-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KJ07Lnl1PzUBtFi0ZSq4M79ZuDc2oZ98xe4bhEmxT9JxF/PteYeL+zaLlMf+LYT/ pdWjFK16JVa8UiI0wFMPzQ== 0001077048-04-000335.txt : 20040820 0001077048-04-000335.hdr.sgml : 20040820 20040819174306 ACCESSION NUMBER: 0001077048-04-000335 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEFT RIGHT MARKETING TECHNOLOGY INC CENTRAL INDEX KEY: 0000278165 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 020314487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-09047 FILM NUMBER: 04987147 BUSINESS ADDRESS: STREET 1: 6600 AMELIA EARHART CT CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7022604700 MAIL ADDRESS: STREET 1: 6600 AMELIA EARHART CT CITY: LAS VEGAS STATE: NV ZIP: 89119 FORMER COMPANY: FORMER CONFORMED NAME: LEFT RIGHT MAKETING TECHNOLOGY INC DATE OF NAME CHANGE: 20030815 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL GAMING & TECHNOLOGY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GAMEX INDUSTRIES INC DATE OF NAME CHANGE: 19890928 10QSB 1 leftright63004-10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-QSB

 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: June 30, 2004

 

Commission file number 0-9047

 

LEFT RIGHT MARKETING TECHNOLOGY, INC.

(Exact name of small business issuer as specified in its charter)

 

Delaware   

 02-0314487

(State or other jurisdiction of   

 (I.R.S. Employer

incorporation or organization)   

 Identification Number)

 

6600 Amelia Earhart Court

Las Vegas, Nevada   

 89119

(Address of Principal Executive Offices)   

 (Zip Code)

 

(702) 260-9305

(Issuer's telephone number, including area code)

 

 

Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes X No ____

 

The number of shares of Common Stock, $0.001 par value, outstanding on June 30, 2004, was 50,389,512 shares.

 

Transitional Small Business Disclosure Format (check one):

 

Yes ___     No X

 

 

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

 

LEFT RIGHT MARKETING TECHNOLOGY, INC.

(formerly Global Gaming Technology, Inc.)

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

 

 

ASSETS

(Unaudited)

June 30, 2004

 

December 31, 2003

Current Assets

   Cash

$                                      -

$                                       -

   Accounts receivable

161

-

   Inventories

24,469

-

   Prepaid expenses

4,800

-

      Total current assets

29,430

-

Property and equipment

264,511

-

Other Assets

   Advances to Crazy Grazer.com, LLC

-

622,199

   Advances to Hall Communications, a related party

135,218

-

   Advance to DS Properties, a related party

186,526

-

   Less allowance for doubtful accounts

(321,744)

(559,979)

      Total other assets

-

62,220

TOTAL ASSETS

$                            293,941

$                              62,220

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

   Accounts payable

$                        1,803,667

$                           609,823

   Accounts payable - related party

127,721

52,149

   Other current liabilities

553,084

63,669

      Total current liabilities

2,484,472

725,641

STOCKHOLDERS' DEFICIT

   Preferred stock

950

-

   Common stock

50,760

43,193

   Additional paid in capital

2,035,939

725,256

   Deficit accumulated during the development stage

(4,278,180)

(1,431,870)

      Total stockholders' deficit

(2,190,531)

(663,421)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$                            293,941

$                              62,220

 

 

The accompanying notes are an integral part of these financial statements

 

 

LEFT RIGHT MARKETING TECHNOLOGY, INC.

(formerly Global Gaming Technology, Inc.)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(unaudited)

 

(Unaudited) Consolidated Three months ended June 30, 2004

(Unaudited) Three months ended June 30, 2003

(Unaudited)

Consolidated Six months ended June 30, 2004

 

(Unaudited) Six months ended June 30, 2003

(Unaudited) Inception through March 31, 2004

Revenue

$                        -

$                   -

$                     -

$                 -

$                     -

Costs and Expenses:

   Salaries, wages and other payroll related costs

 

359,780

 

2,725

 

1,606,035

 

7,650

1,782,758

   Provision for bad debt (recovery)

(517,852)

-

(238,235)

