U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

(Mark One)[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934

FOR  THE  QUARTERLY  PERIOD  ENDED  SEPTEMBER  30,  2005

                                       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: 0-20259


            SEAMLESS WI-FI, INC. f/k/a ALPHA WIRELESS BROADBAND, INC
            --------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                                     Nevada
                                     ------
         (State or other jurisdiction of incorporation of organization)

                                   33-0845463
                                   ----------
                      (I.R.S. Employer Identification No.)

        800 No. Rainbow Blvd. Parkway, Suite 200 Las Vegas, Nevada 89109
        ----------------------------------------------------------------
                     (Address of principal executive offices)

                                 (775) 588-2387
                                 --------------
                           (Issuer's telephone number)

          3753 Howard Hughes Parkway, Suite 200 Las Vegas, Nevada 89109
          -------------------------------------------------------------
    (Former name, former address and former fiscal year, if changed since last
                                     report)

Check  mark whether the issuer (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 period that the registrant was required to file
such  reports), and (2) been subject to such filing requirements for the past 90
days.  Yes  -[-X]  No  [  ].

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest practicable date: As of September 30, 2005, the Issuer
had  90,659,597shares  of  common  stock  issued  and  outstanding.

Transitional  Small Business Disclosure Format (Check one):  Yes [   ]   No [  ]


<PAGE>

<TABLE>
<CAPTION>

TABLE  OF  CONTENTS

<S><C>

PART I - CONDENSED CONSOLIDATED FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER
 30, 2005.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATION FOR
 THE THREE  MONTHS ENDED SEPTEMBER  30, 2005 AND 2004

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
 THREE   MONTHS ENDED SEPBETMBER  30, 2005 AND  2004

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

ITEM 3. CONTROLS AND PROCEDURES


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 2. CHANGES IN SECURITIES

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
 HOLDERS

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES

</TABLE>


                                        2
<PAGE>

PART  I  -  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

The  consolidated  financial  statements of Seamless Wi-Fi, Inc.     f/k/a Alpha
Wireless  Broadband,  Inc.  and  subsidiaries  (collectively,  the  "Company"),
included  herein were prepared, without audit, pursuant to rules and regulations
of  the  Securities and Exchange Commission.  Because  certain  information  and
notes  normally  included  in  financial  statements prepared in accordance with
accounting  principles generally accepted  in  the United States of America were
condensed  or  omitted  pursuant  to  such  rules  and  regulations,  these
financial  statements  should  be  read  in  conjunction  with  the  financial
statements  and  notes thereto included in the audited  financial  statements of
the  Company  as  included  in  the Company's Form 10-KSB  for  the  year  ended
June  30,  2005.


                                        3
<PAGE>

<TABLE>
<CAPTION>

                          SEAMLESS WI-FI, INC.
                  f/k/a ALPHA WIRELESS BROADBAND, INC
                      CONSOLIDATED BALANCE SHEETS
                              (Unaudited)

Assets                                            September 30, 2005
---------------------------------------------------------------------
<S>                                              <C>

Current Assets:
-----------------------------------------------
Cash                                             $           200,744
                                                 --------------------
       Total current assets                                  200,744

Property and equipment, net (note 2)                               -
Proprietary Software (note 2)                              1,500,570
Investments  (note 2)                                        278,780
Other Receivable  (note 3)                                 1,282,693
Restricted Cash (note 13)                                     75,000
Security Deposit                                               6,600
                                                 --------------------

      TOTAL ASSETS                               $         3,344,387
                                                 ====================

Liabilities and Stockholders' (Deficit)
Current Liabilities:
-----------------------------------------------
Accounts payable                                 $           867,356
Payroll taxes                                                678,877
Judgments payable                                          1,211,700
Other current liabilities (note 6)                           737,798
Payable to officer                                            52,882
Note payable related party                                    60,268
Note Payable (note 4)                                         66,833
                                                 --------------------
      Total current liabilities                            3,675,714
                                                 --------------------

      TOTAL  LIABILITIES                                   3,675,714

Commitment and Contingencies

Minority Interest                                            222,822

Stockholders' (deficit): (note 8 )
-----------------------------------------------
Preferred A  Stock, par value $.001
Authorized 5,000,000  Issued   970,244                           970
Preferred B  Stock, par value $.001
Authorized 3,000,000  Issued   0
Preferred C  Stock, par value $1.00
Authorized 2,000,000  Issued  700,000                        700,000
Common stock, par value $.001
Authorized 20,000,000,000 Issued   90,659,597                 90,659
Additional Paid in Capital                                16,377,954
Accumulated deficit                                      (17,723,732)
                                                 --------------------
       Total Stockholders' (Deficit)             $          (554,149)
                                                 --------------------

      TOTAL  LIABILITIES & STOCKHOLDERS EQUITY   $         3,344,387
                                                 ====================
</TABLE>

The  accompanying  notes  are  an  integral  part  of these financial statements


                                        4
<PAGE>

<TABLE>
<CAPTION>

                                     SEAMLESS WI-FI, INC.
                             f/k/a ALPHA WIRELESS BROADBAND, INC
                             CONSOLIDATED STATEMENTS OF OPERATIONS
                                         (Unaudited)

                                                                    3 Months Ended
                                                           September 30,       September 30,
                                                               2005                2004
                                                       ---------------------  ---------------
<S>                                                    <C>                    <C>
Revenues                                               $              6,408   $            0

Cost and expenses:
   Cost of revenues                                    $             33,323   $            0
   Selling, general and admin.                         $          1,084,066   $      313,657
   Consulting                                          $            540,658   $      276,468
    Interest Expense                                   $            108,707   $      377,863
    Legal Fees                                         $             37,534   $       24,960
    Officer Payroll                                    $            179,900   $       60,000
    Investment                                         $                  -   $      110,000
    Depreciation and amortization                      $                  -   $       25,137
                                                       ---------------------  ---------------
     Total costs and expenses                          $          1,984,188   $    1,213,222
                                                       ---------------------  ---------------

Net income (loss) from operations                      $         (1,977,780)  $   (1,213,222)

Other income                                           $             37,176   $          620
                                                       ---------------------  ---------------

Income (loss) before income taxes                      $         (1,940,604)  $  ( 1,212,602)

Income taxes (benefit)                                 $                  0   $            0
                                                       ---------------------  ---------------

Net income (loss) before minority interest             $         (1,940,604)  $   (1,212,602)
                                                       ---------------------  ---------------

Minority Interest                                                    33,527                -

Net income (loss)                                      $         (1,907,077)  $   (1,212,602)
                                                       ---------------------  ---------------

Net income (loss) per common share                                     (.03)           (1.43)

Weighted average number of common shares outstanding             57,564,270          850,469
</TABLE>

The  accompanying  notes  are  an  integral  part of these financial statements


                                        5
<PAGE>

<TABLE>
<CAPTION>

                              SEAMLESS WI-FI, INC.
                       f/k/a ALPHA WIRELESS BROADBAND, INC
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                       3  Months  Ended
                                                September 30,    September  30,
                                                    2005              2004
                                               ---------------  ----------------
<S>                                            <C>              <C>
Cash Flows From Operating Activities
---------------------------------------------
Net income  (loss)                                ($1,907,077)      ($1,212,602)
   Adjustments to reconcile net income (loss)
   To net cash used by operating activities:
Depreciation and amortization                               -            25,137
Issuance of stock for services                        494,000           874,420
Changes in operating assets and liabilities:
   Accounts payable                                    71,770            50,283
   Payroll Taxes Payable                               16,607                 -
   Judgments payable                                   37,312            10,876
  Other Receivevable                               (1,198,388)                -
  Other current liabilities                          (656,144)           41,037
Payable to officer                                    (50,400)           51,315
Note Payable  Related Party                                 -            (6,000)
                                               ---------------  ----------------
Net cash used in operating activities             ($3,192,320)        ($165,526)


