UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 000-20259
SEAMLESS CORPORATION
(Exact name of small business issuer as specified in its charter)
NEVADA 33-0845463
------ ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
800 N. RAINBOW BLVD., STE. 208, LAS VEGAS, NV 89109
(Address of principal executive offices)
(702) 448-1861 (Issuer's
telephone number)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period 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 is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of June 5, 2009 the number of shares of common stock issued and outstanding
was 7,283,551,507
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X}
INDEX
Page
Number
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet - March 31, 2009 (Unaudited) and June 30, 2008 (audited) 2
Statements of Operations -
For the three months and nine months ended March 31, 2009 and 2008 3
Statements of Cash Flow -
For the nine months ended March 31, 2009 and 2008 4
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Controls and Procedures 20
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5. Other Information 20
Item 6. Exhibits 21
SIGNATURES
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEAMLESS CORPORATION
f/k/a/ SEAMLESS WI-FI, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, 2009 June 30, 2008
Current assets (unaudited) (audited)
------------ ------------
Inventory $ -- $ 150,000
Prepaid license fees -- 490,000
Other current assets 15,634 6,800
Current assets of discontinued operations -- 2,996,512
-- --
------------ ------------
Total current assets 15,634 3,643,312
Property and equipment (net of accumulated depreciation of $50,094 and
$76,169 at March 31, 2009 and June 30, 2008, respectively) 2,080,000 2,227,036
Security deposit 13,910 21,561
------------ ------------
TOTAL ASSETS $ 2,109,544 $ 5,891,909
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Bank overdraft $ 4,172 $ 2,930
Accounts payable and accrued expenses 1,010,513 1,394,707
Other current liabilities 101,794 55,456
Payable to officer 339,149 174,874
Current liabilities of discontinued operations 361,054 361,054
------------ ------------
Total current liabilities 1,816,682 1,989,021
------------ ------------
Commitments and contingencies (See Note 9)
Stockholders' equity
Preferred A stock, par value $0.001, 4,000,000 shares and 10,000,000 449 692
shares authorized at March 31, 2009 and June 30, 2008,
449,493 shares and 692,312 shares issued and outstanding at
March 31, 2009 and June 30, 2008
Preferred B stock, par value $0.001, 1,000,000 and 10,000,000 shares -- --
authorized at March 31, 2009 and June 30, 2008
0 shares issued and outstanding
Preferred C stock, par value $0.001, 5,000,000 shares authorized at 2,552 2,700
March 31, 2009 and June 30, 2008, 2,552,000 shares and
2,700,000 shares issued and outstanding at March 31, 2009 and
June 30, 2008
Common stock, par value $0.001, 10,990,000,000 shares and 11,000,000 3,246,081 227,891
shares authorized at March 31, 2009 and June 30, 2008,
3,246,080,963 shares and 227,890,963 shares issued and outstanding
at March 31, 2009 and June 30, 2008
Additional paid-in capital 23,113,186 25,793,219
Stock subscription receivable (540,750) (1,340,750)
Accumulated deficit 25,428,657 (20,680,864)
------------ ------------
Total stockholders' equity 392,861 4,002,888
Less: Treasury stock at cost (100,000) (100,000)
------------ ------------
Stockholders' equity 292,861 3,902,888
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,109,544 $ 5,891,909
============ ============
The accompanying notes are an integral part of these financial statements.