-

321,744

   Professional and consulting fees

1,053,450

875

1,079,690

3,375

1,507,290

   General and administrative

344,682

25,378

397,628

69,058

650,341

   Interest

862

17,281

1,192

34,400

16,047

1,240,922

46,259

2,846,310

114,483

4,278,180

Net (loss)

$       (1,240,922)

$       (46,259)

$    (2,846,310)

$   (114,483)

$    (4,278,180)

Net income (loss) per share - basic and fully diluted

 

$                (0.03)

 

$           (0.01)

 

$             (0.06)

 

$         (0.02)

 

$             (0.31)

Average shares outstanding

 

48,487,612

 

5,266,212

 

46,976,612

 

5,266,212

 

13,910,492

 

 

The accompanying notes are an integral part of these financial statements

 

 

LEFT RIGHT MARKETING TECHNOLOGY, INC.

(formerly Global Gaming Technology, Inc.)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

 

(Unaudited)

Six months ended June 30, 2004

(Unaudited)

Six months ended June, 2003

(Unaudited) Inception through June 30, 2004

Cash flows from operating activities

Net (Loss)

$                (2,846,310)

$                 (103,458)

$                (4,278,180)

Items not affecting cash flows

   Increase in prepaid expenses

(4,800)

-

(4,800)

   Provision for bad debts (recovery)

(238,235)

--

321,744

   Increase in accounts payable and accrued expenses

2,956,534

54,900

3,373,624

     Net cash provided by (applied to) operating activities

(132,811)

(48,558)

(587,612)

Cash flows from financing activities

   Increase in other assets

-

(200)

-

   Advances to related parties

(484,407)

49,158

(1,106,606)

   Purchase or property and equipment

(5,882)

-

(5,882)

     Net cash provided by (applied to) investing activities

(490,289)

48,958

(1,112,488)

Cash flows from financing activities

   Proceeds from sale of common stock

623,100

-

1,700,100

     Net cash provided by financing activities

623,100

-

1,700,100

Net increase (decrease) in cash

-

400

-

Cash at Beginning of period

-

-

-

Cash at end of period

$                                  -

$                           400

$                                  -

Supplemental Disclosures of non cash transactions:

   Payment of accounts payable and accrued expenses with stock

$                   4,100,000

$                               -

$                   5,302,450

   Assets acquired through merger

$ 283,259

$                               -

$                      283,259

   Assumption of liabilities in excess of assets from merger

$                   1,773,159

$                               -

$                   1,773,159

 

 

The accompanying notes are an integral part of these financial statements

 

 

LEFT RIGHT MARKETING TECHNOLOGY, INC.

(formerly Global Gaming Technology, Inc.)

Notes to Condensed Consolidated Financial Statements

 

In the opinion of management, the accompanying balance sheet at June 30, 2004 and the related statements of operations and cash flows for the three months and six months ended June 30, 2004 and 2003 and inception through June 30, 2004 include all adjustments necessary for the fair presentation.

 

Note 1 - Going Concern

 

The accompanying statements have been presented under the assumption that the Company will remain a going concern. The Company has incurred significant losses and its liabilities exceed its recorded assets. Accordingly, its ability to remain a going concern is subject to its ability to raise additional capital and/or continued co-operation from its creditors.

 

Note 2 - Merger and Consolidation

 

The Company entered into an agreement to acquire all of the assets and assume all of the liabilities of a limited liability company, CrazyGrazer.com, LLC in exchange for preferred stock. The acquisition, effective April 26, 2004, has been accounted for as a purchase. Due to certain common ownership of CrazyGrazer.com, LLC and the majority stockholder of the Company, there has been no adjustment to any assets of CrazyGrazer.com, LLC. No goodwill has been recorded as a result of the transaction. Liabilities assumed in excess of the historical basis of assets have been recorded as a reduction of additional paid in capital.

 

The Balance sheet as of June 30, 2004 included the accounts and records of the Company and its wholly owned subsidiary, CrazyGrazer.com, LLC. The results of operations and cash flows include the consolidated results since acquisition. All intercompany accounts and transactions have been eliminated since acquisition.