Cash Flows From Investing Activity
---------------------------------------------
 Investment                                          (143,500)          ( 7,530)
 Purchase of intangible assets                       (120,000)           (4,506)
                                               ---------------  ----------------
Net cash used in investing activities               ($263,500)         ($12,036)

Cash Flows From Financing Activities
---------------------------------------------
Conversion and sale of  stock                       3,661,294                 -
Payment Related Party Note                             (5,000)                -
Net issuance of long-term debt                              -           173,367
                                               ---------------  ----------------
Net cash provided by financing activities      $    3,656,294   $       173,367

Net increase (decrease) in cash                       200,474            (4,195)

Cash, beginning of period                                 270             5,469
                                               ---------------  ----------------

Cash, end of period                            $      200,744   $         1,274
                                               ---------------  ----------------
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                        6
<PAGE>

<TABLE>
<CAPTION>

                                 SEAMLESS WI-FI, INC.
                         f/k/a ALPHA WIRELESS BROADBAND, INC.
                       SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
                                     (Unaudited)



Supplemental Cash Flow Disclosure                  September 30 2005   June 30 2005
-------------------------------------------------  ------------------  -------------
<S>                                                <C>                 <C>

   Interest Paid                                   $                0  $           0

   Taxes Paid                                      $                0  $           0

Supplemental Disclosures of Cash Flow Information
-------------------------------------------------

  Non-cash investing and financing activities:

Common stock issued for services                   $          494,000  $   1,766,021

Common stock issued for officer's compensation     $                0  $     375,957

Common stock issued for conversion of
preferred stock and pay operating expenses         $                0  $     600,000

Common stock issued for acquisition of assets      $                0  $   1,066,000

Common stock issued for investment                 $                0  $     110,000

Subsidiary common stock issued for investment      $                0  $     250,000
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                        7
<PAGE>

                              SEAMLESS WI-FI, INC.
                       f/k/a ALPHA WIRLESS BROADBAND, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note  1.   Summary  of  Significant Accounting Policies

     Description  of  Business  and  Change  in  Control

Prior to December 31, 1997, Seamless Wi-Fi, Inc formerly known as Alpha Wireless
Broadband, 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
2004  changed  its  name  to  Alpha  Wireless  Broadband, Inc, and started a new
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.
These  locations  are  commonly  known  as  Wi-Fi  Hotspots

The  Company, through its wholly owned subsidiary Seamless Skyy-Fi, Inc., has 30
Wi-Fi locations installed. Seamless Skyy-Fi, Inc has installed wireless Internet
access  equipment  at  businesses allowing their patron's access to the Internet
for  a  fee.

In  January  2005,  the  Company  acquired  the  assets of Seamless P2P, LLC and
contributed these assets to its 80% owned subsidiary Seamless Peer 2 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 to Seamless Wi-Fi, Inc and changed
Skyy-Fi,  Inc.,  to  Seamless  Skyy-Fi,  Inc.

The  Company  has  three  offices in Nevada and excluding Officers and Directors
uses  the  services  of  10  independent  contractors.

Principles  of  Consolidation

The  financial  statements  include  the  accounts of the Company and its wholly
owned  subsidiaries  and  majority-owned  subsidiary.  The  minority  interest
represents  outstanding voting stock of the subsidiary not owned by the Company.
All  significant  intercompany accounts and transactions have been eliminated in
consolidation.

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.


                                        8
<PAGE>

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.

Investments

Investments  are  stated  at  the  lower  of  cost  or  market  value.

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  detail  program  design is not pursued, upon
completion  of  a  working  model  that  has  been  confirmed  by  testing to be
consistent  with  the  product  design.  Amortization  is  provided based on the
greater  of  the  rations  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.

These unamortized computer software and computer software development costs were
$1,150,570  at  September  30,  2005.  The  amounts  charged  to expense for the
amortization of these capitalized software costs and for amounts written down to
net realizable were zero. There were no research and developments costs incurred
for  the  development  of  computer  software  in  2005  and  2004.

Intangible  Assets

Intangible  assets  consist  primarily  of  acquired  customer  bases, long-term
marketing  agreements,  goodwill,  and  other  items.  Customer  bases  acquired
directly  are  valued  at  cost,  which  approximates  fair value at the time of
purchase.  When  material intangible assets, such as customer bases and goodwill
are  acquired  in  conjunction  with  the  purchase  of  a  company, the Company
undertakes  a study by an independent third party to determine the allocation of
the  total  purchase  price  to  the various assets acquired and the liabilities
assumed.  The  costs  assigned  to  intangible  assets  are being amortized on a
straight-line  basis  over  the  estimated  useful lives of the assets, which is
normally  36  months.  Goodwill  and  other  intangible  assets are periodically
reviewed  for  impairment  to  ensure they are appropriately valued.  Conditions
that  may  indicate  an  impairment  issue  exists include an economic downturn,
changes in the churn rate of subscribers or a change in the assessment of future
operation.  In  the  event  that  a condition is identified that may indicate an
impairment  issue  exists,  an  assessment  is  performed  using  a  variety  of
methodologies,  including  cash  flow  analysis, estimates of sales proceeds and
independent  appraisals.  During  this  fiscal year ended June 2005, the Company
charged  off  $450,625  of  intangible  assets.

Revenue  Recognition

For  current  Company  operations,  providing wireless Internet access, fees are
charged  either  to the proprietor of the WI-Fi hotspot location or the customer
using  the  services.  The  fees paid by a proprietor for services provided on a
month-to-month  basis  are billed at the end of each month for which the service
is contracted. The fees paid by customers using the wireless Internet access are
paid  at  the  time  service  is  provided.

Advertising  Expense

All  advertising  costs  are  expensed  when  incurred.

Concentration  of  Credit  Risk

The  Company  is  subject  to  credit  risk  through  trade receivables. Monthly
Internet  access  fees  and  web  hosting 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.


                                        9
<PAGE>

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,  its subsidiaries, and its 80% owned subsidiary file a
consolidated  federal  income  tax  return. Although income tax returns have not
been  filed  since  1999,  the  Company has no material tax liability due to its
losses  during  these  periods. The Company is currently having these income tax
returns  prepared.

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.

Reverse  Stock  Split

The  Company's  Board of Directors effected a 1 for 1,000 reverse stock split of
its  common  stock  $.001  par  value  on  June  3, 2005. Accordingly all shares
information  included in the consolidated financial statements has been adjusted
to  reflect the reverse stock split.  The reverse stock split did not change the
ratio  for  the  conversion  of the preferred stock which remained at 1 share of
Series  A  preferred  stock  converts  into  10,000  of  common  stock.

Interim  Financial  Information

The  unaudited  balance sheet, the unaudited statements of income and cash flows
have  been  prepared  in  accordance  with  United  States  generally  accepted
accounting  principles  for  interim  financial information. In our opinion, all
adjustments  (consisting  solely  of  normal  recurring  accruals)  considered
necessary  for  a  fair  presentation  of  the  financial  position,  results of
operations  and  cash  flows  as  of  September  30,  2005,  and 2004, have been
included.  Readers  of  these  financial statements should note that the interim
results  for the three month periods ended September 30, 2005, and September 30,
2004, are not necessarily indicative of the results that may be expected for the
fiscal  year  as  a  whole.

Note  2.  Certain  Financial  Statement  Information
<TABLE>
<CAPTION>
                                     September 30,  2005
                                    ---------------------
<S>                                 <C>
Investment:
  Stock of PMCC/GNVN                $            107,692
  Stock of DCM Enterprises                            88
  Stock of Global Debit Cash                     143,500
  Stock of Save the World                         27,500
                                    ---------------------
     Total Long Term Investments    $            278,780
                                    =====================

Property and equipment:
  Office furniture and equipment    $            146,683
  Machinery and computer equipment                12,809
  Less:  accumulated depreciation               (159,492)
                                    ---------------------
      Property and equipment, net   $                  0
                                    =====================

Intangible assets:
  Proprietary Software                         1,500,570
  Less:  accumulated amortization                      0
                                    ---------------------
     Intangible assets, net         $          1,500,570
                                    =====================
</TABLE>


                                       10
<PAGE>

Note  3.  Other  Receivables

During  2005  the  company advanced $143,500 to Global Debit Cash Card ("GBCD").
GBCD  is  a  publicly traded company and the President of the Company is also an
officer  and director of GBCD. GBCD has agreed to issue to the Company shares of
its  restricted  common  stock  as  payment  for  this  debit.

