U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB

(Mark  One)
[X]  ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934  For  the  fiscal  year  ended  June  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 or organization)

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

            4255E. Charleston Blvd. Suite D, Las Vegas, Nevada, 89104
            ---------------------------------------------------------
                    (Address of principal executive offices)

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

        Securities registered pursuant to Section 12(b) of the Act: None

    Securities registered pursuant to Section 12(g) of the Act: Common Stock
Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that  the registrant was required to file such reports) and (2) has been
subject  to  such filing requirements for the past 90 days. Yes [X]     No [   ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information  statements  incorporated  by  referenced  in  Part III of this Form
10-KSB  or  any  amendment  to  this  Form  10-KSB  [   ]

Issuer's  revenue  for  its  most  recent  fiscal  year:  $2,113.

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  sold,  or the average bid and asked price of such common equity, as of June
30,  2005:  $24,469.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  June  30,  2005:  24,468,944.

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


<PAGE>
TABLE  OF  CONTENTS

PART  I

ITEM  1.  DESCRIPTION  OF  BUSINESS

ITEM  2.  DESCRIPTION  OF  PROPERTY

ITEM  3.  LEGAL  PROCEEDINGS

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

PART  II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

ITEM  7.  FINANCIAL  STATEMENTS

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS
          ON  ACCOUNTING  AND  FINANCIAL DISCLOSURE

ITEM  8A.  CONTROL  AND  PROCEDURES

ITEM  8B.  OTHER  INFORMATION

PART  III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT

ITEM  10.  EXECUTIVE  COMPENSATION

ITEM  11.  SECURITY  OWNERSHIP  OF CERTAIN BENEFICIAL  OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

ITEM  13.  EXHIBITS

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

SIGNATURES

                                        2
<PAGE>
PART  I.

ITEM  1.  DESCRIPTION  OF  BUSINESS

General

Seamless  Wi-Fi,  Inc.  formerly  known  as  Alpha  Wireless  Broadband,  Inc.
("Company")  is  currently  a start up business with two operating subsidiaries:

Seamless Skyy-Fi, Inc., provides 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).  Transmission  of  radio  frequency  is  regulated by the Federal
Communications Commission and has over the past 3 years become a growing form of
communications  for  access  to  the  Internet.  Radio  equipment installed at a
location  creating  a POP (Point Of Presence) which is connected directly to the
Internet  and  maintained  by  an  Internet  Service  Provider  (ISP).  This POP
broadcasts  radio frequencies allowing two-way communications to the Internet. A
user's  wireless  modem  equipped  with an antenna and installed in a stationary
computer,  a laptop computer or other wireless device, communicates with the POP
permitting  the  end  user  to transmit and receive data to the Internet.  As of
the  date  of  this  report  Seamless  Skyy-Fi had 30 Wi-Fi locations installed.

And  the  other  subsidiary  is;

Seamless Peer 2 Peer, Inc., is the developer of the proprietary (patent pending)
Phenom  Encryption  Software. Phenom  Software allows secure communications over
Wi-Fi,  Local  Area Network (LAN), and Wide Area Networks (WAN) with its Virtual
Internet  Extranet  Network  technology.  Phenom  Software  provides secure Peer
Mail,  Chat,  File  Transfer,  and  remote PC access in a two-megabyte download.
Phenom  Software's Application Protocol Interface (API) also supports Voice over
Internet  Protocol  (VoIP), Video Voice conferencing, and White Boarding.  As of
the  date  of  this  report  Seamless  Peer  2 Peer has 2 clients currently Beta
Testing  the  software  and  its  applications.

Previous  Operations

International  Food  and  Beverage  was  listed on the Over The Counter Bulletin
Board  in  June 1988.  This company operated in the food services industry until
late 1997, at which time it ceased operations.  This firm remained dormant until
December  of  1998. At that time new management was put in place, and a decision
was  made  to  move the Company's focus to the Internet and change the Company's
name  to  Internet  Business's International, Inc. In September 2004 the Company
changed  its  name  to  Alpha  Wireless  Broadband,  Inc.

On  January  1,  1999  the newly named company began to offer goods and services
over  the Internet, starting with the development of an on-line B2C (business to
consumer) E-Retail site, AuctionWinner.com, The site was launched in April 1999.
In  July  1999, the Company expanded their service offerings by acquiring an ISP
(Internet Service Provider) by the name of LA Internet.  The Company changed its
domicile  from  Delaware  to  Nevada  in  the  same  year.

From  January  2000  until  April  2003  goods  and services were offered by the
Company,  over  the  Internet,  including a national ISP and a local WISP in Las
Vegas,  Nevada.  These  operations  ceased  in  April  of  2003.

From  April  2003  until  May  2004  the  Company  was  not  in  operation.

In  May  2004,  the  Company  opened a dating web site for seniors. This was the
first  business  venture  since the Company ceased its prior operations in April
2003.

In  June 2004, the Company changed focus and incorporated Skyy-Fi, Inc. a Nevada
Corporation, a wholly owned subsidiary, and its related web site www.skyyfy.com,
                                                                 --------------
which  is  the  Company's  wireless  Internet  Service  Provider.  Skyy-Fi  will
undertake  to  provide  to  consumers  wireless  high  speed  Internet access at
locations  across  the  United  States.  Skyy-Fi executed agreements to fund the
business  development  for  acquisition of Wi-Fi hot spots and deployment of the
equipment  at  the  acquired  locations.

In  July  2004  the  Company established, The Internet Business's International,
                                          --------------------------------------
Inc.  Creditor  Trust to pay the Company's creditors and to allow the Company to
---------------------
continue  to  operate  without interruption. KFG LLC accepted the appointment as
trustee, and is vested with the authority to settle outstanding matters with the
Company's  creditors willing to accept shares of the Company's common stock for
settlement  pursuant  to  the  terms  and  conditions  of  the  trust agreement.

                                        3
<PAGE>
In July of 2004 which is first quarter of fiscal year of June 2005, the Company,
through  its  wholly  owned  subsidiary Skyy-Fi, Inc., began the installation of
wireless  Internet access equipment at businesses allowing their patron's access
to  the Internet for a fee. At the time of this report Skyy-Fi, Inc had 30 Wi-Fi
locations  installed.

In  January  2005, the Company acquired the assets of Seamless P2P, LLC  for the
Companies  subsidiary  Seamless  Peer  2  Peer, Inc. Seamless 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. After
the  acquisition the Company changed its name to Seamless Wi-Fi, Inc and changed
Skyy-Fi,  Inc  to Seamless Skyy-Fi, Inc. to unify the Company and its subsidiary
in  its  presentation  as  "Seamless".

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

Current  Operations

The  Company  is  currently  maintaining  and operating the following web sites,
Seamless  Skyy-Fi;  www.skyyfi.com  and  for  Seamless  Peer  2  Peer;
www.seamlessp2p.net and its corporate site Seamless Wi-Fi; www.slwf.net. The two
operating  subsidiaries  current  operations  are  as  follows:

Seamless  Skyy-Fi  Business  Plan;
----------------------------------

 The  Companies  subsidiary  Seamless  Skyy-Fi  is concentrating on establishing
"Wi-Fi Hotspots". The Company's plan for its current and future Wi-Fi operations
are  based  upon the following business model which outlines the; "identifying",
"acquiring"  and  "approving"  of  Wi-Fi Hotspots and then the "installation" of
equipment  at  the  Wi-Fi  location.

"Identifying"  Wi-Fi  Hotspots

     1)  Wi-Fi  Hotspot  for a Single Location with Multi User

This  service  type  would  be deployed in locations, such as a coffee shop, car
wash,  and  /or  restaurant,  which  meet  minimum deployment requirements. Once
deployed  the  service  then  creates  a  Wi-Fi Hotspot. The Company installs an
individual Wi-Fi compatible radio and antenna at the location which will provide
coverage  throughout  the location. Once operating, the Hotspot permits multiple
users  with  compatible  laptop  computers  and/or  other  wireless  devices
simultaneous  access to the Internet while patronizing that location. The access
to  the  Hot Spot maybe free if certain services are purchased and/or at cost if
these services are not purchased. The Company charges the owner of the business,
connection  and  services  fees,  which  may  be off set by the fees charged for
Internet  service and/or from items purchased by the customer from the business.
The  Internet  customers can purchase the Internet service on a daily, weekly or
monthly  basis.

     2)  Wi-Fi  Hotspot for Single and/or Multi broadcast location with Multiple
Users

This  service type would be deployed in a large single premise, such as a hotel,
and or multiple occupancy location by installing one or more integrated hotspots
within  the  premises that will create a wireless "Local Area Network" (LAN), by
providing  radio  frequency  coverage  throughout the premises. Depending on the
level  of  user demand, one or more of the integrated hotspots will be connected
directly  to  the Internet. Once operating, this type of hotspot network permits
numerous  users'  access  to  the Internet simultaneously, while patronizing the
host  hotel  in  their  room/ apartment/ office or other property. Users of this
type  of  hotspot network are able to purchase access to our network in the same
manner  as  those  users  accessing  one  of  our  hotspots located in a single,
discreet  location.

     3)  Large  Geographic  Location  with  Multiple  Wi-Fi  Hotspot  Services

Wi-Fi service for large geographical areas, such as a residential subdivision, a
commercial  center or sections of a municipality and or the entire municipality,
would  require  the  deployment  of  a large number of hotspots that effectively
"blanket"  the  target  coverage  area with radio frequencies. With this type of
Wi-Fi  hotspot  deployment  the  individual consumer and/or end user (based upon
agreed  fee  arrangements)  has  the ability to roam within the covered area and
have  Internet access. The large geographical area covered would be solicited by
the  Company  offering  Internet  access  to  potential business and residential
customers  in  order to establish ongoing yearly or monthly fee paying accounts.
Occasional  visitors  within  the  Wi-Fi  service area would be able to purchase
access  to  the  network  on  a  daily  and/or  weekly  basis.


                                        4
<PAGE>
Wi-Fi  service  for  large geographical areas, will incur monthly charges to the
Company  for  the  rental  of broadcast radio and antenna locations. These costs
would  be  incorporated  within the Internet access charges for the area. Access
charges will also vary depending on the type of access the end user wants within
the  covered  area.

 "Acquiring"  Wi-Fi  Hotspots  Locations

The  Company plans on using a small in-house sales staff and several independent
salespersons.  This  allows  the company to adjust sales activities as required.
The in-house sales staff also allows the Company to maintain continuity with the
sales  training  and  presentations  of  the  independent  sales  personal.

"Approving"  of  the  Wi-Fi  Location

The  acquired  location  would  then have to be verified for the availability of
high  speed  Internet  access. The high speed Internet service could be obtained
from  a  DSL  provider, a cable company provider, and/or bandwidth provider that
offer  either a hard wired or wireless service. A Company or contract technician
would  physically  review  the  location  to make sure that a Wi-Fi radio signal
would  not  be  interrupted  within  the  transmission  area  by other competing
signals.  If  the  location  has  high  speed  Internet  access  available  at a
reasonable  cost, and it's verified that the end user is able to receive a clear
Wi-Fi  signal,  then  the  site  would  be  approved  for  installation.

"Installation"  of  Equipment  at  Wi-Fi  Hotspot  Locations

Once  the  Wi-Fi  Hotspot  location  has  been  approved for installation by the
Company's  field  representative  and the contracts executed between the Company
and  the  location  owner  and  /or  manager,  the  location  will  schedule for
installation  of  equipment.  The  Company  may  use either company or qualified
contract  installers  to  do  the  equipment  installations.

Market  and  Competition

Market

The market for Internet services is highly competitive. There are no substantial
barriers  for  entry  into the Wi-Fi market, based upon the advances of Internet
technology.  Management  expects  competition to continue to grow and intensify.
This  is  especially true in the acquisition and installation of Wi-Fi hotspots.
Creating  Wi-Fi  hotspots is one of the fastest growing segments of the Internet
and  both  the  private  and  public sector are becoming involved in the market.
Wi-Fi industry experts concur regarding the future growth of Wi-Fi Hot Spots and
consumer Wi-Fi use over the next decade. Wi-Fi was identified as integral to the
further  expansion  of  mobile  computing,  and  there are research reports that
predict  there  will  be  700  million  users  of  Wi-Fi  by  2007.

