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

                            SCHEDULE 14A INFORMATION

                  PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
                         SECURITIES EXCHANGE ACT OF 1934
                              (AMENDMENT NO.     )

                           Filed by the Registrant [X]

                Filed by a Party other than the Registrant [   ]

                           Check the appropriate box:

[X]  Preliminary  Proxy  Statement
[ ]  Confidential,  for  Use  of  the  Commission  Only  (as permitted by Rule
     14(a)-6(e)(2))
[ ]  Definitive  Proxy  Statement
[ ]  Definitive  Additional  Materials
[ ]  Soliciting  Material  Pursuant  to   240.14a-11(c)  or   240.14a-12

                              SEAMLESS WI-FI, INC.
                 (Name of Small Business Issuer in its charter)
                  ____________________________________________
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment  of  Filing  Fee  (Check  the  appropriate  box):

[X]  No  Fee  Required

[ ]  Fee  Computed  on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1.  Title  of  each  class  of  securities  to  which  transaction  applies:
_____________________________________________________________________

2.  Aggregate  number  of  securities  to  which  transaction  applies:
_____________________________________________________________________

3.  Per unit price or other underlying value of transaction computed pursuant to
Exchange  Act  Rule  0-11  (set  forth  the  amount  on  which the filing fee is
calculated  and  state  how  it  was  determined):
_____________________________________________________________________

4.  Proposed  aggregate  offering  price:
_____________________________________________________________________

5.  Total  fee  paid:
_____________________________________________________________________




[ ]  Fee  paid  previously  with  preliminary  materials.

[ ]  Check  box  is  any  part of the fee is offset as provided by Exchange Act
Rule  0-11(a)(2)  and  identify the filing for which the offsetting fee was paid
previously.  Identify  the  previous filing by registration statement number, or
the  Form  or  Schedule  and  the  date  of  its  filing.

   1.  Amount  previously  paid:
_____________________________________________________________________

   2.  Form,  schedule,  or  registration  statement  number:
_____________________________________________________________________

   3.  Filing  party:
_____________________________________________________________________

   4.  Date  filed:
_____________________________________________________________________

Notes:

                              Seamless Wi-Fi, Inc.
                          800 N. Rainbow BlvdSuite 208
                             Las Vegas, Nevada 89107

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                     TO BE HELD ON FRIDAY, FEBRUARY 10, 2006

     Notice  is hereby given that the Annual Meeting of shareholders of Seamless
Wi-Fi.  Inc., a Nevada corporation ("Company"), will be held on Friday, February
10,  2006,  at  the 3960 Howard Hughes Parkway Suite 500 Las Vegas, 89109 UNITED
STATES  at  10:00  AM  (PST)  for  the  following  purposes:

1.  To  elect the following three (3) nominees as Directors of the Company until
the  next  Annual  Meeting of shareholders and until their respective successors
shall  be  elected  and  qualified:  Albert Reda, Matt Sebal, and John Domerego.

2.  To  approve  the  appointment  of  Kempisty  & Company, CPA as the Company's
independent  auditors  for  the  fiscal  year  ending  June  30, 2006, and 2007.

3.  To consider on any other matter that properly may come before the meeting or
any  adjournment  thereof.

Shareholders  of  record  as  the  close  of  business  on December 31, 2005 are
entitled  to  vote  at  the  meeting or any postponement or adjournment thereof.

Please review the voting options on the attached proxy card and submit your vote
promptly.  If  you attend the Annual Meeting, you may revoke your Proxy and vote
in  person if you desire to do so, but attendance at the Annual Meeting does not
itself  serve  to  revoke your Proxy.  Copies of the Company's Annual Report for
its  fiscal year ended June 30, 2005 and for the quarters ended on September 30,
and  December  31,  2005  will  be  provided on request or you may obtain a copy
online  from  the  Securities  and  Exchange  Commission Website at www.sec.gov.
                                                                    -----------
("Search  for  Company  Filings").

