UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 18, 2005
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SEAMLESS WI-FI, INC
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(Exact name of registrant as specified in its charter).
Nevada 0-20259 33-0845463
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10120 South Eastern Avenue, Suite 200, Henderson, Nevada 89052
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(Address of principal executive offices) (Zip Code)
775-588-2387
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Registrant's telephone number, including area code
(Former name or former address, changes since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
followings provisions (see General Instructions A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 1-Registrant's Business and Operations
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Item 1.01 Entry into a Material Definitive Agreement.
On or about October 17, 2005, the Seamless Skyy-Fi, Inc. ("SSF"), a subsidiary
of the Registrant, Seamless Wi-Fi, Inc., entered into an Asset Purchase
Agreement (the "Agreement") with Indigo Technology Services, Inc., a Georgia
corporation ("ITS") whereby ITS shall sell to SSF one-hundred percent (100%) of
the assets of ITS, including certain tangible and intangible assets, contracts,
rights, and properties, including without limitation the Intellectual Property
Rights and websites associated with ITS's GuestWorx Business, including, but not
limited to the GuestWorx Software, particularly described in Exhibit A of the
Agreement (the "Assets") in exchange for the number of Shares of the
Registrant's Series C Preferred Stock with a fair market value of one hundred
thousand dollars ($100,000). The fair market value of one share of the
Registrant's Series C Preferred Stock shall equal the arithmetic mean closing
market value of the Registrant's common stock for the ten trading days
immediately preceding the Closing Date.
The Purchase Agreement filed herewith as Exhibit 10.0 and the description of the
transaction contained herein is qualified in its entirety by referent to such
Exhibit.
Exhibit No. Description of Exhibit
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10.0 Asset Purchase Agreement between Indigo Technology Services,
Inc., a Georgia corporation and Seamless Skyy-Fi, Inc., a
Nevada corporation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Seamless Wi-Fi, Inc.
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(Registrant)
October 18, 2005
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Date
/s/ Albert R. Reda
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Albert R. Reda, President