SOURCE: Seamless Technology

May 24, 2007 10:40 ET

Seamless Technology Inc.'s CEO and Chairman Letter to Shareholders

MIAMI, FL -- (MARKET WIRE) -- May 24, 2007 -- Seamless Technology Inc. (PINKSHEETS: SLSX) (, CEO and Chairman, Borys Rafalowicz, today issued the following letter to Seamless Technology shareholders and interested members of the investment community.

May 22, 2007

Dear Fellow Shareholders,

The purpose of this letter is to provide an update for Seamless Technology shareholders and the investment community at large regarding recently completed corporate transactions. It will also give a brief overview and status report on Seamless Technology's business progress for the year 2006. We believe that we have met or exceeded several of our key milestones and are excited to communicate that to you.


As businesses continue to seek to find efficient, scalable and economical technology and e-business solutions; bundled technology applications and offerings continue to expand rapidly. Seamless Technology is now well positioned to become a significant player in the e-learning, multimedia, broadband, VoIP, web design, and e-commerce solutions marketplace. The events that have taken place within Seamless over the past 12 months have presented us with certain challenges. But they have also served to more properly align us for expansive growth. Our products are now fully developed. We have a solid reference base of customers and prospects, and we have an impressive and growing sales pipeline. With all of this in place, we can now focus much more of our energy on establishing the Seamless Holdings brand in the marketplace.

2006 Events

During this period, management focused on building its business strategy to identify new revenue sources for its two e-learning and e-commerce divisions, and strengthen its management team.

--  Pinneast, one of our wholly owned subsidiaries, was selected on the
    team of a $483 multi-million dollar multi-year Army contract and granted
    approximately $700,000 in revenue for 2006.  Pinneast continues to honor
    this commitment as of today and anticipates the award of a new contract for
--  Pinneast Unveiled "3rd Wave" e-Learning Technology with the latest
    Evolution in Software that Builds on e-Learning Standards and enables the
    rapid development of SCORM compliant courseware in standard web, tablet PC,
    or mobile formats.
--  Harvey Singh, current President of Instancy, and an internationally
    recognized visionary and authority on learning technology, has joined
    Pinneast as a member of its advisory board. Pinneast shares a reseller
    partnership relationship with Instancy to solidify this relationship.
--  Pinneast and SumTotal, the largest provider of talent, learning and
    business performance technologies and services, have partnered to provide
    content solutions for business and industry. Through its partnership with
    Pinneast, a leading developer of custom-e-Learning solutions, SumTotal is
    providing the critical capability of testing content interoperability to
    ensure global enterprises maximize the business benefits and ROI of their
    learning systems. This partnership has opened international opportunities
    for Pinneast.
--  Pinneast and Lee DuBois Technologies, Inc. (, one of
    our nation's most successful sales training companies, formed a joint
    venture for developing an online community dedicated to providing sales
    training solutions and products for business and industry.

MerchandiZer Software

To compete more effectively, the revenue and business model of this award winning e-commerce shopping cart software was reengineered to be a more robust full-featured package solution for online and offline transactions, online storefronts, web hosting/design, online development, and dedicated client solutions. Additionally this division successfully:

--  Partnered with a solid Data Center for the client-hosted facility
    management, security, and reliability guaranteed with an integrated domain
    management platform as well as eliminate the existing IT labor dependency.
    Completed a full customer base migration to the center which now guarantees
    99.99% uptime guarantee/reliability and enabled self-managed server racks
    to eliminate IT labor dependency.
--  Upgraded MerchandiZer (MZ) with new plug-in features for ease of
    shipping, payment systems, product catalog options, inventory, SEO tools,
    and customer profiling.  Also Revamped the MZ website with a new design for
    user navigation, sales conversion, and new product lines; and streamlined
    customer service and tech support channels for faster response rates.
--  Entered into a strategic alliance enabling scalable growth for
    hosting/e-commerce diversified platforms targeting small and medium
    enterprises for the private, commercial, and governmental sectors.  The
    partnership launched a low cost e-commerce product line (EZ Starter) for
    partners, customers, and end-users with over 3,500 ready-to-use web design
    templates and a self-start tool kit to establish a web presence or full e-
    commerce storefront for online merchants.
--  Developed and integrated the MZ Gate payment gateway to process and
    verify credit card payments online through our platforms built for partners
    and merchants to receive revenue share per every transaction processed
    through our gateway.
--  Integrated the e-commerce platforms with a server-based billing
    platform to automate billing, product provisioning, partner commission
    settlements, and account management; partnered with Tucows as our domain
    registration provider.
--  Partnered with strong reliable strategic vendors to cover the mass-
    scalable growth opportunity and leveraging of certain expertise.  The two
    hosting / e-commerce diversified platforms target the SME marketplace and
    dedicated, premium clients.
--  Employed an experienced MZ management team with expertise in shopping
    cart programming, web design, ecommerce, and customer service. The Vice
    President of Sales and Marketing was reassigned to fill in as Interim
    President of this division and established a working agreement with a world
    renowned Search Engine Optimization (SEO) expert as the key architect in
    SEO code and design to increase revenue for our customers and partners.
--  Launched a competitive, fully integrated, easy to use, low priced e-
    commerce platform through strategic partnerships with payment processors,
    online marketing and scalable sales infrastructure, and value-chain
    maximization with leading edge e-market technologies. MerchandiZer also
    will leverage its strategic partnerships with a wide range of industry &
    trade organizations to increase its global client base.
In the next 1-3 years, we expect parabolic growth from our gateway transactional and merchant account residuals as well as revenue growth from the development of Independent Resellers, Preferred Partners, revenue sharing with dedicated clients, SEO architecture and management packages, and other revenue streams utilizing traditional and online marketing channels.


To strengthen our management team during 2006 we added a seasoned CFO/COO who has been instrumental in establishing financial austerity, controls and reporting, and we added a new Vice President of Sales & Marketing to develop new channels of revenue. Both of them have contributed significantly to the reengineering of our e-commerce platform and to the redesign of our corporate strategy and identity as a technology solutions holding entity.

In April 2006, I and another original founder and major shareholder recapitalized and strengthened the Company's financial position with a $1,700,000 debt conversion. Our commitment demonstrates our long term loyalty and commitment to the success of our growing company. Subsequent to this original recapitalization, the Company has enjoyed receiving an additional $600,000 in investment contributions from the same.

We expanded the Company's Board of Directors with two new members, one with extensive multinational senior managerial and operational experience; and the other the president of a wealth management and investment counseling organization, international investment advisor and former banking executive.

Financial Results

2006 was our first year as a non-reporting Pinksheets public company. It was the mandate of the Board of Directors to increase our reporting disclosures and transparency to the public investment community and accordingly, along with the hiring of a financial executive we proceeded with audits of our financial records. We are also proceeding to apply immediately, upon completion of our 2006 audit, for one of the new Pinksheets Exchange OTCQX Premium Tier Listings that will provide more current disclosures. Summarized financial information for years 2004, 2005 and 2006 are presented below:

                                    2004           2005           2006
                                -----------    -----------     -----------
                                   audited        audited       unaudited

Current Assets                  $   195,927    $   888,817     $   427,065
Net Fixed Assets                  1,597,035      1,108,896         275,779
Other Assets                      1,617,774      1,713,290       1,768,957
                                -----------    -----------     -----------
Total Assets                    $ 3,464,736    $ 3,711,003     $ 2,471,801
                                -----------    -----------     -----------

Total Liabilities               $ 2,097,820    $   144,576     $   184,444
                                -----------    -----------     -----------
Total Stockholders' Equity      $ 1,366,916    $ 3,566,427     $ 2,287,357
                                -----------    -----------     -----------

Net Revenues                    $   811,849    $ 1,237,037     $ 1,005,050
                                -----------    -----------     -----------

Net Income (Loss)               $  (927,845)   $  (733,444)    $(1,638,077)
                                -----------    -----------     -----------

EPS                             $     (0.06)   $     (0.05)    $     (0.06)
                                -----------    -----------     -----------
Net Revenues for 2006 as compared to 2005 decreased approximately $232,000 or 19% primarily as a result of limited availability of funding for e-Learning services under the Army contract due to Department of Defense budgeting pressures, and a standstill on revenue growth from our e-commerce division during the period of reengineering the divisions operations and platform. Net Loss for 2006 increased from 2005 due to approximately $400,000 in non-cash stock compensation to management and employees, $196,000 in increased management hiring and $300,000 in public cost and investor relations and promotions.

Net Fixed Assets for 2005 to 2006 decreased approximately $800,000 from (a) the unwinding of the office condo and return of equity ($378,000) and (b) continued depreciation and amortization of $422,000, primarily on the e-commerce software platform.