By  order  of  the  Board  of  Directors
December  16,  2005

/s/  Mildred  Carroll
Mildred  Carroll,  Corporate  Secretary




                                 PROXY STATEMENT

                              Seamless Wi-Fi, Inc.
                         800 No. Rainbow Blvd. Suite 208
                             Las Vegas, Nevada 89107

     This  Proxy  Statement  is being furnished to shareholders at the direction
and  on  behalf  of  the  Board  of  Directors of Seamless Wi-Fi, Inc., a Nevada
corporation  ("Company"),  for  the purpose of soliciting proxies for use at the
Annual Meeting of Shareholders of the Company to be held on Friday, February 10,
2006, at the 3960 Howard Hughes Parkway Suite 500, Las Vegas, 89109 Friday 10:00
AM  (PST).  The  shares  represented  by  the  proxy will be voted in the manner
specified  in  the proxy.  To the extent that no specification is made as to the
proposals  set forth in the notice of meeting accompanying this Proxy Statement,
the  proxy  will  be  voted in favor of such proposals. However, any proxy given
pursuant  to this solicitation may be revoked at any time before it is exercised
by  giving written notice of such revocation to the Secretary of the Company, by
appearing  at  the  meeting  and voting in person or by submitting a later dated
proxy.  Neither  attendance at the meeting nor voting at the meeting will revoke
the  proxy.  A  revocation  that  is  not timely received will not be taken into
account,  and  the  original  proxy  will  be  counted.

     Shareholder  proposals  must  be  submitted  to  the Company not later than
January  19,  2006,  in  order to be included in those matters considered at the
next  Annual  Meeting  of  the  Company to be held at 3960 Howard Hughes Parkway
Suite  500  Las Vegas, Nevada 89109 February 3, 2006 at 10:00AM (PST).  The cost
of  preparing, assembling and mailing this Proxy Statement, the Notice of Annual
Meeting  of  Shareholders  and  the  accompanying  Proxy  is  being borne by the
Company.  Brokers,  dealers,  banks, or voting trustees, and their nominees, are
requested to forward soliciting materials to the beneficial owners of shares and
will  be  reimbursed  for  their  reasonable expenses.  This Proxy Statement and
accompanying  proxy  will be mailed to shareholders on or about January 9, 2006.

                                VOTING SECURITIES

     The  record  date  of shareholders entitled to notice of and to vote at the
Annual  Meeting  of  Shareholders is the close of business on December 31, 2005.
On  such  date,  the  Company  had  issued and outstanding 117,864,634 shares of
$0.001 par value common stock and 946,964 shares of preferred stock Class A each
share  is  entitled  to one vote per share of common stock or one thousand votes
for each shares of preferred stock Class A stock on any matter that may properly
come  before  the  meeting,  and  there  are  no cumulative voting rights on any
shares.  The presence at the meeting, in person or by proxy, of the holders of a
majority  of  the  shares  of  common  stock outstanding on the record date will
constitute  a  quorum  at  the  meeting.  Votes withheld and abstentions will be
counted  in  determining the presence of a quorum but will not be voted.  Broker
non-votes  will  not be counted in determining the presence of a quorum and will
not  be  voted.

     All matters to be voted on require an affirmative vote of a majority of the
votes  present  at the meeting.  Pursuant to applicable Nevada law, there are no
dissenter's  rights  relating  to  the  matters  to  be  voted  on.

                                 STOCK OWNERSHIP

     The  following  table  sets  forth  information  regarding  the  beneficial
ownership  of  shares  of  the  Company's  common  stock (117,864,634 issued and
outstanding)  and preferred stock Class A (956,964 issued and outstanding) as of
December  31, 2005 by (i) all stockholders known to the Company to be beneficial
owners  of  more than 5% of the outstanding common stock; and (ii) all directors
and  executive  officers  of  the  Company,  individually  and  as  a  group:







                                                       Amount of Shares of   Percent of Ownership
Title of Class                Name and Address         Beneficial Class (1)  Beneficial Class (2)
---------------------  ------------------------------  --------------------  ---------------------
                                                                    
