended June 30, 2009, the following securities were issued: 10,000,000 shares of common stock were issued for consulting services and $10,000 was recorded as such. 320,000 shares of Series D Preferred Stock were issued to Alpha Blue Inc. in lieu of 320,000 shares of Series A Preferred Stock that was owed to Alpha Blue in consideration of $208,489 paid for Series A Preferred Stock. 80,000 shares of Series D Preferred Stock were issued to MAKR Inc. in lieu of 80,000 shares of Series C Preferred Stock that was owed to the MAKR Inc. In consideration of $106,544 paid for the Series C Preferred Stock. 28,550 shares of Series D Preferred Stock were issued to Omega Inc. in lieu of 285,500,000 shares of Common Stock that was owed to Omega Inc. in consideration of $28,350 paid for Common Stock. 858,298 shares of Series D Preferred Stock were issued to AR Corporation to settle an officer loan payable of $339,149. The loan payable was money due to Al Reda, the majority shareholder of AR Corporation. MAKR's stock subscription was $800,000 at June 30, 2008 and the payment of the $296,744 was received in the quarter ended September 30, 2008. At September 30, 2008 the remaining $97,856 was receivable and $405,400 was recorded as deemed dividend during the quarter ended September 30, 2008. Antigua LLC paid $100,000 for 500,000 shares of the Series A Preferred Stock which was issued in the year ended June 30, 2008. ITEM 6. SELECTED FINANCIAL DATA Not Applicable 11 ITEM 7. 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 has one operating subsidiary: Seamless Sales LLC which incorporates the TEK Labs, and TEK Ware. TEK Labs develops security software for accessing the Internet with 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, TEK Ware 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 Seamless Sales LLC which sells the products and software programs developed by Seamless Sales subsidiaries. The evolution of 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. Seamless Sales eCommerce activities started May of 2009 in association with Amazon on the new Seamless Sales eCommerce website (www.seamlesssale.com). The Amazon (www.amazon.com) partnership allowed Seamless to offer additional products that it currently does not carry. 12 RESULTS OF OPERATIONS The following table sets forth, for the years indicated, our selected financial information: 2009 2008 --------------- --------------- Revenues $ 608 $ -- Cost of revenues 25,149 30,245 --------------- --------------- Gross Income (Loss) (24,541) (30,245) --------------- --------------- Expenses: Selling, general and admin. 1,165,398 679,493 Consulting 113,644 337,559 Legal 335,116 349,239 Officer Payroll 300,000 327,221 Settlement fee 169,262 -- Loss on termination of productions contract 400,000 -- License Fee Write-Off 239,147 -- Depreciation and amortization 21,206 20,992 --------------- --------------- Total Expenses 2,743,773 1,714,504 --------------- --------------- Loss from continuing operations before interest and other items (2,768,314) (1,744,749) Other income Cancellation of indebtedness 48,476 48,476 Interest (399,961) (4,492) Financing fees (95,878) -- Unrealized Loss from change in derivatives liabilities (1,584,113) -- Other -- 1,491 --------------- --------------- Loss from continuing operations before income taxes (4,799,790) (1,699,274) Income taxes (benefit) (note 8) -- -- --------------- --------------- Loss from continuing operations (4,799,790) (1,699,274) Loss from discontinued operations (2,996,514) (94,062) (Benefit from) provision for income taxes -- --------------- --------------- Total discontinued operations (2,996,514) (94,062) --------------- --------------- Net loss (7,796,304) (1,793,336) Preferred C stock dividends-deemed (405,400) (200,000) --------------- --------------- Net loss available to common stockholders $ (8,201,704) $ (1,993,336) =============== =============== Basic and Diluted loss per common shares Loss from continuing operations, after preferred dividends $ (0.00) $ (0.09) Loss from discontinued operations (0.00) (0.00) --------------- --------------- Net loss available to common stockholders $ (0.00) $ (0.09) =============== =============== Weighted average basic and diluted common shares 2,877,813,045 21,332,651 =============== ===============
13 FISCAL YEAR ENDED JUNE 30, 2009 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2008 (AUDITED) Our revenues for the fiscal year ended June 30, 2009 of $608. There was no revenue for the fiscal year ended June 30, 2008 due to 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 $(4,799,790) from continuing operations the fiscal year ended June 30, 2009 as compared to a net loss from continuing operations of $(1,699,274) for the year ended June 30, 2008. The net loss overall which includes discontinued operations was $(8,201,704) for the fiscal year ended June 30, 2009 as compared to the net loss overall which includes discontinued operations was $(1,993,336) for the fiscal year ended June 30, 2008. OTHER: During the fiscal year ended June 30, 2009 the following expenses were incurred with funding the Company Interest Expenses, Financing fees and Derivatives liabilities Amortization of Debt Discount (339,961) Financing fees (95,878) Unrealized loss from change in derivative liabilities (1,584,113) These expenses will continue to occur as the company continues to raise capital through loan agreements, convertible preferred and convertible debenture agreements. LIQUIDITY AND CAPITAL RESOURCES Net cash used by operations activities of $(1,363,736) for the year ended June 30, 2009 increased by $(634,641) over the net cash used in operational activities of $(729,095) for the same period for the year ended June 30, 2008. Net cash provided by financing activities of $1,365,196 for the year ended June 30, 2009 decreased by $(320,566) over the net cash provided by financing activities of $1,685,762 for the same period for the year ended June 30, 2008 The Company will continue to seek additional debt and equity financing. After fiscal year ended June 30, 3009 the company raised additional capital through debt and equity financing as follows Shares Funds Received Proceeds from sale of Common stock 1,014,000,000 76,000 Proceeds from sale of preferred A stock 65,000 32,500 Proceeds from loan 64,000 ------------------------------------ Net cash provided by financing activities 172,500 ==================================== 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. 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 2 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. 14 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. Revenue Recognition Sales are recognized upon shipment of goods to customers. Amounts billed related to shipping and handling are included in net sales. 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, 2009 and June 30, 2008. A non-employee stock option was issued during the third quarter of year 2008. It is disclosed in Note 7. FAIR VALUE MEASUREMENTS On July 1, 2008, the Company adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements" as required for financial assets and liabilities. The adoption of SFAS No. 157 had no material impact on the Company's financial position, results of operations or cash flows during the year ended June 30, 2009. SFAS No. 157 was effective July 1, 2008 for financial assets and liabilities and will be effective July 1, 2009 for non-financial assets and liabilities. The standard provides guidance for establishing a frame work for measuring fair values of assets and liabilities. Under the standard, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. an exit price). The standard clarifies the principle that fair value should be based on the assumptions or inputs market participants would use when pricing the asset or liability. In support of this principle, SFAS No. 157 establishes a three level hierarchy for fair value measurements based on the quality or transparency of inputs used to measure the fair value of an asset or liability at the measurement date. The three levels are defined as follows: o Level 1 (the highest priority) - inputs to the valuation methodology are quoted market prices (unadjusted) for identical financial assets or liabilities in active markets. o Level 2 - inputs to the valuation methodology include quoted market prices for similar assets and liabilities in active markets, and inputs that are observable for an asset or liability, either directly or indirectly, for substantially the full term of a financial instrument. o Level 3 (the lowest priority) - inputs to the valuation methodology are unobservable and significant to the fair value measurement. These inputs reflect management's own assumptions about the assumptions a market participant would use in pricing a financial instrument. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level or priority of input that is significant to the fair value measurement of the financial asset or liability. The Company's only financial assets or liabilities subject to SFAS No. 157 are its conversion feature liability on its convertible debt. Following is a description of the valuation methodologies used to determine the fair value of the Company's financial assets including the general classification of such instruments pursuant to the valuation hierarchy. Fair Value Measurements at Reporting Date Using ----------------------------------------------- Quoted Prices in Active Markets Description June 30, 2009 for Identical Assets - -------------------------------------------------------------------------------- (Level 1) Conversion feature liability-convertible debt $ 1,426,044 $ 1,426,044 15 DERIVATIVE INSTRUMENTS AND BENEFICIAL CONVERSION FEATURES We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We review the terms of convertible debt and equity instruments we issue to determine whether there are embedded derivative instruments, including the embedded conversion option, that are required to be bifurcated and accounted for separately as a derivative financial instrument. When the ability to physical or net-share settle the conversion option is deemed to be not within our control, the embedded conversion option may be required to be accounted for as a derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. We may also issue options or warrants to non-employees in connection with consulting or other services they provide. Depending on their terms, these options and warrants may be accounted for as derivative instrument liabilities, rather than as equity. When the embedded conversion option in a convertible debt or equity instrument is not required to be bifurcated and accounted for separately as a derivative instrument, we review the terms of the instrument to determine whether it is necessary to record a beneficial conversion feature in accordance with EITF Issues 98-05 and 00-27. When the effective conversion rate of the instrument at the time is issued and eligible for conversion is less than the fair value of the common stock into which it is convertible, we may recognize a beneficial conversion feature, which is credited to equity and reduces the initial carrying value of the instrument. When convertible debt is initially recorded at less than its face value as a result of allocating some or all of the proceeds received to derivative instrument liabilities, to a beneficial conversion feature or to other instruments, the discount from the face amount, together with the stated interest on the convertible debt, is amortized over the life of the instrument through periodic charges to income using the effective interest method 16 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. 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 2009 fiscal year. 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 $28,000,000 and $20,000,000 at June 30, 2009 and June 30, 2008 respectively 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 $9,500,000 and $7,000,000 at June 30, 2009 and 2008 respectively. 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. ITEM 8. FINANCIAL STATEMENTS. The financial statements required to be filed pursuant to this Item 7 begin on page F-1 of this report. 17 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. ITEM 9A CONTROLS AND PROCEDURES (a) EVALUATION OF DISCLOSURES CONTROLS AND PROCEDURES We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Security Exchange Act of 1934 reports are recorder, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(C) and under the Securities Exchanged Act of 1934, as amended (the "Exchange Act"), as of June 30, 2009. Based on this evaluation, the chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that it files or submits under the Exchange Act recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. (b) Management's Annual Report on Internal Control over Financial Reporting Evaluation of Disclosure Controls and Procedures As of June 30, 2009, management preformed, with the participation of our Chief Executive Officer/Chief Financial Officer (who is the same person), and evaluation of the effectiveness of our disclosures controls and procedures as defined in Rules 13a-15 (e) and 15c-15 (e) of the Exchange Act. Our Disclosure controls and procedures controls and procedures are designed to ensure that information required to be disclosed in the report we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's forms, and that such information is accumulated and communicated to our management including our Chief Executive Officer/Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on the evaluation and the identification of the material weaknesses in our internal control over financial reporting described below, our Chief Executive Officer/Chief Financial Officer concluded that, as of June 30, 2009, our disclosure controls and procedures were not effective. Management's Report on Internal Control Over Financial Reporting The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under Exchange Act). The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial policies and procedures that: *pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; *provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and *provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our management, the Company assessed the effectiveness of the internal control over financial reporting as of June 30, 2009. In making this assessment, we used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of this assessment and on those criteria the Company concluded that a material weakness exists in the internal controls as of June 30, 2009. 18 A material weakness in the Company's internal controls exists in that, there is (1) limited segregation of duties amongst the Company's employees with respect to the Company's preparation and review of the Company's financial statements, and (2)a limited financial background and lack of appropriate experience and knowledge of U.S. GAAP and SEC reporting requirements amongst all of the executive officers and the board of directors. This material weakness may affect management's ability to effectively review and analyze elements of the financial statement closing process and prepare financial statements in accordance with U.S. GAAP. In making this assessment, our management used the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a result of the material weaknesses described above, our management concluded that as of October 13, 2009, we did not maintain effective internal control over financial reporting based on the criteria established in Internal Control - Integrated Framework issued by the COSO. This annual report does not include any attestation report of the company's registered public accounting firm regarding internal controls 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 that permit the company to provide only management's report in this annual report. We will be subject to this requirement for our next fiscal year ending June 30, 2010. (c) Changes in Internal Controls over Financial Reporting There have been no changes in our internal control over financial reporting that occurred during the year ended June 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, however the company plans to take steps to rectify these material weaknesses in the future which includes in part weekly reviews of accounts payable and accounts receivable by the chief financial officer with the new accounting personnel. While all of material weaknesses have not been remediated to date, we believe that all weaknesses identified will be remediated by the next reporting period. ITEM 9B OTHER INFORMATION IN AUGUST 2009, SEAMLESS CORPORATION through a wholly owned subsidiary acquired the Gadget Enterprise website for eCommerce for a total of 147,500,000 common shares. 19 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) 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 63 Director, Chief Executive Officer, Chief Financial Officer, Secretary 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. 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: ITEM 11. 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 $10,000. =============================================================================================================================== Name and Non-Equity Non-Qualified Principal Stock Option Incentive Deferred All Other Position Year Salary Bonus Awards Awards Plan Compensation Compensation Compensation Earnings Total ($) ($) ($) ($) ($) ($) ($) ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) - ------------------------------------------------------------------------------------------------------------------------------- Albert R. Reda, CEO, 2009 $300,000 $0 $0 $0 $0 $0 $0 $300,000 CFO, Secretary (Principal Executive Officer) - ------------------------------------------------------------------------------------------------------------------------------- 2008 $240,000 $0 $0 $0 $0 $0 $0 $240,000 - ------------------------------------------------------------------------------------------------------------------------------- 20 GRANTS OF PLAN-BASED AWARDS We did not grant any plan-based awards during this fiscal year ended June 30, 2009. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information for the named executive officers regarding the number of shares and underlying shares both exercisable and unexercisable stock options, as well as the exercise prices and expiration dates thereof, as of June 30, 2009. - ------------------------------------------------------------------------------------------- ---------------------------------------- Option Awards Stock Awards - -------------------------------------------------------------------------------------------- --------------------------------------- Name Number of Number of Equity Option Option Number of Market Equity Equity securities securities Incentive Exercise Expiration Shares of Value of Incentive Incentive Underlying Underlying Plan Awards: Price Date Units of Shares Plan Plan Awards Unexercised Unexercised Number of ($) Stock that or Units Awards: Market or Options Options Securities have not of Stock Number of Payout (#) (#) Underlying vested that Unearned Value of Unexercisable Unexercised Unexercised (#) have not Shares, Unearned Unearned vested Units or Shares, Options ($) other Units of (#) rights other rights that that have not vested not vested (#) ($) - ----------------------------------------------------------------------------------------------------------------------------------- Albert R. -0- -0- -0- $-0- -0- -0- -0- -0- -0- Reda, CEO, Secretary (Principal Executive Officer) - -----------------------------------------------------------------------------------------------------------------------------------
EMPLOYMENT AGREEMENTS 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 21 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 12. 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 15,989,080,963 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 1,021,770,000(3) 6.4% =========================================================================================