 

The following proforma balance sheet gives effect to the merger as had it occurred December 31, 2003:

 

As presented 

December 31, 2003

 

Proforma adjustments

Proforma

December 31, 2003

Current assets

$                                       -

$                 10,309

$                               10,309

Property and equipment

-

248,964

-

Other assets

62,220

22,211

-

$                              62,220

$                281,484

$                                10,309

Current liabilities

$                            725,641

$                819,993

$                           1,545,634

Long-term debt

-

-

-

Stockholder's deficit

(757,809)

(538,509)

(1,201,930)

$                             164,200

$                 281,484

$                              343,704

 

 

LEFT RIGHT MARKETING TECHNOLOGY, INC.

(formerly Global Gaming Technology, Inc.)

Notes to Condensed Consolidated Financial Statements

 

Note 2 - Merger and Consolidation, continued

 

The following proforma schedule gives effect to the results of operations as had the six months ended June 30, 2004 as had the merger been completed as of December 31, 2003.

 

 

As recorded

Proforma adjustments

 

Proforma

Revenues

$                          -

$                  2,054

$                  2,054

Costs and expenses

2,846,310

362,300

3,208,610

Net (loss)

$         (2,846,310)

$            (360,246)

$        (3,206,556)

 

 

FORWARD-LOOKING STATEMENTS

 

        This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

 

        Forward-looking statements may include the words "may," "could," "will," "estimate," "intend," "continue," "believe," "expect" or "anticipate" or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

 

        Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any or our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

  • Our current deficiency in working capital;

  • increased competitive pressures from existing competitors and new entrants;

  • increases in interest rates or our cost of borrowing or a default under any material debt agreements;

  • deterioration in general or regional economic conditions;

  • adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

  • loss of customers or sales weakness;

  • inability to achieve future sales levels or other operating results;

  • the unavailability of funds for capital expenditures; and

  • operational inefficiencies in distribution or other systems.

        For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see "Factors That May Affect Our Plan of Operation" in this document and "Risk Factors" in our Annual Report on Form 10-KSB for the year ended December 31, 2003.

 

 

Item 2. Plan of Operation.

 

Overview

 

        Left Right Marketing Technology, Inc. a Delaware corporation ("LRMK"), formerly named Global Gaming Technology, Inc., was incorporated in 1973. Prior to June of 2003 we had been involved in various businesses, which were unsuccessful. On June 30, 2003, we executed a binding letter of intent, which in September of 2003 resulted in a merger with Left Right Marketing & Technology, Inc., a private corporation ("LRMT"). LRMT controlled an option to acquire Crazy Grazer, LLC, a Nevada limited liability company ("Crazy Grazer"), which owns the website www.CrazyGrazer.com, a brand-centric, customer-friendly online shopping mall. In anticipation of closing of the merger with LRMT, on July 30, 2003, we filed an amendment to our Certificate of Incorporation to effectuate (i) a name change to Left Right Marketing Technology, Inc., (ii) a 1 for 5 reverse split of our outstanding shares of common stock, and (iii) increase our authorized shares of common stock to 100,000,000 shares, $0.001 par value, and 25,000,000 shares of preferred stock, $0.001 par value. We entered into a binding letter of intent with Crazy Grazer on September 29, 2003 and a revised binding letter of intent on March 8, 2004, which included the merger/acquisition of Hall Communications, Inc., a Nevada corporation. A copy of the original letter of intent with Crazy Grazer was attached as an exhibit to the Form 10-KSB filed on October 1, 2003, and the revised letter of intent was filed as an exhibit to the Form 8-K filed on March 19, 2004.  On April 30, 2004, we executed an amendment to the letter of intent to extend the merger closing date of Hall Communications, Inc. to occur on or before October 31, 2004.  A copy of the amendment is attached hereto as an exhibit.

 

        Effective April 26, 2004, we completed a reverse tri-party merger among LRMT and Crazy Grazer, whereby we issued 950,000 shares of our Series A Preferred Stock in exchange for 100% of the membership interests of Crazy Grazer. The shares of Series A Preferred are convertible into shares of our common stock based upon certain milestones achieved by Crazy Grazer. The actual milestones and conversion ratios are set forth in the Certificate of Designation attached as an exhibit to the Form 8-K filed on May 6, 2004. Pursuant to the terms of the merger, Crazy Grazer merged with LRMT wherein LRMT ceased to exist and Crazy Grazer became our wholly owned subsidiary. Following closing of the merger, Crazy Grazer changed its name to CrazyGrazer.com, Limited Liability Company. A copy of the Certificate of Merger among the Company, LRMT and CrazyGrazer.com was filed as exhibit to Form 8-K filed on May 6, 2004.

