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 25, 2005
------------------
SEAMLESS WI-FI, INC
-------------------
(Exact name of registrant as specified in its charter).
Nevada 0-20259 33-0845463
------ ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10120 South Eastern Avenue, Suite 200, Henderson, Nevada 89052
- -------------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
775-588-2387
------------
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
- --------------------------------------------------
Item 1.01 Entry into a Material Definitive Agreement.
On or about October 21, 2005, Seamless Peer-to-Peer, ("Seamless"), a subsidiary
of the Registrant, Seamless Wi-Fi, Inc., entered into a non-binding Letter of
Intent (the "LOI") with Intent Media Works, Inc. ("Intent") whereby Seamless and
Intent shall negotiate in good faith, and upon mutually agreeable terms and
conditions, to develop Seamless' proprietary closed peer-to-peer network
services.
Intent is a distributor of licensed content, and desires assistance in the
transformation of the existing peer-to-peer business models to new business
models which are accepted by the music, movie, and distributed content
industries.
Seamless develops and distributes software that provides peer-to-peer solutions.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Seamless Wi-Fi, Inc.
- ----------------------
(Registrant)
October 25, 2005
- ------------------
Date
/s/ Albert R. Reda
- ---------------------
Albert R. Reda, President