3
SEAMLESS CORPORATION
f/k/a/ SEAMLESS WI-FI, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED MARCH 31,
(unaudited)
3 MONTHS 9 MONTHS
---------------------------------- ----------------------------------
2009 2008 2009 2008
--------------- --------------- --------------- ---------------
Revenues $ 135 $ -- $ 608 $ --
Cost of revenues 1,423 19,985 10,342 25,375
--------------- --------------- --------------- ---------------
Gross Income (Loss) (1,288) (19,985) (9,734) (25,375)
--------------- --------------- --------------- ---------------
Expenses:
Selling, general and admin. 114,235 285,478 672,598 485,629
Consulting -- 325,132 10,000 326,800
Interest -- -- 21 4,454
Legal 31,547 303,237 37,939 316,726
Officer Payroll 75,000 53,066 225,000 252,433
Settlement fee -- -- 169,261 --
License fee write off -- -- 239,146 --
Depreciation and amortization 2,669 6,769 18,536 15,601
--------------- --------------- --------------- ---------------
Total Expenses 223,451 973,682 1,372,501 1,401,643
--------------- --------------- --------------- ---------------
Loss from continuing operations
before interest and other items (224,739) (993,667) (1,382,235) (1,427,018)
Other income
Cancellation of indebtedness 12,119 12,119 36,357 871,221
Interest -- 79,287 -- 238,835
Other -- 1,440
--------------- --------------- --------------- ---------------
Loss from continuing operations
before income taxes (212,620) (902,261) (1,345,878) (315,522)
Income taxes (benefit) (note 8) -- -- -- --
--------------- --------------- --------------- ---------------
Loss from continuing operations (212,620) (902,261) (1,345,878) (315,522)
Loss from discontinued operations (178,556) (2,996,512) (753,023)
(Benefit from) provision for income taxes -- -- --
--------------- --------------- --------------- ---------------
Total discontinued operations -- (178,556) (2,996,512) (753,023)
--------------- --------------- --------------- ---------------
Net loss $ (212,620) $ (1,080,817) $ (4,342,390) $ (1,068,545)
=============== =============== =============== ===============
Preferred C stock dividends-deemed -- (405,400) (500,000)
--------------- --------------- --------------- ---------------
Net loss available to common stockholders $ (212,620) $ (1,080,817) $ (4,747,790) $ (1,568,545)
=============== =============== =============== ===============
Basic and Diluted income (loss) per common shares
Loss from continuing operations, after preferred
dividends $ (0.00) $ (0.07) $ (0.00) $ (0.09)
Loss from discontinued operations 0.00 $ (0.01) (0.00) (0.09)
--------------- --------------- --------------- ---------------
Net loss available to common stockholders $ (0.00) $ (0.09) $ (0.00) $ (0.18)
=============== =============== =============== ===============
Weighted average basic and diluted common shares 3,129,643,963 12,072,783 1,744,556,182 8,643,901
=============== =============== =============== ===============
The accompanying notes are an integral part of these financial statements.
4
SEAMLESS CORPORATION
f/k/a SEAMLESS WI-FI, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31,
(unaudited)
2009 2008
----------- -----------
Cash flows provided by (used in) operating activities
Net loss from continuing operations $(1,345,878) $ (315,522)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 18,536 24,041
Cancellation of indebtedness (36,357) (871,221)
Issuance of common stock for services 10,000 539,743
Issuance of preferred C stock for payment of expense -- 2,485
Interest expense -- 6,864
License write off 239,146 --
Settlement fee 19,261 --
Changes in operating assets and liabilities
Accounts receivable -- 12,047
Accrued interest receivable -- (238,835)
Other current assets (8,834) --
Security deposits 7,651 (14,961)
Accounts payable 180,754 1,025,317
Payroll taxes payable -- (53,882)
Other current liabilities (54,856) 46,840
Payable to officer -- 111,140
Restricted cash - Escrow -- 75,000
Discontinued operations -- (753,023)
----------- -----------
Net cash used by operating activities (970,577) (403,967)
----------- -----------
Cash flows used in investing activities:
Technology -- (689,108)
Investments -- (2,750)
Advances to related party -- (169,265)
----------- -----------
Net cash used in investing activities -- (861,123)
----------- -----------
Cash flows from financing activities
Proceeds for additional paid in capital 180,850 362,119
Proceeds from sale of common stock 28,416 --
Proceeds from sale of preferred A stock 100,000 --
Proceeds from sale of preferred C stock 394,600 890,000
Increase in short term debt 101,194 --
Bank overdraft 1,242 --
----------- -----------
Net cash provided by financing activities 806,302 1,252,119
----------- -----------
Increase (decrease) in cash (164,275) (12,971)
Cash at beginning of period -- 15,181
----------- -----------
Cash at end of period $ (164,275) $ 2,210
=========== ===========
The accompanying notes are an integral part of these financial statements.
5
SEAMLESS CORPORATION
f/k/a SEAMLESS WI-FI, INC.