 

        Richard M. (Mick) Hall was the sole member of CrazyGrazer.com, as such Mr. Hall was the sole recipient of the 950,000 shares of Series A Preferred Stock. Mr. Hall is our current CEO, President and majority stockholder. Mr. Hall abstained as to any voting as a director of the Company on the Merger.

 

        As we were not a constituent corporation to the merger, under current Delaware law, a vote of its stockholders to approve the merger was not required.

 

        We intend to continue the operations of CrazyGrazer.com as our wholly owned subsidiary, as more fully described below.

 

        On June 9, 2004, we executed a Letter of Intent with NEOLINK Wireless Content, Inc., a Nevada corporation. The Letter of Intent outlines the basic parameters under which NEOLINK would agree to be acquired by us. We are working 

 

 

together with NEOLINK to perform the necessary due diligence that will allow both parties to sign a definitive agreement, which will provide the specific details regarding the terms and conditions of the acquisition. Upon completion of a definitive agreement we will file a Form 8-K.

 

        As of June 30, 2004, the Company had assets of $239,941, and $2,484,472 of liabilities; resulting in a stockholder's deficit of $(2,190,531).

 

CrazyGrazer.com's Plan of Operation

 

        Our plan of operation will be based upon CrazyGrazer.com's business as a wholly owned subsidiary of the Company. CrazyGrazer.com is positioned to create a unique online shopping experience that leverages the equity and affinity built by the world's leading brands in a way that heightens consumer confidence of shopping online and ultimately leads to a more comfortable and natural purchasing decision.

 

        At CrazyGrazer.com, we view every computer as a potential CrazyGrazer.com storefront and an opportunity to deliver the content of our site to our customers. The site has been developed to be fun and user friendly, to encourage a feeling of "community", and, ultimately, to provide customers with access to over 2 million products.

 

        CrazyGrazer.com proposes to cut through some of the existing Internet clutter by utilizing proprietary promotional capabilities to gain access to a wide television and radio audience at cost effective-rates.

 

        CrazyGrazer.com will also provide access points to our store through the to be developed CrazyGrazer.com Public Access Kiosks and by enabling hotel guests to shop via CrazyGrazer.com's planned Hotel Shopper. In particular, the bright orange kiosks will enable shoppers who do not have access to personal computers or credit cards to shop online. At the same time, kiosks will provide a differentiated method of promoting the Crazy Grazer website by their very public presence.

 

        Extending through all of these efforts, CrazyGrazer.com will be committed to providing the highest levels of customer service. This will include the ability for customers to call CrazyGrazer.com in order to place orders, ask product questions, and inquire about order status. We believe customer service will further differentiate CrazyGrazer.com to consumers who are typically frustrated by their inability to personally contact websites.

 

        CrazyGrazer.com's brand-centric approach, customer focus and new offerings such as kiosk access to the Internet, is being designed to create a new buzz in the e-commerce space.

 

Satisfaction of our cash obligations for the next twelve months.

 

        We plan on satisfying our cash obligations required for expansion over the next twelve months through additional equity and/or third party financing. Our officers and directors have been working on various methods of capitalizing the Company; however as of this date we do not have equity or debt financing secured. Based upon the receipt of funds from one or more private placements sufficient enough to implement our plan of operation, we anticipate generating revenues sufficient to satisfy 

 

 

our monthly working capital and corporate expense requirements within the next nine months and to remain cash flow positive on a quarterly basis from that point forward. Based upon the CrazyGrazer.com merger and the successful execution of the business plan, we anticipate the need for approximately $8.5 million over the next twelve (12) months, which we intend to utilize for marketing, website development, infrastructure requirements, general working capital and additional computer software and hardware.

 

        A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We have eliminated some of our debt through the conversion of equity for debt, and obtained some cash through equity sales of our common stock, which sales have occurred as a result of the contacts of our officers and directors on a private placement basis. The transactions were as follows:

  • On September 29, 2003 we entered into Equity-For Debt Exchange Agreements with two creditors wherein we agreed to issue 800,000 shares of restricted common stock in exchange for $2,249,491.11 in current debt. The shares were issued on April 14, 2004.

