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) June 8, 2007
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Seamless Wi-Fi, Inc.
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(Exact name of registrant as specified in its chapter)
Nevada 0-20259 33-0845463
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
800N. Rainbow Blvd, Suite 208
Las Vegas, Nevada 89107
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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
N/A
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(Former name or former address, if changed since last report)
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 7, 2007, Seamless Wi-Fi, Inc. (the "Company") entered into a Loan
Satisfaction Agreement (the "Agreement") with Ayuda Funding Corp., a Nevada
corporation ("Ayuda"). The Agreement provides that the Company transfer will
transfer 1,000,000 shares of common stock of 1st Global Financial Corporation, a
Nevada corporation, and 500,000 shares of common stock of DLR Funding, Inc., a
Nevada corporation (collectively, the "Valuable Assets"), to Ayuda as payment in
full of the three previous loan agreements with Ayuda (collectively, the "Loan")
with a current balance of $4,904,508.03. The Agreement provides that upon
transfer of the Valuable Assets from the Company to Ayuda, the Loan shall be
immediately deemed satisfied in full.
There is no material relationship between the Company or its affiliates and any
of the parties, other than with respect to this Agreement.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On June 7, 2007, Seamless Wi-Fi, Inc. (the "Company") disposed of and
transferred 1,000,000 shares of common stock of 1st Global Financial
Corporation, a Nevada corporation, and 500,000 shares of common stock of DLR
Funding, Inc., a Nevada corporation (collectively, the "Valuable Assets"), held
by the Company to Ayuda Funding Corp., a Nevada corporation ("Ayuda") pursuant
to the Loan Satisfaction Agreement dated June 7, 2007. The Valuable Assets were
transferred to Ayuda as payment in full of the three previous loan agreements
with a total balance of $4,904,508.03.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: June 7, 2007 SEAMLESS WI-FI, INC.
/s/ Albert Reda
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By: Albert Reda
Its: Chief Executive Officer and Chief
Financial Officer (Principal Executive
Officer, Principal Financial Officer and
Principal Accounting Officer)