                       Mildred Carroll (1)
                       800 No. Rainbow Blvd.                               
Common Stock           Suite 208                                    520,000                       
Preferred Stock A      Las Vegas, Nevada 89107                          -0-                   .456
---------------------  ------------------------------  --------------------  ---------------------
                       Albert R. Reda, (3)
                       800 No. Rainbow Blvd.                                                      
Common Stock           Suite 208                                                                  
Preferred Stock A      Las Vegas, Nevada 89107                      779,400                   .667
---------------------  ------------------------------  --------------------  ---------------------
                       Reda Family Trust  II (3)                                                  
Common Stock           2250 East Tropicana Ave  #631                    -0-                       
Preferred Stock A      Las Vegas, Nevada  89119                      56,250                   5.88
---------------------  ------------------------------  --------------------  ---------------------
                       Omega Limited (4)                                                          
Common Stock           1136 E. Stuart Suite 4207                    125,000                   .110
Preferred Stock A      Fort Collins, Co. 85025                       10,000                   1.05
---------------------  ------------------------------  --------------------  ---------------------
                       Antigua LLC (4)                                     
Common Stock           1136 E. Stuart Suite 4207                    110,000                       
Preferred Stock A      Fort Collins, Co. 80525                          -0-                    .45
---------------------  ------------------------------  --------------------  ---------------------
                       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
---------------------  ------------------------------  --------------------  ---------------------
                       Audya Funding**                                                            
Common Stock           123 Kennelon Rd.                                   0                      0
Preferred Stock A      Kennelon, New Jersey 07405                   589,300                 61.580
---------------------  ------------------------------  --------------------  ---------------------
                       Reda Family  Trust I                                                       
Common Stock           2250 Tropicana Ave  #631                           0                      0
Preferred Stock A      Las Vegas, Nevada  89119                    -55,784-                   5.83
---------------------  ------------------------------  --------------------  ---------------------
                       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              2,133,400                   5.77
Preferred Stock A      (4 persons)                                  906,544                  27.07
---------------------  ------------------------------  --------------------  ---------------------

*  No  voting  rights  on  unconverted  shares.
**  Albert  Reda  has  the  proxy  for  these  shares
(1)   Each  person has sole voting power and sole dispositive power as to all of
the  shares  shown  as  beneficially  owned  by  them.
(2)  None  of  these security holders has the right to acquire any amount of the
shares  within  sixty days from options, warrants, rights, conversion privilege,
or  similar  obligations.




                              ELECTION OF DIRECTORS
                               EXECUTIVE OFFICERS

 The Company's board of directors is currently composed of three members and one
independent  board  member.  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.
Officers will hold their positions at the will of the board of directors, absent
any  employment  agreement.  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.  The directors and executive
officers  of  the  Company  are  not  a  party  to  any  material  pending legal
proceedings  and,  to  the best of their knowledge, no such action by or against
them  has  been  threatened.


Officers  and  Directors.

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

Mr.  Reda  is currently the President and CEO of Seamless Wi-Fi, Inc. age 60 and
has  been  with  the Company since November 1998. From 1994 to 1996 Mr. Reda was
employed  with  CRT  Corporation  as  Vice President in charge of production for
manufacturing  of  frozen products. From 1994 to 1994 Mr. Reda was self employed
in  the  financial lending area buying and selling loans between individuals and
institutions.  Mr.  Reda  received  a Bachelor of Science Degree in Engineering.
Mr.  Reda  is  a  director  of  two other public companies, Digital Security and
Global  Debit  Cash  Card.  Inc.

(b)  John  Domerego,  Director,  President  of  Seamless  Skyy-Fi,  Inc.

Mr.  Domerego  is  currently  President  of  Seamless Skyy-Fi, Inc., age 61, was
appointed  to  the  board  of  directors  on  October 1, 2005. Prior to that Mr.
Domerego  was  involved  in  the  development,  designing,  engineering  and
construction of cogeneration and power generating facilities both as an employee
of  Raytheon  Engineering  and  self-employed  as  an associate of Malcolm Jones
Associates,  an  engineering  company  where  he  managed  multi-million  dollar
projects  from  conception  to  completion.  Mr.  Domerego  also  has  20  years
experience  in  management  both  as  Chief Engineer and as General Manager. Mr.
Domerego  also  has  years  of  experience in RF signals which he acquired while
serving in the Navy. Mr. Domerego has a Bachelor of Science Degree in Mechanical
Engineering.

(c)  Matt  Sebal,  Director

Mr. Sebal has been serving as President and Director of 51st State Systems, Inc.
a  privately  held  company  from  January  2002.  51st  State  Systems provides
technology  and  consulting  services  in  Vancouver,  BC  Canada.

From  May 2002 to present Mr. Sebal has served as President and as a Director of
DCM  Enterprises,  Inc.,  a publicly reporting management and investment holding
company.

From  October,  2001  to  present,  Mr.  Sebal  has served as Secretary and as a
Director  of  Hosting  Site  Networks,  Inc.,  a  publicly  reporting,
development-stage,  provider  of  Internet  services  including web hosting, web
consulting,  and  electronic  mail  services.