  • From October through December 2003 we sold 226,900 shares of our common stock to private investors introduced by our officers and directors in exchange for $226,900, 70,000 of the shares have not yet been issued.

  • In February 2004 we sold 700,000 shares of restricted common stock to private investors introduced by officers and directors in exchange for $300,000.

        We do not anticipate enough positive internal operating cash flow until such time as we can generate substantial revenues from operations of CrazyGrazer.com, which is anticipated to occur in the next nine months. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to cease or significantly curtail our operations and fund expansion solely through existing business cash flow generation. This would materially impact our ability to meet the objectives contained in our business plan.

 

        Our near term cash requirements are anticipated to be offset through the receipt of funds from private placement offerings and loans obtained through private sources. Since inception, we have financed cash flow requirements through debt financing and issuance of common stock for cash and services. As we expand operational activities, we may continue to experience net negative cash flows from operations, pending revenues from online sales, and will be required to obtain additional financing to fund operations through securities offerings and debt borrowings to the extent necessary to provide working capital.

 

        Over the next twelve months we believe that existing capital and anticipated funds from operations will not be sufficient to execute our planned expansion. Consequently, we are required to seek additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities. No assurance can be made that such financing would be available, and if available it may take either the form of debt or equity. In either case, the financing could have a negative impact on our financial condition and our stockholders.

 

 

        We anticipate incurring operating losses over the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets such as technology related companies. Such risks include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks we must, among other things, raise sufficient working capital to implement our plan of operation, obtain a customer base, implement and successfully execute our business and marketing strategy, continue to develop and upgrade technology and products, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

 

Going Concern

 

        The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern. The Company's cash position is inadequate to pay all of the costs associated with its operations. Management intends to use borrowings and security sales to mitigate the effects of its cash position, however no assurance can be given that debt or equity financing, if and when required will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.

 

Summary of any product research and development that we will perform for the term of our plan of operation.

 

        We do not anticipate the requirement of any product research or development in the next twelve months.

 

Expected purchase or sale of plant and significant equipment.

 

        Our business plan anticipates the purchase of computer equipment necessary to implement the Public Access Kiosk segment of our business plan. We anticipate the purchase of the computer equipment, as required by us in the event cash is available either through operational cash flow or additional equity financing. We would anticipate the purchase of additional computer software and hardware commensurate with the implementation of an e-commerce business, which is included in the $8.5 million discussed above.

 

Significant changes in the number of employees.

 

        We currently employ 16 full time employees. Since we have successfully acquired CrazyGrazer.com we anticipate the need to hire, upon receipt of adequate funds to be used as working capital, an additional 95 full time employees over the next 12 months.

 

 

Off-Balance Sheet Arrangements

 

        We do not have 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, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

FACTORS THAT MAY AFFECT OUR PLAN OF OPERATION

 

        Our common shares are considered speculative. Prospective investors should consider carefully the risk factors set out below.

 

We are uncertain we will be able to obtain additional capital necessary to continue our business.

 

        We incurred a net loss for the year ended December 31, 2003 of $(1,431,870), and for the period ended June 30, 2004 of $(1,240,922). As a result of these losses and negative cash flows from operations, our ability to continue operations will be dependent upon the availability of capital from outside sources unless and until we achieve profitability.

 

        We will depend almost exclusively on outside capital to pay for the deficit in our working capital. Such outside capital may include the sale of additional stock, loans from our officers and directors, and/or commercial borrowing. There can be no assurance that capital will continue to be available if necessary to meet these continuing operational costs or, if the capital is available, it will be on terms acceptable to our company. The issuances of additional equity securities by our company could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our company's liabilities and future cash commitments. If we are unable to obtain financing in the amounts and on terms deemed acceptable, our business and future success may be adversely affected.

 

        As a result of our deficiency in working capital at June 30, 2004 and other factors, our auditors have included a paragraph in their report regarding substantial doubt about our ability to continue as a going concern. Our plans in this regard are to seek additional funding through equity and/or debt offerings and future equity private placements or debt facilities.

 

Since our shares are thinly traded, and trading on the OTC Bulletin Board may be sporadic because it is not an exchange, stockholders may have difficulty reselling their shares.