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31,
(unaudited)
2009 2008
---------- -----------
Cash paid for:
Interest $ 21 $ --
Taxes $ -- $ --
Noncash investing, and financing activities
Preferred A stock issued for conversion of preferred C stock $ 50,000 $ --
Deemed dividends recorded for Preferred C stock $ 405,400 $ 500,000
Preferred C stock issued for officer's compensation $ -- $ 200,000
Preferred C stock issued for stock subscription receivable $ -- $ 200,000
Preferred C stock issued as collateral $ -- $1,200,000
Common stock issued for services $ -- $ 71,325
Common stock and preferred A stock issued for conversion
of preferred C stock $ 50,000 $ --
Common stock issued for conversion of preferred C stock $ 48,000 $ --
Common stock issued for conversion of preferred A stock $1,380,819 $2,028,456
Common stock issued as collateral $ -- $ 10,750
Additional paid in capital recorded for third party payments $ -- $ 64,592
Stock option issued for services $ -- $ 268,418
The accompanying notes are an integral part of these financial statements.
6
SEAMLESS CORPORATION
F/K/A SEAMLESS WI-FI INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 will concentrate on software development.
7
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 will
concentrate 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.
UNAUDITED FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements of Seamless
Corporation. and its Subsidiaries (the Company) have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information, pursuant to the rules and regulations of the
Securities and Exchange Commission. Pursuant to such rules and regulations,
certain financial information and footnote disclosures normally included in the
consolidated financial statements have been condensed or omitted. The results
for the periods indicated are unaudited, but reflect all adjustments (consisting
only of normally recurring adjustments) which management considers necessary for
a fair presentation of operating results.
The operating results for the nine-month period ended March 31, 2009 are not
necessarily indicative of the results that may be expected for the year ended
June 30, 2009. These unaudited consolidated financial statements should be read
in conjunction with the consolidated financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-KSB for the year ended June
30, 2008.
RECLASSIFICATIONS
Certain reclassifications have been made in the 2009 financial statements to
conform to the 2008 presentation. These reclassifications did not have any
effect on net income (loss) or shareholders' equity.
8
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
loans receivable. Actual results could differ from those estimates.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
On July 1, 2008, we adopted Financial Accounting Standards Board ("FASB")
Statement No. 157, Fair Value Measurements ("SFAS No. 157") for all financial
assets and liabilities and nonfinancial assets and liabilities that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). SFAS No. 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles,
and expands disclosures about fair value measurements. This statement does not
require any new fair value measurements, but provides guidance on how to measure
fair value by providing a fair value hierarchy used to classify the source of
the information.
Statement of Financial Accounting Standard ("SFAS") No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities - Including an amendment
of FASB Statement No. 115, became effective for us on July 1, 2008. SFAS No. 159
gives us the irrevocable option to elect fair value for the initial and
subsequent measurement for certain financial assets and liabilities on a
contract-by-contract basis with the difference between the carrying value before
election of the fair value option and the fair value recorded upon election as
an adjustment to beginning retained earnings. We chose not to elect the fair
value option. IMPACT OF NEW ACCOUNTING STANDARDS
In April 2009, FASB issued Financial Accounting Standards Board, or FASB, Staff
Position, or FSP, SFAS No. 107-1 and Accounting Principles Board Opinions, or
APB, No. 28-1 Interim Disclosures about Fair Value of Financial Instruments.
