-----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, P/GL22h1yShX4gf1rV/4D02henqM/KVbSR9JwYrmyr7wUiuqjiY6C9rMfuw+3R0W iTToeThKtt7snWBa5IjAXw== 0001176721-06-000038.txt : 20060221 0001176721-06-000038.hdr.sgml : 20060220 20060221153924 ACCESSION NUMBER: 0001176721-06-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060117 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060221 DATE AS OF CHANGE: 20060221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEAMLESS WI-FI, INC. CENTRAL INDEX KEY: 0000880584 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 330845463 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20259 FILM NUMBER: 06632887 BUSINESS ADDRESS: STREET 1: 800 N. RAINBOW BLVD. SUITE 208 CITY: LAS VEGAS STATE: NV ZIP: 89107 BUSINESS PHONE: 775-588-2387 MAIL ADDRESS: STREET 1: 800 N. RAINBOW BLVD. SUITE 208 CITY: LAS VEGAS STATE: NV ZIP: 89107 FORMER COMPANY: FORMER CONFORMED NAME: INTERNET BUSINESS INTERNATIONAL INC DATE OF NAME CHANGE: 19990430 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL FOOD & BEVERAGE INC /DE/ DATE OF NAME CHANGE: 19930328 8-K 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 17, 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 January 5, 2006 the corporation filed a Schedule 14A several questions were sent to the Registrant regarding the "Preliminary Proxy Statement" from the United States Security and Exchange Commissions Division of Corporate Finance. The responses to those question are dated January 17, 2006, January 24, 2006 and February 8, 2006 and are attached. 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. - ---------------------- (Registrant) February 14, 2006 - ------------------- Date /s/ Albert R. Reda - --------------------- Albert R. Reda, President Section 9 - Financial Statements and Exhibits - --------------------------------------------------- Item 9.01 Financial Statements and Exhibits. (a) Financial Statements. None. (b) Pro Forma Financial Information. None. (c) Exhibits. Dated January 17, 2006, January 24, 2006 and February 8, 2006. EX-99.1 2 doc2.txt Exhibits; Dated January 17, 2006, January 17, 2006 Security and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Barbara C. Jacobs and/or Daniel Lee Regarding; the January 12, 2006 memo addressed to Ms. Carroll Corporate Secretary of Seamless Wi-Fi, Inc. File No. 0-20259 Dear Ms. Jacobs This is response to your memo regarding the Schedule 14A filed January 5, 2006. Statement 1. Your Preliminary proxy statement indicates that your name is now Seamless Wi-Fi, Inc. Our EDGAR system still indicates that your company's name is Internet Business International, Inc. We further note the disclosure made in your Form 8-K filed May 16, 2005 of your name change from Alpha Wireless Broadband, Inc. to Seamless Wi-Fi, Inc. Please update your name with our Edgar System. Please feel free to contact our EDGAR Filing Support at (202) 551-8900 for additional guidance. Please advise us how your name changes were implemented without amending your charter to effect the changes in your name. Response to Statement 1. The Company updated the EDGAR Filing System with the invaluable help from the support staff on January 13, 2006.The Company thought that with the filing of the 8-K regarding the name change, that our EDGARization service we used did that automatically we were incorrect. Now since we know we will update accordingly when changes occur. The name change for the corporation was approved by the Board of Directors as stated in our 8-K that was filed June 28, 2005, this action did not require shareholder approval. Statement 2. Other then your current preliminary proxy statement, we note that you have not filed proxy statements with respect to any annual meeting since your proxy statement filed on September 5, 2000. Please advise us why there have been no proxy statements pertaining to an annual meeting that have been filed since September 5, 2000. PAGE 2 of the continued response: Regarding; the January 12, 2006 memo addressed to Ms. Carroll Corporate Secretary of Seamless Wi-Fi, Inc. File No. 0-20259 Response to Statement 2. The reason there have been no proxy statements filed since September 5, 2000 regarding annual meetings is because we have not held an annual meeting since 2000. This will be the first one since then. The Company has not made any changes to the initial filing form 14A because your comments were questions regarding updating the Company information on the EDGAR system and when was the last annual meeting was held by the Company. The Company understands that: 1. It is responsible for the adequacy and accuracy of the disclosures in the filings. 2. The Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and 3. The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If you have additional comments please contact me as 775-588-2387. Sincerely /s/ Mildred Carroll Mildred Carroll Corporate Secretary Seamless Wi-Fi, Inc Exhibit Dated January 24, 2006 January 24, 2006 Security and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Daniel Lee Regarding; the January 23, 2006 conversation with Mr. Tow regarding Seamless Wi-Fi, Inc. File No. 0-20259 Dear Mr. Lee This is response to your conversation with Mr. Tow January 23, 2006 regarding further clarification of the name change filed by the Company on June 28, 2005 and regarding share holder approval of the name change. The name change for the corporation from Alpha Wireless Broadband, In. to Seamless Wi-Fi, Inc was approved by the Board of Directors on May 16, 2005, as permitted by the company bylaws and in line with NRS-78 [Nevada Revised Statutes for Corporations], as stated in our 8-K that was filed June 28, 2005, this action did not require shareholder approval. As you requested a new 8K will be filed with the paragraph above included in the filing regarding the name change. If you have additional comments please contact me as 775-588-2387. Sincerely /s/ Mildred Carroll Mildred Carroll Corporate Secretary Seamless Wi-Fi, Inc Cc. Albert Reda and Marc Tow Esq. Via US Mail and Facsimile Exhibit Dated February 8, 2006. February 8, 2006 Security and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Daniel Lee Regarding; the January 23, 2006 conversation with Mr. Tow regarding Seamless Wi-Fi, Inc. File No. 0-20259 Dear Mr. Lee This is response to your conversation with Mr. Tow January 23, 2006 regarding further clarification of the name change filed by the Company on June 28, 2005 and regarding share holder approval of the name change. This is also a correction as per our previous communication. The name change for the corporation from Alpha Wireless Broadband, In. to Seamless Wi-Fi, Inc was approved by the Board of Directors on May 16, 2005, as permitted by the company bylaws and in line with NRS-78 [Nevada Revised Statutes for Corporations], as stated in our 8-K that was filed June 28, 2005, and a change in an article of incorporation requires consent and approval by the majority of the corporations shareholders. The consent and approval by the majority of the Shareholders was obtained in a subsequent action May 19, 2005. The reason this was not disclosed in earlier communications because we forgot that we obtained share holder approval. When we filed the May 25, 2005 amendment with the state of Nevada we confirmed that we had a majority of the shareholders consent and approval for the name change. We will file a new 8K that will include the correction regarding the fact that we did obtain the consent and approval of the majority of the shareholders for the name change. If you have additional comments please contact me as 775-588-2387. Sincerely /s/Mildred Carroll Mildred Carroll Corporate Secretary Seamless Wi-Fi, Inc Cc. Albert Reda and Marc Tow Esq. Via US Mail and Facsimile -----END PRIVACY-ENHANCED MESSAGE-----