SOURCE: Seamless Technology

December 01, 2005 09:00 ET

Seamless Technology Inc. Announces an Agreement to Acquire Online Development Associates

Acquisition Adds Search Engine Optimization and Internet Marketing Solutions to the Portfolio of MerchandiZer Ecommerce Suite of Products

MIAMI, FL -- (MARKET WIRE) -- December 1, 2005 -- Seamless Technology Inc.'s (OTC: SLSX) wholly own subsidiary, MerchandiZer Software Inc., announced today the signing of a letter of intent to acquire Online Development Associates and the addition of a control panel feature for search engine optimization of ecommerce websites. The new Online Development Department of MerchandiZer is expected to add to the exiting revenue of Seamless Technology an additional $1,334,933.00 in 2006.

As a result of its recently signed agreement with a 90-day option to acquire Online Development Associates (www.webpage-development.com), Merchandizer Software, Inc. (www.Merchandizer.com) unveiled plans for a two-pronged answer to the search engine placement dilemma and a creative new component to their online services portfolio -- the Office of Online Development ("OOD"). Software development began immediately following the signing of yesterday's agreement on an integrated software solution and a stand-alone version to bring the two spheres of successful ecommerce together for MerchandiZer merchants -- cutting-edge ecommerce software and effective, ethical website design and optimization for better performance in search engines.

The initial product improvement will be available exclusively to MerchandiZer existing merchants and future clients as a totally integrated plug-in package of uncomplicated yet effective tools. Focused and crafted to optimize a client's website's pages for maximum exposure in the search results, these tools are precise and are based on current search engine criteria (algorithms) and the rapid amendments to these algorithms. The second implementation of the new software will be a stand-alone version of the product and will be available to all ecommerce websites no matter what shopping cart system or hosting setup is used. Already bringing stunning results, the current suite of MerchandiZer products are paying off for many of MerchandiZer's clients, such as www.gotoforms.com which has over 40,000 products that are not only indexed in the search engines, but also placing very well in the organic results on the search results pages (SERPs). The agreement with Online Development means that these existing features will be greatly expanded and improved in 2006, debuting early in the year with an intuitive user interface and available personalized Online Development services. The MerchandiZer Software, Inc., / Online Development Associates agreement enables MerchandiZer Software, Inc, to keep abreast of the rapid changes in technology in the online marketing arenas.

Mr. Krister Martinez, President of the MerchandiZer Software subsidiary, in announcing the agreement to acquire Online Development Associates and the joint development of a proprietary control panel feature for online marketing and search engine optimization, stated: "We have been working very hard in the last few months to build on our award-winning software's reputation by adding an Online Marketing Control Panel feature to our software suite. Unlike our competitors, our software has integrated marketing tools that any merchant can use, and allows clients, like Gotoforms and many others, to have better exposure not only in the search engines organic search results, but also to use other online marketing strategies such as visitor categorization for better targeted campaigns. We are now focusing on our marketing development to bring the features of MerchandiZer and its Online Marketing Control Panel feature to a broadening client base in the next few months. This new proprietary Online Marketing Control Panel feature should allow the Company to achieve additional gross revenues of $1,334,933.00 in 2006."

ABOUT SEAMLESS TECHNOLGY INC.:

Seamless Technology is a public holding company for Internet-based technology companies. It presently owns two established technology companies with excellent industry name recognition and reputations. The Company has located other synergistic businesses that it intends to acquire prior to the end of 2005.

The first subsidiary owned by Seamless is Pinneast Inc. (www.pinneast.com), a eleven-year-old e-Learning services provider, which is one of the only e-Learning companies that survived the shakeout caused by the bursting of the Internet bubble, because of its large government and Fortune 500 clients. The Company will recognize gross revenues in 2005 of a minimum of $1.4 million with an EBITDA of approximately $400,000. The Company's projected revenues should increase to a minimum of $2.265 million in 2006 and $3.3 million in 2007, with projected EBITDA of $823,000 in 2006 and $1.347,402 in 2007. The Company has achieved a sustainable level of profitability due to the multi-year contracts that it has with its clients. Furthermore, the Company has a present order backlog exceeding $1.3m, including 2 contracts from the US Army. Other customers of Pinneast include Dow Chemical, Wachovia, Volvo Trucks, Delta Airlines and Johnson and Johnson, among others. The Company offers web based course management, learning management systems, LMS hosting and e-Learning technical support. Unlike its competitors, who offer a product that is one size fits all, Pinneast is capable of designing e-Learning products that are tailored to the specific needs of each client.

The second subsidiary is MerchandiZer Inc. (www.merchandizer.com), which is a seven-year-old eCommerce software company and service provider that provides end to end online services for small to medium-sized companies that want to expand their marketing to the Internet sales channel. The Company's clients number approximately 3,000, with such well-known names as Dole Plantations, Total Discount Vitamins, Go-To Forms and Kids Customs. The Company's software has been awarded the PC Magazine's Editor's Choice Award as tops in its field. The key feature of the software is that it allows users to add customized design features, as opposed to most of its competitors that require that the merchant/client have a store that looks like all other stores utilizing the same software. MerchandiZer keeps its software up-to-date with the latest advances in Internet marketing, and its ecommerce software has an exclusive Internet marketing feature built into its software that allows the merchants/clients to optimize their entire catalog and categories for search engines, and achieve very high ranking, including the first and second pages in the search engines, such as Google and Yahoo! MerchandiZer also provides a wide range of templates that enable web designers to customize sites. This allows merchants/clients, without design flair, to build a respectable looking eCommerce site by simply picking pre-packaged design themes, and then choosing from the 30 built-in templates designed to suit every catalog layout requirement. The Company also aids its clients with web promotion and online marketing services, including Search Engine Optimization that increases the presence of the site on the web, and thereby attracts more customers to the client's site. The Company will recognize gross revenues in 2005 of approximately $200,000 with an EBITDA of $50,000. The Company is projecting gross revenues in 2006 of $1,800,000 increasing to gross revenues of $2,572,000 in 2007, with a projected EBITDA of $723,385 in 2006 and $1,470,000 in 2007.

Seamless has consolidated gross assets of over $4,400,000 and net shareholders' equity of $3,100,000. The Company's consolidated revenues have increased from $388,000 in 2004, and a loss of ($451,000) to 2005 gross revenues of $1,600,000 and an EBITDA of $350,000. The Company, without considering the imminent strategic acquisitions mentioned above, is projected to increase gross revenues to $4,065,000 in 2006 and $4,873,000 in 2007, with projected EBITDA of approximately $1,366,000 in 2006 and 2,500,000 in 2007.

FORWARD-LOOKING STATEMENTS:

Statements about the Company's future expectations, including future revenues and earnings, and all other statements in this press release other than historical facts are "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as the term is defined in the Private Litigation Reform Act of 1995. The Company's actual results could differ materially from expected results. The Company undertakes no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances. Should events occur which materially affect any comments made within this press release; the Company will appropriately inform the public.

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