This FSP amends FASB Statement No. 107, Disclosures about Fair Value of
Financial Instruments, to require disclosures about fair value of financial
instruments for interim reporting periods of publicly traded companies as well
as in annual financial statements. The FSP also amends APB No. 28, Interim
Financial Reporting, to require those disclosures in summarized financial
information at interim reporting periods. This FSP applies to all financial
instruments within the scope of SFAS No. 107 held by publicly traded companies,
as defined by APB No. 28. A publicly traded company is required to include
disclosures about the fair value of its financial instruments whenever it issues
summarized financial information for interim reporting periods. Such entity is
required to disclose in the body or in the accompanying notes of its summarized
financial information for interim reporting periods and in its financial
statements for annual reporting periods the fair value of all financial
instruments for which it is practicable to estimate that value, whether
recognized or not recognized in the statement of financial position, as required
by SFAS No. 107. Fair value information disclosed in the notes must be presented
together with the related carrying amount in a form that makes it clear whether
the fair value and carrying amount represent assets or liabilities and how the
carrying amount relates to what is reported in the statement of financial
position. Such entity also must disclose the methods and significant assumptions
used to estimate the fair value of financial instruments and describe changes in
methods and significant assumptions during the period. This FSP will be
effective for interim reporting periods ending after June 15, 2009, with early
9
adoption permitted for periods ending after March 15, 2009. The Company plans to
adopt this FSP for the quarter ended June 30, 2009 and anticipates that the
adoption of SFAS No. 107-1 and APB No. 28-1 will not have a material impact on
the Company's consolidated results of operations and financial position.
In April 2009, FASB issued FSP SFAS No. 115-2 and No. 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments. This FSP amends the
other-than-temporary impairment guidance in GAAP for debt securities to make the
guidance more operational and to improve the presentation and disclosure of
other-than-temporary impairments on debt and equity securities in the financial
statements. This FSP does not amend existing recognition and measurement
guidance related to other-than-temporary impairments of equity securities. This
FSP will be effective for interim and annual reporting periods ending after June
15, 2009, with early adoption permitted for periods ending after March 15, 2009.
The Company plans to adopt this FSP for the quarter ended June 30, 2009 and
anticipates that adoption of SFAS No. 115-2 and SFAS No. 124-2 will not have a
material impact on the Company's consolidated results of operations and
financial position.
In April 2009, FASB issued FSP SFAS No. 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly. This FSP provides
additional guidance for estimating fair value in accordance with SFAS No. 157,
Fair Value Measurements, when the volume and level of activity for the asset or
liability have significantly decreased. This FSP also includes guidance on
identifying circumstances that indicate a transaction is not orderly. This FSP
emphasizes that even if there has been a significant decrease in the volume and
level of activity for the asset or liability and regardless of the valuation
technique(s) used, the objective of a fair value measurement remains the same.
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction (that is, not a forced
liquidation or distressed sale) between market participants at the measurement
date under current market conditions. This FSP will be effective for interim and
annual reporting periods ending after June 15, 2009, and will be applied
prospectively. The Company plans to adopt this FSP for the quarter ended June
30, 2009 and anticipates that adoption of SFAS No. 157-4 will not have a
material impact on the Company's consolidated results of operations and
financial position.
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 March 31, 2009 the Company had an accumulated deficit of
$25,428,657.
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
10
classification of liabilities that may result from the possible inability of the
Company to continue as a going concern.
NOTE 4: INVENTORY
Inventory consisted 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 with them in the second
quarter of year 2009.
NOTE 5: PROPERTY AND EQUIPMENT, AT COST
Property and equipment consists of the following:
March 31, 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 50,094 76,169
---------- ----------
2,080,000 2,227,036
Estimated useful life for machinery and equipment is 5 years. The production for
tooling and technology is not completed and the estimated useful life is not
determined yet.
Depreciation expense for the six months ended March 31, 2009 and 2008 was
$18,536 and $24,041 respectively.
No amortization has been taken on technology as the production of inventory has
not commenced as of March 31, 2009.
$44,611 of fixed assets was written off as idle equipment during the quarter
ended September 30, 2008.
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
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
11
removed. At December 31, 2008 and March 31, 2009, there was no notes receivable
from related parties.
The Company recorded interest income on the above for the nine months ended
March 31, 2008 in the amount of $238,835. The interest at annual rate is 12% for
the nine months ended March 31, 2008. As all of the notes receivable and the
accrued interest receivable were written off in the second quarter, the interest
income was not recorded for the nine months ended March 31, 2009.
During the quarter ended December 31, 2008, the Company wrote off the accrued
interest receivable of $553,512. At December 31, 2008 and March 31, 2009, there
was no accrued interest receivable.
NOTE 7: STOCKHOLDER'S EQUITY
During the quarter ended September 30, 2008, the following securities were
issued.
77,500 shares of Series A Preferred Stock were converted to 775,000,000 shares
of common stock.