Note  4.  Note  Payable

Note payable to Windsor Professional Plaza LLC. During the quarter September 30,
2005  the  note  payable  to  Windsor  Professional Plaza LLC. was paid in full.
The  note  was  secured  by  series  A  convertible  preferred  stock, (See Note
7-Preferred  Stock.).  This note was in default which per legal counsel, allowed
the  note  holder  to convert the preferred stock to common stock.  The proceeds
from  the  converted  stock  paid  off  the  note.

Note  5.  Going  Concern

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, as
of  the  first  quarter  ended September 30, 2005 for fiscal year ended June 30,
2006.  The  current assets are less then current liabilities by $554,149 and the
Company  incurred  a  net  loss  of  $1,907,077.

The  future  success  of  the  Company  is  dependent  on  its ability to obtain
additional  capital  to  develop  its proposed products and ultimately, upon its
ability  to  attain  future  profitable  operations. The Company had one funding
source  Windsor  Professional  Plaza  LLC  which  has been paid off in full. The
funding  line  has been reassigned to Mercatus until a new funding entity can be
obtained.

Management  believes  that  unless an alternative funding source can be obtained
the  Company  will not be able maintain its current operating level for the next
twelve  months.

Note  6  .  Other  Current  Liabilities

Other  current  liabilities  consist  of  the  following:
     Credit  Cards  payable                           309,598  (1)
     Payable  to  Integrated  Communications          187,396  (2)
     Various  liabilities  assumed  from
     Alpha  Tooling  acquisition                      240,804
                                                    ---------
                                                    $ 737,798
(1)     Payments  in  varying  amounts  are due monthly with interest at 18% per
annum.
(2)     Results  from  contract  cancellation.

Note  7.  Related  Party  Transactions

During  the first quarter ended September 30, 2005 of fiscal year ended June 30,
2006 Windsor Professional Plaza LLC converted 6,575 shares of Series A preferred
stock  into  65,750,000  shares  of  Common  stock.

During  the  fiscal  year  ended  June 30, 2005 David Karst on behalf of Windsor
Professional  Plaza  LLC,  converted  252,753 shares of preferred stock (100,000
shares  of  which  were  converted  to  pay  the  Company's operating expenses).

During  the  fiscal  year  ended  June 30, 2004 the Company entered into several
transactions  with  David Karst, a shareholder, and several companies he owns as
follows:

David  Karst  on  behalf  of Windsor Professional Plaza LLC controlled 1,029,231
shares  of  convertible  preferred  stock.  The  stock  is  convertible  into
10,292,310,000  shares  of  common stock which would give David Karst control of
the  Company  if  all  the  shares  were  converted.

During  May  and June 2004  54,626 shares of preferred stock were converted into
546,260,000  common  shares  and  used  to  pay  expenses  of  the  Company.

During  2005 and 2004, the Company cancelled 35,196 and 71,966 shares of Class A
Preferred  Stock  respectively.


                                       11
<PAGE>

As  of  June  30, 2005 the Company had borrowed a total of $623,422 from Windsor
Professional  Plaza,  LLC  -  See  Note  4.

The  Company  appointed  KFG  LLC  as  the  Trustee  for  the  Creditor  Trust -
See  Note  13.

The  Company  appointed  Financial  Services  LLC  as the Creditor Trust - Trust
Protector  -  See  Note  13.

Subsequent  to  June  30,  2004,  Skyy-Fi  entered into a factoring and Security
Agreement  with 1st American Factoring a/k/a Blue Bear Funding, a sister Company
of  Financial  Services  LLC.

The  Company has entered into various transactions with entities affiliated with
its  President  as  follows:

The  President  of  the Company is also the CEO and Director of DCM Enterprises,
Inc.  See  Note  11  for details of the various transactions between the Company
and  DCM  Enterprises.

The  President  of  the  Company  is  an officer of Global Debit Cash Card, Inc.
("GBCD").  The  Company during 2004 acquired marketing rights from GBCD for cash
and  stock consideration valued at $515,000. The balance of the Marketing rights
were  written  off  in  the  third  quarter  of  fiscal  2005.

During 2004 the Company issued 13,000 common shares to children of its president
for  consulting  services  rendered.

Note  8.     Stockholders'  Equity

Issuance  of  Common  Stock  and  Preferred  Stock
--------------------------------------------------

The  Board  of  Directors  of the Corporation may from time to time authorize by
resolution  the  issuance  of  any  or  all  shares  of the Common Stock and the
Preferred  Stock  herein  authorized in accordance with the terms and conditions
set  forth  in the Articles of Incorporation for such purposes, in such amounts,
to  such  persons, corporations, or  entities, for such consideration and in the
case  of  the  Preferred  Stock,  in  one  or  more  series, all as the Board of
Directors  in its discretion may determine and without any vote or either action
by  the  stockholders,  except  as  otherwise  required  by  law.  The  Board of
Directors, from time to time also may authorize by resolution, options, warrants
and  other  rights  convertible  into  Common  or  Preferred stock (collectively
"securities").  The  securities must be issued for such consideration, including
cash,  property,  or  services,  as the Board of Directors may deem appropriate,
subject to the requirement that the value of such consideration be less than the
par value of the shares issued. Any shares issued for which the consideration so
fixed  paid or delivered shall be fully paid stock and the holder of such shares
shall  not  be  liable  for  any further call of assessment or any other payment
thereon,  provided  that the actual value of such consideration is not less that
then  par value of the shares so issued. The Board of Directors may issue shares
Common  Stock in the form of a distribution or distributions pursuant to a stock
dividend  or  split-up  of the shares of the Common Stock only to ten holders of
the  outstanding  shares  of  the  Common  Stock.

Authorized  Shares
------------------

During  November  2004  the  board  of  directors  amended  the  articles  of
incorporation  to increase the authorized to 20,000,000,000 shares (par value of
$.001)  of  which 19,990,000,000 are common shares and 10,000,000 are preferred.
There  are  three  classes  of  preferred  stock  which  are as follows; Class A
Preferred  of  5,000,000  shares of which one (1) share of preferred converts to
10,000  shares  of  common stock, Class B Preferred of 3,000,000 shares of which
(1)  share  of  preferred  converts to 1,000 shares of common stock, and Class C
Preferred  of  2,000,000 shares. As of this date the Company has not updated its
articles  of  incorporation  with  the  state  of  Nevada,  which  shows  only
11,000,000,000  shares  authorized.

The  company plans to amend the previous resolution decreasing the authorized to
10,000,000  shares so no amendment to the Articles of Incorporation will have to
be  filed  with  the  state  of  Nevada.

On  September  30, 2004 the Company amended its Certificate of Incorporation and
authorized  2,000,000  shares  of  Class  C  Preferred  stock,  $1.00 par value,
convertible,  with  a  stated  value of $1.00 per share for conversion purposes.
The  Class  C  Preferred  stock  is convertible at the option of the holder into
common  shares  of  the  Company  at  the  end of 12 months from the date of its
issuance  based  upon the ten day average trading price of the common stock just
prior  to  the end of the 12 month holding period.  Therefore One Dollar ($1.00)
of  Preferred  Stock (which is one share of Class C Preferred) will be converted


                                       12
<PAGE>

into  $1.00  worth  of  common  stock. For example if the price per share of the
common  stock  on  the  date  of conversion is  $.10 per share the holder of the
Preferred stock will receive 10 shares of common stock for every shares of Class
C  Preferred  stock  that  is  converted  into  common.