Competition

The  following  is  a  list  of  company  competitors:

<TABLE>
<CAPTION>
                                      Direct Competition
Company Name                   Public/Private      Web-Site       Stock Symbol
-----------------------------  --------------  -----------------  ------------
<S>                            <C>             <C>                <C>
Advanced Internet Access, LLC  Private         www.axcess2go.com  N/A
                                               -----------------

Caf .com Inc *                 Private         www.caf .com       N/A
                                               -----------------

Fat Port                       Private         www.fatport.com    N/A
                                               -----------------

NetNearU, Corp.                Private         www.nnu.com        N/A
                                               -----------------

Wayport, Inc                   Private         www.wayport.net    N/A
                                               -----------------

Wi-Fi Guys. LLC                Private         www.wi-figuys.com  N/A
                                               -----------------

Netopia, Inc.                  Public          www.netopia.com    NTPA
                                               -----------------

ICOA, Inc.                     Public          www.icoacorp.com   ICOA
                                               -----------------
</TABLE>


                                        5
<PAGE>
*  ICOA,  Inc  acquired  Cafe.com  in  August  2005.
----------------------------------------------------

Several  companies  such as Starbucks and T-Mobile have jointly entered into the
competition  with  their  own  Wi-Fi locations. Other companies such as IOCA are
attempting  to  acquire existing independent Wi-Fi companies. Other attempts are
being  made  to  develop  roaming  agreements  between  the  Wi-Fi locations and
Companies to allow a more access to existing Wi-Fi customers. Cellular telephone
companies  are  trying  to  organize  a  network  of  Wi-Fi  locations under its
umbrella.  Other  Cellular  Telephone Companies such as Sprint are also offering
Mobil  Internet  access  through  connection  to  their  cellular  networks. The
hospitality  industry  is  going  to a free Wi-Fi model and fast food chains are
offering  it  service  for  a  fee  for  Wi-Fi  access  at  their  locations.

Other  factors  that  impact  the  Wi-Fi sector is that there are venues such as
cities  and  collages  that  are offering free Wi-Fi. Management feels that free
Wi-Fi  will not work because there are fixed costs for bandwidth that have to be
paid by someone. Other costs which are also not free nor can they be waived, are
costs  of  the  broadcast  radios,  routers and antennas. Free Internet has been
tried  in the past, for example Net Zero had to move away from that model due to
the  fact  that  revenue  from  advertisers  did  not  off  set the hard cost of
accessing  the  Internet.

Negative  competitive  developments  could  also  have  an adverse effect on the
Company's  business such as the latest court rulings against the FCC regulations
regarding  competitors'  access  to  phone  Company  Central  Office facilities;
thereby  increasing the cost of the DSL services to Wi-Fi locations. The FCC has
required  the  telephone  companies  to  lease  network  access  to  rivals  at
government-set  rates  in order to promote competition for local service, but an
appeals  court  in  March  set  aside  those  regulations.

Competitors  to  the  Company  that have access to financial markets and cutting
edge  technological resources will remain viable for growth and expansion. These
and  other  types  of  competitors  for Internet access are expected to continue
making  substantial  expenditures  to  promote, expand and improve their on-line
properties.

With  the  continued growth of the tech sector and the increased competition for
the  Wi-Fi  Internet access business -there has been a corresponding increase in
the  number  of  business failures which has negatively impacted availability of
funds  for these developing businesses. These occurrences have also impacted the
availability  of  funds for the Company. The Company ceased its prior operations
due  to  lack  of  funding.  It  should  also  be  noted  competitors  that were
significantly larger and/or better established than the Company also failed. The
Company has obtained funding for acquisition and deployment of its Wi-Fi Hotspot
Locations.

Several  of  the  principal competitive factors which would determine success in
the  targeted  markets  are:
-     location;
-     high  speed  bandwidth  availability;
-     customer  base;
-     fee  arrangement  i.e.  location  owner  pays  vs.  end  user  pays;
-     potential  number  of  simultaneous  users;  and
-     implementation  costs
To acquire the locations the Company plans on using a small in-house sales staff
and  several  independent  salespersons. This allows the company to adjust sales
activities  as  required.  The  in-house  sales staff also allows the Company to
maintain continuity with the sales training and presentations of the independent
sales  personal.

Marketing  Plan

 The Company will concentrate its marketing campaign within a given region first
to  businesses  within  the  chosen  area  that  meet the criteria determined by
Management. The types of businesses that meet the criteria are coffee shops, car
washes,  and/or hotels. Once a Wi-Fi hotspot location is established the Company
will  advertise  in  order  to  inform the consumer of the availability of Wi-Fi
service  at  that  location.

Once it establishes name recognition within the marketed region the Company will
refocus  its  marketing  campaign  to  another  region  and/or  business  type.

The Company marketing campaign will use on-line services, web site placement and
advertising  networks,  as  well as traditional off-line media such as radio and
direct mail print to convey to the business owner/ operator and the consumer the
services  that  are  offered  by  the Company.  The Company will also use direct
telemarketing  and facsimile services to also inform the business owner/operator
and  consumer  of  these services. Accordingly, the Company will incur increased
costs  associated  with  advertising  these  services  to business operators and
consumers


                                        6
<PAGE>
Proprietary  Rights

The  Company  currently uses certain licensing agreements to provide proprietary
products  and  services.  Management  cannot  guarantee that it would be able to
continue  to  license  these  products  and  services  on  reasonable  terms.

Seamless  Skyy-Fi  Plan  forRevenue  from  Operations:
------------------------------------------------------

Skyy-Fi  Revenue

Fees  are  paid  to  Skyy-Fi  by  subscribers  and/or from the location owner as
follows:

1.  Subscribers  either  pay a monthly fee if they are a Skyy-Fi member or a per
use  fee  if  they  are  an  occasional  user.

2. When the location owner offers free Wi-Fi access the owner then pays a fee to
the  Company  for  providing  and  maintaining  the  service.

Seamless  Peer  2  Peer  Business  Plan;
----------------------------------------

The Companies subsidiary Seamless Peer 2 Peer is concentrating on establishing a
Client  Base  for  its software products. The Company's plan for its current and
future  clients  are  based upon the following business model which outlines the
clients  that  could  benefit  from  its  use  and  then establishing methods of
distribution  for  delivering  the  product  to  the  client  base.

Client  Base

The  Company  feels  that  the  Peer  2 Peer client base comprises the following
entities  and  end  users:

Government  agencies

Corporations

WAN  and  LAN  operators

ISP,  WISP,  Wi-Fi  providers

File  Sharing  Companies

Market  and  Competition

Market

The market for Internet based software services is highly competitive. There are
substantial  barriers  for entry into the Software Internet Service market.  The
cost for determining a need then development and testing of the software program
to  supply  that need is significant. However the potential profit if successful
means that capital is available if the developer can present a convincing reason
for  the  development  of  the  software.

Competition

<TABLE>
<CAPTION>
                                  Direct Competition
Company Name              Public/Private        Web-Site         Stock Symbol
------------------------  --------------  ---------------------  ------------
<S>                       <C>             <C>                    <C>
Grouper Networks ,Inc.    Private         www.grouper.com        N/A
                                          ---------------------

Citrix Systems,  Inc.     Public          www.citrix.com         CTSX
                                          ---------------------

Lap Software, Inc.        Private         www.laplink.com        N/A
                                          ---------------------

PeerMe, Inc               Private         www.peerme. com        N/A
                                          ---------------------

3am Labs, Inc.            Private         www.logmein.com        N/A
                                          ---------------------

Amteus Ltd                Private         www.jeftel.com         N/A
                                          ---------------------

Eclectic Endeavours Inc.  Private         www.endeavors.com      N/A
                                          ---------------------

Seclarity, Inc.           Private         www.seclarity.com      N/A
                                          ---------------------

Securit-e-doc, Inc.       Private         www.securit-e-doc.com  N/A
                                          ---------------------
</TABLE>


                                        7
<PAGE>
Seamless  Peer  2  Peer  Marketing plan incorporates four (4) basic distribution
channels:

1)   Direct  Sales that targets vertical market networks for example; healthcare
     providers, Government Agencies, Defense Contractors, Military, Non-Profits,
     etc.  The  direct  sales  staff  will  focus  on  the  domestic  market.

2)   OEM  Distribution  sales  private  networks  as  well  as  general  users.
     Furthermore,  they  will  be able to bundle the SeamlessP2P client software
     for  handheld  devices,  PDA's,  desktop  computers  and  laptops.

3)   Affiliates,  Resellers  and Partners sales by offering the Seamless product
     through  Internet Service Providers (e.g. Cable, DSL, etc.), Networking and
     IT  solution  providers,  Internet  Business  Portals and Wireless Internet
     Service  Providers.

4)   Internet/Online  users  are  able  to download the program from the for
     their  daily  Internet  usage, our user base will grow by word of mouth and
     recommendation  and  advertising.  Seamless  downloadable from the CNET and
     Seamless  websites.  Over  half  of  all  downloads from the CNET sites are
     originating  from  outside  of  the  Continental  United  States  (CONUS).

Proprietary  Software

Seamless Peer 2 Peer is the developer of the proprietary (patent pending) Phenom
Encryption  Software.  Phenom  Software allows secure communications over Wi-Fi,
Local Area Network (LAN), and Wide Area Networks (WAN) with its Virtual Internet
Extranet  Network  technology. Phenom  Software provides secure Peer Mail, Chat,
File  Transfer,  and  remote  PC  access  in  a  two-megabyte  download.  Phenom
Software's  Application  Protocol  Interface  (API)  also  supports  Voice  over
Internet  Protocol  (VoIP),  Video  Voice  conferencing,  and  White  Boarding.

Seamless  Peer  2  Peer  Plan  for  Revenue  from  Operations;

Fees  are  paid  to  Seamless  from  the subscriber and/or the network operator:

1.  Subscribers  will  either  pay  a  monthly fee if they are a Seamless member
and/or  a  per  use  fee  if  they  are  occasional  users.

2.  Operators of a Wide Area Network (WAN) and/or a Local Area Network (LAN) who
want  Seamless  service  then pay per month or per year based upon the number of
users  that  are  part  of  the  network.

SLWF  plan  is  for  the subsidiaries to grow in their respective areas and then
cross  market  the Companies services and products to their respective clients.

Employees

The  Company  has 10 independent contractor employees not including Officers and
Directors.

The  Company  will use as required, independent contractors for sales personnel,
technical  support  and  installations

Risk  Factors

An  investment  in  our  common stock involves a high degree of risk. You should
carefully consider the risks described below, the other information in this Form
10-KSB  Annual  Report  and  other information contained in our filings with the
United  States Securities and Exchange Commission before investing in our shares
of  common  stock.  If any of the following risks occur, our business, operating
results  and financial condition could be seriously harmed. The trading price of
our  common  stock could decline due to any of these risks, and you may lose all
or  part  of  your  investment.

1.  Regulation  of  the  Company's  Industry:

Regulation  of  the  following  areas  could  impact  the  Company's operations;

     (a)  Regulation  of  the  Internet

To  date there has been some regulation of content providers on the Internet and
this  regulation  may  increase  due to the increasing popularity and use of the
Internet  by  broad segments of the population. It is possible that new laws and
regulations may be passed and/or adopted with respect to the Internet pertaining
to  access,  content  of  Web  sites,  privacy,  pricing,  encryption standards,
consumer  protection,  electronic commerce, taxation, and copyright infringement
and other intellectual property issues. No one is able to predict the effect, if
any,  what  future  regulatory  changes  or


                                        8
<PAGE>
developments  may  have on the demand for Internet services, access and/or other
Internet-related  activities.  Changes in the regulatory environment relating to
the  Internet  access  industry  may  include  the  enactment  of  laws  and/or
regulations  that  directly or indirectly affect the costs of telecommunications
and  Internet  access.  These  changes  could increase competition from national
and/or  regional  telephone companies and other Internet access providers. These
changes  could  adversely  affect  the Company's business, operating results and
financial  condition.

     (b)  Regulation  of  Internet  Access

The  Company  provides  Internet  service,  by using Internet access provided by
telecommunications carriers. Terms, conditions and prices for telecommunications
services  are  subject  to  economic  regulation  by state and federal agencies.
Internet  access  providers  are  not  currently  subject  to  direct  economic
regulation  by  the  FCC  or  any state regulatory body, other than the type and
scope  of  regulation that is applicable to businesses generally. In April 1998,
the  FCC  reaffirmed  that  Internet  access  providers  should be classified as
unregulated  "information  service  providers"  rather  than  regulated
"telecommunications providers" under the terms of the Federal Telecommunications
Act  of  1996.  Currently  the  Company  is  not  subject to federal regulations
applicable  to  telephone  companies  and  similar carriers because the Internet
access  services  offered  are  provided  by  third-party  telecommunications
providers.  To date, no state has attempted to exercise economic regulation over
Internet  service  providers.

