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