*Less than 1%. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. None. _______________ (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 100,000,000, shares of common stock held by the Reda Family Trust of common stock; and 30,000 shares of common shares of common stock held by Albert Reda and preferred shares held by others controlled by Albert Reda. 22 ITEM 14. 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) 3.8 Certificate of Designation, Number, Powers, Preferences and Other Rights and Qualifications, Limitations, Restrictions and Other Characteristics of Series "A,B,C, and D" Preferred Stock, dated June 25, 2009 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 10.11 Financial Agreements issued at various time during the fiscal year To Ended June 30, 2009 10.21 14 Code of Business Conduct and Ethics(8) 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. 23 ITEM 15. 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, 2009 and June 30, 2008. Demetrius' fees charged were as follows for the fiscal years ended June 30, 2009 and 2008 for professional services rendered: 2009 2008 --------------------- -------------------- Auditing services $56,000 $46,000 Other audit services 0 0 Income tax services 0 0 Other 0 0 --------------------- -------------------- $56,000 $46,000 ===================== ==================== 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 26, 2009 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) 24 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Seamless Corporation f/k/a Seamless Wi-Fi, Inc. We have audited the accompanying consolidated balance sheets of Seamless Corporation f/k/a Seamless Wi-Fi, Inc. as of June 30, 2009 and 2008, and the related statements of operations, changes in stockholders' equity (deficit), and cash flows for each of the two years in the period ended June 30, 2009. These consolidated financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these consolidated 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 consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Seamless Corporation f/k/a Seamless Wi-Fi, Inc. as of June 30, 2009 and 2008, and the results of its operations and their cash flows for each of the two years in the period ended June 30, 2009 in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that Seamless Corporation f/k/a Seamless Wi-Fi, 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 3. 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 28, 2009 F-1 SEAMLESS CORPORATION f/k/a/ SEAMLESS WI-FI, INC. CONSOLIDATED BALANCE SHEETS ASSETS June 30, 2009 June 30, 2008 ------------ ------------ Current assets Cash $ 1,460 $ -- Inventory -- 150,000 Prepaid license fees -- 490,000 Other current assets 22,634 6,800 Current assets of discontinued operations -- 2,996,512 ------------ ------------ Total current assets 24,094 3,643,312 Property and equipment (net of accumulated depreciation of $52,763 and $76,169 at June 30, 2009 and June 30, 2008, respectively) 2,077,331 2,227,036 Security deposit 13,910 21,561 TOTAL ASSETS $ 2,115,335 $ 5,891,909 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Bank overdraft $ -- $ 2,930 Accounts payable and accrued expenses 1,448,081 1,394,707 Other current liabilities 600 55,456 Loan Payable, net of $509,820 discount 399,941 -- Payable to officer 6,738 174,874 Preferred Stock Liability 3,088,805 -- Convertible Debt-Conversion Feature Liability 1,426,044 -- Current liabilities of discontinued operations 361,054 361,054 Total current liabilities 6,731,263 1,989,021 Commitments and contingencies (See Note 9) Stockholders' equity Preferred A stock, par value $0.001, 2,000,000 shares and 10,000,000 -- 692 shares authorized at June 30, 2009 and June 30, 2008; 618,403 shares and 692,312 shares issued and outstanding at June 30, 2009 and June 30, 2008. Preferred B stock, par value $0.001, 1,000,000 shares and 10,000,000 shares -- -- authorized at June 30, 2009 and June 30, 2008 zero shares issued and outstanding. Preferred C stock, par value $0.001, 3,000,000 shares and 5,000,000 authorized at -- 2,700 June 30, 2009 and June 30, 2008, 1,852,000 shares and 2,700,000 shares issued and outstanding at June 30, 2009 and June 30, 2008. Preferred D Stock, par value $0.001, 4,000,000 and zero shares authorized at 1,287 -- June 30, 2009 and June 30, 2008, 1,286,848 and zero shares issued and outstanding at June 30, 2009 and June 30, 2008 Common stock, par value $0.001, 19,990,000,000 shares and 11,000,000,000 10,348,081 227,891 shares authorized at June 30, 2009 and June 30, 2008. 10,348,080,963 shares and 227,890,963 shares issued and outstanding at June 30, 2009 and June 30, 2008 Additional paid-in capital 14,017,272 25,652,469 Stock subscription receivable -- (1,200,000) Accumulated deficit (28,882,568) (20,680,864) ------------ ------------ Total stockholders' equity (4,515,928) 4,002,888 Less: Treasury stock at cost (100,000) (100,000) ------------ ------------ Stockholders' equity (4,615,928) 3,902,888 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,115,335 $ 5,891,909 ============ ============ 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 YEAR ENDED JUNE 30, 2009 2008 --------------- --------------- Revenues $ 608 $ -- Cost of revenues 25,149 30,245 --------------- --------------- Gross Income (Loss) (24,541) (30,245) --------------- --------------- Expenses: Selling, general and admin. 1,165,398 679,493 Consulting 113,644 337,559 Legal 335,116 349,239 Officer Payroll 300,000 327,221 Settlement fee 169,262 -- Loss on termination of production contract 400,000 -- License Fee Write-Off 239,147 -- Depreciation and amortization 21,206 20,992 --------------- --------------- Total Expenses 2,743,773 1,714,504 --------------- --------------- Loss from continuing operations before interest and other items (2,768,314) (1,744,749) Other income (expense) Cancellation of indebtedness 48,476 48,476 Interest (399,961) (4,492) Financing fees (95,878) -- Unrealized Loss from change in derivative liabilities (1,584,113) -- Other -- 1,491 --------------- --------------- Loss from continuing operations before income taxes (4,799,790) (1,699,274) Income taxes (benefit) (note 8) -- -- --------------- --------------- Loss from continuing operations (4,799,790) (1,699,274) Loss from discontinued operations (2,996,514) (94,062) (Benefit from) provision for income taxes -- $ -- --------------- --------------- Total discontinued operations (2,996,514) (94,062) --------------- --------------- Net loss (7,796,304) (1,793,336) Preferred C stock dividends-deemed (405,400) (200,000) --------------- --------------- Net loss available to common stockholders $ (8,201,704) $ (1,993,336) =============== =============== Basic and Diluted loss per common shares Loss from continuing operations, after preferred dividends $ (0.00) $ (0.09) Loss from discontinued operations (0.00) (0.00) --------------- --------------- Net loss available to common stockholders $ (0.00) $ (0.09) =============== =============== Weighted average basic and diluted common shares 2,877,813,045 21,332,651 =============== =============== 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, 2009 2008 ----------- ----------- Cash flows used in operating activities Net income (loss) from continuing operations (4,799,790) $(1,699,274) Adjustments to reconcile net loss to used by operating activities: Depreciation and amortization 21,206 20,992 Noncash interest expense-debt discount 399,941 -- Unrealized Loss from Change in Derivative Liabilities 1,584,113 -- Noncash financing fee 95,878 -- Cancellation of indebtedness (48,476) (48,476) Noncash loss on issuance of preferred stock for termination of contract 400,000 -- Issuance of common stock for services 10,000 353,230 Issuance of preferred C stock for payment of expense -- 2,485 Interest expense -- 6,864 Licence Write off 239,146 -- Settlement Fee 19,261 -- Changes in operating assets and liabilities Accounts receivable -- 15,327 Inventory -- (150,000) Other current assets (15,834) (6,800) Security deposits 7,651 (14,961) Accounts payable 622,171 1,069,665 Payroll taxes payable -- (53,882) Other current liabilities (54,856) 98,678 Payable to officer 155,853 197,194 Restricted cash - Escrow -- 75,000 Discontinued operations -- (595,137) ----------- ----------- Net cash used by operating activities (1,363,736) (729,095) ----------- ----------- Cash flows used in investing activities: Technology -- (553,376) Tooling -- (128,500) Equipment -- (2,750) Discontinued operations -- (287,222) ----------- ----------- Net cash used in investing activities -- (971,848) ----------- ----------- Cash flows from financing activities Proceeds from sale of common stock -- 774,332 Proceeds from sale of preferred A stock 229,150 -- Proceeds from sale of preferred C stock 296,744 890,000 Proceeds from sale of preferred D stock 28,350 Bank overdraft (2,930) 2,930 Proceeds from loan 813,882 18,500 ----------- ----------- Net cash provided by financing activities 1,365,196 1,685,762 ----------- ----------- Increase (decrease) in cash 1,460 (15,181) Cash at beginning of period -- 15,181 ----------- ----------- Cash at end of period 1,460 $ -- =========== =========== 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 YEAR ENDED JUNE 30, 2009 2008 ---------- ---------- Cash paid for: Interest $ 21 $ -- Taxes $ -- $ -- Noncash investing, and financing activities Machinery & Equipment Writeoff $ 44,611 $ -- Tooling transferred to manufacturer in lieu of cash payment $ 128,500 $ -- Inventory transferred to manufacturer in lieu of cash payment $ 150,000 $ -- Accounts payable writeoff $ 558,569 $ -- Notes and accrued interest receivable write off $2,996,512 $ -- Prepaid license fee write off $ 490,000 $ -- Noncash financing fees $ 95,878 $ -- Preferred C stock issued for cancellation of production contract $ 400,000 $ -- Preferred C stock issued as collateral $ -- $1,200,000 Common stock issued for services $ 10,000 $ 71,325 Common stock issued for conversion of preferred C stock $ 758,000 $ -- Common stock issued as collateral $ -- $ 10,750 Common stock issued for conversion of preferred A stock $2,518,190 $1,327,642 Preferred A stock issued for conversion of preferred C stock $ 4,000 Preferred C stock issued for officer's compensation $ -- $ 200,000 Preferred A stock issued for conversion of preferred C stock $ 5,000 $ -- Preferred C stock issued for stock subscription receivable $ -- $ 200,000 Preferred D stock issued in exchange for officer loan $ 339,149 Deemed dividends recorded for Preferred C stock $ 405,400 $ 200,000 Stock option issued for services $ -- $ 268,418 Additional paid in capital recorded for third party payments $ -- $ 64,592 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, 2007 TO JUNE 30, 2009 Common Stock Convertible Preferred Stock Preferred Stock --------------------------------- ---------------------------- ---------------------- ($0.001 par value) Shares Shares Shares Shares Amount A Par $.001 C Par $.001 D Par $.001 $ Amount --------------- --------------- --------------- ----------- ----------- --------- Balance June 30, 2007 4,847,202 $ 4,847 498,914 300,000 -- $ 798 --------------- --------------- --------------- ----------- ----------- --------- Common stock issued for services 1,275,000 1,275 Common stock issued for conversion of preferred A stock 221,273,700 221,274 (407,112) (407) Common stock issued as collateral 500,000 500 Pref A issued for conversion of common stock (5,100) (5) 510 1 Preferred A stock issued for pending lending agreement 600,000 600 Issuance of preferred C stock 600,000 600 Preferred C stock issued for services 200,000 200 Preferred C stock issued for subscription receivable 800,000 800 Preferred C stock issued as collateral 800,000 800 Adjustment to additional paid in capital Fractional shares due to reverse stock split 161 Option issued for service 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 --------------- --------------- --------------- ----------- ----------- --------- Common stock issued for conversion of preferred A stock 2,518,190,000 2,518,190 (251,819) (252) Common stock issued for service 10,000,000 10,000 Common stock & preferred A stock issued for conversion of preferred C stock 10,000,000 10,000 4,000 (50,000) (46) Subscription Receivable paid for Pref C issued in previous year Preferred D Stock Issued 1,286,848 1,287 Preferred C Stock converted to Common Stock 7,480,000,000 7,480,000 (748,000) (748) Pref A issued for conversion of preferred C stock 5,000 (50,000) (45) Pref A & C Stock reclassified as a derivative liability 168,910 (2,300) Common Stock issued as payment for debt 102,000,000 102,000 Adjustment for cancellation of subscription Adjustment to additional paid in capital Loss for the fiscal year ended June 30, 2009 --------------- --------------- --------------- ----------- ----------- --------- Balance June 30, 2009 10,348,080,963 $ 10,348,081 618,403 1,852,000 1,286,848 $ 1,287 =============== =============== =============== =========== =========== ========= The accompanying notes are an integral part of these financial statements. (continued on next page) F-6 (continued from previous page) SEAMLESS CORPORATION f/k/a SEAMLESS WI-FI, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) FOR THE PERIOD JULY 1, 2007 TO JUNE 30, 2009 Additional Stock Paid in subscription Accumulated Treasury Capital receivable (Deficit) Stock Total --------------- --------------- --------------- --------------- --------------- Balance June 30, 2007 $ 22,199,508 $ -- $ (18,687,528) $ 100,000 $ 3,417,625 --------------- --------------- --------------- --------------- --------------- Common stock issued for services 70,050 71,325 Common stock issued for conversion of preferred A stock (220,867) -- Common stock issued as collateral 10,250 (10,750) -- Pref A issued for conversion of common stock 4 -- Preferred A stock issued for pending lending agreement 323,869 324,469 Issuance of preferred C stock 901,832 902,432 Preferred C stock issued for services 199,800 200,000 Preferred C stock issued for subscription receivable 1,012,063 (389,250) 623,613 Preferred C stock issued as collateral 799,200 (800,000) -- Adjustment to additional paid in capital 88,341 88,341 Fractional shares due to reverse stock split Option issued for service 268,419 268,419 loss for the fiscal year ended June 30, 2008 (1,993,336) (1,993,336) --------------- --------------- --------------- --------------- --------------- Balance June 30, 2008 $ 25,652,469 $ (1,200,000) $ (20,680,864) $ 100,000 $ 3,902,888 --------------- --------------- --------------- --------------- --------------- Common stock issued for conversion of preferred A stock (2,517,938) -- Common stock issued for service 10,000 Common stock & preferred A stock issued for conversion of preferred C stock (9,954) -- Subscription Receivable paid for Pref C issued in previous year (296,744) 800,000 503,256 Preferred D Stock Issued 668,796 670,083 Preferred C Stock converted to Common Stock (7,479,252) -- Pref A issued for conversion of preferred C stock 45 -- Pref A & C Stock reclassified as a derivative liability (2,018,675) (2,020,975) Common Stock issued as payment for debt (81,475) 20,525 Adjustment for cancellation of subscription 400,000 400,000 Adjustment to additional paid in capital 100,000 100,000 Loss for the fiscal year ended June 30, 2009 -- (8,201,704) (8,201,704) --------------- --------------- --------------- --------------- --------------- Balance June 30, 2009 $ 14,017,272 $ -0- $ (28,882,568) $ 100,000 $ (4,615,928) =============== =============== =============== =============== =============== The accompanying notes are an integral part of these financial statements. F-7
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 concentrate on software development. F-8 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. The Company now concentrates on production of the S-Gen a Pocket Personal Computer, the SNBK-1 a Mini Note Book, and MP3-4 players. In July 2008 Seamless discontinued its operations of providing Wi-Fi to hospitality providers. The incomes from those operations were from fees paid by the hotels and businesses and the cost associated from those operations include customer support and providing Internet Bandwidth. Therefore the Assets, Liabilities, Income and Expenses associated with those operations are delineated on the financials statements. 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 2009 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. F-9 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. 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, 2009 and June 30, 2008, there was no amortization for the capitalized costs. REVENUE RECOGNITION Sales are recognized upon shipment of goods to customers. Amounts billed related to shipping and handling are included in net sales. ADVERTISING EXPENSE All advertising costs are expensed when incurred. Advertising costs were $273,206 and $155,135 for the years ended June 30, 2009 and 2008, respectively. CONCENTRATION OF CREDIT RISK The Company is subject to credit risk through trade receivables. Sales through its website 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. 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, 2009, Series A Preferred shares are convertible to 6,184,030,000 common shares and Series C Preferred shares are convertible to 18,520,000,000 common shares. Because the convertible preferred shares have an anti-dilutive effect, there is no difference between basic and diluted earnings per share. There were also 975,000 stock options outstanding that were not included in the basic EPS calculation as their effect would have been anti-dilutive to basic EPS. F-10 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, 2009 and June 30, 2008. A non-employee stock option was issued during the third quarter of year 2008. It is disclosed in Note 7. FAIR VALUE MEASUREMENTS On July 1, 2008, the Company adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements" as required for financial assets and liabilities. The adoption of SFAS No. 157 had no material impact on the Company's financial position, results of operations or cash flows during the year ended June 30, 2009. SFAS No. 157 was effective July 1, 2008 for financial assets and liabilities and will be effective July 1, 2009 for non-financial assets and liabilities. The standard provides guidance for establishing a frame work for measuring fair values of assets and liabilities. Under the standard, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. an exit price). The standard clarifies the principle that fair value should be based on the assumptions or inputs market participants would use when pricing the asset or liability. In support of this principle, SFAS No. 157 establishes a three level hierarchy for fair value measurements based on the quality or transparency of inputs used to measure the fair value of an asset or liability at the measurement date. The three levels are defined as follows: o Level 1 (the highest priority) - inputs to the valuation methodology are quoted market prices (unadjusted) for identical financial assets or liabilities in active markets. o Level 2 - inputs to the valuation methodology include quoted market prices for similar assets and liabilities in active markets, and inputs that are observable for an asset or liability, either directly or indirectly, for substantially the full term of a financial instrument. o Level 3 (the lowest priority) - inputs to the valuation methodology are unobservable and significant to the fair value measurement. These inputs reflect management's own assumptions about the assumptions a market participant would use in pricing a financial instrument. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level or priority of input that is significant to the fair value measurement of the financial asset or liability. The Company's only financial assets or liabilities subject to SFAS No. 157 are its conversion feature liability on its convertible debt. Following is a description of the valuation methodologies used to determine the fair value of the Company's financial assets including the general classification of such instruments pursuant to the valuation hierarchy. Fair Value Measurements at Reporting Date Using ----------------------------------------------- Quoted Prices in Active Markets Description June 30, 2009 for Identical Assets - -------------------------------------------------------------------------------- (Level 1) Conversion feature liability-convertible debt $ 1,426,044 $ 1,426,044 F-11 DERIVATIVE INSTRUMENTS AND BENEFICIAL CONVERSION FEATURES We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We review the terms of convertible debt and equity instruments we issue to determine whether there are embedded derivative instruments, including the embedded conversion option, that are required to be bifurcated and accounted for separately as a derivative financial instrument. When the ability to physical or net-share settle the conversion option is deemed to be not within our control, the embedded conversion option may be required to be accounted for as a derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. We may also issue options or warrants to non-employees in connection with consulting or other services they provide. Depending on their terms, these options and warrants may be accounted for as derivative instrument liabilities, rather than as equity. When the embedded conversion option in a convertible debt or equity instrument is not required to be bifurcated and accounted for separately as a derivative instrument, we review the terms of the instrument to determine whether it is necessary to record a beneficial conversion feature in accordance with EITF Issues 98-05 and 00-27. When the effective conversion rate of the instrument at the time is issued and eligible for conversion is less than the fair value of the common stock into which it is convertible, we may recognize a beneficial conversion feature, which is credited to equity and reduces the initial carrying value of the instrument. When convertible debt is initially recorded at less than its face value as a result of allocating some or all of the proceeds received to derivative instrument liabilities, to a beneficial conversion feature or to other instruments, the discount from the face amount, together with the stated interest on the convertible debt, is amortized over the life of the instrument through periodic charges to income using the effective interest method NEW ACCOUNTING PRONOUNCEMENTS 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 have an impact on accounting for business combinations once adopted, the effect is dependent upon acquisitions occurring. In April 2009, the FASB issued FASB Staff Position No. 141(R)-1 ("FSP FAS 141(R)-1"), ACCOUNTING FOR ASSETS ACQUIRED AND LIABILITIES ASSUMED IN A BUSINESS COMBINATION THAT ARISE FROM CONTINGENCIES, which provides additional clarification on the initial recognition and measurement of assets acquired and liabilities assumed in a business combination that arise from contingencies. FSP FAS 141(R)-1 is effective for all fiscal years beginning on or after December 15, 2008. FSP FAS 141(R)-1 may have a material impact on the accounting for any business acquired. 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. 160 to significantly impact its financial position, results of operations or cash flows. F-12 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 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. 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, 2009 the Company had an accumulated deficit of $28,482,568. 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. F-13 NOTE 4: INVENTORY Inventory consists of parts and materials held by a manufacturer in China. The Company transferred the ownership of the inventory in the amount of $150,000 to Kelly's Inc., according to the settlement agreement in the second quarter of year 2009. NOTE 5: PROPERTY AND EQUIPMENT, AT COST Property and equipment consists of the following: June 30 ----------------------- 2009 2008 ---- ---- Machinery and Equipment $ 53,390 $ 98,001 Technology 2,076,704 2,076,704 Tooling 0 128,500 ---------- ---------- 2,130,094 2,303,205 Less: Accumulated Depreciation 52,763 76,169 ---------- ---------- 2,077,331 2,227,036 Estimated useful life for machinery and equipment is 5 years. The production for technology is not completed and the estimated useful life is not determined yet. Depreciation expense for the year ended June 30, 2009 and 2008 was $21,206 and $21,206 respectively. No amortization has been taken on tooling and technology as the production of inventory has not commenced as of June 30, 2009. $44,611 of fixed assets and $28,743 of depreciation were written off for a loss of $15,868. The Company transferred the ownership of the tooling in the amount of $128,500 to Kelly's Inc. according to the settlement agreement with them in the second quarter of year 2009. NOTE 6: RELATED PARTY TRANSACTIONS The Company had the following loans and advances to related parties: F-14 June 30, 2008 Allowance Loan/Advance for uncollectible Balance Balance loans/advances Net ----------- ----------------- ---------- Carbon Jungle, Inc. (A) 243,332 243,332 0 DLR Funding (B) 1,000,153 1,000,153 1st Global Financial Service (C, D) 1,442,847 1,442,847 ----------- ----------- ---------- Total $ 2,686,332 $ 243,332 $2,443,000 =========== =========== ==========
