Seamless Technology Inc., a Holding Company for e-Learning and Internet Commerce Operations Completes Entry into Public Marketplace
Tuesday , November 01, 2005 09:00 ET
MIAMI, Nov 01, 2005 (BUSINESS WIRE) -- Seamless Technology Inc. (Pink Sheets:SLSX) (www.seamlesstech.com), today announced the completion of its merger with Fingerware Corporation, a publicly traded technology company, As part of the merger, the controlling shareholders of Seamless Technology have taken control of Fingerware Corp, and the name of the company has been changed to Seamless Technology Inc. As part of the merger, Seamless has received a $700,000 net equity infusion from the existing cash reserves of Fingerware.
Seamless Technology's is a market leader for e-Learning, e-Commerce and e-Business solutions. Seamless leverages the complementary, non-competing capabilities of its technology holdings to rapidly roll out new products and services ahead of its competition, and capture an increasing market share in its respective technology sectors. Wherever possible, Seamless also seeks to combine capabilities, such as adding e-Commerce to e-Learning, to rapidly exploit market opportunities. Today, Seamless Technology consists primarily, in addition to other minority holdings, of two established technology companies "Pinneast.com, Inc. and MerchandiZer Software, Inc."
Pinneast Inc. (www.pinneast.com) , a 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 clients of Pinneast include Dow Chemical, Wachovia, Volvo Trucks, Delta Airlines and Johnson and Johnson, among others. Analysts expect the e-Learning market to continue its growth over the next four years growing from approximately $11 billion in 2004 to approximately $15 billion in 2008 (Source: The Gartner Group).
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.
MerchandiZer Software Inc. (www.merchandizer.com), the second operating subsidiary of Seamless, 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. Since its inception MerchandiZer has provided e-commerce to all type of clients numbering 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 e-commerce 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 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, and is presently Nasdaq qualified. 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, 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. The Company will file its Form 10 to become a reporting company during the first quarter of 2006, and immediately apply for a Nasdaq listing. It anticipates to be listed on Nasdaq in the second quarter of 2006.
The Company has 18,172,000 common shares outstanding with 2,000,000 shares in the float. The Company has enough cash and operating cash flow to attain its immediate goals, and does not contemplate a capital raise until the later part of 2006.
The Company's management combines the talents of seasoned management, senior marketing and sales executives, technology experts and finance executives, which allows the Company to provide the best technology services available to its market segment, but still run the Company profitably.
In discussing the entry of the Company into the public marketplace, CEO and Chairman of the Board of SLSX, Mr. Borys Rafalowicz stated: "Entering the public marketplace at this time provides access to capital at a more reasonable cost than we have paid as a private company, as well as publicly traded shares that can be utilized in the various acquisitions that we have planned, and allows Seamless, and its operating subsidiaries, to continue executing our proven business model as we meet and exceed our revenue projections. The exposure that Seamless will receive as a publicly traded stock in the institutional arena will allow us to aggressively roll-up complimentary technology providers through synergistic acquisitions of companies with unique products and services, which compliment the needs of Seamless' customers. The Company anticipates making two such acquisitions in the near-term."
ABOUT SEAMLESS TECHNOLOGY 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 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 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. Since its inception MerchandiZer has provided eCommerce to all type of clients numbering 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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