From period between June 2000 to January 2003, Mr. Sebal held one or more of the
following  the  positions: Secretary, President, Chairman and CEO, and Director,
of  Return Assured Incorporated. Return Assured Incorporated had been a publicly
reporting  company  involved  in  enabling e-retail transactions. As of January,
2003  Return  Assured  Incorporated  is  no longer a publicly reporting company.
Return  Assured  Incorporated  has  had  no  operations  since  2001.

From November 2000 to October 2003 Mr. Sebal served as a Director of Mindfuleye,
Inc.,  a publicly reporting company that developed software for licensing to the
investment  community.  The  software  delivered proprietary content directly to
users  by  web,  desktop,  wireless,  and e-mail interfaces. As of October, 2003
Mindfuleye,  Inc. is no longer a publicly reporting company. Mindfuleye, Inc has
had  no  operations  since  2001

From  December  1998 to June 2000, Mr. Sebal was a Principal in IBM's e-business
Services Group for Canada. From 1997 to 1998, Mr. Sebal was Director of Business
Development  for  Communicate.com (formerly IMEDIAT Digital). From 1995 to 1997,
Mr. Sebal was a Senior Account Manager for Emerge Online, Inc. a web site design
and  development  firm.

Mr.  Sebal holds a baccalaureate degree in Political Science from the University
of  Western  Ontario,  Canada.

Certain  Relationships  and  Related  Transactions.

 Certain  of  the  officers  and  directors  of the Company are engaged in other
businesses,  either  individually  or  through  partnerships and corporations in
which  they  have an interest, hold an office, or serve on a board of directors.
As a result, certain conflicts of interest may arise between the Company and its
officers  and  directors.  The Company will attempt to resolve such conflicts of
interest in favor of the Company.  The officers and directors are accountable to
the  Company  and  its  shareholders  as  fiduciaries,  which  require that such
officers  and  directors  exercise  good  faith  and  integrity  in handling the
Company's  affairs.  A  shareholder  may  be  able  to institute legal action on
behalf  of  the  Company  or  on  behalf  of itself and other similarly situated
shareholders  to  recover damages or for other relief in cases of the resolution
of  conflicts  is  in  any  manner  prejudicial  to  the  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 2005 with respect to fiscal
2005, 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.
Meetings  of  the  Board  of  Directors.

     During  the  fiscal  year  ended  June  30,  2005,  the  board of directors
documented  24  advise  of  unanimous  written  consent  actions by the board of
directors.




                             EXECUTIVE COMPENSATION

Summary  Compensation  Table



                                              ANNUAL COMPENSATION                          LONG-TERM COMPENSATION
                                      ------------------------------------    ------------------------------------------------
                                                                                      AWARDS            PAYOUTS 
                                                                              ----------------------  ----------
     NAME AND           FISCAL          SALARY       BONUS       OTHER        RESTRICTED   SECURITIES     LTIP     ALL OTHER
    PRINCIPAL            YEAR            ($)          ($)        ANNUAL        STOCK       UNDERLYING   PAYOUTS   COMPENSATION
     POSITION                                                 COMPENSATION     AWARD(S)     OPTIONS/      ($)         ($)
                                                                   ($)           ($)         SARS
                                                                                              (#)
------------------  ----------------  ---------  ----------  -------------  -----------  -----------  ----------  ------------
                                                                                          
Albert Reda, Chief       2005         $ 240,000           0              0            0            0           0             0
Executive                2004         $ 240,000           0              0            0            0           0             0
Officer/Secretary (1)    2003         $ 180,000           0              0            0            0           0             0


(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
$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.

Employment  Contract.

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.

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 restricted common stock.

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

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

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

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


                         INDEPENDENT PUBLIC ACCOUNTANTS

Kempisty & Company CPA of New York, New York issued the report for the Company's
audited  financial  statements for the fiscal years ended June 30, 2005 and June
30,  2004.
Audit  Fees.

Audit-Related  Fees.

The  audit  fees  for  the  10KSB  for  fiscal  year  ended  June  30,  2005 for
professional  services  rendered by Kempisty & Company CPA were $30,000 and were
paid  in  full.




The  review  fees  for  the 10QSB for first quarter ended September 30, 2005 for
professional  services  rendered  by Kempisty & Company CPA were $6,000 and were
paid  in  full.

