UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date  of  Report  (Date  of  earliest  event  reported)  May  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.)

800N.  Rainbow  Blvd,  Suite  208,Las  Vegas,  Nevada              89107
-----------------------------------------------------              -----
(Address  of  principal  executive  offices)                     (Zip Code)

                                     775-588-2387
                                     ------------
               Registrant's telephone number, including area code

                                      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  May  23, 2006 the registrants Preferred A shares issued and outstanding were
reduced  by 4,510 shares to 956,841 these shares were converted to common stock.
The  registrant's  common  stock  increased  to  231,937,154

This  conversion  was  pursuant to loan agreements between Ayuda Funding and the
Registrant  for  an  additional  $600,000,  over  its  current  loan  amount  of
$2,000,000  of  which  $1,626,000  was  reported  in  10Q for March 31, 2006 and
includes  the  $374,000  that  was  funded  after  the  end  of  the  quarter.


                                   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)

May  24,  2006
--------------
Date

/s/  Albert  R.  Reda
---------------------
Albert  R.  Reda,  President