     (c)  Regulation  of  Wireless  Access

Wi-Fi Internet access products operate in unregulated frequencies that broadcast
between  900  MHz  and  2400  MHz.  Due to growth of Wi-Fi and the corresponding
increased  use within this bandwidth, there maybe regulation in the near future.
The  regulation  could  impact  broadcast  range and use within given locations;
however,  at  present  the  broadcast  frequency  remains  unregulated.

     (d)  Regulation  of  Peer  2  Peer  communication;

     The  courts  and  the legislature have recently become active in the peer 2
peer  communications,  which  can  negatively  impact  the  company  due  to its
acquisition  of  peer  2 peer software technology. If the legislatures and court
determine  that  this  type  of communications violates existing laws and/or new
laws may be proposed that could limit and/or prohibit this type of communication
then  this  could have a negative impact on the company to generate revenue from
this  type  of  communications.

2.  Company's  Results  of  Operation:

In addition to the other information in this section, the following risk factors
may  impact  the operation of the Company under its current business plan, which
are:

      (a)     Limited  Operating  History:

The  Company began operations as a Wireless Internet Service Provider in June of
2004. The Company; therefore, has a limited operating history, and its prospects
are  subject  to the risks, expenses and uncertainties frequently encountered by
start-up  companies  that  operate  exclusively  in the new and rapidly evolving
markets  for  Internet  services  and  products.

      (b)     Revenue  Results  Fluctuate

The  Company expects to derive the majority of its revenue by providing Wireless
Internet  Access  at  a variety of Wi-Fi locations within the United States. The
cost  of  providing  Wi-Fi  service to a location is fixed; however, the revenue
from actual usage by the consumer is difficult to forecast accurately due to the
limited  operating  history  of  this  type  of  service.

     (c)  Because  our  stock  is  penny  stock, shareholders will be limited in
          their  ability  to  sell  the  stock.

Our  shares  qualify  as  penny  stocks  and are covered by Section 15(g) of the
Securities  Exchange  Act  of  1934  which  imposes  additional  sales  practice
requirements  on  broker/dealers who sell our securities in the aftermarket. For
sales  of  our  securities,  the  broker/dealer  must make a special suitability
determination and receive from you a written agreement prior to making a sale to
you.  Because  of the imposition of the foregoing additional sales practices, it
is  possible  that  brokers  will  not want to make a market in our shares. This
could  prevent  you  from  reselling  your shares and may cause the price of the
shares  to  decline.

Due  to  these  factors  and  the  current trading price of the Company's stock,
future  success  is  dependent  on  the  Companies  ability to attain additional
financing  in  order  to  implement  its proposed Wi-Fi service. The Company did
obtain  financing  for  the installation of its Wi-Fi locations; this ability to


                                        9
<PAGE>
obtain  additional financing does not guarantee that the Company will ultimately
have  the  ability  to  attain  a  profit  from  its  operations.

     It  should  also  be  noted  that the Company's prior business which ceased
operations during fiscal year ended June 30, 2003 resulted in significant losses
for  the  Company.


ITEM  2.  DESCRIPTION  PROPERTIES

The  following  locations  are  the principal places of business of the Company:

<TABLE>
<CAPTION>
<S>                                <C>                              <C>
4255 E. Charleston Blvd, Suite D,  2250 E. Tropicana Ave. Suite 19  2050  Russett  Way,  Suite  338,
Las  Vegas,  Nevada  89104         Las Vegas, Nevada 89119          Carson City,  Nevada  89703
</TABLE>

The  Company  leases  each  location on a month-to-month basis for approximately
$100  per  month.

The  Company,  through  its Alpha Tooling Inc. subsidiary has entered into lease
agreements  for  additional  office space that expires in June 2007. The Company
rents  additional  office  space,  on a month to month basis. Rent expense under
these  leases  for  the  fiscal  year ended June 30, 2005 was $42,998. Remaining
commitments  under  the  operating  leases  are  as  follows:

     Fiscal  Year  Ending  June  30          Amount
     ------------------------------          ------
                 2006                        34,734
                 2007                        28,520
                 2008                         1,355
                                             ------
                                            $64,609

ITEM  3.  LEGAL  PROCEEDINGS

The  Company  is  a  party  to  the  following  legal  proceedings:

Globalist  v.  Internet  Business's  International,  Inc.  et  al
-----------------------------------------------------------------

In July 2003 Globalist sued the Company and was awarded a judgment plus interest
in  the  amount  of  approximately  $301,000.  The  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.

Louis  Cherry  v.  Internet  Business's  International,  Inc.
-------------------------------------------------------------

As  filed  in  an 8K dated April 6, 2005: On June 4, 2004 an action was filed in
----------------------------------------
Superior Court of California, Orange County, Central Justice Center Branch; Case
Number  04CC03487,  entitled  Louis Cherry v. Internet Business's International,
Inc.  (the  "Complaint").  In  the  Complaint,  Louis  Cherry  alleged Breach of
Employment  Contract  and  sought  an  unspecified amount of money damages.  The
Complaint  was  settled  by  and  between  Louis Cherry and the Company, and Mr.
Cherry  was  not awarded any monetary sums.  Additionally, Mr. Cherry waived any
claims  of  seeking indemnification by the Company due to actions of Mr. Cherry,
and  waived  certain claims against certain assets of the Company.  On March 29,
2005,  a  Dismissal  with  Prejudice  was  entered  with  the  Superior Court of
California,  Orange  County;  each  Party  bore  their own legal fees and costs.


                                       10
<PAGE>
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.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
There  were  no  matters  submitted  to  our  security  holders,  through  the
solicitation  of  proxies  or  otherwise,  during the fiscal year ended June 30,
2005.


PART  II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

(a)  Market  Information

The common stock of the Company is traded on the Over the Counter Bulletin Board
under  the  symbol  "SLWF"  (formerly  AWBI) and the range of closing bid prices
shown  below  is  as  reported  by  the this market place.  The quotations shown
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may  not  necessarily  represent  actual  transactions.

<TABLE>
<CAPTION>
For  the Fiscal Year Ended June 30, Per Share Common Stock Bid Prices by Quarter

                           2005            2004
                       High    Low     High    Low
<S>                   <C>     <C>     <C>     <C>
1st Quarter  09-30    0.0006  0.0003  0.0027   0.001
2nd Quarter 12-31     0.0006  0.0001  0.0014   0.001
3rd Quarter  03-31    0.0003  0.0001  0.0009   0.001
4th Quarter  06-30 *   0.155  0.0001  0.0008   0.001
</TABLE>

*  As  Post  reverse  of  one  for  one  thousand  stock  reverse.

(b)  Holders  of  Common  Equity

As  of  June  30,  2005  there  were 153 shareholders of record of the Company's
Common  Stock.

(c)  Dividends

The  Company  declared  the following dividend during the fiscal year ended June
30,  2003:

On June 17, 2002, the Company announced the sale of Aces Optics to CRT Corp. for
2,000,000  shares  of  CRT  restricted  stock  valued  at $1.00 a share, and the
dividend  was  based  on  one  share of CRT Corp. per 100 shares of post reverse
split  shares  of  the Company.  Shareholders of the Company were to receive one
share of CRT Corp. for every 100 shares of IBII shares held by each shareholder.
The record date was July 17, 2002 and the distribution date was August 30, 2002.

(d)  Securities  authorized  for  issuance  under  equity  compensation  plans.

<TABLE>
<CAPTION>
                                                                                   Number of securities remaining
                            Number of securities to be                              available for future issuance
                             issued upon exercise of    Weighted-average price of     under equity compensation
                               outstanding options,       outstanding options,       plans (excluding securities
Plan category                  warrants and rights         warrants and rights        reflected in column (a))
--------------------------  --------------------------  -------------------------  -------------------------------
<S>                         <C>                         <C>                        <C>

Equity compensation plans
 approved by security
 holders                    None                        None                       None
--------------------------  --------------------------  -------------------------  -------------------------------
2003 Stock Compensation
 Plan III(1)                                30,000,000                      .20                                  0
--------------------------  --------------------------  -------------------------  -------------------------------
2003 Employee and
 Consultant Plan (2)                        50,000,000                      .10                                  0
--------------------------  --------------------------  -------------------------  -------------------------------
2003 Employee and
 Consultant Plan(3)                         40,000,000                      .20                                  0
--------------------------  --------------------------  -------------------------  -------------------------------
2003 Employee and
 Consultant Plan(4)                         80,000,000                      .15                                  0
--------------------------  --------------------------  -------------------------  -------------------------------
2004 Stock Plan(5)                          80,000,000                      .16                                  0
--------------------------  --------------------------  -------------------------  -------------------------------
2004 Employee and
 Consultant Plan(6)                         80,000,000                      .11                                  0
--------------------------  --------------------------  -------------------------  -------------------------------
2005 Stock Plan(5)
 Consultant Plan                         1,000,000,000                      .02                                  0
--------------------------  --------------------------  -------------------------  -------------------------------
2005Employee and
 Consultant Plan(6)                      1,500,000,000                      .01                                  0
--------------------------  --------------------------  -------------------------  -------------------------------
</TABLE>


                                       11
<PAGE>
(1-6)  The  Plans  provide  to  directors  and  key  employees  selected  for
participation  in  the  Plan with added incentives to continue in the service of
SLWF;  to  create  in such directors and employees a more direct interest in the
success  of  the  operations  of  SLWF  by  relating  compensation  to  the
achievement  of  long-term  corporate  economic  objectives;  to  attract  and
retain directors and key employees by providing an opportunity for investment in
SLWF;  to  obtain  services  for  SLWF  from  independent  contractors,  for
services,  at  reduced  compensation  or  at  rates  and/or  on  terms which are
otherwise  negotiated favorably to SLWF, by paying their retainer or fees in the
form  of  shares  of  the  Company's  common  stock,  $0.001  par  value  per
share.  The  Board  of  Directors  of  the  Company  administers  the  plans.

(e)  Equity  Securities  Issued  Without  Registration

e)  Equity  Securities  Issued  Without  Registration

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

The  Board  of  Directors  on  March  8, 2005 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.

During  the  third quarter of fiscal year ended June 30, 2005 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.

During  the  first  quarter  of  fiscal  year  ended  June  30, 2005 the Company
cancelled  35,186  shares  held  by  Windsor  in order to reduce preferred stock
outstanding because once converted, they would have amounted to common shares in
excess  of  those  authorized.  Windsor Professional converted 117,453 shares of
preferred  stock.

In  May  2004  Mercatus,  with  the  consent  of the Company, assigned 1,029,231
preferred  shares  to  Windsor  Professional  Plaza,  LLC  as collateral for the
Company's  funding  line  of  credit.

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 were issued for services when 1,460 shares of preferred stock
were  converted  to  common  for  the  principal and interest due on the Windsor
payable.

300,000  shares, valued at $.001 each, 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")

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

205,210  Class  A  preferred  shares  were  issued  for  officers  services.

79,519  Class  A  preferred  shares  were  issued  for  officer's  salary

3,558,642  common  shares  were  issued  for  services.

1,109,435  common  shares  were  issued  for  officer's  salary.

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

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

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

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


                                       12
<PAGE>
546,260 shares of common stock were issued per the conversion of preferred 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

156,390  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
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.

Stock  Issuance  for  Acquisitions

During  the  third quarter of fiscal year ended June 30, 2005 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.

ITEM  6.  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 the our expectations with regard thereto or any change in
events,  conditions  or  circumstances  on  which  any  such statement is based.

Overview

During  the  current  fiscal  year of June 2005, the Company, through its wholly
owned  subsidiary  Skyy-Fi,  Inc.,  began  the installation of wireless Internet
access  equipment  at  businesses allowing their patron's access to the Internet
for  a  fee.  At  the  time  of  this report Skyy-Fi, Inc had 30 Wi-Fi locations
installed.  Then  in  January 2005 during the third quarter of this fiscal year,
the  Company  acquired  the  assets  of  Seamless  P2P,  LLC  for  the Companies
subsidiary  Seamless Peer 2 Peer, Inc. Seamless 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.

                                       13
<PAGE>
Analysis  of  Selected  Financial  Data

With  the  Company  starting  up  a  business  it  is important to note that the
following  discussion  and  analysis  of  the Companies  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 years ended June 30, 2005, 2004, are derived
from  the  audited  financial  statements  of  the Company and should be read in
conjunction  with  the  audited financial statements included herein.  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".