Stock  Issuance

During  the first quarter ended September 30, 2005 of fiscal year ended June 30,
--------------------------------------------------------------------------------
2006;
-----

140,000  shares  of  common  stock  were  issued for advertising and expensed at
$6,622.

300,000  shares  of  common  stock  were  issued  for  marketing and expensed at
$14,190.

Windsor  Professional  Plaza  LLC  converted  6,575 shares of preferred Series A
stock  into  65,750,000  shares  of  common  stock of which 10,000,000 shares of
common  stock  were  issued  for  consulting  and  expensed  at  $473,000.

During  fiscal  year  ended  June 30, 2005 the following stock was issued.  (All
-------------------------------------------------------------------------
shares  issued by the Company for services through the third quarter and most of
the  fourth quarter of fiscal year ended June 30, 2005, were issued at below par
value):

14,160,000  shares of common stock were issued for services when 1,460 shares of
preferred  stock  were  converted  to  common.

300,000  shares  of  common  stock , valued at $.001 each were issued as partial
payment  for the acquisition of the assets of Seamless P2P, LLC (the balance was
issued  in  Class  C  Preferred  Stock,  see  "Preferred  Stock")

3,368,734  shares  of  common  stock  were  issued  for officer salaries and for
services.

Windsor  converted  100,000  shares  of preferred Series A stock to 1,000,000 of
common  shares,  of  which  900,000 of the common shares were issued for Company
services.

2,224,718  shares  of  common  stock  were  issued  for officer's salary and for
services.

$300,000  worth  of  shares  of common stock were issued to Windsor Professional
Plaza  LLC  as  payment  for  $300,000  worth  of  debt.

220,000  shares  of  common stock were issued to acquire 22,000 common shares of
Save  the  World  valued  at  $5.00  per  share.

874,430  shares  of  common  stock  were  issued  for  services.

During  fiscal  year  ended  June  30,  2004,  the  following  stock was issued:
--------------------------------------------------------------------------------

495,000 shares of common stock were issued for payment in full on a note owed by
the  Company  for  past  due  wages.

540,000  shares  of  common  stock  were  issued per the conversion of preferred
Series  A stock into common, pursuant to the agreement with Windsor Professional
Plaza,  LLC.

136,000  shares of common stock were issued as payment to consultants in lieu of
cash  for services provided pursuant to consulting agreements. The fair value of
the  shares  was recorded as prepaid professional services and amortized ratably
over  the term of the contract.  These shares were issued pursuant to a Form S-8
registration  statement

162,650  shares of restricted common stock were issued to Global Debit Cash Card
pursuant  to  the Territory Marketing Agreement, as amended, in exchange for the
limited  exclusive  marketing  rights  to  sell the debit cards in the states of
Colorado  and  Utah  for  a  period  of  ten  (10)  years.

170,000  shares of common stock were issued as payment to consultants in lieu of
cash  for services provided pursuant to consulting agreements. The fair value of
the  shares  was recorded as prepaid professional services and amortized ratably
over  the term of the contract.  These shares were issued pursuant to a Form S-8
registration  statement

280,000  shares  of  restricted  common  stock were issued to repurchase 280,000
common  shares  of  DCM.


                                       13
<PAGE>

54,000  shares  of common stock were issued as payment to consultants in lieu of
cash  for services provided pursuant to consulting agreements. The fair value of
the  shares  was recorded as prepaid professional services and amortized ratably
over  the term of the contract.  These shares were issued pursuant to a Form S-8
registration  statement

The Company complies with the provisions of Emerging Issues Task Force Issue No.
96-18,  Accounting  for  Equity  Instruments  Issued to Other Than Employees for
Acquiring,  or  in  Conjunction  with, Selling Goods or Services ("EITF 96-18"),
with  respect to stock issuances to such non-employees, whereby the value of the
services  was  determined  as  a  reliable  measurement  of  fair  value.

Preferred  Stock

During  the first quarter ended September 30, 2005 of fiscal year ended June 30,
--------------------------------------------------------------------------------
2006,  Windsor  Professional Plaza LLC converted 6,575 shares Series A Preferred
-----
stock  into  65,750,000  shares  of  Common  stock.

During  the  fiscal  year  ended June 30, 2005, David Karst on behalf of Windsor
-----------------------------------------------
Professional  Plaza  LLC converted 252,753 shares of preferred Series A stock of
which  100,000  shares  were  converted  to pay the Company's operating expenses
leaving  a  balance  of  644,625  preferred  Series A shares held as collateral.

On  March  8,  2005  the  Board  of Directors authorized the issuance of 562,500
shares  of its unregistered restricted common stock to the Reda Family Trust for
$75,000.00.  On  April  1,  2005  this  was  changed to 56,250 shares of Class A
preferred  stock  for  $75,000.  This  issuance  was  intended to be exempt from
registration  under  Section  4 (2) and/or Regulation D of the Securities Act of
1933.

The  Company  issued 700,000 shares of Class C Preferred Shares convertible into
$1.00  of  Common  Stock  after  12 months, as partial payment for the assets of
Seamless  P  2 P, LLC. The acquired assets were then transferred to a subsidiary
of  the  Company,  Seamless Peer 2 Peer, Inc., a Nevada Corporation. The Company
also  issued  55,784  shares  of Class A Preferred Shares in order to reduce the
debit  "Note  payable  to  related  party"  this  debit is still on the books as
required  by the Accountant until the stock is cleared and the  debit is paid in
full.

The  Company cancelled 35,186 preferred Series A shares held by Windsor in order
to  reduce  preferred  Series  A  stock outstanding because once converted, they
would  have  amounted  to  common shares of Stock in excess of those authorized.
Windsor  Professional  converted  117,453  shares  of  preferred Series A stock.

During  the  fiscal  year  ended  June  30, 2004, In May 2004 Mercatus, with the
-------------------------------------------------
consent  of the Company, assigned 1,029,231 preferred Series A shares to Windsor
Professional  Plaza, LLC as collateral for the Company's funding line of credit.

Note  9.  Segment  Information

In accordance with SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information," management has determined that there were three reportable
segments  based  on  the customers served by each segment: Full service internet
service  provider  (ISP).  Such  determination  was  based on the level at which
executive  management  reviews  the  results  of  operations  in  order  to make
decisions  regarding performance assessment and resource allocation. Even though
all  operations  ceased before the previous year end of June 30, 2003 there were
ongoing  expenses  related  to  the  closing  of  the  respective  operations.

The  Company is currently a start up business that is concentrating on providing
"Wireless Internet" access at business locations. The Company was a full service
Internet service provider that served customers requiring Internet access in the
western  United States through dial-up, and high-speed wireless; web hosting and
web  design  (which  ceased  operations  as  of  June  30,  2003).

Certain  general  expenses  related  to  advertising  and marketing, information
systems,  finance  and  administrative groups are not allocated to the operating
segments  and  are included in "other" in the reconciliation of operating income
reported  below.  The  accounting policies of the segments are the same as those
described  in  the  summary  of  significant  accounting  policies (see Note 1).