50,000 shares of Series C Preferred Stock were converted into 10,000,000 shares
of common stock and 4000 shares of Series A Preferred Stock.
50,000 shares of Series C Preferred Stock were converted into 5,000 shares of
Series A Preferred Stock.
MAKR's stock subscription receivable was $800,000 at June 30, 2008 and the
payment of $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.
During the quarter ended September 30, 2008, Antigua LLC paid $100,000 for
500,000 shares of Series A Preferred Stock which were issued in the year ended
June 30, 2008.
During the quarter ended December 31, 2008, the following securities were
issued.
5,000 shares of Series C Preferred Stock were converted to 50,000,000 shares of
common stock.
168,900 shares of Series A Preferred Stock were converted to 1,689,000,000
shares of common stock.
During the quarter ended March 31, 2009, the following securities were issued.
43,000 shares of Series C Preferred Stock were converted to 430,000,000 shares
of common stock.
5,419 shares of Series A Preferred Stock were converted to 54,190,000 shares of
common stock.
12
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 $20,000,000 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 $7,000,000 for both years ended March 31, 2009 and
2008. 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. There is no net change in the deferred tax
asset and valuation allowance from July 1, 2008 to March 31, 2009.
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 quarters ended March 31, 2009 and
2008 were $102,378 and $69,972, respectively. The annual minimum future lease
payments required under the Company's operating leases are as follows.
March 31, 2010 $168,840
March 31, 2011 $ 90,100
--------
Total $258,940
========
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 current adjusted 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.
13
NOTE 10: SEGMENT INFORMATION
The Company is currently a development stage enterprise. The Company had three
segments and was providing "Wireless Internet" access at business locations and
a developer and provider of a patent pending software, but in July 2008 the
Company closed the internet service and tech support. Currently the Company
operates in one reportable segment. The Company will concentrate on production
of the S-Gen a Pocket Personal Computer, the SNBK-1 a Mini Note Book, and MP3-4
players. The Company did not start commercial production in the third quarter of
this fiscal year yet.
14
ITEM 2. 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.
FORWARD-LOOKING STATEMENTS
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 is the parent company operating through its subsidiary
companies Seamless TEK LABS Incorporated, Seamless TEK WARE Incorporated and
Seamless Sales LLC that develop and sell cutting edge technologies:
SEAMLESS TEK LABS, INC., develops secure networking, data communication and
transfer solutions, with a focus on Internet Based Communication and Network
Security. Seamless new S-SIB(TM) product enables the user to seamlessly,
securely, and simply surf the Internet at any secured or unsecured Wi-Fi Hot
Spot in the world. Seamless Phenom software assures secure wireless connectivity
with its Phenom Virtual Internet Extranet software and Secure Private Network
(SPN) technology and its integration into unique and secure P2P services and its
implementation into other Seamless offerings.
SEAMLESS TEK WARE, INC.: has developed and is bringing to market the S-Gen(TM)
Mobile Computing and Communications Device, the newest contender in the rapidly
expanding Ultra Mobile Personal Computer (UMPC) class of minicomputers. The
S-Gen takes connectivity to the next level with integrated Cellular, Wi-Fi and
Bluetooth connectivity. Seamless has also developed a 10" Mini-Notebook computer
possessing a 120 GB Hard Drive and 1GB of ram, high portability combined with
true desk top functionality makes the SNBK1 a powerful tool for the mobile
workforce.