<TABLE>
<CAPTION>
Year End                                                  June 30,         June 30,
Statement of Operations Data                                2005             2004
<S>                                                    <C>              <C>
Revenues                                               $        2,113   $            -
   Cost of revenues                                            35,346                -
                                                       ---------------  ---------------
    Gross profit (loss)                                       (33,233)               -
Cost and expenses:
   Selling, general and administration                        694,607        1,199,196
   Judgments                                                  555,596          435,012
   Stock paid for compensation                                375,957          316,577
   Stock paid for services                                  1,766,021          455,058
   Write down of intangible assets                            450,625                -
   Write down of investments                                        -        1,043,552
   Depreciation and amortization                               77,088        1,745,090
                                                       ---------------  ---------------
     Total costs and expenses                               3,919,894        5,194,485
                                                       ---------------  ---------------
Net income (loss) from operations                          (3,953,127)      (5,194,485)
Other income                                                   38,928           19,005
Other (expense)                                                     -                -
                                                       ---------------  ---------------
Income (loss) before income taxes                          (3,914,199)      (5,175,480)
                                                       ---------------  ---------------
Income taxes (benefit) (note 9)                                     -                -
Net income (loss)                                      $   (3,914,199)  $   (5,175,480)
                                                       ---------------  ---------------
Net income (loss) per common shares                    $         (.23)  $        (3.61)
                                                       ---------------  ---------------
Weighted average number of common shares outstanding       17,373,504        1,433,198

Year End                                               June 30, 2005    June 30, 2004
Balance Sheet Data
Current assets                                         $          270   $        5,469
Other assets                                           $    1,681,755   $      641,012
                                                       ---------------  ---------------
         Total assets                                  $    1,682,025   $      646,481
                                                       ---------------  ---------------

Current liabilities                                    $    4,814,790   $    3,915,125
Long-term debt                                         $            0   $            0
Minority Interest                                      $      250,000
Shareholders equity (deficiency)                       $   (3,382,765)  $   (3,268,644)
                                                       ---------------  ---------------
         Total liabilities and equity                  $    1,682,025   $      646,481
                                                       ---------------  ---------------
</TABLE>

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

Results  of  Operations

(a)  Comparison  of  Year  to  Year

(1)  Fiscal  2005  Compared  To  Fiscal  2004

The Company's revenues for the twelve-month period ended June 30, 2005 of $2,113
is an increase in revenue when compared  with zero revenues for the fiscal year
ended June 30, 2004.  The increase in revenue is from the deployed Wi-Fi system,
the  other  revenue  is  from  the  sale  of  unused  equipment  which was fully
depreciated  and  due  to the fact that the debt to the Internal Revenue service
was  revised  due  to  the  refilled  statements  for  payroll.

The  resulting  loss  for  the  twelve-month  period  ended  June  30,  2005  of
($3,914,199)  was  a  significant  decrease  when  compared  to  the  losses  of
($5,175,480) reported for the year ended June 30, 2004. One major contributor to

                                       14
<PAGE>
the reduction in the losses that have occurred was due to writing down of assets
that  occurred  during  fiscal  year  ended  June  30,  2004.

(b)     Comparison  by  Segment

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), mortgage banking business (which ceased
operation  during  the  fiscal  year  ended June 2002), and business-to-consumer
("B2C")  provider primarily consisted 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).

Information  on  reportable  segments  is  as  follows:

<TABLE>
<CAPTION>
                             FISCAL YEAR  ENDED
                        June 30, 2005    June 30, 2004
<S>                    <C>              <C>
Wi-Fi ISP  NET SALES   $        2,113   $            0
COST OF WI-FI SALES    $       35,346   $            0
SOFTWARE NET SALES     $            0   $            0
COST OF SOFTWARE SALES $            0   $            0
COST AND EXPENSES      $    3,955,240   $    5,194,485
OTHER NET INCOME       $       38,928   $       19,005
NET LOSS               $   (3,914,199)  $   (5,175,480)
TOTAL
--------------------
NET INCOME             $            0   $            0
NET LOSS               $   (3,914,199)  $   (5,175,480)
</TABLE>

(1)     Wi-Fi ISP  The resultant loss for this segment for the fiscal year ended
June  2005  was  ($33,233)  this  was  due  to operational cost of this start-up
operation.  There  is  no  comparison  available because this segment was not in
operation  during  the  prior  fiscal  year.

(2)     Software  Net  Sales: This segment was just acquired in January 2005 and
is  a  start-up  operation.

(3)     Other:  For the fiscal year ended June 2005 this segment received income
of  $38,928  due  to  sale  of  fully depreciated equipment and the refilling of
payroll  tax  reports  for  the  prior  operation  which  reduced  the company's
liabilities  and  is incorporated in the dollar amount. The income for June 2004
of  $19,005  is  due  to a returned deposit that was written off for fiscal year
ended  June 30, 2002. The losses of ($3,914,199) for fiscal year of June 2005 is
less  the  ($5,175,480)  for  the  fiscal  year  ended June 2004 were due to the
closing  of  operations  and relocation of offices and equipment. The losses for
the  prior  fiscal  year  ended  June  2003 were also due to the closing down of
operations  combined  with  operational  losses.

Liquidity  and  Capital  Resources

Net cash provided by operations of ($700,339) twelve-month period ended June 30,
2005  was  an  increase  in  the  negative  net cash amount when compared to the
negative  net  cash balance of ($430,113) for the twelve-month period ended June
30,  2004.  The Company increase in negative cash was primarily from increase in
stock  issued for services. The Company had an alternative source for capital so
the  Company  could  expand  its  Internet  operations  of establishing wireless
Internet  locations  commonly  referred  to  as  Wi-Fi  hotspots. This was being
provide  by  two  sources;  Windsor  Professional  Plaza LLC which was providing
capital  to  resolve  previous  Company debts, and through Blue Bear Funding LLC
which  provided capital to expand the Companies operations. Windsor Professional
Plaza  LLC  has arranged for an alternative funding source for the Company since
both  Windsor  and  Blue  Bear  Funding  LLC have ceased funding due to internal
problems.


                                       15
<PAGE>
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.

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 our financial
condition,  changes  in  financial  condition,  revenues  or expenses, result of
operations,  liquidity, capital expenditure, or capital resources which would be
considered  material  to  investors.

Use  of  Estimates

The  preparation  of  the  consolidated  financial  statements are in conformity
with  United  States generally accepted accounting principles 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.

Recently  Issued  Accounting  Pronouncements

In  December  2004,  the Financial Accounting Standards Board (FASB) issued SFAS
NO.  123 (R), "Share-Based Payment," which revises SFAS No. 123 SFAS No. 123 (R)
requires  all  share-based  payments  to employees, including grants of employee
stock  options,  to be recognized as compensation expenses based upon their fair
value. Effective January 1, 2003, the Company adopted the fair value recognition
provision  of  SFAS No. 123. We plan to adopt SFAS No. 123 (R) effective July 1,
2005,  using the modified prospective method and do not expect any impact on our
results  of  operations  or  financial  position

In  December,  the  FASB  issued SFAS No 153, Exchange of Nonmonetary Assets, an
amendment  of  APB  No. 29, Accounting for Nonmonetary Transactions exchanges of
similar  productive  assets  and  replaces  it  withy  a  general  exception for
exchanges  of  nonmonetary  assets  that  do  not  have  commercial substance. A
nonmonetary  exchange  has  commercial substance if the future cash flows of the
entity  are  expected  to  change significantly as a result of the exchange. The
Company  is  required  to adopt FAS 153, on a prospective basis, for nonmonetary
exchanges  beginning  June  15,  2005  the  adoption of FAS 153 did not have any
impact  on  the  Company's  financial  condition, results of operations and cash
flows.

In  December  2003,  the  Securities  and  Exchange  Commission  released Staff
Accounting  Bulletin  No.  104,  "Revenue  Recognition"  ("SAB  104").  SAB  104
clarifies  existing  guidance  regarding  revenue  recognition.  The  Company's
adoption  of  SAB  104  did  not  have  an impact on its consolidated results of
operations,  financial  position  or  cash  flows.

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.

Capital  Expenditures

There  were  no  capital  expenditures  during  the  2005  fiscal  year.


                                       16
<PAGE>
Net  Operating  Loss  Carry  forwards

No  provision  for income taxes have been recorded in the accompanying financial
statements  as  a  result of the Company's net operating losses. The Company has
unused  tax  loss  carry  forwards of approximately $15,000,000 to offset future
taxable  income.  Such  carryforwards  expire  in  the years beginning 2021. The
deferred  tax  asset  recorded  by  the  Company  as  a result of these tax loss
carryforwards  is  approximately  $5,000,000 and $3,000,000 at June 30, 2005 and
2004 respectively. The Company has reduced the deferred tax asset resulting from
its  tax  loss  carryforwards by a valuation allowance of an equal amount as the
realization  of  the  deferred  tax  asset  is  uncertain. The net change in the
deferred  tax  asset  and valuation allowance from July 1, 2004 to June 30, 2005
was  an  increase  of  approximately  $2,000,000.

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  7.  FINANCIAL  STATEMENTS

Financial  statements  as  of  and  for  the fiscal year ended June 30, 2005 and
certain information regarding fiscal year ended June 30  2004,  are presented in
a  separate  section  of  this  report  following  Signatures.

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

During  the  Registrant's  prior  fiscal years of June 30, 2003 and 2002 and the
first  two  quarters of the fiscal year ended June 30, 2004, Henry Schiffer CPA,
who  was  engaged  to  audit  and  or  review  these  financial  statements, was
dismissed.  There were no disagreements with the former accountant on any matter
of  accounting  principles  or  practices,  financial  statement  disclosure, or
auditing  scope  or procedure. In addition, there were no "reportable events" as
described  in  Item  304(a)(1)(iv)(B)1 through 3 of Regulation S-B that occurred
within  the  Registrant's  most  recent  fiscal year and the subsequent  interim
period  preceding  the  former  accountant's  dismissal.


                                       17
<PAGE>
ITEM  8A.  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
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 Annual 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 Annual 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.

ITEM  8B.  OTHER  INFORMATION

None


PART  III

ITEM  9.  DIRECTORS  AND  EXECUTIVE  OFFICERS;  PROMOTORS  AND  CONTROL PERSONS;
COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT

Directors  and  Executive  Officers

The  names,  ages,  and  respective  positions  of  the  directors and executive
officers  of  the  Company  are set forth below.  The Directors named below will
serve until the next annual meeting of the Company's stockholders or until their
successors  are  duly  elected  and have qualified.  Directors are elected for a
one-year  term  at  the  annual stockholders' meeting.  Officers will hold their
positions  at  the  will  of  the  board  of  directors,  absent  any employment
agreement,  of  which  none  currently exist or are contemplated.   There are no
arrangements,  agreements  or understandings between non-management shareholders
and  management  under  which  non-management  shareholders  may  directly  or
indirectly  participate in or influence the management of the Company's affairs.
There  are  no  legal  proceedings  involving  the officers and directors of the
Company.

 (a)  Albert  R.  Reda,  Chief  Executive  Officer/Director.

Mr.  Reda,  age 59, was appointed a Director and Chief Executive Officer, of the
Company  in  November  1998.  From  1996  to  1998,  he  was  employed  with CRT
Corporation  as  Vice President in charge of production for manufacturing frozen
food  products.  For  the  period of 1994 to 1995, Mr. Reda was self-employed in
the  financial  lending  area,  buying and selling loans between individuals and
institutions.  Mr.  Reda received his Bachelor of Science Degree from California
State  University,  Long  Beach,  with  a  major  in  engineering.

Mr. Reda is also Treasurer and a director of DCM Enterprises, Inc. and Secretary
and  Director  of  Global  Debit  Cash  Card,  Inc.


                                       18
<PAGE>
(b)  Mildred  Carroll,  Secretary.

Ms.  Carroll,  age 62 is Secretary to the Company and has worked for the Company
and  one  or  more  of its subsidiaries since April 1999. Prior to that time Ms.
Carroll  was  self  employed.

(c)  Bo  Linton,  President  Seamless  Skyy-Fi,  Director  Seamless  Wi-Fi.
Mr.  Linton,  age 35, was appointed Director of the Company and President of the
Seamless  Skyy-Fi  subsidiary  in  March  2005. From 2001- 2003 Bo served as the
Chairman  of  the Board for Berserker Entertainment, Inc. During this period Mr.
Linton  also contributed to this venture as a  writer/director/producer and lead
actor.  In  1998,  Mr.  Linton  founded  International  Capital  Group, Inc. and
created  a  highly  successful  mergers  and acquisitions firm that he ran until
2001.