The  aggregate  fees  billed for each of the last two fiscal years and the first
two  quarters  of  fiscal  year  ended  June  30, 2004 for professional services
rendered  by  Henry Schiffer CPA were paid in full prior to the dismissal by the
Company.  The  aggregate  fees  billed and paid for each of the third quarter of
fiscal year ended June 30, 2004, and for year ended June 30, 2004 for the review
of financial statement and audit of the Registrant's annual financial statements
included  in the company's Form 10-QSB's: third quarter year ended June 30, 2004
and  Form  10-KSB  for  year  ended  June  30,  2004  totaled  $17,500.

Tax  Fees.

The  aggregate fees billed in each of the last two fiscal years for professional
services rendered by Henry Schiffer, CPA for tax compliance, tax advice, and tax
planning  is  $5,000.

All  Other  Fees.

The  aggregate fees billed in each of the last two fiscal years for products and
services  provided  by  Kempisty  & Company CPA other than the services reported
above,  is  $0.

Representatives  of Kempisty & Company CPA are not expected to be present at the
annual meeting.  This firm will have the opportunity to make a statement if they
desire  to  do  so.  Finally,
Representatives  of  this  firm  are  not expected to be available to respond to
appropriate  questions.

 The Board of Directors has approved by resolution a proposal to retain Kempisty
&  Company  CPA Co., for the fiscal year commencing on June 30, 2006.  The Board
of  Directors  of  the Company recommends a vote for the retention of Kempisty &
Company  CPA  the  fiscal  year  ending  June  30,  2007.

                                 OTHER BUSINESS

 As  of  the date of this proxy statement, the Company knows of no business that
will  be  presented for consideration at the Annual Meeting other than the items
referred  to  above.  If any other matter is properly brought before the meeting
for  action  by  the shareholders, proxies in the enclosed forms returned to the
company  will  be  voted  in  accordance with the recommendation of the Board of
Directors  or,  in  the absence of such a recommendation, in accordance with the
judgment  of  the  proxy  holder.

By  order  of  the  Board  of  Directors
December  16,  2005

/s/  Mildred  Carroll
Mildred  Carroll,  Corporate  Secretary





                                    P R O X Y
                              SEAMLESS WI-FI, INC.
           Annual Meeting of Shareholders To Be Held February 3, 2006

THIS  PROXY  IS  SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.  The undersigned
hereby  appoints  Albert  Reda  as  proxy of the undersigned, with full power of
substitution,  and  hereby authorizes him to represent and to vote at the Annual
Meeting  of  Shareholders  of  Seamless  Wi-Fi,  Inc.  ("Company") to be held on
February  10,  2006  as designated below, all of the common stock of the Company
held  of  record  by  the  undersigned  on December 30, 2005, at the 3960 Howard
Hughes  Parkway Suite 500 Las Vegas, Nevada 89109 at 10:00 AM (PST), for matters
that  properly  may  come  before  the  meeting  or  any  adjournment  thereof.

1.  ELECTION  OF  DIRECTORS  (circle  one):

FOR                                      WITHHOLD  AUTHORITY
all  nominees  listed  below             to vote for all nominees listed below

Albert  Reda                             Albert  Reda

John  Domerego                           John  Domerego

Matt  Sebal                              Matt  Sebal


2.  TO  APPROVE  THE  SELECTION  OF  KEMPISTY  &  COMPANY,  CPA  AS  THE
COMPANY'S INDEPENDENT ACCOUNTING FIRM FOR THE FISCAL YEAR COMMENCING ON JUNE 30,
2006  AND  JUNE  30  2007  (circle  one):

FOR                              AGAINST                              ABSTAIN

This  proxy will be voted as specified. IF NO SPECIFICATION IS GIVEN, THIS PROXY
WILL  BE  VOTED  FOR  THE  PROPOSALS  SET  FORTH  ABOVE.  The undersigned hereby
acknowledges  receipt  of  the  Notice  of Annual Meeting of Shareholders of the
Company to be held on February 10, 2006 and the Proxy Statement of such meeting.




Dated:  ______________,  2005


__________________________________________________
       (Signature  of  Shareholder)

Note:  Please sign exactly as name appears on stock certificate (as indicated on
reverse  side).  All  joint  owners  should  sign.  When  signing  as  personal
representative,  executor,  administrator,
attorney, trustee or guardian, please give full title as such. If a corporation,
please sign in full corporation name by president or other authorized person. If
a  partnership,  please  sign  in  partnership  name  by  a  partner.

PLEASE  MARK,  SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.