The following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Report.

FORWARD-LOOKING STATEMENTS

The following information contains certain forward-looking statements of our management. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as "may," "could," "expect," "estimate," "anticipate," "plan," "predict," "probable," "possible," "should," "continue," or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

OVERVIEW

Seamless Corporation has one operating subsidiary: Seamless Sales LLC which incorporates the TEK Labs, and TEK Ware. TEK Labs develops security software for accessing the Internet with a patent pending software program for Secure Internet browsing (S-SIB) and Secure Internet video conferencing Phenom(R) that encrypts Internet communications and provides flexible telecom data and voice transport solutions, TEK Ware manufactures the patented ultra mobile personal computer named the S-Gen a mini-notebook the SNBK-1, a 10 inch, 120 G. HD, 1G RAM with OS Windows XP home edition and Seamless Sales LLC which sells the products and software programs developed by Seamless Sales subsidiaries. The evolution of from a Wi-Fi provider to a hardware manufacture and software developer began during the last quarter of this fiscal year ended June 30, 2008 and was completed during the first quarter of fiscal year ending June 30, 2009. Seamless Sales eCommerce activities started May of 2009 in association with Amazon on the new Seamless Sales eCommerce website (www.seamlesssale.com). The Amazon (www.amazon.com) partnership allowed Seamless to offer additional products that it currently does not carry

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, our selected
financial information:

                                       Three Months Ended    Three Months Ended
                                       September 30, 2009    September 30, 2008
                                          (Unaudited)            (Unaudited)
                                       ------------------    ------------------

Revenues                               $               --    $              498
Cost of Revenues                                   27,170                 5,449
                                       ------------------    ------------------
(Gross Loss)                                      (27,170)               (4,951)

Expenses                                          437,938               351,995
Loss from continuing Operations
Before interest and other items                  (465,108)             (356,946)
Other Income                                       18,965                12,119
Loss from continuing operations
before income taxes                    $           42,767    $         (344,848)
Income taxes (note 8)                                 --                    --
Loss for continuing operations                     42,767              (344,848)
Income (loss) for discontinued
Operations                             $              --                (13,660)
Net Income (Loss)                      $           42,767    $         (358,508)

Preferred C stock dividends-deemed     $               --    $         (405,400)
                                               -----------             --------
Net Income (Net Loss)                  $           42,767    $         (763,908)
                                             =============        =============

THREE MONTHS ENDED SEPTEMBER 30, 2009 (UNAUDITED) COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED)

REVENUES

Revenues for the three months ended September 30, 2009 is not compared to revenue from discontinued operations of providing Wi-Fi at hotels and hospitality locations.

COST OF REVENUES

The cost of revenues for the three months ended September 30, 2009 was $27,170 compared to $5,449 for the three months ended September 30, 2008, a increase of 497%. The increase in cost of revenue was the website upgrades and improvement transactional software upgrades for the eCommerce website.

OPERATING EXPENSES

Operating expenses increased by approximately 24% from $437,938 for the three months ended September 30, 2009 compared to $351,995 for the three months ended September 30, 2008. This increase in operating expenses was a result of transition to an eCommerce company increase and marketing for the new products corresponding period.

OTHER INCOME

DEBT FORGIVENESS: for the three months ended September 30, 2009 of $18,965 as compared To $12,119 for the same period in 2008. Debt forgiveness are accounts payable from prior operations that were not paid within the prescribed time as required by law and we now have to report that debt as income and reduce accounts payable owed by the Company. The increase in the debt forgiveness is due to the fact additional aged payables were written off during this quarter and are not indicative of further debt forgiveness available to the Company in the future.

DERIVATIVE INCOME: The Company also recorded unrealized gain from change in derivative liabilities of $725,994. Derivative income primarily reflects the impact of the change in value of the underlying market indices for the Company.

AMORTIZATION OF DEBT DISCOUNT: The Company also recorded $218,614 interest expense due to the amortization of unamortized debt discount and expense on outstanding long-term debt. Amounts charged to amortized debt discount shall be so kept to support the debt discount and expense on each class and series of debt.

NET INCOME/LOSS FROM CONTINUING OPERATIONS

The Company recorded a net income due to "OTHER INCOME" of $42,767 from continuing operations for the three months ended September 30, 2009 as compared to a net loss of $(344,848) for the three months ended September 30, 2008. The net income recorded is not indicative future operations which is primarily from unrealized gain from a change in derivate liabilities.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents from continuing operations of $ 0 for the three months ended September 30, 2009 is a decrease compared to $22,291 cash for and 2008 respectively. The decrease in cash and cash equivalents is due to reduced funding for the Company

Net cash used by continuing operating activities was $(157,709) and $(399,939) for September 30, 2009 and 2008, respectively. This reduction in the negative Net cash used is due to the increase in accounts payable..

As a result of the Company's in net operation losses, our working capital deficiency has increased. We have funded our losses through loans secured by preferred stock or by the purchase of preferred stock. Repayments of certain loans occurred by the lender taking possession of the collateral. We anticipate these losses to continue through 2010.

We have a working capital deficiency of $(5,890,403) as of September 30, 2009 compared to a working capital deficiency of $(6,384,456)as of June 30, 2009. The reduction in the working capital deficiency is due the reduction in preferred stock liability and convertible debt liability which was offset in part by an increase in loans payable. We expect the working capital deficient to remain constant within its current range till the company has sales.

As shown in the accompanying financial statements, we have incurred an accumulated deficit of $(28,517,088) and a working capital deficiency of approximately $(5,890,403) as of September 30, 2009. Our ability to continue as a going concern is dependent on obtaining additional capital and financing and operating at a profitable level. We intend to seek additional capital either through debt or equity offerings and to increase sales volume and operating margins to achieve profitability.

We will consider both the public and private sale of securities and/or debt instruments for expansion of our operations if such expansion would benefit our overall growth and income objectives. Should sales growth not materialize, we may look to these public and private sources of financing. There can be no assurance, however, that we can obtain sufficient capital on acceptable terms, if at all. Under such conditions, failure to obtain such capital likely would at a minimum negatively impact our ability to timely meet our business objectives.

NET OPERATING LOSS CARRY FORWARD

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 $28,000,000 and $20,000,000 at September 30, 2009 and September 30, 2008 respectively to offset future taxable income. Such carry forwards expire in the years beginning 2021. The deferred tax asset recorded by the Company as a result of these tax loss carry forwards is approximately $9,500,000 and $7,000,000 at September 30, 2009 and 2008 respectively. The Company has reduced the deferred tax asset resulting from its tax loss carry forwards by a valuation allowance of an equal amount as the realization of the deferred tax asset is uncertain.

OFF BALANCE SHEET ARRANGEMENTS

We have 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.