Mr.  Linton  received  his  Bachelor  of  General  Studies from Louisiana State
University  in  the  spring  of  1994.  Some  of  his studies included; Finance,
Computer  Science,  Computer  Programming,  Real  Estate,  and  Business  Law.

(d)  Stanley  Davis,  Member,  Board  of  Directors

Mr. Davis, age 55, has been employed in the airline industry since 1972Employed
by  US  Airways  since 1980, he has held Manager and Director level positions in
the areas of Computer Systems, Finance, Technical Records, Maintenance Planning,
Quality Assurance, Technical Publications and Aircraft Maintenance Programs, and
Industrial  Engineering,.  Mr.  Davis  also headed up the US Airways Maintenance
and  Engineering  system  into SoX (Sarbanes-Oxley) compliance.   As Director of
Budgets,  he  administered  a  combined  capital and expense budget of $1.1B per
year.  Mr.  Davis  has  designed  and  implemented  two  Maintenance  Repair
Organization  software  systems.  He  also developed an award winning Electronic
Publications  System  which  is  recognized as the airline industry leader.  The
application  was  awarded in 2002  by AIIM (Association of Information and Image
Management)  as  the  best  new publishing application world-wide (regardless of
industry),  and  was  also  awarded Computer World Magazine's recognition as the
best  enterprise  publishing  system  later  that  same  year.  He has also been
responsible for the integration of Maintenance Division Computer Systems through
two separate airline mergers.  Currently Mr. Davis is the Manager-Maintenance IT
for  US  Airways,  where  his  responsibilities  include software, hardware, and
communication  operation and development for the Maintenance Division worldwide.
Prior  to  US Airways, Mr. Davis was employed at Continental Airlines in various
capacities  in  the  Maintenance  Division.

Mr.  Davis  received  his  Master's  of  Business  Administration  degree  from
California  Lutheran University, Thousand Oaks, CA, and received his Bachelor of
Science  in  Applied Mathematics (minor in Mechanical Engineering) from Northrop
Institute  of  Technology,  Inglewood,  CA.

Involvement  in  Certain  Legal  Proceedings

To  our  knowledge, during the past five years, no present or former director or
executive  officer  of  our  company:  (1)  filed  a  petition under the federal
bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or
similar  officer  appointed  by  a  court  for the business or present of such a
person,  or  any  partnership in which he was a general partner at or within two
yeas  before the time of such filing, or any corporation or business association
of  which  he  was an executive officer within two years before the time of such
filing; (2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses); (3)
was  the  subject  of  any order, judgment or decree, not subsequently reversed,
suspended  or  vacated,  of  any court of competent jurisdiction, permanently or
temporarily  enjoining  him from or otherwise limiting the following activities:
(i)  acting  as  a  futures  commission  merchant, introducing broker, commodity
trading  advisor,  commodity  pool  operator, floor broker, leverage transaction
merchant,  associated  person  of  any  of  the  foregoing,  or as an investment
advisor,  underwriter,  broker  or  dealer  in  securities,  or as an affiliated
person,  director  of  any  investment company, or engaging in or continuing any
conduct  or practice in connection with such activity; (ii) engaging in any type
of  business  practice;  (iii)  engaging  in any activity in connection with the
purchase  or  sale  of  any  security  or  commodity  or  in connection with any
violation of federal or state securities laws or federal commodity laws; (4) was
the  subject  of  any  order,  judgment  or  decree,  not subsequently reversed,
suspended  or  vacated, of any federal or state authority barring, suspending or
otherwise  limiting  for more than 60 days the right of such person to engage in
any  activity  described above under this Item, or to be associated with persons
engaged in any such activity; (5) was found by a court of competent jurisdiction
in  a civil action or by the Securities and Exchange Commission to have violated
any  federal  or state securities law and the judgment in subsequently reversed,
suspended  or  vacate;  (6)  was found by a court of competent jurisdiction in a
civil action or by the Commodity Futures Trading Commission to have violated any
federal commodities law, and the judgment in such civil action or finding by the
Commodity  Futures  Trading  Commission  has  not  been  subsequently  reversed,
suspended  or  vacated.


                                       19
<PAGE>
Family  Relationships

There  is  no  family  relationship  between  any director, executive officer or
person  nominated  or  chosen by us to become a director or executive officer of
our  company.

Compliance  with  Section  16(a)  of  the  Exchange  Act

 Section  16(a) of the Exchange Act requires the Registrant's directors, certain
officers  and  persons  holding  10% or more of the Registrant's common stock to
file  reports  regarding  their  ownership  and regarding their acquisitions and
dispositions  of  the  Registrant's common stock with the SEC.  Such persons are
required by SEC regulations to furnish the Registrant with copies of all Section
16(a)  forms  they  file.

 Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the  Registrant  under  Rule  16a-3(d) during fiscal 2003 with respect to fiscal
2003, and certain written representations from executive officers and directors,
the Registrant is unaware that any other required reports were not timely filed.

Audit  Committee  and  Charter

We do not have a separately-designated audit committee of the Board or any other
Board-designated committee. Audit committee functions are performed by our board
of  directors.  None of our directors are deemed independent. All directors also
hold  positions  as  our  officers.  Our audit committee is responsible for: (1)
selection  and  oversight  of  our  independent  accountant;  (2)  establishing
procedures  for  the  receipt,  retention  and treatment of complaints regarding
accounting,  internal controls and auditing matters; (3) establishing procedures
for  the  confidential,  anonymous  submission  by  our  employees  of  concerns
regarding  accounting  and auditing matters; (4) engaging outside advisors; and,
(5)  funding for the outside auditory and any outside advisors engagement by the
audit committee. A copy of our audit committee charter is filed as an exhibit to
this  report.

Audit  Committee  Financial  Expert

None  of  our  directors or officers have the qualifications or experience to be
considered  a  financial  expert.  We  believe  the  cost related to retaining a
financial  expert  at  this time is prohibitive, although the Company intends to
conduct a search in the near future to identify an individual qualified to serve
as  audit  committee  financial  expert.

Code  of  Ethics

We  have  adopted  a  corporate code of ethics. We believe our code of ethics is
reasonably  designed to deter wrongdoing and promote honest and ethical conduct;
provide  full,  fair,  accurate,  timely and understandable disclosure in public
reports;  comply  with applicable laws; ensure prompt internal reporting of code
violations;  and  provide  accountability  for  adherence  to  the  code.
Disclosure  Committee  and  Charter

We  have a disclosure committee and disclosure committee charter. Our disclosure
committee  is comprised of all of our officers and directors. The purpose of the
committee  is to provide assistance to the Chief Executive Officer and the Chief
Financial  Officer  in  fulfilling  their  responsibilities  regarding  the
identification and disclosure of material information about us and the accuracy,
completeness  and  timeliness  of  our  financial  reports.

ITEM  10.  EXECUTIVE  COMPENSATION

Summary  Compensation  Table

<TABLE>
<CAPTION>
                                 Annual compensation                    Long-term compensation
                            -----------------------------  ------------------------------------------------
                                                                    Awards            Payouts
                                                           -------------------------  -------
                                                           Restricted    Securities
                                             Other annual     Stock      Underlying    LTIP      All other
Name and            Fiscal   Salary   Bonus  compensation   award(s)    options/SARs  Payouts  Compensation
principal position   Year     ($)      ($)       ($)           ($)           (#)        ($)        ($)
------------------  ------  --------  -----  ------------  -----------  ------------  -------  ------------
<S>                 <C>     <C>       <C>    <C>           <C>          <C>           <C>      <C>
Albert Reda, Chief   2005   $240,000      0       0              0            0          0          0
 Executive           2004   $240,000      0       0              0            0          0          0
 Officer/Secretary   2003   $180,000      0       0              0            0          0          0
(1)
</TABLE>
(1)    During  fiscal  June  2004 A new note was executed for the wages of
fiscal  years of June 2004. The note including the end of September 2003 was for


                                       20
<PAGE>
$315,000.  Before  the  end  of  June 2004 Mr. Reda received shares for the note
canceled  and  the  monies  owed  was  credited  to  Paid  in  Capital.

Other  Compensation

There  are  no  annuity,  pension or retirement benefits to be paid to officers,
directors,  or  employees  of  the  Company in the event of retirement at normal
retirement  date, as there is no existing plan provided for or contributed to by
the  Company.

No  remuneration  is  to  be  paid  in  the future directly or indirectly by the
Company to any officer or director since no existing plan that provides for such
payment,  including  a  stock  option  plan.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS

The following table sets forth information regarding the beneficial ownership of
shares of the Company's common stock as of June 30, 2005  24,468,944 shares were
issued  and  outstanding,  of  which  1,4,12,000  are  restricted  by  (i)  all
stockholders known to the Company to be beneficial owners of more than 5% of the
outstanding  Common  Stock;  (ii)  each  director;  and  (iii) all directors and
executive  officers  of the Company individually and as a group (each person has
sole  voting  power  and sole dispositive power as to all of the shares shown as
beneficially  owned  by  them):

<TABLE>
<CAPTION>

Title of Class          Name and Address of             Amount of
                          Beneficial Owner         Beneficial Ownership  Percent of Class
-----------------  ------------------------------  --------------------  ----------------
<S>                <C>                             <C>                   <C>
                   Mildred Carroll (1)
Common Stock       P.O. Box 6957                                520,000              2.12
Preferred Stock A  Stateline, NV 89449                              -0-
-----------------  ------------------------------  --------------------  ----------------
                   Albert R. Reda, (3)
Common Stock       2250 East Tropicana Ave  #631                    -0-
Preferred Stock A  Las Vegas, Nevada  89119                         -0-
-----------------  ------------------------------  --------------------  ----------------
                   Reda Family Trust  (3)
Common Stock       2250 East Tropicana Ave  #631                    -0-
Preferred Stock A  Las Vegas, Nevada  89119                      56,250              5.82
-----------------  ------------------------------  --------------------  ----------------
                   Omega Limited (4)
Common Stock       1136 E. Stuart Suite 4207                    125,000               .51
Preferred Stock A  Fort Collins, Co. 85025                       10,000              1.03
-----------------  ------------------------------  --------------------  ----------------
                   Antigua LLC (4)
Common Stock       1136 E. Stuart Suite 4207                    110,000               .45
Preferred Stock A  Fort Collins, Co. 80525                          -0-
-----------------  ------------------------------  --------------------  ----------------
                   Alpha Blue Inc (4)
Common Stock       1630 Welton St. #300                             -0-
Preferred Stock A  Denver, Co. 80202                            149,286             15.47
-----------------  ------------------------------  --------------------  ----------------
                   ARR LLC (2)
Common Stock       2250 East Tropicana Ave #631                 265,000              1.09
Preferred Stock A  Las Vegas, Nevada  89119                      45,924              4.75
-----------------  ------------------------------  --------------------  ----------------
                   Windsor Professional Plaza
Common Stock                         501 Main St.               149,950               .61
Preferred Stock A  Windsor, Co. 80550                           644,625             66.74
-----------------  ------------------------------  --------------------  ----------------
                   Bo Linton (1)
Common Stock       2250 East Tropicana Ave  #631                332,000              1.36
Preferred Stock A  Las Vegas, Nevada  89119                         -0-
-----------------  ------------------------------  --------------------  ----------------
                   Stan Davis (1)
Common Stock       2250 East Tropicana Ave  #631                 60,000               .24
Preferred Stock A  Las Vegas, Nevada  89119                         -0-
-----------------  ------------------------------  --------------------  ----------------
                   Seamless P2P LLC
Common Stock       2250 East Tropicana Ave  #631                330,000              1.34
Preferred Stock C  Las Vegas, Nevada  89119                     700,000            100.00
-----------------  ------------------------------  --------------------  ----------------
                   Shares of all directors and
Common Stock       executive officers as a group              1,412,000              5.77
Preferred Stock A                     (4 persons)               261,460             27.07
-----------------  ------------------------------  --------------------  ----------------
</TABLE>


                                       21
<PAGE>
(1)  This  person  is  an  officer  and/or  director and/or both of the Company.
(2)  Albert  Reda  Corp.,  and  ARR  LLC,  hold shares of the Company which were
     issued  as  compensation for services performed by Mr. Reda for the Company
     and  are  controlled  by  Albert  Reda.
(3)  Albert  Reda  is  an  officer  and  director  of  the  Company.
(4)  Albert  Reda  has  an  interest  in  this  entity  but does not control it.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Other  than  as  set forth below, during the past two years, there have not been
any  transactions  that  have  occurred  between  the  Company and its officers,
directors,  and  five  percent  or  greater  shareholders.