SEAMLESS SALES, LLC: will be establishing distributors, wholesalers, store
fronts, channel partners and etailors to sell Seamless products to businesses
and consumers.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, our selected
financial information:
15
Three Months Ended Three Months Ended
March 31, 2009 March 31, 2008
(Unaudited) (Unaudited)
--------------- ---------------
Revenues $ 135 $ 0
--------------- ---------------
Cost of Revenues 1,423 19,985
--------------- ---------------
(Gross Loss) (1,288) (19,985)
--------------- ---------------
Expenses 223,451 973,682
--------------- ---------------
(Net Loss from Continuing Operations) (224,739) (993,667)
--------------- ---------------
Other Income 12,119 91,406
--------------- ---------------
Net Income (Loss) $ (212,620) $ (902,261)
--------------- ---------------
(Net Loss) from Discontinued Operations (178,556)
--------------- ---------------
(Net Loss) $ (212,620) $ (1,080,817)
--------------- ---------------
Preferred C stock dividends-deemed -- --
--------------- ---------------
Net Income (Net Loss) $ (212,620) $ (1,080,817)
--------------- ---------------
(Net Loss) Per Share $ 0.00 $ (0.09)
--------------- ---------------
Weighted Average Common Shares Outstanding 3,129,643,963 12,072,783
Nine Months Ended Nine Months Ended
March 31, 2009 March 31, 2008
(Unaudited) (Unaudited)
--------------- ---------------
Revenues $ 608 $ 0
--------------- ---------------
Cost of Revenues 10,342 25,375
--------------- ---------------
(Gross Loss) (9,734) (25,375)
--------------- ---------------
Expenses 1,372,501 1,401,643
--------------- ---------------
(Net Loss from Continuing Operations) (1,382,235) (1,427,018)
--------------- ---------------
Other Income 36,357 1,111,496
--------------- ---------------
Net Income (Loss) $ (1,345,878) $ (315,522)
--------------- ---------------
(Net Loss) from Discontinued Operations (2.996,512) (753,023)
--------------- ---------------
(Net Loss) $ (4,342,390) $ (1,068,545)
--------------- ---------------
Preferred C stock dividends-deemed $ (405,400) $ (500,000)
--------------- ---------------
Net Income (Net Loss) $ (4,747,790) $ (1,568,545)
--------------- ---------------
(Net Loss) Per Share $ 0.00 $ (0.18)
--------------- ---------------
Weighted Average Common Shares Outstanding 1,744,556,182 8,643,901
--------------- ---------------
THREE AND NINE MONTHS ENDED MARCH 31, 2009 (UNAUDITED) COMPARED TO THREE AND
NINE MONTHS ENDED MARCH 31, 2008 (UNAUDITED)
REVENUES
Revenue for the three and nine months ended March 31, 2009 is not compared to
revenue of the discontinued operations of all the Wi-Fi locations which ended in
the previous fiscal year ended June 30, 2008.
16
COST OF REVENUES
The cost of revenues for the three and nine months ended March 31, 2009 was
$1,423 and $10,342 compared to $19,985 and $25,375 for the three and nine months
periods ended March 31, 2008, decreased approximately 93% for the three months
and a decrease of approximately 60% for nine months respective. The decrease in
cost was due to the termination of the marketing program for the S-SIB product.
OPERATING EXPENSES
The operating expenses for the three and nine months ended March 31, 2009 of
$224,739 and $993,667 as compared to the three and nine months ended March 31,
2008 of 1,382,235 and $1,427,019 represents an decrease of approximately 78% for
the three months ended and approximately 3% for the nine months ended March 31.
The decrease is due to a reduction in operations.
OTHER INCOME
Other income for the for the three and nine months ended March 31, 2009
decreased to $12,119 and $36,357 as compared to the other income of $91,406 and
$1,111,496 for the same periods ended in 2008. This represents a decrease of
approximately 87% and 97% respectively. Other income consists primarily of debt
forgiveness from prior operations due to the fact that certain debts were not
paid within the prescribed time as required by law and the Company now has to
report that debt as income.
INCOME TAX
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.
The Company adopted the provision of FASB Interpretation ("FIN") No. 48,
Accounting for Uncertainty in Income Taxes, on January 1, 2008.
NET INCOME/LOSS FROM CONTINUING OPERATIONS
The Company has experienced a decrease of approximately 80% in the net loss of
$(212,620) from continuing operations for the three months ended March 31, 2009
as compared to a net loss of $(1,080,817) for the three months ended March 31,
2008. The Company also experienced an increase of approximately 326% in the net
loss from continuing operations of $(1,345,878) for the nine months ended March
31, 2009 as compared to a net loss of $(315,522) for the nine months ended March
31, 2008. The increased net loss from discontinued operations of $2,243,489 in
nine months ended of March 31, 2009 as compared to the prior nine months for
17
2008 is primarily due to writing off uncollectible receivables from discontinued
operations due the Company. The increase in the net loss had a negligible impact
on the weighted average shares because of the corresponding increase in the
number of the weighed average shares issued and outstanding.
