SOURCE: Seamless Technology

November 22, 2005 09:35 ET

Seamless Technology to Acquire PurFusion Inc. and Affiliated Companies

Internet Marketing Company to Become Subsidiary of Seamless and Projected to Increase Consolidated Revenues by $2.6 Million in 2006

MIAMI, FL -- (MARKET WIRE) -- November 22, 2005 -- Seamless Technology Inc. (OTC: SLSX) announced today the execution of a definitive letter of intent to acquire 95% of the outstanding shares of PurFusion Inc. and PurFusion Worldwide Inc. and 100% of CreativeSparks.com in a combined stock and cash transaction valued in excess of $2 million. The transaction is expected to close the week of December 12th.

PurFusion Inc. (www.PurFusion.com) provides marketing tools to increase traffic, information and revenue for corporations, associations and the sport and the entertainment industry. The company's proprietary software allows its clients to establish a powerful on-line identity, and profit from real-time market demographic information. The company list of clients includes sport stars such as NBA All-Star Allen Iverson. Where the company co-designed his individual website and fulfills all eCommerce functions on the site. PurFusion will build a one-to-one marketing relationship with the fan base to achieve a better online experience with the Athlete while generating new and increased revenue streams. Among its business clients include Praxair, Mortgage Intelligence, Ensemble Travel, Honda, Bell Canada, Ad-Mobile, Saatchi & Saatchi, and CIM. PurFusion provided one or all of the following services: branded email, streaming video, business intelligence software, rich media, contesting, promotion and a variety of other unique Internet marketing tools.

The company is headed by Internet marketing expert Norman Farrar, who will continue to act as CEO of the company after its acquisition by Seamless. Mr. Farrar, age 43, brings a unique blend of youth, experience, energy and intelligence as founder of PurFusion Worldwide, Inc. Farrar's decorated entrepreneurial career spans back to 1991, where he served Madison Avenue Partners -- Canada's first publicly traded promotional company. There Farrar honed his skills while managing a fast-growing, rapidly changing work environment.

He used that as a springboard to become President of Angel Fish Marketing, where he developed that company into one of the largest promotional companies in North America, catering to Fortune 500 clients. There his clients included Nortel Network, Hershey, Mercedes Benz and 20th Century Fox. Farrar's ideas on systemizing all office procedures, streamlining costs and tightly managing profits led to gross margins of nearly 40%.

Since 1999, Farrar founded Creativesparks.com into a successful and unique portal for small- to medium-sized businesses. The site eliminates many of the day-to-day headaches for many Entrepreneurs so they can concentrate on their business strengths not weaknesses.

Since starting PurFusion Inc. in 2004, he has concentrated on developing and licensing proprietary software technology while creating a unique distribution channel for many distinctive marketing tools, on an exclusive basis, that provides the following features to its clients:

 1.  Develop Communication and Marketing Tools for Virtual Neighborhoods
 2.  Unique Personal Branded Email Solution
 3.  Compressed Video Streaming
 4.  Rich Media Development
 5.  Interactive PDF Video Brochure
 6.  Internet Contest and Survey Software
 7.  Viral Marketing Software
 8.  Database Growth and Management Tools
 9.  Several Search Engine Optimization Products
 10. Proprietary Neurographical Profile System
Borys Rafalowicz, the CEO of Seamless, in discussing the acquisition, stated the following: "We are happy to have a person of the quality of Norman join our management team, and look forward to incorporating much of PurFusion's technology in our existing suite of products. We were attracted to PurFusion, not only because of the high caliber of its existing clientele, but also because of our ability to integrate certain technology of PurFusion with our Internet ecommerce products and services offered by our subsidiary, Merchandizer Software Inc. Together we offer the best chance of small and medium-sized businesses to achieve critical mass through the Internet. Besides the projected $2.6 million of gross revenues that PurFusion brings to us in 2006 as a standalone company, we believe that its suite of products and services will enhance our existing client offerings with enhanced revenue features, thereby increasing the overall profitability of the group."

Norman Farrar, CEO of PurFusion Inc., in discussing his decision to join Seamless stated: "It is always difficult to come to the conclusion to sell a company that you have built from inception, but in order to achieve the critical size that we aspire to, we decided it was in everyone's best interest to combine with Seamless. The cost savings of the elimination of dual overhead related to marketing, accounting and programming, will allow the overall group to achieve a much higher gross margin than as individual companies. My attention will now be directed to providing the PurFusion suite of products and services to entertainment individuals and small and medium-sized companies, which will greatly enhance their exposure and profitability by establishing a significant presence on the Internet. My goal is to humanize the Internet. Our virtual communities will touch every business, association, sport and entertainment company in the country. PurFusion's products level the playing field for all companies, no matter how small their budget. This merger provides our customers with world-class web marketing tools and e-learning service that optimize their on-line presence. Our customers will experience a one-to-one marketing relationship and experience the Internet like never before. "

About Seamless:

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), an eleven-year-old e-Learning services provider, which is one of the only eLearning 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 Software 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.

The third subsidiary will be PurFusion Inc. PurFusion Inc. (www.PurFusion.com) provides marketing tools to increase traffic, information and revenue for Corporations, Associations and the Sport and Entertainment industry. The company enables its clients to establish a powerful on-line identity, and profit from real-time market demographic information. We provide an a la carte menu for marketing on the Internet while providing world class customer service. The company projects gross revenues in 2007 of $7.2 million with a projected EBITDA of $2.8 million.

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.

Seamless Technology Inc.
3155 NW82nd Avenue, Suite 200
Miami, Florida 33122
Phone: 305-477-8177
www.seamlesstech.com
www.pinneast.com
www.merchandizer.com

Contact Information

  • Investor Relations:

    Contact: Borys Rafalowicz, CEO
    Phone: 305-477-8177
    Email: borys@seamlesstech.com
    or
    Thomas Capital
    954-429-8789