Seamless Technology Business Plan and Status

We are intensifying our focus on the acquisition, development and operation of Internet-based technology companies. Our strategy is to achieve synergistic growth by growing and "rolling up" companies with complementary current and emerging technologies in order to offer unique products and services to its customers. We intend to leverage each of our subsidiary's strengths to provide a suite of Internet-based services for companies seeking to strengthen their online presence and maximize their revenue growth utilizing a seamless integration of bundled applications provided by a full-feature business partner.

To highlight current initiatives and corporate transactions that follows our foregoing business strategy our company:

--  Signed an exclusive agreement with United National (Russian)
    Technologies, Ltd. (URT), a private Russian company based in Moscow. Under
    the Agreement our two companies formed United Russian Technologies, Inc., a
    U.S. based joint venture, for providing intellectual property and services
    from leading Russian science and research laboratories to commercial
    markets in the Americas and Europe. Our joint venture company has the
    exclusive rights to market and license URT products and services in North
    America, South America, Central America, the Caribbean, and the United
--  Targeted three companies involved with high tech sales and telecom
    infrastructure, e-marketing, and a point of sales hardware/software
    industry for acquisition in order to complement our product and market
    reach. We executed a strategic alliance with one of these companies to
    distribute our ecommerce and communications platforms through their sales
    channels (i.e. ISP, CLEC, Independent Agents).
--  Expanded our telecom offerings with the execution of national
    partnership and master distribution agreements with a national top-tier
    broadband communications provider and a leading VOIP provider.
--  Signed an exclusive agreement with a California-based sports
    entertainment company launching the world's first Brazilian Jujitsu
    grappling league as their e-commerce provider for their internet portal,
    online store with logistics/fulfillment and shipping of merchandize to
    marshal arts fans worldwide.
--  Established a strategic alliance with a major medical discount plan
    provider in South Florida to become their exclusive technology partner for
    their local area networks, ecommerce portal, online marketing, and other
    technology services.
--  Continues to strengthen our senior management team with the addition
    of an Interim President and Chief Technology Officer; and expansion of
    three senior business advisors, a former Wall Street economist and often
    called the "grandfather of hedging" and author of various books, an
    international financial executive and a seasoned financial adviser.

Our management team is focused on building long-term shareholder value by building competitive products and growing profitable sales as quickly as we can. We are planning multiple initiatives beginning this quarter to heighten investor and general public awareness of Seamless Technology brand products and competitive positioning in the e-learning, ecommerce, multimedia and telecom scenes.

We look forward to a great 2007 and thank our investors, customers, employees and our community of vendors and suppliers for their faith and support during this last year.

Borys Rafalowicz
CEO and Chairman
305-477-8177 ext 103
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Seamless Technology is a publicly traded holding company that focuses on the acquisition, development and operating of 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 soon, subject to completion of financing.

The first subsidiary owned by Seamless is, Inc. (, an eleven-year-old e-Learning services provider which offers custom web based learning and education, learning management systems, LMS hosting, off the shelf courses 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 Company has a present order backlog including contracts from the US Army and was selected as part of a defense contractor team for the United States Army's Distributed Learning Education and Training Products (DLETP) program. The total contract is estimated at a total value of $483 million over the next five years. Other customers of Pinneast include Dow Chemical, Wachovia, Citigroup, First Data, California Courts, and GlaxoSmithKlein, among others.

The second subsidiary owned by Seamless is MerchandiZer Software, Inc. (, a seven-year-old e-Commerce software company and service provider of end-to-end online storefront and shopping cart services for small to medium-sized companies that want to expand their marketing presence on the Internet sales channel. Over the years the Company's software has been awarded various industry recognition awards, and includes custom design features such as templates that enable web designers to customize sites, as well as an exclusive Internet marketing feature that allows the merchants/clients to optimize their entire catalog for search engines. The software has also been recently reengineered to be highly scalable and meet the demands of exponential growth. The Company primarily services small to medium businesses and its clients include brand name companies such as Dole Plantations, Total Discount Vitamins, Go-To Forms and Kids Customs.

The third subsidiary is United Russian Technologies, Inc. (URT), a U. S. joint venture company incorporated in Florida in 2006 and owned 50/50% by Seamless and URT (Russia), a private Russian company founded by Evgeny Babayan, former head of the Russian Academy of Science (RAS) Innovation Dept, to provide intellectual property and services from leading Russian science and research laboratories to commercial markets in the Americas and Europe.


Statements about the Company's future expectations, including future revenues, plans, estimates, projections 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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