8-K 1 doc1.txt Date of Report (Date of earliest event reported) January 24, 2006 ------------------ SEAMLESS WI-FI, INC. --------------------- (Exact name of registrant as specified in its charter) Nevada 0-20259 33-0845463 ------ ------- ---------- (State or other (Commission (IRS Employer jurisdiction of incorporation) File Number) Identification No.) 800 N. Rainbow Blvd, Suite 208, Las Vegas, Nevada 89107 ------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) 775-588-2387 ------------ Registrant's telephone number, including area code None ---- (Former name or former address, changes since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the followings provisions (see General Instructions A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 1 - Registrant's Business and Operations ------------------------------------------------------ Item 8.01 Other Events On December 23, 2005 Software Technology and Consulting, Inc., (STCI) was sent a Notice of Default regarding their failure to deliver a completely debugged and corrected software program as per the discussion and agreement made on a conference call November 28, 2005 at 1:PM Eastern which pertained to the software program to be delivered pursuant to the written agreement executed by STCI and by Seamless in early 2005 and dated February 14, 2005. These programming bugs were discovered during the Company's Beta Testing of the product in October of 2005 when the core product was tested and it was found that several key functions failed to operate properly. STCI assured the Company that the problems would be fixed before December 15, 2005. However, STCI failed to correct all the problems as per February 14, 2005 agreement, STCI was sent a "Notice of Default" for which STCI had 30 days to correct. As of this date no effort has been made by STCI to correct the problems and complete this project. Attached is the "Notice of Default". Exhibit No. Description of Exhibit 10.0 December 23, 2005 Notice of Default and List of Items not corrected. ---- ----------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Seamless Wi-Fi, Inc, Inc. ---------------------------- (Registrant) January 24, 2006 ------------------ Date /s/ Albert R. Reda ---------------------------- Albert R. Reda, President