                                       14
<PAGE>

Information  on  reportable  segments  is  as  follows:

<TABLE>
<CAPTION>

FOR FIRST QUARTER ENDED SEPTEMBER 30, OF FISCAL YEAR ENDED
                         June 30, 2006    June 30, 2005
<S>                     <C>              <C>
Wi-Fi ISP  NET SALES    $        6,406   $            0
COST OF WI-FI SALES            (33,323)               0
SOFTWARE NET SALES                   0                0
COST OF SOFTWARE SALES               0                0
COST AND EXPENSES           (1,977,780)      (1,213,222)
OTHER NET INCOME                37,176              620
NET LOSS                $   (1,940,604)  $   (1,212,602)
MINORITY INTEREST               33,527                0
NET LOSS                $   (1,907,077)  $   (1,212,602)
</TABLE>

Note  10.  Other  Events

a.  Company  Acquisition

In  January 2005 the Company acquired the proprietary software asset of Seamless
P  2 P, LLC for $1,000,000 worth of Company stock as follows:  700,000 shares of
Class  C Preferred Shares convertible into $1.00 of Common Stock after 12 months
and  300,000  shares  of Common stock valued at $.001 each and a 20% interest in
the  new  subsidiary  of  the  Company  "Seamless  Peer  2  Peer,  Inc" a Nevada
Corporation.  These assets were transferred to the new subsidiary of the Company
Seamless  Peer  2  Peer,  Inc.

b.  Marketing  Agreement

As  filed in an 8K dated April 27, 2005; The Company is writing off its $450,625
investment in the "Territory Marketing Agreement" that the Company acquired from
Global  Debit  Cash Card, Inc. Global was unable to establish a   viable private
label  debit  card  program  that  was the primary part of the agreement and the
reason  that  the Company entered into to the agreement to sell debit cards. See
agreement  synopsis  below:

"The  USA  Territory  Marketing Representative Agreement previously entered into
between  the  Company  and Global Debit Cash Card, Inc. was amended on March 15,
2004,  to  reflect  the  receipt of 156,391 shares of common stock as payment in
full  in exchange for the limited exclusive right to market and sell debit cards
in  the  states  of  Colorado  and  Utah  for  a  period  of  10  years."

Note  11.   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 tentative
settlement  with  Globalist which required the payment of $75,000 by March 2005,
subject  to  Court  approval.  On  March  8, 2005 the Company put $75,000 in its
lawyer  escrow  account  to  satisfy  the settlement. This cash is classified as
restricted  cash  on  its  balance sheet. The Company is still waiting for Court
approval regarding the final settlement, at which time the funds will be paid as
per  agreement.  However  Globalist  is  contesting the settlement agreement and
further  court  action  is  contemplated.

Community  Bank  of  Nevada  v  Internet  Business's  International,  Inc. et al
--------------------------------------------------------------------------------

On  December  20, 2000, the Community Bank of Nevada filed a lawsuit in District
Court, Clark County against Internet Business's International. Inc., seeking the
return  of  equipment.  The  Company  was not aware of the lawsuit and a default
judgment  was  entered  against  the  Company  in  the  amount of $134,052.  The
Company's  attorney  is  currently  in  negotiations  to settle this matter. The
amount  of  the  judgment  is  included  in  judgments  payable.

Management  of the Company believes that due to its current financial condition,
any  unfavorable  outcome  in  the  above matters will have a materially adverse
effect  on  the financial condition, results of operations and cash flows of the
Company.


                                       15
<PAGE>

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS.

The  following  discussion and analysis of the Company's financial condition and
results  of operations should be read with the consolidated financial statements
and  related  notes  included  elsewhere  in  this  Report.

When  the  words  used  in  this  Report,  such  as;  "expects,"  "anticipates,"
"believes,"  "plans,"  "will"  and  similar expressions are intended to identify
forward-looking  statements.  These are statements that relate to future periods
and  include,  but are not limited to statements; as to statements regarding our
critical  accounting  policies,  adequacy  of  cash,  expectations regarding net
losses  and  cash  flow, statements regarding growth and profitability, need for
future  financing,  dependence  on  personnel,  operating  expenses,  ability to
respond  to  rapid technological change and statements regarding the issuance of
common stock to the Company's executive officers. Forward-looking statements are
subject  to  certain  risks and uncertainties that could cause actual results to
differ  materially  from those projected. These risks and uncertainties include,
but  are  not limited to, those discussed below, as well as risks related to our
ability to develop and timely introduce products that address market demand, the
impact  of  alternative  technological advances and competitive products, market
fluctuations,  the  Company's  ability to obtain future financing, and the risks
set  forth  below  under  "Factors That May Affect the Company's Results." These
forward-looking  statements  speak  only  as  of  the  date  hereof. The Company
expressly  disclaims  any  obligation  or  undertaking  to  release publicly any
updates  or  revisions  to  any  forward-looking  statements contained herein to
reflect  any  change  in  our  expectations with regard thereto or any change in
events,  conditions  or  circumstances  on  which  any  such statement is based.

Overview

Seamless  Wi-Fi,  Inc.  ("Company")  is  currently  a  start up business that is
currently  operating two subsidiaries as follows: Its web site is www.slfw.net .
                                                                  ------------

Seamless Skyy-Fi, Inc., that is providing "Wireless Internet" access at business
locations. This service is referred to as Wireless Fidelity or Wi-Fi, for short.
Wi-Fi  also  refers  to  wireless  equipment  that  meets  published  802.11(x)
standards.  Wi-Fi  equipment  operates  in  2.4 and 5.8 GHz which are unlicensed
frequencies.  There  are  many  wireless Internet systems available but they all
have  universal compatibility. The Wi-Fi POP is commonly referred to as a "Wi-Fi
Hotspot".  Wireless  Internet  refers  to  radio  frequencies that may either be
licensed (which is above 5.8 GHz "gigahertz") and or unlicensed frequency (which
is  between  2.4  to  5.8  GHz).  Its  web  site  is  www.skyyfi.com  .
                                                      --------------

Seamless  Peer  2  Peer,  Inc.,  which is a developer and provider of a software
program  'Phenom" 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.  Its  web  site  is
www.seamlessp2p.net  .
          ---------

(A)  PLAN  OF  OPERATION

The  Company  has  three  offices  in  Nevada  and  not  including  Officers and
Directors;  has  10  independent  contractor  employees

The  Company  is currently a start up operation. As of this date the Company has
34  Wi-Fi  locations  for  its Seamless Skyy-Fi, Inc., Wi-Fi subsidiary, and has
installed  two of its Phenom Software Encryption Program at six  locations and 4
additional  beta  test  agreements  for  the  software  to  be  deployed for its
Seamless  Peer  2  Peer,  Inc.,  software  developer  subsidiary.

(B)     MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

With  the  Company  starting  up  a  business  it  is important to note that the
following  discussion  and  analysis  of  the Company's  financial condition and
results  of operations should be read with the consolidated financial statements
and  related  notes  included  elsewhere  in  this  Report.

The selected financial data for the First Quarter of Fiscal years ended June 30,
2006, 2005, are derived from the  financial statements of the Company and should
be  read  in  conjunction  with the audited financial statements included in the
June  30,  2006  and  2005  10K/SB.  These are restated based upon the change in
revenue  recognition.  See  Note  2 of the footnotes to the financial statements
titled  "Change  in  Revenue  Recognition".  The change only impacted the stated
"Revenues"  and  not  the  "Net  income".


                                       16
<PAGE>

Results  of  Operations

In accordance with SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information," management had determined that there were three reportable
segments,  (all of which have ceased operations in the fourth quarter for fiscal
year  ended  June  2003),  based  on  the customers served by each segment: Full
service  internet  service  provider  (ISP),  which  ceased operation during the
fiscal  year  ended  June  2003.  The  current  wireless  internet  service
business-to-consumer ("B2C") provider primarily consisted of direct marketing of
the  Companies  services and products. Such determination was based on the level
at which executive management reviews the results of operations in order to make
decisions  regarding  performance  assessment  and  resource  allocation.

Certain  general  expenses  related  to  advertising  and marketing, information
systems,  finance  and  administrative groups are not allocated to the operating
segments  and  are included in "other" in the reconciliation of operating income
reported  below.  The  accounting policies of the segments are the same as those
described  in  the  summary  of  significant  accounting  policies  (Note  1).

Analysis  of  Financial  Condition

Revenues; for the three months ended September 30, 2005 were $ 6,408 as compared
with  $0  for  the  corresponding  period  in  2004,  an  increase  of  $ 6,408.

Selling,  general  and  administrative  expenses;  for  the  three  months ended
September 30, 2005 was $1,984,188 as compared to $1,213,222  for the same period
in  2004,  a  increase  of  $770,966  or  approximately  164  %.