(a)  On  January 1, 2000, Mr. Reda entered into an employment agreement with the
Company  for  the  position  of  Chief Executive Officer.  The following are the
material  terms  of  this  agreement:

(1)     A  salary  of  $180,000.00,  payable  in  semi-monthly  installments  in
accordance with the Company's practices, less normal payroll deductions.  On the
anniversary  date  of  each  year  through  the  fourth year, the salary each is
increased  by  $1,000  per  month.

(2)     This agreement was changed to the $180,000 per annum effective July 2002
retroactive  to  January  1, 2002. Based upon a note issued to Mr. Reda to cover
the  amounts  due  per  this employment agreement, the term of the agreement was
also  extended  till  January  2007.

(3)     In  addition  to this compensation, the Company will periodically review
Mr.  Reda's  performance  and  services  rendered  with  a  view  to  paying
discretionary  bonuses based upon above-average or outstanding performance for a
prior period.  Any such bonuses approved by the Company will be paid to Mr. Reda
within 30 days of the grant thereof.  The following performance milestones shall
justify the particular restricted stock bonuses, to be issued by the company, as
set  forth  below:

          (A)     At  $2  million  in  sales,  500,000  shares  of common stock.

          (B)     At  $3  million  in  sales,  800,000  shares  of common stock.

          (C)     At  $5  million  in  sales,  1,000,000 shares of common stock.

          (D)     At  $8  million  in  sales,  2,000,000 shares of common stock.

          (E)     At  $10  million  in  sales, 2,500,000 shares of common stock.

          (F)     At $12 million in sales, 3,000,000 shares of restricted common
                  stock.

(4)     In  addition  to  the  Salary and bonuses stated above, Mr. Reda will be
eligible  to  participate  in  a  health  insurance  plan,  including  dependent
coverage, supplied by the Company. Mr. Reda will also be entitled to participate
in  any  and  all  group  life, workers' compensation, health plan or accidental
insurance  plans  which  are adopted by the Company for the benefit of executive
officers  or  employees.  Mr.  Reda will also be entitled to such sick leave and
paid  holidays  and  to such other perquisites of employment, as customarily are
extended by the Company to executive officers or employees. In addition Mr. Reda
will  also  be  entitled  to  vacation  benefits.

(b)  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:

(1)     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.

(2)     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.

(3)     Additional conversions resulting in the issuance of 1,000,000,000 common
shares  were  done  in  August and September 2004 to pay the Company's operating
expenses.

(4)     During June 2004, the Company cancelled 71,966 shares of preferred stock
because  they  would  have converted into an amount of shares in excess of those
authorized.

(5)     The Company borrowed $333,377 from Windsor Professional Plaza, LLC - See
Note  4.

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

                                       22
<PAGE>
(7)     The  Company  appointed  Financial  Services LLC as the Creditor Trust -
Trust  Protector  -  See  Note  13.

(8)     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.

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

(1)     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.

(2)     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.

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

ITEM  13.  EXHIBITS

Exhibits.

<TABLE>
<CAPTION>
<S>                 <C>

September 9, 2003   Disclosure of agreement to sell 370,000 shares of PMCC pursuant to a Stock Purchase
                    Agreement
------------------  -------------------------------------------------------------------------------------
September 9, 2003   Disclosure of Failure of Ace Optics and subsequent settlement agreement regarding Ace
                    Optics
------------------  -------------------------------------------------------------------------------------
October 10, 2003    Disclosure of Territory Marketing Agreement with Debit Card Marketing, Inc.
------------------  -------------------------------------------------------------------------------------
December 11, 2003   Disclosure of Asset Purchase Agreement entered into between wholly owned subsidiary
                    and Debit Card Marketing, Inc.
------------------  -------------------------------------------------------------------------------------
March 5, 2004       Disclosure of Asset Purchase Agreement entered into between the Company and
                    Debit Card Marketing, Inc.
------------------  -------------------------------------------------------------------------------------
April 27, 2004      Disclosure of Change of Accountants
------------------  -------------------------------------------------------------------------------------
June 30,  2004      Disclosure of Factoring and Security Agreement with First American Factoring
------------------  -------------------------------------------------------------------------------------
July 7, 2004
------------------  -------------------------------------------------------------------------------------
September 21, 2004
------------------  -------------------------------------------------------------------------------------
October 4, 2004     Disclosure of Certificate of Designation for Preferred Stock fro
                    Alpha Wireless Broadband, Inc.
------------------  -------------------------------------------------------------------------------------
October 6, 2004     Disclosure of Letter of Intent dated September 29, 2004 entered into by
                    and between Alpha Wire Broadband, Inc.  and Seamless P2P, LLC.
------------------  -------------------------------------------------------------------------------------
October 7, 2004     Disclosure of  Location  Provider  Agreement
------------------  -------------------------------------------------------------------------------------
October 7, 2004     Disclosure of  Location  Provider  Agreement
------------------  -------------------------------------------------------------------------------------
November 3, 2004    Disclosure of  Creditor Trust
------------------  -------------------------------------------------------------------------------------
December 21, 2004
------------------  -------------------------------------------------------------------------------------
January 19, 2005    Disclosure of Asset Purchase agreement with Seamless P2P,LLC and Seamless
                    Peer 2 Peer, Inc
------------------  -------------------------------------------------------------------------------------
March 17, 2005
------------------  -------------------------------------------------------------------------------------
April 6, 2005
------------------  -------------------------------------------------------------------------------------
June 28, 2005
------------------  -------------------------------------------------------------------------------------
</TABLE>


                                       23
<PAGE>
Reports  on  Form  8-K.

<TABLE>
<CAPTION>
<S>                 <C>
September 9, 2003   Disclosure of agreement to sell 370,000 shares of PMCC pursuant to a
                    Stock Purchase Agreement
------------------  ------------------------------------------------------------------------------------------
September 9, 2003   Disclosure of Failure of Ace Optics and subsequent settlement agreement
                    regarding Ace Optics
------------------  ------------------------------------------------------------------------------------------
October 10, 2003    Disclosure of Territory Marketing Agreement with Debit Card Marketing, Inc.
------------------  ------------------------------------------------------------------------------------------
December 11, 2003   Disclosure of Asset Purchase Agreement entered into between wholly owned
                    subsidiary and Debit Card Marketing, Inc.
------------------  ------------------------------------------------------------------------------------------
March 5, 2004       Disclosure of Asset Purchase Agreement entered into between the Company
                    and Debit Card Marketing, Inc.
------------------  ------------------------------------------------------------------------------------------
April 27, 2004      Disclosure of Change of Accountants
------------------  ------------------------------------------------------------------------------------------
June 30,  2004      Disclosure of Factoring and Security Agreement with First American Factoring
------------------  ------------------------------------------------------------------------------------------
July 7, 2004
------------------  ------------------------------------------------------------------------------------------
September 21, 2004
------------------  ------------------------------------------------------------------------------------------
October 4, 2004     Disclosure of Certificate of Designation for Preferred Stock fro Alpha
                    Wireless Broadband, Inc.
------------------  ------------------------------------------------------------------------------------------
October 6, 2004     Disclosure of Letter of Intent dated September 29, 2004 entered into by
                    and between Alpha Wire Broadband, Inc., and Seamless P2P, LLC.
------------------  ------------------------------------------------------------------------------------------
October 7, 2004     Disclosure of  Location  Provider  Agreement
------------------  ------------------------------------------------------------------------------------------
October 7, 2004     Disclosure of  Location  Provider  Agreement
------------------  ------------------------------------------------------------------------------------------
November 3, 2004    Disclosure of  Creditor Trust
------------------  ------------------------------------------------------------------------------------------
December 21, 2004
------------------  ------------------------------------------------------------------------------------------
January 19, 2005    Disclosure of Asset Purchase agreement with Seamless P2P,LLC and
                    Seamless Peer 2 Peer, Inc
------------------  ------------------------------------------------------------------------------------------
March 17, 2005      Disclosure of appointments to the board of directors
------------------  ------------------------------------------------------------------------------------------
April 6, 2005       Disclosure of stock issuance
------------------  ------------------------------------------------------------------------------------------
June 28, 2005       Disclosure of name change to Seamless Wi-Fi, Inc.
------------------  ------------------------------------------------------------------------------------------
</TABLE>

ITEM  14.  PRINCIAPAL  ACCOUNTANT  FEES  AND  SERVICES

Audit  Fees.

Fees  for  audit  services provided by our principal accountant during the years
ended  June  30,  2005  and June 30, 2004 were $45,000 and $35,000 respectively.
Audit services consisted primarily of the annual audits, review of our financial
statements,  and  services  that  are  normally  provided  by our accountants in
connection with statutory and regulatory filings or engagements for those fiscal
years.

Audit-Related  Fees.

There were no fees billed for services reasonably related to the performances of
the  audit or review of our financial statements outside of those fees disclosed
above  under  the  caption  Audit  Fees  for  fiscal  years  2005  and  2004.


Tax  Fees.

None.

All  Other  Fees.

There were no other fees billed for services.


                                       24
<PAGE>
                                   SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) 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.

Seamless  Wi-Fi,  Inc.

/s/  Albert  R.  Reda
---------------------
Albert  R.  Reda
Chief  Executive  Officer,  Secretary
September  28,  2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed below by the following persons on behalf of the Company and in
the  capacities  and  on  the  date  indicated.

/s/  Albert  R.  Reda
Albert  R.  Reda
Chief  Executive  Officer,  Director
September  28,  2005

/s/  Mildred  Carroll
Mildred  Carroll
Secretary
September  28,  2005


                                       25
<PAGE>
                               SEAMLESS WI-FI, INC
                    (FORMERLY ALPHA WIRELESS BROADBAND, INC)

<TABLE>
<CAPTION>

                  Index to Financial Statements
                                                             Page
                                                            ------
<S>                                                          <C>

Report of Independent Registered Public Accountant. . . . .  F-2

Consolidated Balance Sheet as of
  June 30, 2005 . . . . . . . . . . . . . . . . . . . . . .  F-3

Consolidated Statements of Operations for the years ended
  June 30, 2005 and June 30, 2004 . . . . . . . . . . . . .  F-4

Consolidated Statements of Stockholders' Equity (Deficit)
  for the years ended June 30, 2005 and June 30, 2004 . . .  F-5-6

Consolidated Statements of Cash Flows for the years ended
  June 30, 2005 and June 30, 2004 . . . . . . . . . . . . .  F-7-8

Notes to Consolidated Financial Statements .. . . . . . . .  F-9-21

The accompanying notes are an integral part of these financial statements
</TABLE>


                                      F-1
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




Board  of  Directors
Seamless  Wi-Fi,  Inc
(Formerly  Alpha  Wireless  Broadband,  Inc)

We  have  audited the accompanying consolidated balance sheet of Seamless Wi-Fi,
Inc.  and  Subsidiaries  as  of  June  30,  2005  and  the related statements of
operations,  changes  in  stockholders' (deficit) and cash flows for each of the
years  in  the  two  year  period  ended  June  30,  2005. These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

We  conducted  our audits in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audit  to obtain reasonable assurance about whether the
financial  statements  are  free  of  material misstatement.  The Company is not
required  to  have,  nor  were  we  engaged to perform, an audit of its internal
control  over financial reporting.  Our audit included consideration of internal
control  over financial reporting as a basis for designing audit procedures that
are  appropriate  in the circumstances, but not for the purpose of expressing an
opinion  on  the  effectiveness of the Company's internal control over financial
reporting.  Accordingly,  we  express  no  such opinion.  An audit also includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements,  assessing  the  accounting  principles  used  and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  Seamless Wi-Fi, Inc. and
Subsidiaries  at  June 30, 2005 and the results of its' operations and its' cash
flows  for  each  of  the  years  in  the two year period ended June 30, 2005 in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying financial statements have been prepared assuming that Seamless
Wi-Fi,  Inc.  and  Subsidiaries will continue as a going concern.  As more fully
described  in  Note 5, the Company has incurred operating losses since inception
and  requires additional capital to continue operations.  These conditions raise
substantial  doubt  about  the Company's ability to continue as a going concern.
Management's  plans  regarding  these  matters  are  described  in  Note 5.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.