A. The President of the Company is a Director of this company; the Secretary of the Company is an officer of this company. B. 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. C. 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 was paid $10,000 per month by the Company, which was recorded as a loan receivable by the Company. As of July 1, 2008, the Company owned 4.9% of the common stock of 1st Global Services, Inc. D. The President of the Company is an officer of this company. During the quarter ended September 30, 2008, the Company wrote off $100,000 against DLR Funding's loan as uncollectible. During the quarter ended December 31, 2008, the Company wrote off $1,442,847 against 1st Global Financial Service's loan and $900,152 against DLR Funding's loan as uncollectible. At June 30, 2008 Carbon Jungle's loan of $243,332 was fully reserved and during the quarter ended December 2008, the notes receivable and the allowance were both removed. At June 30, 2009, there was no note receivable from related parties. The above interest at annual rates ranged from 6% to 12%. The Company recorded interest income on the above for the year ended June 30, 2008 in the amount of $317,380. As all of the notes receivable and the accrued interest receivable were written off in the second quarter of the year 2009, the interest income was not recorded for the year ended June 30, 2009. During the quarter ended December 31, 2008, the Company wrote off the accrued interest receivable of $553,512. At June 30, 2009, there was no accrued interest receivable. The total of notes receivable and accrued interest, in the amount of $2,996,512 is classified as current assets of discontinued operations at June 30, 2008. 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 owned 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 issued 858,298 shares of Preferred D stock to AR Corp. in June 2009 in exchange for the officer loan in the amount of $339,149. The Company's chief executive officer and the director of the board is a majority shareholder of AR Corp. F-15 NOTE 7: STOCKHOLDER'S EQUITY The Company filed a certificate of designation with the Nevada Secretary of State on June 25, 2009. According to the certificate of designation, the Company is authorized to issue 19,990,000,000 shares of common stock, par value $0.001 per share, 2,000,000 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 3,000,000 shares of convertible Series C Preferred Stock, par value $0.001 per share, and 4,000,000 shares of convertible Series D Preferred Stock, par value $0.001 per share. The Board of Directors has the authority to issue such shares of common and/or preferred stock in one or more series, with the designation, number, full or limited voting powers, or the denial of voting powers, preferences and relative, participating, optional, and other special rights and the qualifications, limitations, restrictions, and other distinguishing characteristics 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" "D" 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 $1.98 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. Each share of Series "D" shall have no conversion rights. VOTING RIGHTS. The holders of shares of Preferred Stock "A" "B" "C" shall NOT be entitled to vote on any matters considered and voted upon by the corporation's Common Stock. Preferred Stock "D" with voting rights as follows. One share of Series of "D" will be equivalent to voting 10,000 shares of common stock. MANDATORY REDEMPTION. There shall be no mandatory redemption for preferred stocks. F-16 Stock Issuance - -------------- 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. 125,000 shares of common stock were issued to employees for their services and $18,750 was recorded as such. 750,000 shares of common stock were issued to Wakabayashi and $39,375 was recorded as marketing service. 400,000 shares of common stock were issued for consulting service and $13,200 was recorded as such. 500,000 shares of Series A Preferred Stock were issued to Antigua for a pending lending agreement. During the fiscal year ended June 30, 2009, the following securities were issued: 10,000,000 shares of common stock were issued for consulting services and $10,000 was recorded as such. F-17 251,819 shares of Series A Preferred Stock were converted to 2,518,190,000 shares of common stock. 748,000 shares of Series C Preferred Stock were converted into 7,480,000,000 shares of common stock. 100,000 shares of Series C Preferred Stock were converted into 10,000,000 shares of common stock and 9,000 shares of Series A Preferred Stock. 320,000 shares of Series D Preferred Stock were issued FOR $320 to Alpha Blue Inc. in lieu of 320,000 shares of Series A Preferred Stock that was owed to Alpha Blue in consideration of $208,489 paid for Series A Preferred Stock. 80,000 shares of Series D Preferred Stock were issued to MAKR Inc. in lieu of 80,000 shares of Series C Preferred Stock that was owed to the MAKR Inc. in consideration of $106,544 paid for the Series C Preferred Stock. 28,550 shares of Series D Preferred Stock were issued to Omega Inc. in lieu of 285,500,000 shares of Common Stock that was owed to Omega Inc. in consideration of $28,350 paid for Common Stock. 858,298 shares of Series D Preferred Stock were issued to AR Corporation to settle an officer loan payable of $339,149. The loan payable was money due to Al Reda, the majority shareholder of AR Corporation. MAKR's stock subscription was $800,000 at June 30, 2008 and the payment of the $296,744 was received in the quarter ended September 30, 2008. At September 30, 2008 the remaining $97,856 was receivable and $405,400 was recorded as deemed dividend during the quarter ended September 30, 2008. Antigua LLC paid $100,000 for 500,000 shares of the Series A Preferred Stock which was issued in the year ended June 30, 2008. Due to the cancellation of a production contract, the Company was obligated to issue 400,000 Series C Preferred stock which converts into $400,000 worth of Common Stock. This transaction resulted in the reduction of stock subscription receivable for $400,000. Stock Option - ------------ During the year ended June 30, 2008, Dettman Group LLC 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 using the Black Scholes option pricing model to be worth $268,418. The Black Scholes input variables were as follows: Volatility: 100% Risk free rate: 1.965% Term: 1.5 years Exercise price: $0.01 Stock price: $0.285 Dividend yield: $-0- Beneficial Conversion-Deemed Dividend - ------------------------------------- As a result of the issuance of series A preferred convertible stock, the Company recorded a "Deemed Dividend" in the amount of $405,400. The deemed dividend is the result of the conversion price, at issuance, being less than the common stock market price, at issuance, since the preferred stock was immediately convertible. This is considered a "beneficial conversion feature" and is shown as a deemed dividend on the statement of operations for the year ended June 30, 2009. NOTE 8: 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 $28,000,000 and $20,000,000 at June 30, 2009 and June 30, 2008 respectively 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 $9,500,000 and $7,000,000 at June 30, 2009 and 2008 respectively. 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. F-18 NOTE 9: 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, 2009 and 2008 were $182,171 and $150,875, respectively. The annual minimum future lease payments required under the Company's operating leases are as follows. June 30, 2010 $ 168,840 June 30, 2011 $ 47,890 --------- Total $ 216,730 ========= 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. The current liability in the amount of $361,054 reflects the current liability of discontinued operations 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. NOTE 10: CONVERTIBLE INSTRUMENTS The Company issued the following convertible instruments: $200,000 Senior Secured Convertible Promissory Note, Due February 11, 2010 This Note carries interest at 10% per annum, payable monthly. This Note is convertible into common stock at the holder's option at a conversion price of the lesser of: (a) $.0001 and (b) sixty percent (60%) of the average of the three (3) lowest closing bid prices for the ten (10) trading days immediately preceding the conversion date. This note is secured by a first priority security interest in certain assets of the Company. Convertible Promissory Notes $50,000, due December 9, 2009 $100,000, due October 14, 2009 $150,000, due August 19, 2009 $100,000, due July 15, 2009 $309,760, due June 21, 2010 These Notes carries interest at 7% per annum and are convertible into common stock as follows: Unpaid principal and accrued but unpaid interest divided by the lesser of (a) $5.00 or (b) the product of 50% discount to market times 10,000. The conversion feature embedded within all of the above Notes has been classified as a derivative liability and has been fair valued using the Black Scholes option pricing model at June 30, 2009, in accordance with FAS 133. Pursuant to EITF 00-27, the conversion feature has been classified as a derivative liability, with the corresponding change in value reported in the statement of operations, because the conversion option of each note could potentially require the issuance of an unlimited number of common shares as a result of the conversion. F-19 The fair value of the conversion option ("options") was $1,426,044 at June 30, 2009. The options were originally valued at $1,599,227 at issuance. However, since the value of the options at issuance exceeded the face amount of the debt, the Company recognized a loss of $609,467 as a result of the issuance of these Notes. The gain on the change in value related to these options was $173,183 for the year ended June 30, 2009. As a result of the issuance of all these Notes, the Company recorded a discount on the Convertible Debt of $909,760. The discount was amortized to interest expense during the year ended June 30, 2009 in the amount of $399,940. The following assumptions were used in the Black Scholes calculation of the fair value of the conversion feature liabilities: Volatility: 401%; Risk free rate: 0.2% to 2.2%; Term: ranges from 1 month to 1 year Exercise price: ranges from $0.00005 to $0.000925 Stock price: ranges from $0.0001 to $0.00025 Dividend yield: $-0- Number of common shares convertible into: ranges from 108,108,108 to 3,097,600,000 NOTE 11: PREFERRED STOCK LIABILITY The company issued Preferred A stock ("A") and Preferred C stock ("C"). Both issues of stock are convertible into common stock. The A stock is convertible into 10,000 shares of common stock for each share of A stock. Pursuant to EITF 00-27, since the total of all convertible instruments outstanding would exceed the authorized common stock, the value of A stock that is convertible into common stock is reflected as a liability at June 30, 2009 of $1,236,806. The C stock is convertible into common stock based on the number of outstanding C shares outstanding. At June 30, 2009, there were 1,852,000 shares of C stock outstanding. The C stock is convertible into $1,852,000 worth of common stock at June 30, 2009. Therefore, 9,260,000,000 shares of common stock would have to be issued (based on the common stock price of $.0002 at June 30, 2009). Since the C stock could result in an unlimited number of common shares issued, the C stock has been shown as a liability of $1,852,000 in the balance sheet at June 30, 2009. NOTE 12: SUBSEQUENT EVENTS For the fiscal year ended June 30, 2009, the Company has evaluated subsequent events for potential recognition and disclosure through October 26, 2009 the data of financial statement issuance. In AUGUST 2009, the Company through a wholly owned subsidiary acquired the Gadget Enterprise website for eCommerce for a total of 147,500,000 common shares. Subsequent to June 30, 2009 the Company raised the follow capital; Shares Funds Received Proceeds from sale of Common stock 1,014,000,000 76,000 Proceeds from sale of preferred A stock 65,000 32,500 Proceeds from loan 64,000 ---------------- Net cash provided by financing activities 172,500 F-20 EX-10.11 2 seamless_ex10-11.txt STOCK PURCHASE AGREEMENT EXHIBIT 10.11 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July 17, 2008, and is by and between Omega LLC (the Buyer") and Seamless Corp. the Seller"). RECITALS -------- 1. The Seller will cause the issuance of 30,810 shares of Preferred A shares of stock, par value $.001 per share (the "SHARES"), of Seamless Corp., a Nevada corporation (the "ISSUER"). 2. The Buyer desires to purchase from the Seller, and the Seller desires to sell, transfer and assign to the Buyer, the Seller's entire right, title and interest in and to the Shares, in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the representations, warranties and agreements contained herein and for other good and valuable consideration, the receipt and legal adequacy of which is hereby acknowledged, the parties agree: 1. AGREEMENT TO PURCHASE SHARES. The Buyer hereby agrees to purchase, and the Seller hereby agrees to sell, the Shares pursuant to the terms and conditions set forth herein. The aggregate purchase price of the Shares being sold to the Buyer hereunder is $23,700 (the "PURCHASE PRICE"). The closing under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Omega LLC (the "CLOSING") at such time and place or on such date as the Buyer and the Seller may agree upon. Each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing. 2. DELIVERY OF COMMON SHARES TO THE BUYER. On or prior to the Closing, the Seller shall deliver the shares of Preferred A shares of stock, (the "SECURITIES"), and the Seller shall deliver the to the Buyer's as per Buyers instruction to Omega, the Buyer shall deliver to the Seller the Purchase Price via certified funds or as agree to as per written instructions provided to the Buyer by the Seller. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER. The Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, as follows: (a) The Buyer is not "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"); (b) The Buyer is acquiring the Securities for its own account and not with a view to any distribution of the Securities in violation of the Securities Act; (c) The Buyer represents that it has been furnished with all documents and other information regarding the Issuer that the Buyer had requested or desired to know and all other documents which could be reasonably provided have been made available for the Buyer's inspection and review; (d) This Agreement constitutes a valid and binding agreement and obligation of the Buyer enforceable against the Buyer in accordance with its terms, subject to limitations on enforcement by general principles of equity and bankruptcy or other laws affecting the enforcement of creditors' rights generally; and (e) This Agreement has been duly authorized, validly executed and delivered on behalf of the Buyer, and the Buyer has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER. The Seller represents and warrants to the Buyer, and covenants for the benefit of the Buyer, as follows: (a) This Agreement has been duly authorized, validly executed and delivered on behalf of the Seller and is a valid and binding agreement and obligation of the Seller enforceable against the Seller in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Seller has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder; (b) There are no restrictions upon and conditions to the transfer of the Securities in order to consummate the sale of the Securities to Buyer as contemplated by this Agreement, and such Securities are not as of the date of this Agreement, and as of the transfer date of such Securities will not be, subject to any restriction on transfer, except for restrictions under the Securities Act and, as of the transfer date will be, free from all taxes, liens, claims and encumbrances directly or indirectly suffered by the Seller. 5. BINDING EFFECT; ASSIGNMENT. This Agreement is not assignable by the Seller or the Buyer without the prior written consent of the other party. This Agreement and the provisions hereof shall be binding and shall inure to the benefit of the Seller and its successors and permitted assigns with respect to the obligations of the Buyer under this Agreement, and to the benefit of the Buyer and its successors and permitted assigns with respect to the obligations of the Seller under this Agreement. 6. EXPENSES. Each of the parties agrees to pay its own expenses incident to this Agreement and the performance of its obligations hereunder. 7. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Each of the Seller and the Buyer (i) hereby irrevocably submits to the jurisdiction of the United States District Court in Clark County the State of Nevada for the purposes of any suit, action or proceeding arising out of or relating to this Note and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Seller and the Buyer consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address set forth in Section 8 hereof and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 7 shall affect or limit any right to serve process in any other manner permitted by law. 8. NOTICES. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, express overnight courier, registered first class mail, overnight courier, or telecopier, initially to the address set forth below, and thereafter at such other address, notice of which is given in accordance with the provisions of this Section. IF TO THE SELLER: IF TO THE BUYER: or to any other address specified by any party by notice given as aforesaid. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; three (3) Business Days after being deposited in the mail, postage prepaid, if mailed; the next Business Day after being deposited with an overnight courier, if deposited with a nationally recognized, overnight courier service; when receipt is acknowledged, if telecopied. -2- 9. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous oral or written proposals or agreements relating thereto all of which are merged herein. This Agreement may not be amended or any provision hereof waived in whole or in part, except by a written amendment signed by both of the parties. 10. COUNTERPARTS. This Agreement may be executed by facsimile signature and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 11. TRANSFER TAXES. The Buyer shall pay any transfer taxes or other fees that may be payable upon transfer of the Shares. 12. SURVIVAL. The representations and warranties of the Seller and the Buyer shall survive the Closing hereunder. IN WITNESS WHEREOF, this Agreement was duly executed on the date first written above. Seller By:_________________________________ Buyer By:_________________________________ -3- EX-10.12 3 seamless_ex10-12.txt STOCK PURCHASE AGREEMENT EXHIBIT 10.12 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated as of August 8, 2008, and is by and between Omega LLC (the Buyer") and Seamless Corp. the Seller"). RECITALS -------- 1. The Seller will cause the issuance of 24,500 shares of Preferred A shares of stock, par value $.001 per share (the "SHARES"), of Seamless Corp., a Nevada corporation (the "ISSUER"). 2. The Buyer desires to purchase from the Seller, and the Seller desires to sell, transfer and assign to the Buyer, the Seller's entire right, title and interest in and to the Shares, in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the representations, warranties and agreements contained herein and for other good and valuable consideration, the receipt and legal adequacy of which is hereby acknowledged, the parties agree: 1. AGREEMENT TO PURCHASE SHARES. The Buyer hereby agrees to purchase, and the Seller hereby agrees to sell, the Shares pursuant to the terms and conditions set forth herein. The aggregate purchase price of the Shares being sold to the Buyer hereunder is $18,500 (the "PURCHASE PRICE"). The closing under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Omega LLC (the "CLOSING") at such time and place or on such date as the Buyer and the Seller may agree upon. Each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing. 2. DELIVERY OF COMMON SHARES TO THE BUYER. On or prior to the Closing, the Seller shall deliver the shares of Preferred A shares of stock, (the "SECURITIES"), and the Seller shall deliver the to the Buyer's as per Buyers instruction to Omega LLC, the Buyer shall deliver to the Seller the Purchase Price via certified funds or as agree to as per written instructions provided to the Buyer by the Seller. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER. The Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, as follows: (a) The Buyer is not "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"); (b) The Buyer is acquiring the Securities for its own account and not with a view to any distribution of the Securities in violation of the Securities Act; (c) The Buyer represents that it has been furnished with all documents and other information regarding the Issuer that the Buyer had requested or desired to know and all other documents which could be reasonably provided have been made available for the Buyer's inspection and review; (d) This Agreement constitutes a valid and binding agreement and obligation of the Buyer enforceable against the Buyer in accordance with its terms, subject to limitations on enforcement by general principles of equity and bankruptcy or other laws affecting the enforcement of creditors' rights generally; and (e) This Agreement has been duly authorized, validly executed and delivered on behalf of the Buyer, and the Buyer has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER. The Seller represents and warrants to the Buyer, and covenants for the benefit of the Buyer, as follows: (a) This Agreement has been duly authorized, validly executed and delivered on behalf of the Seller and is a valid and binding agreement and obligation of the Seller enforceable against the Seller in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Seller has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder; (b) There are no restrictions upon and conditions to the transfer of the Securities in order to consummate the sale of the Securities to Buyer as contemplated by this Agreement, and such Securities are not as of the date of this Agreement, and as of the transfer date of such Securities will not be, subject to any restriction on transfer, except for restrictions under the Securities Act and, as of the transfer date will be, free from all taxes, liens, claims and encumbrances directly or indirectly suffered by the Seller. 5. BINDING EFFECT; ASSIGNMENT. This Agreement is not assignable by the Seller or the Buyer without the prior written consent of the other party. This Agreement and the provisions hereof shall be binding and shall inure to the benefit of the Seller and its successors and permitted assigns with respect to the obligations of the Buyer under this Agreement, and to the benefit of the Buyer and its successors and permitted assigns with respect to the obligations of the Seller under this Agreement. 6. EXPENSES. Each of the parties agrees to pay its own expenses incident to this Agreement and the performance of its obligations hereunder. 7. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Each of the Seller and the Buyer (i) hereby irrevocably submits to the jurisdiction of the United States District Court in Clark County the State of Nevada for the purposes of any suit, action or proceeding arising out of or relating to this Note and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Seller and the Buyer consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address set forth in Section 8 hereof and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 7 shall affect or limit any right to serve process in any other manner permitted by law. 8. NOTICES. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, express overnight courier, registered first class mail, overnight courier, or telecopier, initially to the address set forth below, and thereafter at such other address, notice of which is given in accordance with the provisions of this Section. IF TO THE SELLER: IF TO THE BUYER: or to any other address specified by any party by notice given as aforesaid. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; three (3) Business Days after being deposited in the mail, postage prepaid, if mailed; the next Business Day after being deposited with an overnight courier, if deposited with a nationally recognized, overnight courier service; when receipt is acknowledged, if telecopied. -2- 9. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous oral or written proposals or agreements relating thereto all of which are merged herein. This Agreement may not be amended or any provision hereof waived in whole or in part, except by a written amendment signed by both of the parties. 10. COUNTERPARTS. This Agreement may be executed by facsimile signature and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 11. TRANSFER TAXES. The Buyer shall pay any transfer taxes or other fees that may be payable upon transfer of the Shares. 12. SURVIVAL. The representations and warranties of the Seller and the Buyer shall survive the Closing hereunder. IN WITNESS WHEREOF, this Agreement was duly executed on the date first written above. Seller By:_________________________________ Buyer By:_________________________________ -3- EX-10.13 4 seamless_ex10-13.txt STOCK PURCHASE AGREEMENT EXHIBIT 10.13 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated as of August 18, 2008, and is by and between Omega LLC (the Buyer") and Seamless Corp. the Seller"). RECITALS -------- 1. The Seller will cause the issuance of 26,000,000 shares of common stock, par value $.001 per share (the "SHARES"), of Seamless Corp., a Nevada corporation (the "ISSUER"). 2. The Buyer desires to purchase from the Seller, and the Seller desires to sell, transfer and assign to the Buyer, the Seller's entire right, title and interest in and to the Shares, in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the representations, warranties and agreements contained herein and for other good and valuable consideration, the receipt and legal adequacy of which is hereby acknowledged, the parties agree: 1. AGREEMENT TO PURCHASE SHARES. The Buyer hereby agrees to purchase, and the Seller hereby agrees to sell, the Shares pursuant to the terms and conditions set forth herein. The aggregate purchase price of the Shares being sold to the Buyer hereunder is $5,225 (the "PURCHASE PRICE"). The closing under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Omega LLC (the "CLOSING") at such time and place or on such date as the Buyer and the Seller may agree upon. Each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing. 2. DELIVERY OF COMMON SHARES TO THE BUYER. On or prior to the Closing, the Seller shall deliver the shares of Preferred A shares of stock, (the "SECURITIES"), and the Seller shall deliver the to the Buyer's as per Buyers instruction to Omega LLC, the Buyer shall deliver to the Seller the Purchase Price via certified funds or as agree to as per written instructions provided to the Buyer by the Seller. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER. The Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, as follows: (a) The Buyer is not "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"); (b) The Buyer is acquiring the Securities for its own account and not with a view to any distribution of the Securities in violation of the Securities Act; (c) The Buyer represents that it has been furnished with all documents and other information regarding the Issuer that the Buyer had requested or desired to know and all other documents which could be reasonably provided have been made available for the Buyer's inspection and review; (d) This Agreement constitutes a valid and binding agreement and obligation of the Buyer enforceable against the Buyer in accordance with its terms, subject to limitations on enforcement by general principles of equity and bankruptcy or other laws affecting the enforcement of creditors' rights generally; and (e) This Agreement has been duly authorized, validly executed and delivered on behalf of the Buyer, and the Buyer has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER. The Seller represents and warrants to the Buyer, and covenants for the benefit of the Buyer, as follows: (a) This Agreement has been duly authorized, validly executed and delivered on behalf of the Seller and is a valid and binding agreement and obligation of the Seller enforceable against the Seller in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Seller has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder; (b) There are no restrictions upon and conditions to the transfer of the Securities in order to consummate the sale of the Securities to Buyer as contemplated by this Agreement, and such Securities are not as of the date of this Agreement, and as of the transfer date of such Securities will not be, subject to any restriction on transfer, except for restrictions under the Securities Act and, as of the transfer date will be, free from all taxes, liens, claims and encumbrances directly or indirectly suffered by the Seller. 5. BINDING EFFECT; ASSIGNMENT. This Agreement is not assignable by the Seller or the Buyer without the prior written consent of the other party. This Agreement and the provisions hereof shall be binding and shall inure to the benefit of the Seller and its successors and permitted assigns with respect to the obligations of the Buyer under this Agreement, and to the benefit of the Buyer and its successors and permitted assigns with respect to the obligations of the Seller under this Agreement. 6. EXPENSES. Each of the parties agrees to pay its own expenses incident to this Agreement and the performance of its obligations hereunder. 7. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Each of the Seller and the Buyer (i) hereby irrevocably submits to the jurisdiction of the United States District Court in Clark County the State of Nevada for the purposes of any suit, action or proceeding arising out of or relating to this Note and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Seller and the Buyer consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address set forth in Section 8 hereof and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 7 shall affect or limit any right to serve process in any other manner permitted by law. 8. NOTICES. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, express overnight courier, registered first class mail, overnight courier, or telecopier, initially to the address set forth below, and thereafter at such other address, notice of which is given in accordance with the provisions of this Section. IF TO THE SELLER: IF TO THE BUYER: or to any other address specified by any party by notice given as aforesaid. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; three (3) Business Days after being deposited in the mail, postage prepaid, if mailed; the next Business Day after being deposited with an overnight courier, if deposited with a nationally recognized, overnight courier service; when receipt is acknowledged, if telecopied. -2- 9. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous oral or written proposals or agreements relating thereto all of which are merged herein. This Agreement may not be amended or any provision hereof waived in whole or in part, except by a written amendment signed by both of the parties. 10. COUNTERPARTS. This Agreement may be executed by facsimile signature and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 11. TRANSFER TAXES. The Buyer shall pay any transfer taxes or other fees that may be payable upon transfer of the Shares. 12. SURVIVAL. The representations and warranties of the Seller and the Buyer shall survive the Closing hereunder. IN WITNESS WHEREOF, this Agreement was duly executed on the date first written above. Seller By:_________________________________ Buyer By:_________________________________ -3- EX-10.14 5 seamless_ex10-14.txt STOCK PURCHASE AGREEMENT EXHIBIT 10.14 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated as of September 11, 2008, and is by and between Omega LLC (the Buyer") and Seamless Corp. the Seller"). RECITALS -------- 1. The Seller will cause the issuance of 34,700 shares of Preferred A shares of stock, par value $.001 per share (the "SHARES"), of Seamless Corp., a Nevada corporation (the "ISSUER"). 2. The Buyer desires to purchase from the Seller, and the Seller desires to sell, transfer and assign to the Buyer, the Seller's entire right, title and interest in and to the Shares, in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the representations, warranties and agreements contained herein and for other good and valuable consideration, the receipt and legal adequacy of which is hereby acknowledged, the parties agree: 1. AGREEMENT TO PURCHASE SHARES. The Buyer hereby agrees to purchase, and the Seller hereby agrees to sell, the Shares pursuant to the terms and conditions set forth herein. The aggregate purchase price of the Shares being sold to the Buyer hereunder is $26,700 (the "PURCHASE PRICE"). The closing under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Omega LLC (the "CLOSING") at such time and place or on such date as the Buyer and the Seller may agree upon. Each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing. 2. DELIVERY OF COMMON SHARES TO THE BUYER. On or prior to the Closing, the Seller shall deliver the shares of Preferred A shares of stock, (the "SECURITIES"), and the Seller shall deliver the to the Buyer's as per Buyers instruction to Omega LLC, the Buyer shall deliver to the Seller the Purchase Price via certified funds or as agree to as per written instructions provided to the Buyer by the Seller. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER. The Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, as follows: (a) The Buyer is not "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"); (b) The Buyer is acquiring the Securities for its own account and not with a view to any distribution of the Securities in violation of the Securities Act; (c) The Buyer represents that it has been furnished with all documents and other information regarding the Issuer that the Buyer had requested or desired to know and all other documents which could be reasonably provided have been made available for the Buyer's inspection and review; (d) This Agreement constitutes a valid and binding agreement and obligation of the Buyer enforceable against the Buyer in accordance with its terms, subject to limitations on enforcement by general principles of equity and bankruptcy or other laws affecting the enforcement of creditors' rights generally; and (e) This Agreement has been duly authorized, validly executed and delivered on behalf of the Buyer, and the Buyer has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER. The Seller represents and warrants to the Buyer, and covenants for the benefit of the Buyer, as follows: (a) This Agreement has been duly authorized, validly executed and delivered on behalf of the Seller and is a valid and binding agreement and obligation of the Seller enforceable against the Seller in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Seller has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder; (b) There are no restrictions upon and conditions to the transfer of the Securities in order to consummate the sale of the Securities to Buyer as contemplated by this Agreement, and such Securities are not as of the date of this Agreement, and as of the transfer date of such Securities will not be, subject to any restriction on transfer, except for restrictions under the Securities Act and, as of the transfer date will be, free from all taxes, liens, claims and encumbrances directly or indirectly suffered by the Seller. 5. BINDING EFFECT; ASSIGNMENT. This Agreement is not assignable by the Seller or the Buyer without the prior written consent of the other party. This Agreement and the provisions hereof shall be binding and shall inure to the benefit of the Seller and its successors and permitted assigns with respect to the obligations of the Buyer under this Agreement, and to the benefit of the Buyer and its successors and permitted assigns with respect to the obligations of the Seller under this Agreement. 6. EXPENSES. Each of the parties agrees to pay its own expenses incident to this Agreement and the performance of its obligations hereunder. 7. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Each of the Seller and the Buyer (i) hereby irrevocably submits to the jurisdiction of the United States District Court in Clark County the State of Nevada for the purposes of any suit, action or proceeding arising out of or relating to this Note and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Seller and the Buyer consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address set forth in Section 8 hereof and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 7 shall affect or limit any right to serve process in any other manner permitted by law. 8. NOTICES. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, express overnight courier, registered first class mail, overnight courier, or telecopier, initially to the address set forth below, and thereafter at such other address, notice of which is given in accordance with the provisions of this Section. IF TO THE SELLER: IF TO THE BUYER: or to any other address specified by any party by notice given as aforesaid. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; three (3) Business Days after being deposited in the mail, postage prepaid, if mailed; the next Business Day after being deposited with an overnight courier, if deposited with a nationally recognized, overnight courier service; when receipt is acknowledged, if telecopied. -2- 9. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous oral or written proposals or agreements relating thereto all of which are merged herein. This Agreement may not be amended or any provision hereof waived in whole or in part, except by a written amendment signed by both of the parties. 10. COUNTERPARTS. This Agreement may be executed by facsimile signature and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 11. TRANSFER TAXES. The Buyer shall pay any transfer taxes or other fees that may be payable upon transfer of the Shares. 12. SURVIVAL. The representations and warranties of the Seller and the Buyer shall survive the Closing hereunder. IN WITNESS WHEREOF, this Agreement was duly executed on the date first written above. Seller By:_________________________________ Buyer By:_________________________________ -3- EX-10.15 6 seamless_ex10-15.txt STOCK PURCHASE AGREEMENT EXHIBIT 10.15 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated as of September 16, 2008, and is by and between Omega LLC (the Buyer") and Seamless Corp. the Seller"). RECITALS -------- 1. The Seller will cause the issuance of 76,000,000 shares of common stock, par value $.001 per share (the "SHARES"), of Seamless Corp., a Nevada corporation (the "ISSUER"). 2. The Buyer desires to purchase from the Seller, and the Seller desires to sell, transfer and assign to the Buyer, the Seller's entire right, title and interest in and to the Shares, in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the representations, warranties and agreements contained herein and for other good and valuable consideration, the receipt and legal adequacy of which is hereby acknowledged, the parties agree: 1. AGREEMENT TO PURCHASE SHARES. The Buyer hereby agrees to purchase, and the Seller hereby agrees to sell, the Shares pursuant to the terms and conditions set forth herein. The aggregate purchase price of the Shares being sold to the Buyer hereunder is $15,300 (the "PURCHASE PRICE"). The closing under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Omega LLC (the "CLOSING") at such time and place or on such date as the Buyer and the Seller may agree upon. Each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing. 2. DELIVERY OF COMMON SHARES TO THE BUYER. On or prior to the Closing, the Seller shall deliver the shares of Preferred A shares of stock, (the "SECURITIES"), and the Seller shall deliver the to the Buyer's as per Buyers instruction to Omega LLC, the Buyer shall deliver to the Seller the Purchase Price via certified funds or as agree to as per written instructions provided to the Buyer by the Seller. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER. The Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, as follows: (a) The Buyer is not "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"); (b) The Buyer is acquiring the Securities for its own account and not with a view to any distribution of the Securities in violation of the Securities Act; (c) The Buyer represents that it has been furnished with all documents and other information regarding the Issuer that the Buyer had requested or desired to know and all other documents which could be reasonably provided have been made available for the Buyer's inspection and review; (d) This Agreement constitutes a valid and binding agreement and obligation of the Buyer enforceable against the Buyer in accordance with its terms, subject to limitations on enforcement by general principles of equity and bankruptcy or other laws affecting the enforcement of creditors' rights generally; and (e) This Agreement has been duly authorized, validly executed and delivered on behalf of the Buyer, and the Buyer has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER. The Seller represents and warrants to the Buyer, and covenants for the benefit of the Buyer, as follows: (a) This Agreement has been duly authorized, validly executed and delivered on behalf of the Seller and is a valid and binding agreement and obligation of the Seller enforceable against the Seller in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Seller has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder; (b) There are no restrictions upon and conditions to the transfer of the Securities in order to consummate the sale of the Securities to Buyer as contemplated by this Agreement, and such Securities are not as of the date of this Agreement, and as of the transfer date of such Securities will not be, subject to any restriction on transfer, except for restrictions under the Securities Act and, as of the transfer date will be, free from all taxes, liens, claims and encumbrances directly or indirectly suffered by the Seller. 5. BINDING EFFECT; ASSIGNMENT. This Agreement is not assignable by the Seller or the Buyer without the prior written consent of the other party. This Agreement and the provisions hereof shall be binding and shall inure to the benefit of the Seller and its successors and permitted assigns with respect to the obligations of the Buyer under this Agreement, and to the benefit of the Buyer and its successors and permitted assigns with respect to the obligations of the Seller under this Agreement. 6. EXPENSES. Each of the parties agrees to pay its own expenses incident to this Agreement and the performance of its obligations hereunder. 7. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Each of the Seller and the Buyer (i) hereby irrevocably submits to the jurisdiction of the United States District Court in Clark County the State of Nevada for the purposes of any suit, action or proceeding arising out of or relating to this Note and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Seller and the Buyer consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address set forth in Section 8 hereof and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 7 shall affect or limit any right to serve process in any other manner permitted by law. 8. NOTICES. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, express overnight courier, registered first class mail, overnight courier, or telecopier, initially to the address set forth below, and thereafter at such other address, notice of which is given in accordance with the provisions of this Section. IF TO THE SELLER: IF TO THE BUYER: or to any other address specified by any party by notice given as aforesaid. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; three (3) Business Days after being deposited in the mail, postage prepaid, if mailed; the next Business Day after being deposited with an overnight courier, if deposited with a nationally recognized, overnight courier service; when receipt is acknowledged, if telecopied. -2- 9. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous oral or written proposals or agreements relating thereto all of which are merged herein. This Agreement may not be amended or any provision hereof waived in whole or in part, except by a written amendment signed by both of the parties. 10. COUNTERPARTS. This Agreement may be executed by facsimile signature and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 11. TRANSFER TAXES. The Buyer shall pay any transfer taxes or other fees that may be payable upon transfer of the Shares. 12. SURVIVAL. The representations and warranties of the Seller and the Buyer shall survive the Closing hereunder. IN WITNESS WHEREOF, this Agreement was duly executed on the date first written above. Seller By:_________________________________ Buyer By:_________________________________ -3- EX-10.16 7 seamless_ex10-16.txt CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.16 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER STATE SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. CONVERTIBLE PROMISSORY NOTE --------------------------- October 15, 2008 Amount: $100,000.00 1. PROMISSORY NOTE. Subject to the terms and conditions set forth in this promissory note (this "NOTE"), Seamless Corporation (the "BORROWER"), for value received, promises to pay to Omega LLC, (the "HOLDER"), on October 14, 2009 (the "MATURITY DATE"), in accordance with the provisions hereof, the principal amount of One Hundred Thousand Dollars ($100,000.00), plus interest as set forth in SECTION 2 below accrued on such unpaid principal amount from time to time outstanding until paid; PROVIDED, HOWEVER, that, prior to the Maturity Date, the Holder may convert this Note at any time or upon the occurrence of a Conversion Event (as defined below), the principal amount of this Note, plus any unpaid interest accrued thereon, will convert automatically in accordance with SECTION 4 hereof. All payments of principal and/or interest under this Note will be made at the office of the Holder. 2. INTEREST. Interest under this Note shall accrue at the rate of seven percent (7.0%) per annum from the date hereof until paid in full. Such interest shall only be payable upon the repayment or conversion of all principal due hereunder. It is the intent of the parties that the rate of interest and the other charges to the Borrower under this Note shall be lawful; therefore, if for any reason the interest or other charges payable under this Note are found by a court of competent jurisdiction, in a final determination, to exceed the limit which the Holder may lawfully charge the Borrower, then the obligation to pay interest and other charges shall automatically be reduced to such limit and, if any amount in excess of such limit shall have been paid, then such amount shall be refunded to the Borrower. 3. ACCELERATION. Notwithstanding the provisions contained in this Note, the entire amount of principal advanced to the Borrower under this Note and remaining unpaid or unconverted, plus all unpaid interest on unpaid principal under this Note, shall immediately be due and payable upon an Event of Default (as hereinafter defined) or at the sole discretion of the Holder. 4. CONVERSION. (a) CONVERSION. Upon a request for conversion by the Holder or the happening of a Conversion Event (as defined below), all then unpaid principal and accrued but unpaid interest underlying this Note will convert immediately in accordance with the provisions of SECTION 4(c) hereof, into a number of fully paid and nonassessable shares of Series A preferred stock, par value $.001 per share (the "SHARES") of Seamless Corporation, a Nevada corporation. Each Share converts into 10,000 shares of common stock, par value $.001 per share (the "COMMON STOCK") of the Issuer ("CONVERSION SHARES"). This Note shall be converted into such number of shares equal to (x) the unpaid principal and accrued but unpaid interest under this Note divided by (y) the Conversion Price. The "CONVERSION PRICE" is equal to the product of 50% discount to market times 10,000 or $5.00 per share, whichever is lower. (b) FRACTIONAL SHARES. No fractional shares of stock shall be issued upon conversion of this Note. In lieu of any fractional shares to which the Holder would otherwise be entitled, the Borrower shall pay the cash value of that fractional share, calculated on the basis of the then-effective Conversion Price. (c) MECHANICS OF CONVERSION. At least ten (10) days prior to a Conversion Event, the Borrower shall give to the Holder of this Note notice of such Conversion Event. Such notice shall be given by the Borrower by mail, facsimile or otherwise to the Holder of this Note at the address or facsimile number shown in the Note Purchase Agreement. Within five (5) days prior to the date of the Conversion Event as specified in such notice, the Holder of this Note shall surrender this Note, duly endorsed, at the principal offices of the Borrower. At its expense, the Borrower shall, as soon as practicable after the Conversion Event, issue and deliver to such Holder at its principal office, a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by any agreements governing the Conversion Shares and applicable state and federal securities laws in the opinion of legal counsel of the Borrower), together with a check payable to the Holder for any cash amounts payable as described above as a result of a conversion into fractional shares of stock. Upon conversion of this Note, the Borrower shall be forever released from its obligation to pay the principal or interest amount of this Note so converted. (d) ADJUSTMENT OF CONVERSION PRICE AND NUMBER OF SHARES. The Conversion Price of this Note and the number of Conversion Shares shall each be proportionally adjusted to reflect any stock dividend, stock split, reverse stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number of outstanding shares of capital stock to be received upon conversion hereof. For example, if there should be a 2-for-1 stock split of the class or series of stock to be acquired upon a Conversion Event hereunder, the Conversion Price of this Note would be divided by two (2), and the number of Conversion Shares receivable upon conversion of this Note would be doubled. 5. EVENTS OF DEFAULT. If any of the following events shall occur (each herein individually referred to as an "EVENT OF DEFAULT"), the Holder of this Note may declare the entire unpaid principal and accrued interest on this Note immediately due and payable, by written notice to the Borrower effective upon dispatch, without any other presentment, demand, protest or other notice of any kind or character, all of which are hereby expressly waived, anything herein to the contrary notwithstanding: 2 (a) The institution by the Borrower of proceedings to be adjudicated bankrupt or insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under the Federal Bankruptcy Code, or any other similar federal or state law, or the consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee, or other similar official, of the Borrower, or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due or the taking of corporate action by the Borrower in furtherance of any such actions; or (b) If, within sixty (60) days after the commencement of an action against the Borrower seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed or all orders or proceedings thereunder affecting the operations or the business of the Borrower stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment without the consent or acquiescence of the Borrower of any trustee, receiver or liquidator of the Borrower or of all or any substantial part of the properties of the Borrower, such appointment shall not have been vacated. 6. FULLY PAID SHARES; RESERVATION. The Conversion Shares shall be, when issued, validly issued, fully paid and nonassessable. The Borrower has taken all corporate action necessary to authorize the issuance of this Note, and will take, prior to a Conversion Event, all corporate action necessary to authorize the Conversion Shares and covenants that it will at all times reserve and keep available, solely for issuance upon conversion of this Note, all shares of its stock from time to time issuable upon conversion of this Note. If at any time the number of authorized but unissued shares of capital stock shall not be sufficient to effect the conversion of this Note, then the Borrower will take all corporate action as may, in the opinion of counsel, be necessary to increase its authorized but unissued shares of capital stock to the number of shares of capital stock as will be sufficient for this purpose. 7. SECURITY. This Note is not secured by any assets or properties of the Borrower. 8. NO RIGHTS OR LIABILITIES AS STOCKHOLDER. Prior to conversion, this Note does not by itself entitle the Holder to any voting rights or other rights as a stockholder of the Company. In the absence of conversion of this Note, no provisions of this Note, and no enumeration herein of the rights or privileges of the Holder, shall cause such Holder to be a stockholder of the Company for any purpose. 9. RESTRICTIONS ON TRANSFER. Holder acknowledges that this Note and the Conversion Shares have not been registered or qualified under federal or state securities laws. By acceptance of this Note, the registered Holder (a) represents that the registered Holder is purchasing this Note for its own account and not with a view to, or for sale in connection with, any distribution of this Note or the securities issuable upon conversion of this Note and (b) affirms that it is an "accredited investor" as such term is defined under Regulation D promulgated under the Securities Act of 1933, as amended. 3 10. AMENDMENT; WAIVER. Any term of this Note may be amended, and the observance of any term of this Note may be waived (either generally or in a particular instance and either retroactively or prospectively) by the written consent of the Borrower and the Holder. Any amendment or waiver effected in accordance with the previous sentence shall be binding upon each future holder or transferee of this Note (or part thereof) and the Borrower. 11. ASSIGNMENT. The Borrower may not assign or otherwise transfer any of its rights or delegate any of its obligations under this Note without the express prior written consent of the Holder, which consent shall not be unreasonably withheld or delayed. The Holder may assign or otherwise transfer this Note and any or all of its rights, interests or remedies hereunder, and may delegate any or all of its obligations hereunder, to any person or entity, upon written notice to the Borrower. 12. TREATMENT OF NOTE. To the extent permitted by generally accepted accounting principles, the Borrower will treat, account and report the Note as debt and not equity for accounting purposes and with respect to any returns filed with federal, state or local tax authorities. 13. HEADINGS. The headings in this Note are for purposes of convenience of reference only, and shall not be used to interpret this Note. 14. NOTICES. Any notice, request or other communication required or permitted hereunder must be given in writing and shall be deemed to have been duly given when personally delivered or when deposited in the United States mail by registered or certified mail, postage prepaid or sent via a nationally recognized overnight courier service to the Borrower or the Holder at their respective addresses as set forth in the Note Purchase Agreement. 15. GOVERNING LAW; JURISDICTION. This Note shall be construed and enforced in accordance with, and governed by, the internal laws of the State of New York, excluding that body of law applicable to conflicts of law. 16. TERMS BINDING. By execution of this Note, the Holder of this Note (and each subsequent holder of this Note) accepts and agrees to be bound by all the terms and conditions of this Note. [SIGNATURE PAGE FOLLOWS] 4 IN WITNESS WHEREOF, the Borrower has entered into this Note as of the date first written above. Seamless Corporation By: ------------------------ Name: Albert Reda Title: President AGREED AND ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE: OMEGA LLC By:___________________________________ Name: 5 EX-10.17 8 seamless_ex10-17.txt STOCK PURCHASE AGREEMENT EXHIBIT 10.17 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated as of October 22, 2008, and is by and between Omega LLC (the Buyer") and Seamless Corp. the Seller"). RECITALS -------- 1. The Seller will cause the issuance of 34,700 shares of Preferred A shares of stock, par value $.001 per share (the "SHARES"), of Seamless Corp., a Nevada corporation (the "ISSUER"). 2. The Buyer desires to purchase from the Seller, and the Seller desires to sell, transfer and assign to the Buyer, the Seller's entire right, title and interest in and to the Shares, in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the representations, warranties and agreements contained herein and for other good and valuable consideration, the receipt and legal adequacy of which is hereby acknowledged, the parties agree: 1. AGREEMENT TO PURCHASE SHARES. The Buyer hereby agrees to purchase, and the Seller hereby agrees to sell, the Shares pursuant to the terms and conditions set forth herein. The aggregate purchase price of the Shares being sold to the Buyer hereunder is $26,700 (the "PURCHASE PRICE"). The closing under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Omega LLC (the "CLOSING") at such time and place or on such date as the Buyer and the Seller may agree upon. Each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing. 2. DELIVERY OF COMMON SHARES TO THE BUYER. On or prior to the Closing, the Seller shall deliver the shares of Preferred A shares of stock, (the "SECURITIES"), and the Seller shall deliver the to the Buyer's as per Buyers instruction to Omega LLC, the Buyer shall deliver to the Seller the Purchase Price via certified funds or as agree to as per written instructions provided to the Buyer by the Seller. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER. The Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, as follows: (a) The Buyer is not "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"); (b) The Buyer is acquiring the Securities for its own account and not with a view to any distribution of the Securities in violation of the Securities Act; (c) The Buyer represents that it has been furnished with all documents and other information regarding the Issuer that the Buyer had requested or desired to know and all other documents which could be reasonably provided have been made available for the Buyer's inspection and review; (d) This Agreement constitutes a valid and binding agreement and obligation of the Buyer enforceable against the Buyer in accordance with its terms, subject to limitations on enforcement by general principles of equity and bankruptcy or other laws affecting the enforcement of creditors' rights generally; and (e) This Agreement has been duly authorized, validly executed and delivered on behalf of the Buyer, and the Buyer has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER. The Seller represents and warrants to the Buyer, and covenants for the benefit of the Buyer, as follows: (a) This Agreement has been duly authorized, validly executed and delivered on behalf of the Seller and is a valid and binding agreement and obligation of the Seller enforceable against the Seller in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Seller has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder; (b) There are no restrictions upon and conditions to the transfer of the Securities in order to consummate the sale of the Securities to Buyer as contemplated by this Agreement, and such Securities are not as of the date of this Agreement, and as of the transfer date of such Securities will not be, subject to any restriction on transfer, except for restrictions under the Securities Act and, as of the transfer date will be, free from all taxes, liens, claims and encumbrances directly or indirectly suffered by the Seller. 5. BINDING EFFECT; ASSIGNMENT. This Agreement is not assignable by the Seller or the Buyer without the prior written consent of the other party. This Agreement and the provisions hereof shall be binding and shall inure to the benefit of the Seller and its successors and permitted assigns with respect to the obligations of the Buyer under this Agreement, and to the benefit of the Buyer and its successors and permitted assigns with respect to the obligations of the Seller under this Agreement. 6. EXPENSES. Each of the parties agrees to pay its own expenses incident to this Agreement and the performance of its obligations hereunder. 7. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Each of the Seller and the Buyer (i) hereby irrevocably submits to the jurisdiction of the United States District Court in Clark County the State of Nevada for the purposes of any suit, action or proceeding arising out of or relating to this Note and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Seller and the Buyer consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address set forth in Section 8 hereof and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 7 shall affect or limit any right to serve process in any other manner permitted by law. 8. NOTICES. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, express overnight courier, registered first class mail, overnight courier, or telecopier, initially to the address set forth below, and thereafter at such other address, notice of which is given in accordance with the provisions of this Section. IF TO THE SELLER: IF TO THE BUYER: or to any other address specified by any party by notice given as aforesaid. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; three (3) Business Days after being deposited in the mail, postage prepaid, if mailed; the next Business Day after being deposited with an overnight courier, if deposited with a nationally recognized, overnight courier service; when receipt is acknowledged, if telecopied. -2- 9. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous oral or written proposals or agreements relating thereto all of which are merged herein. This Agreement may not be amended or any provision hereof waived in whole or in part, except by a written amendment signed by both of the parties. 10. COUNTERPARTS. This Agreement may be executed by facsimile signature and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 11. TRANSFER TAXES. The Buyer shall pay any transfer taxes or other fees that may be payable upon transfer of the Shares. 12. SURVIVAL. The representations and warranties of the Seller and the Buyer shall survive the Closing hereunder. IN WITNESS WHEREOF, this Agreement was duly executed on the date first written above. Seller By:_________________________________ Buyer By:_________________________________ -3- EX-10.18 9 seamless_ex10-18.txt STOCK PURCHASE AGREEMENT EXHIBIT 10.18 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated as of November 11, 2008, and is by and between Omega LLC (the Buyer") and Seamless Corp. the Seller"). RECITALS -------- 1. The Seller will cause the issuance of 24,700 shares of Preferred A shares of stock, par value $.001 per share (the "SHARES"), of Seamless Corp., a Nevada corporation (the "ISSUER"). 2. The Buyer desires to purchase from the Seller, and the Seller desires to sell, transfer and assign to the Buyer, the Seller's entire right, title and interest in and to the Shares, in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the representations, warranties and agreements contained herein and for other good and valuable consideration, the receipt and legal adequacy of which is hereby acknowledged, the parties agree: 1. AGREEMENT TO PURCHASE SHARES. The Buyer hereby agrees to purchase, and the Seller hereby agrees to sell, the Shares pursuant to the terms and conditions set forth herein. The aggregate purchase price of the Shares being sold to the Buyer hereunder is $18,550 (the "PURCHASE PRICE"). The closing under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Omega LLC (the "CLOSING") at such time and place or on such date as the Buyer and the Seller may agree upon. Each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing. 2. DELIVERY OF COMMON SHARES TO THE BUYER. On or prior to the Closing, the Seller shall deliver the shares of Preferred A shares of stock, (the "SECURITIES"), and the Seller shall deliver the to the Buyer's as per Buyers instruction to Omega LLC the Buyer shall deliver to the Seller the Purchase Price via certified funds or as agree to as per written instructions provided to the Buyer by the Seller. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER. The Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, as follows: (a) The Buyer is not "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"); (b) The Buyer is acquiring the Securities for its own account and not with a view to any distribution of the Securities in violation of the Securities Act; (c) The Buyer represents that it has been furnished with all documents and other information regarding the Issuer that the Buyer had requested or desired to know and all other documents which could be reasonably provided have been made available for the Buyer's inspection and review; (d) This Agreement constitutes a valid and binding agreement and obligation of the Buyer enforceable against the Buyer in accordance with its terms, subject to limitations on enforcement by general principles of equity and bankruptcy or other laws affecting the enforcement of creditors' rights generally; and (e) This Agreement has been duly authorized, validly executed and delivered on behalf of the Buyer, and the Buyer has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER. The Seller represents and warrants to the Buyer, and covenants for the benefit of the Buyer, as follows: (a) This Agreement has been duly authorized, validly executed and delivered on behalf of the Seller and is a valid and binding agreement and obligation of the Seller enforceable against the Seller in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Seller has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder; (b) There are no restrictions upon and conditions to the transfer of the Securities in order to consummate the sale of the Securities to Buyer as contemplated by this Agreement, and such Securities are not as of the date of this Agreement, and as of the transfer date of such Securities will not be, subject to any restriction on transfer, except for restrictions under the Securities Act and, as of the transfer date will be, free from all taxes, liens, claims and encumbrances directly or indirectly suffered by the Seller. 5. BINDING EFFECT; ASSIGNMENT. This Agreement is not assignable by the Seller or the Buyer without the prior written consent of the other party. This Agreement and the provisions hereof shall be binding and shall inure to the benefit of the Seller and its successors and permitted assigns with respect to the obligations of the Buyer under this Agreement, and to the benefit of the Buyer and its successors and permitted assigns with respect to the obligations of the Seller under this Agreement. 6. EXPENSES. Each of the parties agrees to pay its own expenses incident to this Agreement and the performance of its obligations hereunder. 7. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Each of the Seller and the Buyer (i) hereby irrevocably submits to the jurisdiction of the United States District Court in Clark County the State of Nevada for the purposes of any suit, action or proceeding arising out of or relating to this Note and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Seller and the Buyer consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address set forth in Section 8 hereof and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 7 shall affect or limit any right to serve process in any other manner permitted by law. 8. NOTICES. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, express overnight courier, registered first class mail, overnight courier, or telecopier, initially to the address set forth below, and thereafter at such other address, notice of which is given in accordance with the provisions of this Section. IF TO THE SELLER: IF TO THE BUYER: or to any other address specified by any party by notice given as aforesaid. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; three (3) Business Days after being deposited in the mail, postage prepaid, if mailed; the next Business Day after being deposited with an overnight courier, if deposited with a nationally recognized, overnight courier service; when receipt is acknowledged, if telecopied. -2- 9. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous oral or written proposals or agreements relating thereto all of which are merged herein. This Agreement may not be amended or any provision hereof waived in whole or in part, except by a written amendment signed by both of the parties. 10. COUNTERPARTS. This Agreement may be executed by facsimile signature and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 11. TRANSFER TAXES. The Buyer shall pay any transfer taxes or other fees that may be payable upon transfer of the Shares. 12. SURVIVAL. The representations and warranties of the Seller and the Buyer shall survive the Closing hereunder. IN WITNESS WHEREOF, this Agreement was duly executed on the date first written above. Seller By:_________________________________ Buyer By:_________________________________ -3- EX-10.19 10 seamless_10-19.txt STOCK PURCHASE AGREEMENT EXHIBIT 10.19 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated as of December 10, 2008, and is by and between Omega LLC (the Buyer") and Seamless Corp. the Seller"). RECITALS -------- 1. The Seller will cause the issuance of 19,500 shares of Preferred A shares of stock, par value $.001 per share (the "SHARES"), of Seamless Corp., a Nevada corporation (the "ISSUER"). 2. The Buyer desires to purchase from the Seller, and the Seller desires to sell, transfer and assign to the Buyer, the Seller's entire right, title and interest in and to the Shares, in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the representations, warranties and agreements contained herein and for other good and valuable consideration, the receipt and legal adequacy of which is hereby acknowledged, the parties agree: 1. AGREEMENT TO PURCHASE SHARES. The Buyer hereby agrees to purchase, and the Seller hereby agrees to sell, the Shares pursuant to the terms and conditions set forth herein. The aggregate purchase price of the Shares being sold to the Buyer hereunder is $15,000 (the "PURCHASE PRICE"). The closing under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Omega LLC (the "CLOSING") at such time and place or on such date as the Buyer and the Seller may agree upon. Each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing. 2. DELIVERY OF COMMON SHARES TO THE BUYER. On or prior to the Closing, the Seller shall deliver the shares of Preferred A shares of stock, (the "SECURITIES"), and the Seller shall deliver the to the Buyer's as per Buyers instruction to Omega LLC, the Buyer shall deliver to the Seller the Purchase Price via certified funds or as agree to as per written instructions provided to the Buyer by the Seller. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER. The Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, as follows: (a) The Buyer is not "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"); (b) The Buyer is acquiring the Securities for its own account and not with a view to any distribution of the Securities in violation of the Securities Act; (c) The Buyer represents that it has been furnished with all documents and other information regarding the Issuer that the Buyer had requested or desired to know and all other documents which could be reasonably provided have been made available for the Buyer's inspection and review; (d) This Agreement constitutes a valid and binding agreement and obligation of the Buyer enforceable against the Buyer in accordance with its terms, subject to limitations on enforcement by general principles of equity and bankruptcy or other laws affecting the enforcement of creditors' rights generally; and (e) This Agreement has been duly authorized, validly executed and delivered on behalf of the Buyer, and the Buyer has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER. The Seller represents and warrants to the Buyer, and covenants for the benefit of the Buyer, as follows: (a) This Agreement has been duly authorized, validly executed and delivered on behalf of the Seller and is a valid and binding agreement and obligation of the Seller enforceable against the Seller in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Seller has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder; (b) There are no restrictions upon and conditions to the transfer of the Securities in order to consummate the sale of the Securities to Buyer as contemplated by this Agreement, and such Securities are not as of the date of this Agreement, and as of the transfer date of such Securities will not be, subject to any restriction on transfer, except for restrictions under the Securities Act and, as of the transfer date will be, free from all taxes, liens, claims and encumbrances directly or indirectly suffered by the Seller. 5. BINDING EFFECT; ASSIGNMENT. This Agreement is not assignable by the Seller or the Buyer without the prior written consent of the other party. This Agreement and the provisions hereof shall be binding and shall inure to the benefit of the Seller and its successors and permitted assigns with respect to the obligations of the Buyer under this Agreement, and to the benefit of the Buyer and its successors and permitted assigns with respect to the obligations of the Seller under this Agreement. 6. EXPENSES. Each of the parties agrees to pay its own expenses incident to this Agreement and the performance of its obligations hereunder. 7. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Each of the Seller and the Buyer (i) hereby irrevocably submits to the jurisdiction of the United States District Court in Clark County the State of Nevada for the purposes of any suit, action or proceeding arising out of or relating to this Note and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Seller and the Buyer consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address set forth in Section 8 hereof and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 7 shall affect or limit any right to serve process in any other manner permitted by law. 8. NOTICES. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, express overnight courier, registered first class mail, overnight courier, or telecopier, initially to the address set forth below, and thereafter at such other address, notice of which is given in accordance with the provisions of this Section. IF TO THE SELLER: IF TO THE BUYER: or to any other address specified by any party by notice given as aforesaid. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; three (3) Business Days after being deposited in the mail, postage prepaid, if mailed; the next Business Day after being deposited with an overnight courier, if deposited with a nationally recognized, overnight courier service; when receipt is acknowledged, if telecopied. -2- 9. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous oral or written proposals or agreements relating thereto all of which are merged herein. This Agreement may not be amended or any provision hereof waived in whole or in part, except by a written amendment signed by both of the parties. 10. COUNTERPARTS. This Agreement may be executed by facsimile signature and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 11. TRANSFER TAXES. The Buyer shall pay any transfer taxes or other fees that may be payable upon transfer of the Shares. 12. SURVIVAL. The representations and warranties of the Seller and the Buyer shall survive the Closing hereunder. IN WITNESS WHEREOF, this Agreement was duly executed on the date first written above. Seller By:_________________________________ Buyer By:_________________________________ -3- EX-10.20 11 seamless_10-20.txt SECURED CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.20 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. SEAMLESS CORPORATION Senior Secured Convertible Promissory Note due June 22, 2010 No. 09-CN-102 $309,760 Dated: June 22, 2009 For value received, SEAMLESS CORPORATION (the "MAKER"), hereby promises to pay to the order of Ayuda Equity Funding LLC (together with its successors, representatives and assigns, the "HOLDER"), in accordance with the terms hereinafter provided, the principal amount of Three Hundred Nine Thousand Seven Hundred Sixty Dollars ($309,760), together with interest thereon. All payments under or pursuant to this Note shall be made in United States Dollars in immediately available funds to the Holder at the address of the Holder first set forth above or at such other place as the Holder may designate from time to time in writing to the Maker or by wire transfer of funds to the Holder's account, instructions for which are attached hereto as EXHIBIT A. The outstanding principal balance of this Note shall be due and payable on June 22, 2010 (the "MATURITY DATE") or at such earlier time as provided herein. ARTICLE I Section 1.1 PURCHASE AGREEMENT. This Note has been executed and delivered pursuant to the Note and Warrant Purchase Agreement dated as of February 12, 2009 (the "PURCHASE AGREEMENT") by and among the Maker and the purchasers listed therein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement. Section 1.2 INTEREST. Beginning on the issuance date of this Note (the "ISSUANCE DATE"), the outstanding principal balance of this Note shall bear interest, in arrears, at a rate per annum equal to ten percent (10%), payable monthly at the Maker's option in cash or registered shares of GDT TEK, INC., par value $.001 per share (the "COMMON STOCK"), commencing on July 22, 2009 and on the first business day of each following month. Interest shall be computed on the basis of a 360-day year of twelve (12) 30-day months and shall accrue commencing on the Issuance Date. Furthermore, (i) upon the occurrence of an Event of Default (as defined in Section 2.1 hereof), or (ii) if the Common Stock is delisted from the OTC Bulletin Board and is no longer subject to the reporting requirements of the Exchange Act, then to the extent permitted by law, the Maker will pay interest to the Holder, payable on demand, on the outstanding principal balance of the Note from the date of the Event of Default until such Event of Default is cured or waived at the rate of the lesser of fifteen percent (15%) per annum and the maximum applicable legal rate per annum. The Maker shall provide irrevocable written notice to the Holder of the form of interest payment at least ten (10) business days prior to the date such interest payment is due. If the Maker elects to make interest payments in registered shares of Common Stock, the number of registered shares of Common Stock to be issued to the Holder shall be an amount equal to the interest payment divided by sixty percent (60%) of the average of the three (3) lowest Closing Bid Prices (as defined in Section 1.3(c) hereof) for the ten (10) Trading Days immediately preceding the interest payment date. Notwithstanding the foregoing to the contrary, in the event the Common Stock is delisted from the OTC Bulletin Board and is no longer subject to the reporting requirements of the Exchange Act, the number of registered shares of Common Stock to be issued to the Holder shall be an amount equal to the interest payment divided by thirty percent (30%) of the average of the three (3) lowest Closing Bid Prices for the ten (10) Trading Days immediately preceding the interest payment DATE. Section 1.3 PAYMENT OF PRINCIPAL. (a) Commencing on December 22, 2009 and continuing thereafter on the first business day of each month (a "PRINCIPAL PAYMENT DATE"), the Maker shall pay an amount to the Holder equal to one-sixth (1/6th) of the original principal amount of this Note (the "PRINCIPAL INSTALLMENT AMOUNT"); PROVIDED, HOWEVER, if on any Principal Payment Date, the outstanding principal amount of this Note is less than the Principal Installment Amount, then the Maker shall pay to the Holder such lesser amount. The Maker may pay such Principal Installment Amount in cash or registered shares of the Common Stock. If the Maker elects to pay the Principal Installment Amount in cash such amount shall be wired in immediately available funds on the Principal Payment Date; PROVIDED, HOWEVER, that if the Holder has delivered a Conversion Notice to the Maker or delivers a Conversion Notice prior to the Principal Payment Date, the Holder shall indicate in such Conversion Notice whether the principal amount of this Note to be so converted shall be applied against the final Principal Installment Amount or some other Principal Installment Amount. The Maker shall provide irrevocable written notice to the Holder of the form of payment of the Principal Installment Amount at least ten (10) business days prior to the first day of each month for which a Principal Installment Amount is required to be made by the Maker. (b) If the Maker elects to pay the Principal Installment Amount in registered shares of Common Stock, the number of registered shares of Common Stock to be issued to the Holder shall be an amount equal to the Principal Installment Amount divided by fifty percent (50%) of the average of the three (3) lowest Closing Bid Prices for the ten (10) Trading Days -2- immediately preceding the Principal Payment Date; PROVIDED, HOWEVER, that if the Holder has delivered a Conversion Notice to the Maker or delivers a Conversion Notice prior to the Principal Payment Date, the Holder shall indicate in such Conversion Notice whether the principal amount of this Note to be so converted shall be applied against the final Principal Installment Amount or some other Principal Installment Amount. Notwithstanding the foregoing to the contrary, in the event the Common Stock is delisted from the OTC Bulletin Board and is no longer subject to the reporting requirements of the Exchange Act, the number of registered shares of Common Stock to be issued to the Holder shall be an amount equal to the Principal Installment Amount divided by thirty percent (30%) of the average of the three (3) lowest Closing Bid Prices for the ten (10) Trading Days immediately preceding the Principal Payment Date. In addition, the Maker may elect to pay the Principal Installment Amount in registered shares of Common Stock on any Principal Payment Date only if (A) a registration statement providing for the resale of the shares of Common Stock issuable upon conversion of this Note is effective and has been effective, without lapse or suspension of any kind, for a period of twenty (20) consecutive calendar days, or the shares of Common Stock may be sold without any volume limitations pursuant to Rule 144 under the Securities Act, (B) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the exchange or market on which the Common Stock is trading, (C) no Event of Default exists and is continuing, and (D) the issuance of shares of Common Stock on the Principal Payment Date does not violate the provisions of Section 3.4 hereof. (c) The term "CLOSING BID PRICE" shall mean, on any particular date (i) the last trading price per share of the Common Stock on such date on the American Stock Exchange or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the last trading price on such exchange or quotation system on the date nearest preceding such date, or (ii) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the last trading price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (iii) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the relevant conversion period, as determined in good faith by the Holder, or (iv) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by the Holder and reasonably acceptable to the Maker. Section 1.4 SECURITY AGREEMENT. The obligations of the Maker hereunder are secured by a continuing first priority security interest in certain assets of the Maker pursuant to the terms of a security agreement dated as of February 12, 2009 by and among the Maker, on the one hand, and the Holder and the Other Holders, on the other hand. -3- Section 1.5 PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of New York, such payment may be due on the next succeeding business day and such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date. Section 1.6 TRANSFER. This Note may be transferred or sold, subject to the provisions of Section 4.8 of this Note, or pledged, hypothecated or otherwise granted as security by the Holder. Section 1.7 REPLACEMENT. Upon receipt of a duly executed, notarized and unsecured written statement from the Holder with respect to the loss, theft or destruction of this Note (or any replacement hereof) and a standard indemnity, or, in the case of a mutilation of this Note, upon surrender and cancellation of such Note, the Maker shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note. ARTICLE II EVENTS OF DEFAULT; REMEDIES Section 2.1 EVENTS OF DEFAULT. The occurrence of any of the following events shall be an "EVENT OF Default" under this Note: (a) the Maker shall fail to make the Principal Installment Amount on a Principal Payment Date or interest on an interest payment date and such default is not fully cured within two (2) business days after the occurrence thereof; or (b) the suspension from listing, without subsequent listing on any one of, or the failure of the Common Stock to be listed on at least one of the American Stock Exchange, Nasdaq Global Market, Nasdaq Global Select Market, Nasdaq Capital Market, New York Stock Exchange, Inc. or OTC Bulletin Board, for a period of ten (10) consecutive Trading Days; or (c) the Maker's notice to the Holder, including by way of public announcement, at any time, of its inability to comply (including for any of the reasons described in Section 3.8(a) hereof) or its intention not to comply with proper requests for conversion of this Note into shares of Common Stock; or (d) the Maker shall fail to timely deliver the shares of Common Stock upon conversion of the Note or make the payment of any fees under this Note or the Purchase Agreement, which failure is not remedied within five (5) business days after the incurrence thereof; or (e) default shall be made in the performance or observance of (i) any material covenant, condition or agreement contained in this Note (other than as set forth in clause (f) of this Section 2.1) and such default is not fully cured within five (5) business days after the Maker receives notice from the Holder of the occurrence thereof or (ii) any material covenant, condition or -4- agreement contained in the Purchase Agreement, the Other Notes, or any other Transaction Document which is not covered by any other provisions of this Section 2.1 and such default is not fully cured within five (5) business days after the Maker receives notice from the Holder of the occurrence thereof; or (f) any material representation or warranty made by the Maker herein or in the Purchase Agreement, the Other Notes or any other Transaction Document shall prove to have been false or incorrect or breached in a material respect on the date as of which made; or (g) the Maker shall (A) default in any payment of any amount or amounts of principal of or interest on any Indebtedness (other than the Indebtedness hereunder) the aggregate principal amount of which Indebtedness is in excess of $100,000 or (B) default in the observance or performance of any other agreement or condition relating to any Indebtedness in excess of $100,000 or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, in each case the effect of which default or other event or condition is to cause, or to permit the holder or holders or beneficiary or beneficiaries of such Indebtedness to cause with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; or (h) the Maker shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors' rights generally which is not dismissed or stayed within 30 days, (v) acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) which is not dismissed or stayed within 60 days, (vi) issue a notice of bankruptcy or winding down of its operations or issue a press release regarding same, or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing, subject to the foregoing time periods; or (i) a proceeding or case shall be commenced in respect of the Maker, without its application or consent, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets in connection with the liquidation or dissolution of the Maker or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of sixty (60) days or any order for relief shall be entered in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against the Maker or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Maker and shall continue undismissed, or unstayed and in effect for a period of sixty (60) days; or -5- (j) the failure of the Maker to instruct its transfer agent to remove any legends from shares of Common Stock eligible to be sold under Rule 144 of the Securities Act and issue such unlegended certificates to the Holder within three (3) business days of the Holder's request so long as the Holder has complied with Section 5.1 of the Purchase Agreement; or (k) the occurrence of an Event of Default under the Other Notes. Section 2.2 REMEDIES UPON AN EVENT OF DEFAULT. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) pursuant to Section 3.7(a) hereof, declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; PROVIDED, HOWEVER, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (h) or (i), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (a)-(g), (j) and (k), the Holder may demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price (as defined in Section 3.2(a) hereof) per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. ARTICLE III CONVERSION; ANTIDILUTION; PREPAYMENT Section 3.1 CONVERSION OPTION. At any time on or after the Issuance Date, this Note shall be convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing (x) that portion of the outstanding principal balance plus any accrued but unpaid interest under this Note as of such date that the Holder elects to convert by (y) the Conversion Price then in effect on the date on which the Holder faxes a notice of conversion (the "CONVERSION NOTICE"), duly executed, to the Maker (facsimile number (775) 588-2499, Attn.: Secretary) (the "CONVERSION DATE"), PROVIDED, HOWEVER, that the -6- Conversion Price shall be subject to adjustment as described in Section 3.6 below. The Holder shall deliver this Note to the Maker at the address designated in the Purchase Agreement at such time that this Note is fully converted. With respect to partial conversions of this Note, the Maker shall keep written records of the amount of this Note converted as of each Conversion Date. Section 3.2 CONVERSION PRICE. (a) The term "CONVERSION PRICE" shall mean an amount equal to the lesser of (x) $.0001 and (y) sixty percent (60%) of the average of the three (3) lowest Closing Bid Prices for the ten (10) Trading Days immediately preceding the Conversion Date; PROVIDED, HOWEVER, in the event the Common Stock is delisted from the OTC Bulletin Board and is no longer subject to the reporting requirements of the Exchange Act, the Conversion Price shall mean an amount equal to the lesser of (x) $.0001 and (y) thirty percent (30%) of the average of the three (3) lowest Closing Bid Prices for the ten (10) Trading Days immediately preceding the Conversion Date. The Conversion Price shall be subject to adjustment under Section 3.6 hereof. (b) Notwithstanding any of the foregoing to the contrary, if during any period (a "BLACK-OUT PERIOD"), a Holder is unable to trade any Common Stock issued or issuable upon conversion of this Note immediately due to the postponement of filing or delay or suspension of effectiveness of a registration statement or because the Maker has otherwise informed such Holder that an existing prospectus cannot be used at that time in the sale or transfer of such Common Stock (provided that such postponement, delay, suspension or fact that the prospectus cannot be used is not due to factors solely within the control of the Holder), such Holder shall have the option but not the obligation on any Conversion Date within ten (10) Trading Days following the expiration of the Black-out Period of using the Conversion Price applicable on such Conversion Date or any Conversion Price selected by such Holder that would have been applicable had such Conversion Date been at any earlier time during the Black-out Period or within the ten (10) Trading Days thereafter. In no event shall the Black-out Period have any effect on the Maturity Date of this Note. Section 3.3 MECHANICS OF CONVERSION. (a) Not later than three (3) Trading Days after any Conversion Date, the Maker or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company ("DTC") account on the Holder's behalf via the Deposit Withdrawal Agent Commission System ("DWAC") as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than three (3) Trading Days after any Conversion Date, the Maker shall deliver to the applicable Holder by express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of this Note (the "DELIVERY DATE"). If in the case of any Conversion Notice such certificate or certificates are not delivered to or as -7- directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. (b) The Maker understands that a delay in the delivery of the shares of Common Stock upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder. So long as the shares of Common Stock issuable upon conversion of this Note are listed for trading on the OTC Bulletin Board, if the Maker fails to deliver to the Holder such shares via DWAC or a certificate or certificates pursuant to this Section hereunder by the Delivery Date, the Maker shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered, together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of (A) (i) 1% of the aggregate principal amount of the Notes requested to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Notes requested to be converted for each Trading Day thereafter and (B) $2,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein shall limit a Holder's right to pursue actual damages for the Maker's failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the Maker shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Conversion Notice is withdrawn. (c) In addition to any other rights available to the Holder, so long as the shares of Common Stock issuable upon conversion of this Note are listed for trading on the OTC Bulletin Board, if the Maker fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the shares of Common Stock issuable upon conversion of this Note on or before the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon conversion of this Note which the Holder anticipated receiving upon such exercise (a "BUY-IN"), then the Maker shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Common Stock issuable upon conversion of this Note that the Maker was required to deliver to the Holder in connection with the conversion at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Note and equivalent number of shares of Common Stock for -8- which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Maker timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Maker shall be required to pay the Holder $1,000. The Holder shall provide the Maker written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Maker. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Maker's failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof. Section 3.4 OWNERSHIP CAPS AND CERTAIN CONVERSION RESTRICTIONS. (a) Notwithstanding anything to the contrary set forth in Section 3 of this Note, at no time may the Holder convert all or a portion of this Note if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the Holder and its affiliates at such time (including pursuant to the Warrants), the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time; PROVIDED, HOWEVER, that upon the Holder providing the Maker with sixty-one (61) days notice (pursuant to Section 4.1 hereof) (the "WAIVER NOTICE") that the Holder would like to waive this Section 3.4(a) with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 3.4(a) will be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice. (b) Notwithstanding anything to the contrary set forth in Section 3 of this Note, at no time may the Holder convert all or a portion of this Note if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the Holder and its affiliates at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time (including pursuant to the Warrants); PROVIDED, HOWEVER, that upon the Holder providing the Maker with a Waiver Notice that the Holder would like to waive Section 3.4(b) of this Note with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 3.4(b) shall be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice. Section 3.5 INTENTIONALLY OMITTED. Section 3.6 ADJUSTMENT OF CONVERSION PRICE. -9- (a) The Conversion Price shall be subject to adjustment from time to time as follows: (i) ADJUSTMENTS FOR STOCK SPLITS AND COMBINATIONS. If the Maker shall at any time or from time to time after the Issuance Date, effect a stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Maker shall at any time or from time to time after the Issuance Date, combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 3.6(a)(i) shall be effective at the close of business on the date the stock split or combination occurs. (ii) ADJUSTMENTS FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS. If the Maker shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying, the applicable Conversion Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. (iii) ADJUSTMENT FOR OTHER DIVIDENDS AND DISTRIBUTIONS. If the Maker shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the applicable Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holders of this Note shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Maker which they would have received had this Note been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Section 3.6(a)(iii) with respect to the rights of the holders of this Note and the Other Notes; PROVIDED, HOWEVER, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions. -10- (iv) ADJUSTMENTS FOR RECLASSIFICATION, EXCHANGE OR SUBSTITUTION. If the Common Stock issuable upon conversion of this Note at any time or from time to time after the Issuance Date shall be changed to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections 3.6(a)(i), (ii) and (iii), or a reorganization, merger, consolidation, or sale of assets provided for in Section 3.6(a)(v)), then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such Note might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein. (v) ADJUSTMENTS FOR REORGANIZATION, MERGER, CONSOLIDATION OR SALES OF ASSETS. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3.6(a)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 3.6(a)(iv)), or a merger or consolidation of the Maker with or into another corporation where the holders of outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the Maker's properties or assets to any other person (an "ORGANIC CHANGE"), then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange or a national automated quotation system or the OTC Bulletin Board, an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert such Note into the kind and amount of shares of stock and other securities or property of the Maker or any successor corporation resulting from Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange or a national automated quotation system or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3.6(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3.6(a)(v) (including any adjustment in the applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of this Note and the Other Notes) shall be applied after that event in as nearly an equivalent manner as may be practicable. -11- (vi) ADJUSTMENTS FOR ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK. In the event the Maker, shall, at any time, from time to time, issue or sell any additional shares of common stock (otherwise than as provided in the foregoing subsections (i) through (v) of this Section 3.6(a) or pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date) ("ADDITIONAL SHARES OF COMMON Stock"), at a price per share less than the Conversion Price then in effect or without consideration, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration per share paid for such Additional Shares of Common Stock. (vii) ISSUANCE OF COMMON STOCK EQUIVALENTS. The provisions of this Section 3.6(a)(vii) shall apply if (a) the Maker, at any time after the Issuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock ("CONVERTIBLE SECURITIES"), other than the Notes, or (b) any rights or warrants or options to purchase any such Common Stock or Convertible Securities (collectively, the "COMMON STOCK EQUIVALENTS") shall be issued or sold. If the price per share for which Additional Shares of Common Stock may be issuable pursuant to any such Common Stock Equivalent shall be less than the applicable Conversion Price then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the applicable Conversion Price in effect at the time of such amendment or adjustment, then the applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (vi) of this Section 3.6(a). No adjustment shall be made to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a result of the issuance or purchase of any Convertible Security or Common Stock Equivalent. (viii) CONSIDERATION FOR STOCK. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a -12- consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker. (b) RECORD DATE. In case the Maker shall take record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase Common Stock or Convertible Securities, then the date of the issue or sale of the shares of Common Stock shall be deemed to be such record date. (c) CERTAIN ISSUES EXCEPTED. Anything herein to the contrary notwithstanding, the Maker shall not be required to make any adjustment to the Conversion Price in connection with (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to the conversion or exercise of convertible or excercisable securities issued or outstanding on or prior to the Issuance Date (so long as the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Holders), (iii) the shares of Common Stock issuable upon the conversion of this Note and the Other Notes or the exercise of the Warrants, (iv) Common Stock issued or the issuance or grants of options to purchase Common Stock pursuant to the Company's stock option plans and employee stock purchase plans as they now exist on the Issuance Date and approved by the Board and (v) the payment of any principal or interest in shares of Common Stock pursuant to this Note or the Other Notes. (d) NO IMPAIRMENT. The Maker shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Maker, but will at all times in good faith, assist in the carrying out of all the provisions of this Section 3.6 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the Holder against impairment. In the event a Holder shall elect to convert any Notes as provided herein, the Maker cannot refuse conversion based on any claim that such Holder or any one associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, or notice, restraining and or adjoining conversion of all or of said Notes shall have issued and the Maker posts a surety bond for the benefit of such Holder in an amount equal to one hundred thirty percent (130%) of the amount of the Notes the -13- Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder (as liquidated damages) in the event it obtains judgment. (e) CERTIFICATES AS TO ADJUSTMENTS. Upon occurrence of each adjustment or readjustment of the Conversion Price or number of shares of Common Stock issuable upon conversion of this Note pursuant to this Section 3.6, the Maker at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth such adjustment and readjustment, showing in detail the facts upon which such adjustment or readjustment is based. The Maker shall, upon written request of the Holder, at any time, furnish or cause to be furnished to the Holder a like certificate setting forth such adjustments and readjustments, the applicable Conversion Price in effect at the time, and the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon the conversion of this Note. Notwithstanding the foregoing, the Maker shall not be obligated to deliver a certificate unless such certificate would reflect an increase or decrease of at least one percent (1%) of such adjusted amount. (f) ISSUE TAXES. The Maker shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of this Note pursuant thereto; PROVIDED, HOWEVER, that the Maker shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such conversion. (g) FRACTIONAL SHARES. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of any fractional shares to which the Holder would otherwise be entitled, the Maker shall pay cash equal to the product of such fraction multiplied by the average of the Closing Bid Prices of the Common Stock for the five (5) consecutive Trading Days immediately preceding the Conversion Date. (h) RESERVATION OF COMMON STOCK. The Maker shall at all times when this Note shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of this Note; PROVIDED that the number of shares of Common Stock so reserved shall at no time be less than one hundred fifty percent (150%) of the number of shares of Common Stock for which this Note is at any time convertible. The Maker shall, from time to time in accordance with the Nevada General Corporation Law, increase the authorized number of shares of Common Stock if at any time the unissued number of authorized shares shall not be sufficient to satisfy the Maker's obligations under this Section 3.6(h). (i) REGULATORY COMPLIANCE. If any shares of Common Stock to be reserved for the purpose of conversion of this Note require registration or listing with or approval of any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise before such shares may be validly issued or delivered upon conversion, the Maker shall, at its sole cost and expense, in good faith and as expeditiously as possible, endeavor to secure such registration, listing or approval, as the case may be. -14- Section 3.7 PREPAYMENT. (a) PREPAYMENT UPON AN EVENT OF DEFAULT. Notwithstanding anything to the contrary contained herein, upon the occurrence of an Event of Default described in Section 2.1 hereof, the Holder shall have the right, at such Holder's option, to require the Maker to prepay in cash all or a portion of this Note at a price equal to one hundred ten percent (110%) of the aggregate principal amount of this Note plus all accrued and unpaid interest applicable at the time of such request. Nothing in this Section 3.7(a) shall limit the Holder's rights under Section 2.2 hereof. (b) PREPAYMENT OPTION UPON MAJOR TRANSACTION. In addition to all other rights of the Holder contained herein, simultaneous with the occurrence of a Major Transaction (as defined below), the Holder shall have the right, at the Holder's option, to require the Maker to prepay all or a portion of the Holder's Notes at a price equal to one hundred ten percent (110%) of the aggregate principal amount of this Note plus all accrued and unpaid interest (the "MAJOR TRANSACTION PREPAYMENT PRICE"). (c) PREPAYMENT OPTION UPON TRIGGERING EVENT. In addition to all other rights of the Holder contained herein, after a Triggering Event (as defined below), the Holder shall have the right, at the Holder's option, to require the Maker to prepay all or a portion of this Note in cash at a price equal to one hundred twenty percent (120%) of the aggregate principal amount of this Note plus all accrued and unpaid interest (the "TRIGGERING EVENT PREPAYMENT PRICE," and, collectively with the Major Transaction Prepayment Price, the "PREPAYMENT PRICE"). (d) INTENTIONALLY OMITTED. (e) "MAJOR TRANSACTION." A "MAJOR TRANSACTION" shall be deemed to have occurred at such time as any of the following events: (i) the consolidation, merger or other business combination of the Maker with or into another Person (as defined in Section 4.13 hereof) (other than (A) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Maker or (B) a consolidation, merger or other business combination in which holders of the Maker's voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities). (ii) the sale or transfer of more than fifty percent (50%) of the Maker's assets (based on the fair market value as determined in good faith by the Maker's Board of Directors) other than inventory in the ordinary course of business in one or a related series of transactions; or -15- (iii) closing of a purchase, tender or exchange offer made to the holders of more than fifty percent (50%) of the outstanding shares of Common Stock in which more than fifty percent (50%) of the outstanding shares of Common Stock were tendered and accepted. (f) "TRIGGERING EVENT." A "TRIGGERING EVENT" shall be deemed to have occurred at such time as any of the following events: (i) the suspension from listing, without subsequent listing on any one of, or the failure of the Common Stock to be listed on at least one of the American Stock Exchange, Nasdaq Global Market, Nasdaq Global Select Market, Nasdaq Capital Market, New York Stock Exchange, Inc. or OTC Bulletin Board, for a period of twenty (20) consecutive Trading Days; (ii) the Maker's notice to any holder of the Notes, including by way of public announcement, at any time, of its inability to comply (including for any of the reasons described in Section 3.8) or its intention not to comply with proper requests for conversion of any Notes into shares of Common Stock; or (iii) the Maker's failure to comply with a Conversion Notice tendered in accordance with the provisions of this Note within ten (10) business days after the receipt by the Maker of the Conversion Notice; or (iv) the Maker deregisters its shares of Common Stock and as a result such shares of Common Stock are no longer publicly traded; or (v) the Maker consummates a "going private" transaction and as a result the Common Stock is no longer registered under Sections 12(b) or 12(g) of the Exchange Act; or (vi) the Maker breaches any representation, warranty, covenant or other term or condition of the Purchase Agreement, this Note or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated thereby or hereby, except to the extent that such breach would not have a Material Adverse Effect (as defined in the Purchase Agreement) and except, in the case of a breach of a covenant which is curable, only if such breach continues for a period of a least ten (10) business days. (g) INTENTIONALLY OMITTED. (h) MECHANICS OF PREPAYMENT AT OPTION OF HOLDER UPON MAJOR TRANSACTION. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Major Transaction, but not prior to the public announcement of such Major Transaction, the Maker shall deliver written notice thereof via facsimile and overnight courier ("NOTICE OF MAJOR TRANSACTION") to the Holder of this Note. At any time after receipt of a Notice of Major Transaction (or, in the event a Notice of Major Transaction is not delivered at -16- least ten (10) days prior to a Major Transaction, at any time within ten (10) days prior to a Major Transaction), any holder of the Notes then outstanding may require the Maker to prepay, effective immediately prior to the consummation of such Major Transaction, all of the holder's Notes then outstanding by delivering written notice thereof via facsimile and overnight courier ("NOTICE OF PREPAYMENT AT OPTION OF HOLDER UPON MAJOR TRANSACTION") to the Maker, which Notice of Prepayment at Option of Holder Upon Major Transaction shall indicate (i) the principal amount of the Notes that such holder is electing to have prepaid and (ii) the applicable Major Transaction Prepayment Price, as calculated pursuant to Section 3.7(b) above. (i) MECHANICS OF PREPAYMENT AT OPTION OF HOLDER UPON TRIGGERING EVENT. Within one (1) business day after the occurrence of a Triggering Event, the Maker shall deliver written notice thereof via facsimile and overnight courier ("NOTICE OF TRIGGERING EVENT") to each holder of the Notes. At any time after the earlier of a holder's receipt of a Notice of Triggering Event and such holder becoming aware of a Triggering Event, any holder of this Note and the Other Notes then outstanding may require the Maker to prepay all of the Notes on a pro rata basis by delivering written notice thereof via facsimile and overnight courier ("NOTICE OF PREPAYMENT AT OPTION OF HOLDER UPON TRIGGERING EVENT") to the Maker, which Notice of Prepayment at Option of Holder Upon Triggering Event shall indicate (i) the amount of the Note that such holder is electing to have prepaid and (ii) the applicable Triggering Event Prepayment Price, as calculated pursuant to Section 3.7(c) above. A holder shall only be permitted to require the Maker to prepay the Note pursuant to Section 3.7 hereof for the greater of a period of ten (10) days after receipt by such holder of a Notice of Triggering Event or for so long as such Triggering Event is continuing. (j) PAYMENT OF PREPAYMENT PRICE. Upon the Maker's receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Notes, the Maker shall immediately notify each holder of the Notes by facsimile of the Maker's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction and each holder which has sent such a notice shall promptly submit to the Maker such holder's certificates representing the Notes which such holder has elected to have prepaid. The Maker shall deliver the applicable Triggering Event Prepayment Price, in the case of a prepayment pursuant to Section 3.7(i), to such holder within five (5) business days after the Maker's receipt of a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h), the Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that a holder's original Note shall have been so delivered to the Maker; provided further that if the Maker is unable to prepay all of the Notes to be prepaid, the Maker shall prepay an amount from each holder of the Notes being prepaid equal to such holder's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition -17- to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the "VOID OPTIONAL PREPAYMENT OPTION") to, in lieu of prepayment, require the Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Maker via facsimile (the "VOID OPTIONAL PREPAYMENT NOTICE"). Upon the Maker's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Maker shall immediately return any Notes submitted to the Maker by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction. (k) MAKER PREPAYMENT OPTION. At any time following the Issuance Date, the Maker may prepay in cash all or any portion of the outstanding principal amount of this Note together with all accrued and unpaid interest thereon upon ten (10) business days prior written notice to the Holder (the "MAKER'S PREPAYMENT NOTICE") at a price (the "MAKER'S PREPAYMENT PRICE") equal to one hundred ten percent (110%) of the aggregate principal amount of this Note plus any accrued but unpaid interest outstanding at such time; PROVIDED, HOWEVER, that if the Holder has delivered a Conversion Notice to the Maker or delivers a Conversion Notice within such ten (10) Trading Day period following delivery of the Maker's Prepayment Notice, the principal amount of this Note designated to be converted may not be prepaid by the Maker and shall be converted in accordance with Section 3.3 hereof; PROVIDED FURTHER that if during the period between delivery of the Maker's Prepayment Notice and the Maker's Prepayment Date (as defined below), the Holder shall become entitled to deliver a Notice of Prepayment at Option of Holder Upon Major Transaction or Notice of Prepayment at Option of Holder upon Triggering Event, then such rights of the Holder, at its option, shall take precedence over the previously delivered Maker Prepayment Notice. The Maker's Prepayment Notice shall state the date of prepayment which date shall be the eleventh (11th) Trading Day after the Maker has delivered the Maker's Prepayment Notice (the "MAKER'S PREPAYMENT -18- DATE"), the Maker's Prepayment Price and the principal amount of this Note to be prepaid by the Maker. The Maker shall deliver the Maker's Prepayment Price on the Maker's Prepayment Date, PROVIDED, that if the Holder delivers a Conversion Notice before the Maker's Prepayment Date, then the portion of the Maker's Prepayment Price which would be paid to prepay this Note covered by such Conversion Notice shall be returned to the Maker upon delivery of the Common Stock issuable in connection with such Conversion Notice to the Holder. On the Maker's Prepayment Date, the Maker shall pay the Maker's Prepayment Price, subject to any adjustment pursuant to the immediately preceding sentence, to the Holder. If the Maker fails to pay the Maker's Prepayment Price by the eleventh (11th) Trading Day after the Maker has delivered the Maker's Prepayment Notice, the Maker's Prepayment Notice will be declared null and void AB INITIO and the Maker shall lose its right to prepay this Note pursuant to this Section 3.7(k) in the future. Notwithstanding the foregoing to the contrary, the Maker may effect a prepayment pursuant to this Section 3.7(k) only if (A) a registration statement providing for the resale of the shares of Common Stock issuable upon conversion of this Note is effective and has been effective, without lapse or suspension of any kind, for a period of twenty (20) consecutive calendar days immediately preceding the Maker's Prepayment Notice through the Maker's Prepayment Date, or the shares of Common Stock may be sold without any volume limitations pursuant to Rule 144 under the Securities Act, (B) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the American Stock Exchange (or other exchange or market on which the Common Stock is trading), (C) the Maker is in material compliance with the terms and conditions of this Note and the other Transaction Documents, and (D) the Maker is not in possession of any material non-public information. Section 3.8 INABILITY TO FULLY CONVERT. (a) HOLDER'S OPTION IF MAKER CANNOT FULLY CONVERT. If, upon the Maker's receipt of a Conversion Notice, the Maker cannot issue registered shares of Common Stock for any reason, including, without limitation, because the Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion Notice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under a registration statement, then the Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder's Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder's option, can elect to: (i) require the Maker to prepay that portion of this Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "MANDATORY PREPAYMENT") at a price per share equal to the Triggering Event Prepayment Price as of such Conversion Date (the "MANDATORY PREPAYMENT PRICE"); -19- (ii) if the Maker's inability to fully convert is pursuant to Section 3.8(a)(y) above, require the Maker to issue restricted shares of Common Stock in accordance with such holder's Conversion Notice; (iii) void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder's voiding its Conversion Notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice); (iv) exercise its Buy-In rights pursuant to and in accordance with the terms and provisions of Section 3.3(c) of this Note. In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Maker cannot refuse conversion based on any claim that such Holder or any one associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Maker posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment. (b) MECHANICS OF FULFILLING HOLDER'S ELECTION. The Maker shall immediately send via facsimile to the Holder, upon receipt of a facsimile copy of a Conversion Notice from the Holder which cannot be fully satisfied as described in Section 3.8(a) above, a notice of the Maker's inability to fully satisfy the Conversion Notice (the "INABILITY TO FULLY CONVERT NOTICE"). Such Inability to Fully Convert Notice shall indicate (i) the reason why the Maker is unable to fully satisfy such holder's Conversion Notice, (ii) the amount of this Note which cannot be converted and (iii) the applicable Mandatory Prepayment Price. The Holder shall notify the Maker of its election pursuant to Section 3.8(a) above by delivering written notice via facsimile to the Maker ("NOTICE IN RESPONSE TO INABILITY TO CONVERT"). (c) PAYMENT OF PREPAYMENT PRICE. If the Holder shall elect to have its Notes prepaid pursuant to Section 3.8(a)(i) above, the Maker shall pay the Mandatory Prepayment Price to the Holder within thirty (30) days of the Maker's receipt of the Holder's Notice in Response to Inability to Convert, PROVIDED that prior to the Maker's receipt of the Holder's Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting in the Mandatory Prepayment has been cured and all Conversion Shares issuable to the Holder can and will be delivered to the Holder in accordance with the terms of this Note. If the Maker shall fail to pay the applicable Mandatory Prepayment Price to the Holder on the date that is one (1) business day following the Maker's receipt of the Holder's Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy the Holder may -20- have under this Note and the Purchase Agreement, such unpaid amount shall bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the full Mandatory Prepayment Price is paid in full to the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Note for which the full Mandatory Prepayment Price has not been paid, (ii) receive back such Note, and (iii) require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment. (d) PRO-RATA CONVERSION AND PREPAYMENT. In the event the Maker receives a Conversion Notice from more than one holder of the Notes on the same day and the Maker can convert and prepay some, but not all, of the Notes pursuant to this Section 3.8, the Maker shall convert and prepay from each holder of the Notes electing to have its Notes converted and prepaid at such time an amount equal to such holder's pro-rata amount (based on the principal amount of the Notes held by such holder relative to the principal amount of the Notes outstanding) of all the Notes being converted and prepaid at such time. Section 3.9 NO RIGHTS AS SHAREHOLDER. Nothing contained in this Note shall be construed as conferring upon the Holder, prior to the conversion of this Note, the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Maker or of any other matter, or any other rights as a shareholder of the Maker. ARTICLE IV MISCELLANEOUS Section 4.1 NOTICES. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery, telecopy or facsimile at the address or number designated in the Purchase Agreement (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the third business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The Maker will give written notice to the Holder at least ten (10) days prior to the date on which the Maker takes a record (x) with respect to any dividend or distribution upon -21- the Common Stock, (y) with respect to any pro rata subscription offer to holders of Common Stock or (z) for determining rights to vote with respect to any Organic Change, dissolution, liquidation or winding-up provided, notwithstanding the foregoing in no event shall such notice be provided to such holder prior to such information being made known to the public. The Maker will also give written notice to the Holder at least ten (10) days prior to the date on which any Organic Change, dissolution, liquidation or winding-up will take place provided, notwithstanding the foregoing in no event shall such notice be provided to the Holder prior to such information being made known to the public. The Maker shall promptly notify the Holder of this Note of any notices sent or received, or any actions taken with respect to the Other Notes. Section 4.2 GOVERNING LAW. This Note shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Note shall not be interpreted or construed with any presumption against the party causing this Note to be drafted. Section 4.3 HEADINGS. Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose. Section 4.4 REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including, without limitation, a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a holder's right to pursue actual damages for any failure by the Maker to comply with the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Maker (or the performance thereof). The Maker acknowledges that a breach by it of its obligations hereunder will cause irreparable and material harm to the Holder and that the remedy at law for any such breach may be inadequate. Therefore the Maker agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available rights and remedies, at law or in equity, to seek and obtain such equitable relief, including but not limited to an injunction restraining any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required. Section 4.5 ENFORCEMENT EXPENSES. The Maker agrees to pay all costs and expenses of enforcement of this Note, including, without limitation, reasonable attorneys' fees and expenses. Section 4.6 BINDING EFFECT. The obligations of the Maker and the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not such successors or assigns are permitted by the terms hereof. Section 4.7 AMENDMENTS. This Note may not be modified or amended in any manner except in writing executed by the Maker and the Holder. Section 4.8 COMPLIANCE WITH SECURITIES LAWS. The Holder of this Note acknowledges that this Note is being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise dispose of this Note. This Note and any Note issued in substitution or replacement therefor shall be stamped or imprinted with a legend in substantially the following form: -22- "THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS." Section 4.9 CONSENT TO JURISDICTION. Each of the Maker and the Holder (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in New York county for the purposes of any suit, action or proceeding arising out of or relating to this Note and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Maker and the Holder consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 4.9 shall affect or limit any right to serve process in any other manner permitted by law. Each of the Maker and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Note shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party, AND DO HEREBY WAIVE TRIAL BY JURY. Section 4.10 PARTIES IN INTEREST. This Note shall be binding upon, inure to the benefit of and be enforceable by the Maker, the Holder and their respective successors and assigns. Section 4.11 FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. -23- Section 4.12 MAKER WAIVERS. Except as otherwise specifically provided herein, the Maker and all others that may become liable for all or any part of the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands' and notices in connection with the delivery, acceptance, performance and enforcement of this Note, and do hereby consent to any number of renewals of extensions of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons and without affecting their liability herein and do further consent to the release of any person liable hereon, all without affecting the liability of the other persons, firms or Maker liable for the payment of this Note. (a) No delay or omission on the part of the Holder in exercising its rights under this Note, or course of conduct relating hereto, shall operate as a waiver of such rights or any other right of the Holder, nor shall any waiver by the Holder of any such right or rights on any one occasion be deemed a waiver of the same right or rights on any future occasion. (b) THE MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE. Section 4.13 DEFINITIONS. For the purposes hereof, the following terms shall have the following meanings: "PERSON" means an individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind. "TRADING DAY" means (a) a day on which the Common Stock is traded on the American Stock Exchange or another registered national stock exchange on which the Common Stock is then listed, or (b) if the Common Stock is not listed then on the American Stock Exchange or any registered national stock exchange, a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); PROVIDED, HOWEVER, that in the event that the Common Stock is not listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close. By: /s/ Albert Reda ------------------------------ Name: Albert Reda Title: Chairman of the Board -24- EX-31.1 12 seamless_10k-ex3101.txt CERTIFICATION Exhibit 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 In connection with the Annual Report of Seamless Wi-Fi, Inc. (the "Company") on Form 10-KSB for the period ending June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Albert R. Reda, Chief Executive Officer of the Company, certify, pursuant to Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934 (the "Exchange Act"), as adopted pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that: 1. I have reviewed this Report; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of, and for, the periods presented in this Report; 4. I and the other certifying officers of the Company are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including any consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared; (b) Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and (c) Disclosed in this Report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and 5. I and the other certifying officers have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and to the audit committee of the Company's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. /s/ Albert R. Reda - ------------------ Albert R. Reda, Chief Executive Officer October 26, 2009 EX-31.2 13 seamless_10k-ex3102.txt CERTIFICATION Exhibit 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 In connection with the Annual Report of Seamless Wi-Fi, Inc. (the "Company") on Form 10-KSB for the period ending June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Albert R. Reda, Chief Executive Officer of the Company, certify, pursuant to Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934 (the "Exchange Act"), as adopted pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that: 1. I have reviewed this Report; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of, and for, the periods presented in this Report; 4. I and the other certifying officers of the Company are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including any consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared; (b) Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and (c) Disclosed in this Report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and 5. I and the other certifying officers have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and to the audit committee of the Company's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. /s/ Albert R. Reda - ------------------ Albert R. Reda, Chief Executive Officer October 26, 2009 EX-32 14 seamless_10k-ex32.txt CERTIFICATION Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Seamless Wi-Fi, Inc. (the "Company") on Form 10-KSB for the period ending June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Albert R. Reda, Chief Executive Officer, and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Albert R. Reda - ------------------ Albert R. Reda Chief Executive Officer and Chief Financial Officer October 26, 2009 -----END PRIVACY-ENHANCED MESSAGE-----