The  continued   high  cost  of the selling, general and administrative expenses
reflect  the  impact of stock that was preferred stock that was converted common
stock  after  the  company defaulted on its loans to Windsor. The loans proceeds
were  used  to   compensate  needed services by various professionals. Thus far,
during  2005  the  quarter  ended  September  31,  2005  the Company received an
additional  $200,743  from its funding line these funds will be used to maintain
growth  and cover expenses during this quarter. The company plans to continue to
pursue  revenue  growth  and expects to utilize additional private placements or
other  equity  financing  during  the  remainder  of  2005.

Other  Income;  is  either extraordinary income from payment in full on debt for
a reduced amount (with the difference represented as income) and  from  the sale
of fully or partially depreciated equipment where the income from  the  sale  is
greater  than  the  amount  depreciated.  Since  there  are no expectations that
furthers  sales  will  occur  and that the revenues from previous operations are
dissimilar  therefore  there  will  be  no  comparison  of  the  quarters.

Net  Loss;  for  the  three  months  ended  September 30, 2005 was $1,907,077 as
compared  to  $1,212,602  for the same period in 2004 an increase of $694,475 or
approximately  157%.

 Management  believes  these results are a direct reflection of continued higher
expenses  due to the continued expansion of the business and new acquisition and
its  related  expenses.  These  expenses are not expected to remain high however
sales  for  both the Wi-Fi and software programs will continue to increase which
should  result  in  a  decrease  in  the  net  operating  loss.

<TABLE>
<CAPTION>

FOR FIRST QUARTER ENDED SEPTEMBER 30, OF FISCAL YEAR ENDED
                         June 30, 2006    June 30, 2005
<S>                     <C>              <C>
Wi-Fi ISP  NET SALES    $        6,406   $            0
COST OF WI-FI SALES            (33,323)               0
SOFTWARE NET SALES                   0                0
COST OF SOFTWARE SALES               0                0
COST AND EXPENSES           (1,977,780)      (1,213,222)
OTHER NET INCOME                37,176              620
NET LOSS                $   (1,940,604)  $   (1,212,602)
MINORITY INTEREST               33,527                0
NET LOSS                $   (1,907,077)  $   (1,212,602)
</TABLE>

The  following  discussion  should  be  read  in  conjunction with the financial
statements  of the Company and notes thereto contained elsewhere in this report.


                                       17
<PAGE>

Information  on  reportable  segments  is  as  follows:

(1)     WISP:  The  resultant loss from operations for the Wi-Fi ISP segment for
first  quarter  for  fiscal  year ended June 30, 2006 of $26,917 are expected to
continue  because  these  expenses are related to the startup of this operation.

 (2)       Software:  The  resultant  loss  from the Software encryption program
segment  for  first  quarter for fiscal year ended June 30, 2006 are expected to
continue  because  these  expenses are related to the startup of this operation.

Liquidity  and  Capital  Resources

Net  cash used in operating activities at the end of the first quarter of fiscal
year ended June 30, 2006, decreased to  ($3,192,320) due to the use of stock for
services  which is an increase compared to the results for the same period ended
2004  of  ($165,526).  The Company is seeking  alternative sources of capital so
the  Company  can  expand  its  new Internet operations of establishing wireless
Internet  locations  commonly  referred  to  as  Wi-Fi hotspots and to allow the
deployment  of  it  Phenom Software program. Prior to end of the previous fiscal
year end of June 30, 2005 the Company  was  being funded by two sources; Windsor
Professional Plaza LLC and  Blue Bear Funding,  both Companies have ceased their
funding  of the Company and the Company is currently seeking alternative sources
to  fund  Companies  current  operations.

Capital  Expenditures

The  Company  funded Global Debit Cash Card $143,500 during the first quarter of
fiscal  year  ended  June  30,  2005.

Acquisitions

In  January 2005 the Company acquired the assets of Seamless P2P LLC for 700,000
shares  of  Preferred  Class  "C" Shares and 300,000,000 shares of the Company's
Common  stock valued at $1,000,000 and 20% interest in the new subsidiary of the
Company  "Seamless  Peer  2  Peer,  Inc" a Nevada Corporation. These assets were
transferred  to  the  new  subsidiary  of the Company Seamless Peer 2 Peer, Inc.

In  August  2003 the Company acquired Alpha Tooling, Inc. with 190,000 shares of
DCM  Enterprises,  Inc.  common stock, as per an agreement with DCM Enterprises,
Inc.  The  Company then transferred Alpha Tooling, Inc. to DCM Enterprises, Inc.
for credit towards the debit it had with DCM Enterprises, Inc.  After October 1,
2003  the  transaction  was  changed  by  agreement to an Asset Assignment.  The
Company  assigned  certain  assets of Alpha Tooling for credit of $311,639 which
reduced  the  debt  owed to DCM Enterprises, Inc. from $760,000 to $448,361. The
Company  retained  the  Alpha  Tooling  Corporation  which had assets of $42,050
(which  were  not  assigned  to  DCM  Enterprises,  Inc.), and debt of $351,306.

In April 2005 GLCD reversed it stock 1,000 shares of GLCD for 1 of GBCD (the new
stock  symbol)  GBCD  recently  traded  at  $1.01  per  share  in  low  volume.

In December 2003 GLCD acquired the assets of DCM for 60,000,000 common shares of
GLCD  which  included  reduction  of  the  note owed by the Company to $515,000,
which  was  transferred  as  an  asset to GLCD.  GLCD is traded over the counter
(OTC)  on  the  Pink  Sheets  LLC  quotation  service  under  the symbol "GLCD".

In  September  2003  the  Company,  through  its  wholly owned subsidiary Global
Debit  Cash  Card,  Inc.,  a Nevada Corporation ("GLCD") agreed to purchase from
DCM  the  Colorado  and  Utah territories for marketing the CARDS as per the USA
Territory  Marketing  Representative  Agreement.  Pursuant  to  the terms of the
agreement GLCD will operate as the Territory Marketing Representative ("TMR") in
Colorado  and  Utah  and license resellers of the CARDS.  The Licensed Activated
Resellers  ("LAR")  will  be  licensed  through  GLCD,  the  TMR.

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. The Company believes
that  of  the  significant  accounting  policies  used in the preparation of the
consolidated  financial statements (see Note B 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 The
Company  uses  in  applying  these  most  critical  accounting  policies  have a
significant  impact  on  the  results  reported  in  the  Company's  financial
statements.


                                       18
<PAGE>

Off  Balance  sheet

The  Company  has not entered into any off balance sheet arrangements that have,
or  are  reasonably  likely  to have a current or future effect on the company's
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.

Use  of  Estimates

The  preparation  of  the  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

The  Company  issues  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  is  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  the  Company's  sales  and  results of operations during the period.

Net  Operating  Loss  Carry  forwards

For  the  fiscal  year  ended  June 30, 2005, the Company had net operating loss
carry  forwards  for  federal and state purposes of approximately $5,117,636 and
$3,070,582  respectively.  These carry forwards begin to expire in 2016 and 2006
respectively.

Forward  Looking  Statements

The  foregoing  Management's  Discussion and Analysis of Financial Condition and
Results  of  Operations contains "forward looking statements" within the meaning
of  Rule  175  under the Securities Act of 1933, as amended, and Rule 3b-6 under
the  Securities  Act  of 1934, as amended, including statements regarding, among
other  items,  the  Company's  business  strategies,  continued  growth  in  the
Company's markets, projections, and anticipated trends in the Company's business
and  the  industry  in  which  it  operates.  The  words  "believe,"  "expect,"
"anticipate," "intends," "forecast," "project," and similar expressions identify
forward-looking  statements.  These forward-looking statements are based largely
on  the  Company's  expectations  and  are  subject  to  a  number  of risks and
uncertainties,  certain  of which are beyond the Company's control.  The Company
cautions  that  these statements are further qualified by important factors that
could  cause  actual  results  to  differ  materially  from those in the forward
looking  statements,  including, among others, the following: reduced or lack of
increase  in  demand  for the Company's products, competitive pricing pressures,
changes  in  the  market price of ingredients used in the Company's products and
the  level  of expenses incurred in the Company's operations.  In light of these
risks  and  uncertainties,  there  can  be no assurance that the forward-looking
information  contained  herein  will  in fact transpire or prove to be accurate.
The  Company  disclaims  any  intent  or  obligation  to update "forward looking
statements."