Kempisty  &  Company
Certified  Public  Accountants  PC
New  York,  New  York
September  23,  2005


                                      F-2
<PAGE>
<TABLE>
<CAPTION>


                      SEAMLESS WI-FI, INC
            (FORMERLY ALPHA WIRELESS BROADBAND, INC)
            CONSOLIDATED BALANCE SHEET JUNE 30, 2005

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

Current Assets:
---------------
Cash                                              $          270
       Total current assets                                  270
                                                  ---------------

Property and equipment, net (note 2)                           -
Proprietary Software (note 2)                          1,380,570
Investments  (note 2)                                    135,280
Other Receivable  (note 3)                                84,305
Restricted Cash (note 13)                                 75,000
Security Deposit                                           6,600

      TOTAL ASSETS                                $    1,682,025
                                                  ---------------

Liabilities and Stockholders' (Deficit)
------------------------------------------------  ---------------
Current Liabilities:
--------------------
Accounts payable                                  $      795,586
Payroll taxes                                            662,270
Judgments payable                                      1,174,388
Other current liabilities (note 6)                     1,393,942
Payable to officer                                        65,268
Note payable related party                               103,282
Note Payable (note 4)                                    620,054
                                                  ---------------
      Total current liabilities                        4,814,790
                                                  ---------------

      TOTAL  LIABILITIES                               4,814,790

Commitment and Contingencies

Minority Interest                                        250,000

Stockholders' (deficit): (note 8 )
----------------------------------
Preferred A  Stock, par value $.001
Authorized 5,000,000  Issued   976,819                       977

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   24,468,944             24,469

Additional Paid in Capital                            11,709,065
Accumulated deficit                                  (15,817,276)
                                                  ---------------
      Total Stockholders' (Deficit)               $   (3,382,765)
                                                  ---------------

      TOTAL  LIABILITIES & STOCKHOLDERS DEFICIT   $    1,682,025
                                                  ---------------
</TABLE>

The accompanying notes are an integral part of these financial statements


                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                       SEAMLESS WI-FI, INC
             (FORMERLY ALPHA WIRELESS BROADBAND, INC)
               CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE YEARS ENDED JUNE 30, 2005 AND 2004


                                           June 30,      June 30,
                                             2005          2004
                                         ------------  ------------
<S>                                      <C>           <C>
Revenues                                 $     2,113   $         -
   Cost of revenues                           35,346             -

    Gross profit (loss)                      (33,233)            -

Cost and expenses:
   Selling, general and administration       694,607     1,199,196
   Judgments                                 555,596       435,012
   Stock paid for compensation               375,957       316,577
   Stock paid for services                 1,766,021       455,058
   Write down of intangible assets           450,625             -
   Write down of investments                       -     1,043,552
   Depreciation and amortization              77,088     1,745,090
                                         ------------  ------------

     Total costs and expenses              3,919,894     5,194,485
                                         ------------  ------------

Net income (loss) from operations         (3,953,127)   (5,194,485)

Other income                                  38,928        19,005

Other (expense)                                    -             -
                                         ------------  ------------

Income (loss) before income taxes         (3,914,199)   (5,175,480)
                                         ------------  ------------

Income taxes (benefit) (note 9)                    -             -

Net income (loss)                        $(3,914,199)  $(5,175,480)
                                         ------------  ------------

Net income (loss) per common shares      $      (.23)  $     (3.61)
                                         ------------  ------------

Weighted average number of common
shares outstanding                        17,373,504     1,433,198
</TABLE>

The accompanying notes are an integral part of these financial statements


                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                                                 SEAMLESS WI-FI, INC.
                                       (FORMERLY ALPHA WIRLESS BROADBAND, INC.)
                         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                           FOR THE YEAR ENDED JUNE 30, 2004

                                     Common Stock         Preferred Stock     Capital in
                                  ($0.001 par value)     ($0.001 par value)    Excess of
                                   Shares     Amount     Shares     Amount     Par Value      Deficit        Total
                                 ----------  --------  ----------  ---------  -----------  -------------  ------------
<S>                              <C>         <C>       <C>         <C>        <C>          <C>            <C>
Balance July 1, 2003               178,273   $   178   1,029,231   $  1,029   $7,095,643   $ (6,727,597)  $   369,253

Common stock issued for
Services                           157,108       157           -          -      138,324              -       138,481

Common stock issued for
TMR payment                        202,895       203                              99,797                      100,000

Common stock issued for
  investment in DCME               280,000       280           -          -      279,720              -       280,000

Common stock issued for
TMR agreement                      156,391       156           -          -      156,235              -       156,391

Common stock issued for
 Officers compensation             495,000       495           -          -      316,082              -       316,577

Common stock issued for
conversion of preferred stock      546,260       546     (54,626)       (54)     545,714                      546,260

Cancellation of preferred stock                          (71,966)       (72)                                      (72)

Loss for fiscal year ended
    June 30, 2004                        -         -           -          -            -     (5,175,480)   (5,175,480)
                                 ----------  --------  ----------  ---------  -----------  -------------  ------------
Balance June 30, 2004            2,015,927   $ 2,015     902,639   $    903   $8,631,515   $(11,903,077)  $(3,268,644)
                                 ----------  --------  ----------  ---------  -----------  -------------  ------------
</TABLE>

The accompanying notes are an integral part of these financial statements


                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                                                      SEAMLESS WI-FI, INC.
                                            (FORMERLY ALPHA WIRLESS BROADBAND, INC.)
                              CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                                FOR THE YEAR ENDED JUNE 30, 2005

                                                         Preferred Stock
                             Common Stock         ($0.001 A  ($1.00 C               Capital in
                          ($0.001 par value)      par value) par value)              Excess of
                         Shares       Amount       Shares      Shares     Amount     Par Value       Deficit           Total
                       ----------  -------------  ---------  ---------  ---------  -------------  -------------  -----------------
<S>                    <C>         <C>            <C>        <C>        <C>        <C>            <C>            <C>
Balance
 June 30, 2004          2,015,927  $       2,015   902,639              $    903   $   8,631,515  $(11,903,077)  $     (3,268,644)
Common stock issued
 for services           3,553,507          3,555         -                               777,275                          780,830
Common stock issued
 for  investment
 in Seamless              630,000            630                                         365,370                          366,000
Common stock issued
 for  WPP payment         600,000            600                                         599,400                          600,000
Common stock issued
 for  investment
 in SWTG                  220,000            220                                         109,780                          110,000
Common issued for
 Officer compensation   1,109,435          1,109                                         346,375                          347,484
Preferred C stock
 Issued for Seamless                                                                     700,000       700,000
Preferred A stock
 issued for Officers
 compensation
 And services                                                            284,729                           285             28,188
Sale of Preferred
 A stock                                                                  56,250                            56             74,944
Common stock issued
 for conversion of
 preferred A  stock     2,174,940          2,175  (217,443)                 (218)        489,531                          491,488
Common stock issued
 for  services              5,135              5                                           3,477                            3,482
Post reverse common
 stock issued for
 conversion of
 preferred A stock     14,160,000         14,160    (1,460)                   (1)        283,210                          297,369
Cancellation of
 preferred stock                                                         (47,896)                          (48)
Loss for fiscal
 year  ended
 June 30, 2005                  -              -         -           -         -               -    (3,914,199)        (3,914,199)
Balance
 June 30, 2005         24,468,944  $      24,469   976,819     700,000  $700,977   $  11,709,065  $(15,817,276)  $     (3,382,765)
                       ----------  -------------  ---------  ---------  ---------  -------------  -------------  -----------------
</TABLE>

The accompanying notes are an integral part of these financial statements


                                      F-6
<PAGE>
<TABLE>
<CAPTION>

                           SEAMLESS WI-FI, INC
                 (FORMERLY ALPHA WIRELESS BROADBAND, INC)
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE YEARS ENDED JUNE 30, 2005 AND 2004


                                                   2005           2004
                                               -------------  -------------
<S>                                            <C>            <C>

Cash Flows From Operating Activities
------------------------------------
Net income  (loss)                              ($3,914,199)   ($5,175,480)
   Adjustments to reconcile net income (loss)
   to net cash used by operating activities:
Depreciation and amortization                        77,088      1,745,090
Write down of intangibles                           450,625              0
Write down of Investment                             82,500      1,043,552
Issuance of stock for services                    1,766,021        455,058
Stock Compensation                                  375,957        316,577
Changes in operating assets and liabilities:
    Restricted cash                                 (75,000)
    Other assets                                    (90,905)
   Accounts payable                                 126,312        265,453
   Accrued liabilities                              261,119       (381,919)
   Judgments payable                                739,376        435,012
   Other current liabilities                       (393,929)       695,972
Payable to officer                                 (105,304)       170,572
                                               -------------  -------------
Net cash used in operating activities           (   700,339)      (430,113)

Cash Flows From Investing Activity
----------------------------------
 Sale of property and equipment                           0        140,940
Purchase of intangible assets                       (25,713)       (16,752)
Cash portion of purchase of DCME stock                    0       (140,940)
                                               -------------  -------------
Net cash used in investing activates               (25,713)       (16,752)

Cash Flows From Financing Activates
-----------------------------------

Safe of Preferred Stock                              75,000
Net proceeds from debt issuance                     660,139        333,377
Note payable  related party                         (14,286)       117,568
                                               -------------  -------------
Net cash provided by financing activates            720,853        450,945

Net increase (decrease) in cash                      (5,199)         4,080

Cash, beginning of year                               5,469          1,389
                                               -------------  -------------

Cash, end of year                              $        270   $      5,469
                                               -------------  -------------
</TABLE>

The accompanying notes are an integral part of these financial statements


                                      F-7
<PAGE>
<TABLE>
<CAPTION>
                           SEAMLESS WI-FI, INC
                 (FORMERLY ALPHA WIRELESS BROADBAND, INC)
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE YEARS ENDED JUNE 30, 2005 AND 2004


Supplemental Cash Flow Disclosure                                  June 30, 2005   June 30, 2004
-----------------------------------------------------------------  --------------  --------------
<S>                                                                <C>             <C>

   Interest Paid                                                   $            0  $       60,000

   Taxes Paid                                                      $            0  $            0

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

  Non-cash investing and financing activities:

Common stock issued for services                                   $    1,766,021  $      455,058

Common stock issued for officer's compensation                     $      375,957  $      316,577

Common stock issued for TMR payment                                $            0  $      256,391

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

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

Common stock issued for investment                                 $      110,000  $      280,000

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

The accompanying notes are an integral part of these financial statements


                                      F-8
<PAGE>
                               SEAMLESS WI-FI, INC
                    (FORMERLY ALPHA WIRELESS BROADBAND, INC)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2005

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

During  the current fiscal year ended June 2005, the Company, through its wholly
owned  subsidiary  Skyy-Fi,  Inc.,  began  the installation of wireless Internet
access  equipment  at  businesses allowing their patron's access to the Internet
for  a  fee  Skyy-Fi,  Inc  has  30  Wi-Fi  locations  installed.

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 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.  After  the  acquisition  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.


                                      F-9
<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
$1,380,570  at June 30, 2005. The amount 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  $0  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 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.


                                      F-10
<PAGE>
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.

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  and  its  80%  of  more owned U.S; subsidiaries 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) be 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.

Recent  Accounting  Pronouncements

In  December  2004, the Financial Accounting Standards Board (FASB) issued SFAS
NO. 123 (R),  "Share-Based Payment," which revises SFAS No. 123 SFAS No. 123 (R)
requires  all  share-based  payments  to employees, including grants of employee
stock options, to be recognized as compensation expenses based their fair value.
Effective  January  1,  2003,  the  Company  adopted  the fair value recognition
provision  of  SFAS No. 123. We plan to adopt SFAS No. 123 (R) effective July 1,
2005,  using the modified prospective method and do not expect any impact on our
results  of  operations  or  financial  position

In  December,  the  FASB  issued SFAS No 153, Exchange of Nonmonetary Assets, an
amendment  of  APB No. 29, Accounting for Nonmonetary Transactions exchanges  of
similar  productive  assets  and  replac3s  it  withy  a  general  exception for
exchanges  of  nonmonetary  assets  that  do  not  have  commercial substance. A
nonmonetary  exchange  has  commercial substance if the future cash flows of the
entity  are  expected  to  change significantly as a result of the exchange. The
Company  is  required  to adopt FAS 153, on a prospective basis, for nonmonetary
exchanges beginning after June 15, 2005 the adoption of FAS 153 did not have any
impact  on  the  Company's  financial  condition, results of operations and cash
flows.

 In  December  2003,  the  Securities  and  Exchange  Commission  released Staff
Accounting  Bulletin  No.  104,  "Revenue  Recognition"  ("SAB  104").  SAB  104
clarifies  existing  guidance  regarding  revenue  recognition.  The  Company's
adoption  of  SAB  104  did  not  have  an impact on its consolidated results of
operations,  financial  position  or  cash  flows.