LIQUIDITY AND CAPITAL RESOURCES
The Company had no cash and or cash equivalents at March 31, 2009. Net loss from
operations was $(970,577) for the period ended March 31, 2009 compared to net
loss from operations of $(403,967) for the comparable period ended March 31,
2008.
As a result of the Company's increases in net operation losses, the Companies
working capital deficiency has increased. The Company has funded the losses
through an equity line of credit secured by preferred stock. Repayments of
certain loans occurred by the lender taking possession of the collateral. The
Company anticipates these losses to continue through 2009.
The Company has a working capital deficit of $(1,801,048) as of March 31, 2009
compared to a working capital surplus of $1,654,291 as of March 31, 2008. This
is an increase in the working capital deficit as compared to the working capital
surplus from the previous year and we expect the working capital deficit to
continue to increase till the Company begins product delivery and generates
income from the sale of products.
As shown in the accompanying financial statements, we have incurred an
accumulated deficit of $(25,428,657) and a working capital deficit of
approximately $(1,801,048) as of March 31, 2009. The Companies ability to
continue as a going concern is dependent on obtaining additional capital and
financing and operating at a profitable level.
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 ESTIMATES
The preparation of our financial statements in conformity with accounting
principles generally accepted in the United States requires our management to
make certain 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 reporting period. As such, in accordance with the use of
accounting principles generally accepted in the United States, our actual
realized results may differ from management's initial estimates as reported. A
summary of our significant accounting policies appears in the notes to the
financial statements which are an integral component of this Report.
18
USE OF ESTIMATES
The preparation of our consolidated financial statements are in conformity with
United States generally accepted accounting principles which 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.
STOCK-BASED COMPENSATION ARRANGEMENTS
We issue shares of common stock to various individuals and entities for certain
management, legal, consulting and marketing services. These issuances are valued
at the fair market value of the service provided and the number of shares issued
as determined, based upon the closing price of our common stock on the date of
each respective transaction. These transactions are reflected as a component of
general and administrative expenses in the accompanying statement of operations.
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.
NET OPERATING LOSS CARRY FORWARD
No provision for income taxes has been recorded in the accompanying financial
statements as a result of our net operating losses. We have unused tax loss
carry forwards of approximately $(25,500,000) to offset future taxable income.
Such carry forwards expire in the years beginning 2023.
The deferred tax asset we recorded as a result of these tax loss carry forwards
is approximately $(25,500,000) as of December 31, 2008. We have reduced the
deferred tax asset resulting from our tax loss carry forwards by a valuation
allowance of an equal amount as the realization of the deferred tax asset is
uncertain. The net change in the deferred tax asset and valuation allowance
which was $(20,660,864) as of June 30, 2008 to March 31, 2009 of ($25,426,657)
is an increase in the Net Operating Loss Carry Forward of ($4,765,793).
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.
19
ITEM 3. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer (the "Certifying
Officers") are responsible for establishing and maintaining disclosure controls
and procedures for the Company. The Certifying Officers have designed such
disclosure controls and procedures to ensure that material information is made
known to them, particularly during the period in which this report was prepared.
The Certifying Officers have evaluated the effectiveness of the Company's
disclosure controls and procedures within 90 days of the date of this report and
believe that the Company's disclosure controls and procedures are effective
based on the required evaluation. There have been no significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
ITEM 1. 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.
This liability has been recorded in the accompanying financial statements.
To the best knowledge of management, other then the on going matter with
Globalist and there related issues there are no other legal proceedings pending
or threatened against us.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
20
ITEM 6. EXHIBITS
The following Exhibits are filed herein:
No. Title
--- -----
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
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report
to be signed on its behalf by the undersigned, duly authorized.
DATED: June 8, 2009 SEAMLESS CORPORTION
/s/ Albert Reda
-----------------------------------------
By: Albert Reda
Its: Chief Executive Officer and Chief
Financial Officer (Principal Executive
Officer, Principal Financial Officer and
Principal Accounting Officer)
21