ITEM  3.  CONTROLS  AND  PROCEDURES

(a)  Evaluation  of  disclosure controls and procedures. We maintain "disclosure
controls  and  procedures,"  as such term is defined in Rule 13a-14(c) under the
Securities  Exchange  Act  of  1934,  or  the Exchange Act, that are designed to
ensure  that  information required to be disclosed by us in reports that we file
or  submit  under  the  Exchange  Act  is  recorded,  processed, summarized, and
reported within the time periods specified in Securities and Exchange Commission
rules  and  forms,  and that such information is accumulated and communicated to
our  management,  including  our  Chief  Executive  Officer  and  Treasurer,  as
appropriate,  to  allow  timely  decisions  regarding  required  disclosure.  In
designing  and  evaluating  our  disclosure  controls and procedures, management
recognized that disclosure controls and procedures, no matter how well conceived
and  operated,  can  provide  only  reasonable, not absolute, assurance that the
objectives  of  the disclosure controls and procedures are met. Additionally, in
designing  disclosure  controls  and  procedures, our management necessarily was
required  to  apply  its judgment in evaluating the cost-benefit relationship of
possible  disclosure  controls  and  procedures.  The  design  of any disclosure
controls and procedures also is based in part upon certain assumptions about the
likelihood  of future events, and there can be no assurance that any design will


                                       19
<PAGE>
succeed  in  achieving  our  stated goals under all potential future conditions.
The  evaluation  revealed  certain  weaknesses  in  disclosure  controls  and
procedures.  Based  on their evaluation as of a date within 90 days prior to the
filing  date of this Quarterly Report, our Chief Executive Officer and Treasurer
have  concluded that, subject to the limitations noted above, and except for the
weaknesses noted above, our disclosure controls and procedures were effective to
ensure  that  material  information  relating  to us, including our consolidated
subsidiaries,  is  made  known  to  them  by  others  within  those  entities,
particularly  during  the  period  in  which  this  Quarterly  Report  was being
prepared.

(b)  Changes  in  internal  controls.  We  plan to institute greater controls by
adding  additional  staff  to  allow  for  greater  third  person  review  and
verification  of all transactions thereby enhancing the accuracy of all records.
We are also looking to implement many of the new requirements required under the
Sarbanes-Oxley  Act  of  2002  during  the coming year. However, we believe that
there  were  are  no  significant  changes  in  our internal controls or, to our
knowledge,  in  other  factors  that  could  significantly affect these 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

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 tentative
settlement  with  Globalist  which required the payment of $75,000 by March 2005
subject  to court approval.  Pursuant to the payment of the settlement amount of
$75,000  on  March  8,  2005,  the  Board  of  Directors  issued  562,500,000
shares  of  its unregistered  restricted  common  stock to the Reda Family Trust
for  $75,000.00.  This  issuance  was  intended  to  be exempt from registration
under section 4(2) and/or  Regulation  D  of  the  Securities  Act  of  1933. On
April  1  2005  the  562,500,000  shares  of its unregistered common stock which
were  not  issued  on March 8, 2005 was changed to the issuance 56,250 shares of
Class  A  Preferred  Shares.  The  Company  is  still waiting for Court approval
regarding  the  final  settlement  at  which  time the funds will be paid as per
agreement.

Ronald  Friedman,  Robert  Friedman,  the  Ronald Friedman 1997 Grantor Retained
--------------------------------------------------------------------------------
Annuity  Trust  v.  Internet  Business's  International, Inc. et al and Internet
--------------------------------------------------------------------------------
Business's  International.  Inc. v Ronald Friedman 1997 Grantor Retained Annuity
--------------------------------------------------------------------------------
Trust
-----

In  April  2001  Ronald  Friedman  and the Ronald Friedman 1997 Grantor Retained
Annuity  Trust  sued the Company for, among other things, breach of contract, in
the  United  States  District Court, Southern District of New York. The case was
transferred to the United States District Court, Central District of California,
Southern  Division,  to  be consolidated with Internet Business's International.
Inc.  v  Ronald  Friedman 1997 Grantor Retained Annuity Trust.  At that time the
Company  filed a cross-complaint against the Trust for rescission and the return
of  $1,006,857.  This  case  has  been  dismissed  by  the  judge.

Community  Bank  of  Nevada  v  Internet  Business's  International,  Inc. et al
--------------------------------------------------------------------------------

On  December  20, 2000, the Community Bank of Nevada filed a lawsuit in District
Court, Clark County against Internet Business's International. Inc., seeking the
return  of  equipment.  The  Company  was not aware of the lawsuit and a default
judgment  was  entered  against  the  Company  in  the  amount of $134,052.  The
Company's  attorney  is  currently  in  negotiations  to  settle  this  matter.

 Management of the Company believes that due to its current financial condition,
any  unfavorable  outcome  in  the  above matters will have a materially adverse
effect  on  the financial condition, results of operations and cash flows of the
Company.


                                       20
<PAGE>

ITEM  2.  CHANGES  IN  SECURITIES

Issuance of Common  Stock  and  Preferred  Stock
------------------------------------------------

The  Board  of  Directors  of the Corporation may from time to time authorize by
resolution  the  issuance  of  any  or  all  shares  of the Common Stock and the
Preferred  Stock  herein  authorized in accordance with the terms and conditions
set  forth  in the Articles of Incorporation for such purposes, in such amounts,
to  such  persons, corporations, or  entities, for such consideration and in the
case  of  the  Preferred  Stock,  in  one  or  more  series, all as the Board of
Directors  in its discretion may determine and without any vote or either action
by  the  stockholders,  except  as  otherwise  required  by  law.  The  Board of
Directors, from time to time also may authorize by resolution, options, warrants
and  other  rights  convertible  into  Common  or  Preferred stock (collectively
"securities").  The  securities must be issued for such consideration, including
cash,  property,  or  services,  as the Board of Directors may deem appropriate,
subject to the requirement that the value of such consideration be less than the
par value if the shares issued. Any shares issued for which the consideration so
fixed  paid or delivered shall be fully paid stock and the holder of such shares
shall  not  be  liable  for  any further call of assessment or any other payment
thereon,  provided  that the actual value of such consideration is not less that
the  par  value of the shares so issued. The Board of Directors may issue shares
Common  Stock in the form of a distribution or distributions pursuant to a stock
dividend  or  split-up  of the shares of the Common Stock only to ten holders of
the  outstanding  shares  of  the  Common  Stock.

All shares issued by the Company for services through the period ended March 31,
2005,  were  issued  at  below  par  value.

Authorized  Shares
------------------

During  November  2004  the  board  of  directors  amended  the  articles  of
incorporation  to increase the authorized to 20,000,000,000 shares (par value of
$.001)  of  which 19,990,000,000 are common shares and 10,000,000 are preferred.
There  are  three  classes  of  preferred  stock  which  are as follows; Class A
Preferred  of  5,000,000  shares of which one (1) share of preferred converts to
10,000  shares  of  common stock, Class B Preferred of 3,000,000 shares of which
(1)  share  of  preferred  converts to 1,000 shares of common stock, and Class C
Preferred  of  2,000,000 shares. As of this date the Company has not updated its
articles  of  incorporation  with  the  state  of  Nevada,  which  shows  only
11,000,000,000  shares  authorized.

The  company plans to amend the previous resolution decreasing the authorized to
10,000,000  shares so no amendment to the Articles of Incorporation will have to
be  filed  with  the  state  of  Nevada.