                                      F-11
<PAGE>
Note  2.  Certain  Financial  Statement  Information

<TABLE>
<CAPTION>
                                          June 30,
                                            2005
                                       ---------------
<S>                                    <C>
Investment:
  Stock of PMCC/GNVN                   $      107,692
  Stock of DCM Enterprises                         88
      Stock of Save the World                  27,500
                                       ---------------
  Total Long Term Investments          $      135,280
                                       ===============

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                      1,380,570
      Less:  accumulated amortization               0
                                       ---------------
  Intangible assets, net               $    1,380,570
                                       ===============
</TABLE>

Note  3  .  Other  Receivables

During  2005  the  company  paid $84,305 in bills for the 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 pay the Company 168,710
shares  of  its  restricted  common  stock  as  payment  for  this  debit.

Note  4.  Note  Payable

Note  payable  as  of  June  30,  2005  consists  of  the  following:

     Note  Payable-Windsor  Professional  Plaza  LLC      $  620,054
                                                          ----------
                                               Total      $  620,054

The  note  payable  bears  interest  at  prime  plus 4% and is due May 14, 2006.
Interest  is  payable  quarterly.  The  note  is secured by series A convertible
preferred stock. (See Note 7-Preferred Stock.) This note is currently in default
which  per  legal counsel, allows the note holder to convert the preferred stock
to  common  stock.

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 June 30, 2005 the current liabilities exceed current assets by $4,814,520. As
shown in the financial statements, the Company incurred a net loss of $3,919,824
for  the  fiscal  year  ended  June  30,  2005.

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 obtained two
funding  sources;  Windsor Professional Plaza LLC which was providing capital to
resolve previous company debts, and Blue Bear Funding LLC which provided capital
to  expand the Company's operations. Windsor Professional Plaza LLC has arranged
for  an  alternative  funding source for the company since both Windsor and Blue
Bear  Funding  LLC  ceased  funding  due  internal  problems.

Management  believes  that  the  current  funding  is sufficient to maintain its
current  operating  level  for  the  next  twelve  months.


                                      F-12
<PAGE>
Note  6  .  Other  Current  Liabilities

Other  current  liabilities  consist  of  the  following:
     Payable  to  DCME  for  stock  purchase              $     635,026 (1)
     Credit  Cards  payable                                     298,217 (2)
     Payable  to  Integrated  Communications                    180,513 (3)
     Various  liabilities  assumed  from
     Alpha  Tooling  acquisition                                231,958
     Preferred  fees  payable                                    48,228
                                                          -------------
                                                          $   1,393,942
(1)  Bears  interest  at  10%  per  annum.
(2)  Payments  in  varying  amounts  are due monthly with interest at 18%
     per annum.
(3)  Results  from  contract  cancellation.

Note  7.  Related  Party  Transactions

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) leaving
a  balance  of  644,625  preferred  shares.

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 respectively
shares  of  Class  A  Preferred  Stock.

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.
("GDCC").  The  Company during 2004 acquired marketing rights from GDCC 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.


                                      F-13
<PAGE>
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  converts  to  1,000 shares of common stock, and Class C Preferred of
2,000,000  shares. As of this date the Company has only filed for 11,000,000,000
shares  authorized  and  plans  to amend the previous resolution to decrease the
authorized  during the annual renewal filing date for the company with the state
of  Nevada.

The  Company plans to amend the previous resolution decreasing the authorized to
11,000,000  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  3,000,000  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 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  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 were issued for services when 1,460 shares of preferred stock
were  converted  to  common  for  the  principal and interest due on the Windsor
payable.


                                      F-14
<PAGE>
300,000  shares, valued at $.001 each, 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")

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

205,210  Class  A  preferred  shares  were  issued  for  officers  services.

79,519  Class  A  preferred  shares  were  issued  for  officer's  salary

3,558,642  common  shares  were  issued  for  services.

1,109,435  common  shares  were  issued  for  officer's  salary.

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

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

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

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

546,260 shares of common stock were issued per the conversion of preferred 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

156,390  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
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.

Preferred  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 of which
100,000  shares were converted to pay the Company's operating expenses leaving a
balance  of  644,625  preferred  shares  held  as  collateral.


                                      F-15
<PAGE>
The  Board  of  Directors  on  March  8, 2005 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.

During  the  third quarter of fiscal year ended June 30, 2005 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.

During  the  first  quarter  of  fiscal  year  ended  June  30, 2005 the Company
cancelled  35,186  shares  held  by  Windsor  in order to reduce preferred stock
outstanding because once converted, they would have amounted to common shares in
excess  of  those  authorized.  Windsor Professional converted 117,453 shares of
preferred  stock.

In  May  2004  Mercatus,  with  the  consent  of the Company, assigned 1,029,231
preferred  shares  to  Windsor  Professional  Plaza,  LLC  as collateral for the
Company's  funding  line  of  credit.

Note  9.  Income  Taxes

No  provision  for  income taxes has been recorded in the accompanying financial
statements  as  a  result of the Company's net operating losses. The Company has
unused  tax  loss  carry  forwards of approximately $15,000,000 to offset future
taxable  income.  Such  carryforwards  expire  in  the years beginning 2021. The
deferred  tax  asset  recorded  by  the  Company  as  a result of these tax loss
carryforwards  is  approximately  $5,000,000 and $3,000,000 at June 30, 2005 and
2004 respectively. The Company has reduced the deferred tax asset resulting from
its  tax  loss  carryforwards by a valuation allowance of an equal amount as the
realization  of  the  deferred  tax  asset  is  uncertain. The net change in the
deferred  tax  asset  and valuation allowance from July 1, 2004 to June 30, 2005
was  an  increase  of  approximately  $2,000,000.

Note  10.  Commitments

The  Company,  through  its Alpha Tooling Inc. subsidiary has entered into lease
agreements for office space and an automobile that expire through October, 2007.
The  Company rents additional office space in Nevada, on a month to month basis.
Rent  expense  under  these  leases  for the fiscal year ended June 30, 2005 was
$42,998.  Remaining  commitments  under  the  operating  leases  are as follows:

     Fiscal  Year  Ending  June  30          Amount
     ------------------------------          ------
                2006                         34,734
                2007                         28,520
                2008                          1,355
                                            -------
                                            $60,609
                                            -------

Note  11.  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).


                                      F-16
<PAGE>
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).

Information  on  reportable  segments  is  as  follows:

<TABLE>
<CAPTION>
                                FISCAL YEAR ENDED
                         June 30, 2005    June 30, 2004
----------------------  ---------------  ---------------
<S>                     <C>              <C>
Wi-Fi ISP  NET SALES    $        2,113   $            0
COST OF WI-FI SALES            (35,346)               0
SOFTWARE NET SALES                   0                0
COST OF SOFTWARE SALES               0                0
COST AND EXPENSES           (3,919,894)       5,194,485
OTHER NET INCOME                38,928           19,005
NET LOSS                $   (3,914,199)  $   (5,175,480)
TOTAL
----------------------  ---------------  ---------------
NET INCOME              $            0   $            0
NET LOSS                $   (3,914,199)  $   (5,175,480)
</TABLE>

Note  12.  Other  Events

a.  Company  Acquisition

In  January 2005 the Company acquired the proprietary software asset of Seamless
P2P,  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 $.001each 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.

In December 2003 the Company acquired the assets of Debit Card Marketing Company
Enterprises,  Inc  for  60,000,000  shares  of  Global  Debit Cash Card, Inc. (a
subsidiary  of  the  Company)  which  included reduction of the note owed by the
Company  to  $515,000.  That  debit transferred as an asset to Global Debit Cash
Card,  Inc.

In  June  2002,  DCM  Enterprises,  Inc.  ("DCM") entered into an asset purchase
agreement  with  the Company for the purchase of assets consisting of equipment,
inventory,  and  proprietary  information  used  in  the  sale  of  sunglasses
(hereinafter  referred  to  as  "Ace  Optics").  The purchase price consisted of
2,000,000  restricted shares of DCM's common stock valued at $1,000,000 or $0.50
per share.  However, due to a disagreement with the Company's former officer and
director,  the Company was unable to take control of Ace Optics.  Therefore, the
transaction was rescinded.  On August 22, 2003, DCM and the Company entered into
an agreement to compensate DCM for the rescinded Ace Optics agreement.  Pursuant
to  the  Compensation  Agreement,  IBII  has  agreed  to  compensate  the  DCM
approximately $768,000 in either cash, stock, or in other assets mutually agreed
upon  since  the  Company  has  received  approximately  $141,000  in equipment,
$269,000  in  cash,  $150,000  in  land  and  $65,060 in deposit related to real
property  purchase.  The  amount  owed  under this agreement carries a 5% annual
interest  rate.  The entire amount is owed and due on February 22, 2005.  Albert
Reda,  the  Company's  CEO,  also  serves  as  DCM's  CEO.


In  September  2003  the  Company through its 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 operates
as  the  Territory  Marketing  Representative  in  Colorado and Utah and license
resellers  of the CARDS. The Licensed Activated Resellers (LAR) will be licensed
through  GLCD,  the  Territory  Marketing  Representative.

In  August  2003 the Company acquired Alpha Tooling, Inc. with 190,000 shares of
DCM  Enterprises, Inc stock.  As per the agreement with DCM Enterprises, Inc the
Company  transferred  Alpha  Tooling,  Inc  to  DCM  Enterprises, Inc for credit


                                      F-17
<PAGE>
towards  the  debit it had with DCM Enterprises, Inc. After October 1st 2003 the
transaction  was  changed  by  agreement  to  an  Asset  assignment.

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."

c.  Stock  Repurchase

In  December  2003  the  Company  reacquired  200,000 shares of DCME for 200,000
restricted  shares  of  the  Company.

The  stock  repurchase  agreement  was  modified  allowing an additional 200,000
shares  of  DCME  to  be  repurchased  by  the  Company.

In  September 2003 the Company agreed to reacquire the 149,283 shares previously
sold to the investor.  The agreement provided for the issuance of 560,000 shares
of  DCM  Enterprises  ("DCME")  common stock in addition to 40,000,000 shares of
restricted  common  stock of the Company. The agreement also allowed the Company
to purchase from the investor 200,000 shares of the 560,000 shares of DCME based
upon  the  following  terms  per  quarter.  40,000 shares of DCME for 40,000,000
shares of restricted common stock of the Company. This agreement to purchase the
200,000  shares  of  DCME  is  only  in  effect until such time that DCME begins
trading.

d.  Agreement  between  the  company  and  DCM  Enterprise,

March  18  2004  DCM  filed  the  following  information  on  form 8K as further
agreement  to  the  original  agreement  between  the  Company  and  DCM:

In  August  2003  the  Company  agreed  to  provide  the  Buyer of Ace Optics an
alternative  company  or  return  the  Buyer's  stock  since  Ace  Optics ceased
operations  immediately after the acquisition. In lieu of an alternative Company
the  Buyer  and Seller agreed that the balance of the DCME stock received by the
Seller will be returned to the Buyer. Subsequently the Company acquired and then
sold  Alpha  Tooling  to  DCM.

In  August  2003 The Company acquired Alpha Tooling, Inc. with 190,000 shares of
DCM  Enterprises,  Inc stock.  As per an agreement with DCM Enterprises, Inc the
Company  initially  transferred  Alpha  Tooling, Inc to DCM Enterprises, Inc, in
exchange  for  a reduction of the debit it had with DCM Enterprises, Inc. During
October  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.

Note  13.   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.


                                      F-18
<PAGE>
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.

Louis  Cherry  v.  Internet Business's  International, Inc.
-----------------------------------------------------------

As  filed  in  an 8K dated April 6, 2005: On June 4, 2004 an action was filed in
----------------------------------------
Superior Court of California, Orange County, Central Justice Center Branch; Case
Number  04CC03487,  entitled  Louis Cherry v. Internet Business's International,
Inc.  (the  "Complaint").  In  the  Complaint,  Louis  Cherry  alleged Breach of
Employment  Contract  and  sought  an  unspecified amount of money damages.  The
Complaint  was  settled  by  and  between  Louis Cherry and the Company, and Mr.
Cherry  was  not awarded any monetary sums.  Additionally, Mr. Cherry waived any
claims  of  seeking indemnification by the Company due to actions of Mr. Cherry,
and  waived  certain claims against certain assets of the Company.  On March 29,
2005,  a  Dismissal  with  Prejudice  was  entered  with  the  Superior Court of
California,  Orange  County;  each  Party  bore  their own legal fees and costs.

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.


                                      F-19
<PAGE>