On  September  30, 2004 the Company amended its Certificate of Incorporation and
authorized  5,000,000  shares  of  Class  C  Preferred  stock, $0.001 par value,
convertible,  with  a  stated  value of $1.00 per share for conversion purposes.
The  Class  C  Preferred  stock  is convertible at the option of the holder into
common  shares  of  the  Company  at  the  end of 12 months from the date of its
issuance  into  based upon the ten day average trading price of the common stock
just  prior  to  the  end  of the 12 month holding period.  Therefore One Dollar
($1.00)  of  Preferred  Stock  (which is one share of Class C Preferred) will be
converted  into  $1.00 worth of common stock. For example if the price per share
of  the  common stock on the date of conversion is  $.10 per share the holder of
the  Preferred  stock will receive 10 shares of common stock for every shares of
Class  C  Preferred  stock  that  is  converted  into  common.

During  April  2003 the board of directors amended the articles of incorporation
to  increase  the authorized to 10,000,000,000 shares of which 9,990,000,000 are
common  shares and 10,000,000 are preferred. The shares were initially increased
in  April  2003  to  2,000,000,  and  the  balance  was  issued  in  April 2004.

Stock  Issuance

During  the first quarter ended September 30, 2005 of fiscal year ended June 30,
--------------------------------------------------------------------------------
2006;
-----

140,000  shares  of  common  stock  were  issued for advertising and expensed at
$6,622.

300,000  shares  of  common  stock  were  issued  for  marketing and expensed at
$14,190.

Windsor  Professional  Plaza  LLC  converted  6,575 shares of preferred Series A
stock  into  65,750,000  shares  of  common  stock of which 10,000,000 shares of
common  stock  were  issued  for  consulting  and  expensed  at  $473,000.


                                       21
<PAGE>

During  fiscal  year  ended  June 30, 2005 the following stock was issued.  (All
-------------------------------------------------------------------------
shares  issued by the Company for services through the third quarter and most of
the  fourth quarter of fiscal year ended June 30, 2005, were issued at below par
value):

14,160,000  shares of common stock were issued for services when 1,460 shares of
preferred  stock  were  converted  to  common.

300,000  shares  of  common  stock , valued at $.001 each were issued as partial
payment  for the acquisition of the assets of Seamless P2P, LLC (the balance was
issued  in  Class  C  Preferred  Stock,  see  "Preferred  Stock")

3,368,734  shares  of  common  stock  were  issued  for officer salaries and for
services.

Windsor  converted  100,000  shares  of preferred Series A stock to 1,000,000 of
common  shares,  of  which  900,000 of the common shares were issued for Company
services.

2,224,718  shares  of  common  stock  were  issued  for officer's salary and for
services.

$300,000  worth  of  shares  of common stock were issued to Windsor Professional
Plaza  LLC  as  payment  for  $300,000  worth  of  debt.

220,000  shares  of  common stock were issued to acquire 22,000 common shares of
Save  the  World  valued  at  $5.00  per  share.

874,430  shares  of  common  stock  were  issued  for  services.

During  fiscal  year  ended  June  30,  2004,  the  following  stock was issued:
--------------------------------------------------------------------------------

495,000 shares of common stock were issued for payment in full on a note owed by
the  Company  for  past  due  wages.

540,000  shares  of  common  stock  were  issued per the conversion of preferred
Series  A stock into common, pursuant to the agreement with Windsor Professional
Plaza,  LLC.

136,000  shares of common stock were issued as payment to consultants in lieu of
cash  for services provided pursuant to consulting agreements. The fair value of
the  shares  was recorded as prepaid professional services and amortized ratably
over  the term of the contract.  These shares were issued pursuant to a Form S-8
registration  statement

162,650  shares of restricted common stock were issued to Global Debit Cash Card
pursuant  to  the Territory Marketing Agreement, as amended, in exchange for the
limited  exclusive  marketing  rights  to  sell the debit cards in the states of
Colorado  and  Utah  for  a  period  of  ten  (10)  years.

170,000  shares of common stock were issued as payment to consultants in lieu of
cash  for services provided pursuant to consulting agreements. The fair value of
the  shares  was recorded as prepaid professional services and amortized ratably
over  the term of the contract.  These shares were issued pursuant to a Form S-8
registration  statement

280,000  shares  of  restricted  common  stock were issued to repurchase 280,000
common  shares  of  DCM.

54,000  shares  of common stock were issued as payment to consultants in lieu of
cash  for services provided pursuant to consulting agreements. The fair value of
the  shares  was recorded as prepaid professional services and amortized ratably
over  the term of the contract.  These shares were issued pursuant to a Form S-8
registration  statement

The Company complies with the provisions of Emerging Issues Task Force Issue No.
96-18,  Accounting  for  Equity  Instruments  Issued to Other Than Employees for
Acquiring,  or  in  Conjunction  with, Selling Goods or Services ("EITF 96-18"),
with  respect to stock issuances to such non-employees, whereby the value of the
services  was  determined  as  a  reliable  measurement  of  fair  value.


                                       22
<PAGE>

Preferred  Stock

During  the first quarter ended September 30, 2005 of fiscal year ended June 30,
--------------------------------------------------------------------------------
2006,  Windsor  Professional Plaza LLC converted 6,575 shares Series A Preferred
-----
stock  into  65,750,000  shares  of  Common  stock.

During  the  fiscal  year  ended June 30, 2005, David Karst on behalf of Windsor
-----------------------------------------------
Professional  Plaza  LLC converted 252,753 shares of preferred Series A stock of
which  100,000  shares  were  converted  to pay the Company's operating expenses
leaving  a  balance  of  644,625  preferred Series A  shares held as collateral.

On  March  8,  2005  the  Board  of Directors authorized the issuance of 562,500
shares  of its unregistered restricted common stock to the Reda Family Trust for
$75,000.00.  On  April  1,  2005  this  was  changed to 56,250 shares of Class A
preferred  stock  for  $75,000.  This  issuance  was  intended to be exempt from
registration  under  Section  4 (2) and/or Regulation D of the Securities Act of
1933.

The  Company  issued 700,000 shares of Class C Preferred Shares convertible into
$1.00  of  Common  Stock  after  12 months, as partial payment for the assets of
Seamless  P  2 P, LLC. The acquired assets were then transferred to a subsidiary
of  the  Company,  Seamless Peer 2 Peer, Inc., a Nevada Corporation. The Company
also  issued  55,784  shares  of Class A Preferred Shares in order to reduce the
debit  "Note  payable  to  related  party"  this  debit is still on the books as
required  by the Accountant until the stock is cleared and the  debit is paid in
full.

The  Company cancelled 35,186 preferred Series A shares held by Windsor in order
to  reduce  preferred  Series  A  stock outstanding because once converted, they
would  have  amounted  to  common shares of Stock in excess of those authorized.
Windsor  Professional  converted  117,453  shares  of  preferred Series A stock.

During  the  fiscal  year  ended  June  30, 2004, In May 2004 Mercatus, with the
-------------------------------------------------
consent  of the Company, assigned 1,029,231 preferred Series A shares to Windsor
Professional  Plaza, LLC as collateral for the Company's funding line of credit.


ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES

     None.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     None.

ITEM  5.     OTHER  INFORMATION

      None.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

          (A)  EXHIBITS

Exhibits  included  or  incorporated  by  reference  herein are set forth in the
Exhibit  Index  following  the  signatures.

          (B)  REPORTS  ON  FORM  8-K

None


                                       23
<PAGE>

                                   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,  thereunto  duly  authorized.


                                            SEAMLESS WI-FI, INC.
                                            f/k/a ALPHA WIRELESS BROADBAND, INC.

                                            Date: November 9, 2005
                                            /s/ Albert R. Reda
                                            ---------------------
                                            Albert R. Reda
                                            Chief Executive Officer, Secretary


                                  EXHIBIT INDEX

Number                           Description
--------------------------------------------------------------------------------

31   Certification  Pursuant  to  Section  302 of the Sarbanes-Oxley Act of 2002
(filed  herewith).

32   Certification  Pursuant  to 18 U.S. C. Section 1350, as adopted pursuant to
Section  906  of  the  Sarbanes-Oxley  Act  of  2002  (filed  herewith).



                                       24
<PAGE>