 

        Our common shares are currently listed for public trading on the Over-the-Counter Bulletin Board. The trading price of our common shares has been subject to wide fluctuations. Trading prices of our common shares may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with limited business operations. There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common shares, regardless of our operating performance.

 

 

        In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources.

 

Because our common stock is deemed a low-priced "Penny" stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.

 

        Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:

  • Deliver to the customer, and obtain a written receipt for, a disclosure document;

  • Disclose certain price information about the stock;

  • Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;

  • Send monthly statements to customers with market and price information about the penny stock; and

  • In some circumstances, approve the purchaser's account under certain standards and deliver written statements to the customer with information specified in the rules.

        Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.

 

Once our operations and website is launched, we intend to rely on bandwidth providers, data centers or other third parties for key aspects of the process of providing products and services to our users, and any failure or interruption in the services and products provided by these third parties could harm our ability to operate our business and damage our reputation.

 

        We intend to rely on third-party vendors, including data center and bandwidth providers. Any disruption in the network access or co-location services provided by these third-party providers or any failure of these third-party providers to handle current or higher volumes of use could significantly harm our business. Any financial or other difficulties our providers face may have negative effects on our business, the nature and extent of which we cannot predict. We exercise little control over these third party vendors, which increases our vulnerability to problems with the services they provide. We intend to license technology and related databases from third parties to facilitate aspects of our data center and connectivity operations. We have experienced and expect to continue to experience interruptions and delays in service and availability for such elements. Any errors, failures, interruptions or delays experienced in connection with these third-party technologies and information services could negatively impact our relationship with users and adversely affect our brand and our business and could expose us to liabilities to third parties.

 

 

        Our systems are also heavily reliant on the availability of electricity, which also comes from third-party providers. If we were to experience a major power outage, we would have to rely on back-up generators. These back-up generators may not operate properly through a major power outage and their fuel supply could also be inadequate during a major power outage. This could result in a disruption of our business.

 

Interruption or failure of our information technology and communications systems could impair our ability to effectively provide our products and services, which could damage our reputation and harm our operating results.

 

        Our provision of our products and services depends on the continuing operation of our information technology and communications systems. Any damage to or failure of our systems could result in interruptions in our service. Interruptions in our service could reduce our revenues and profits, and our brand could be damaged if people believe our system is unreliable. Our systems are vulnerable to damage or interruption from earthquakes, terrorist attacks, floods, fires, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems, and similar events. Our data centers may be subject to break-ins, sabotage and intentional acts of vandalism, and to potential disruptions if the operators of these facilities have financial difficulties or our current undercapitalization renders us incapable of paying for their services. It is anticipated that some of our systems will not be fully redundant, and our disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster, a decision to close a facility we are using without adequate notice for financial reasons or other unanticipated problems at our data centers could result in lengthy interruptions in our service.

 

        We have experienced system failures in the past and may in the future. For example, in October 2003 we attempted to launch the Crazy Grazer.com website, which due to higher than anticipated visitor traffic crashed our site. Any unscheduled interruption in our service puts a burden on our entire organization and would result in an immediate loss of revenue. If we experience frequent or persistent system failures on our websites, our reputation and brand could be permanently harmed. The steps we have committed to take to increase the reliability and redundancy of our systems are anticipated to be very expensive, will reduce our operating margin and may not be successful in reducing the frequency or duration of unscheduled downtime.

 

We must continually update our websites and those of our subsidiaries in order to meet customer demand anticipated with our plan of operation. Failure to implement these upgrades may have a material adverse impact on our operations and financial results.

 

        We must constantly add new hardware, update software and add new engineering personnel to accommodate the increased use of our and our subsidiaries' websites and the new products and features we intend to regularly introduce. This upgrade process is expensive, and the increased complexity of our websites increases the cost of additional enhancements. If we are unable to upgrade our technology, features, transaction processing systems, security infrastructure, or network infrastructure to accommodate increased traffic or transaction volume, our business could be harmed. Adverse consequences could include unanticipated system disruptions, slower response times, degradation in levels of customer support, impaired quality of users' experiences of our services, and delays in reporting accurate financial information. We may be unable to effectively upgrade and expand our systems in a timely manner or to integrate smoothly with our existing systems any newly developed or purchased technologies or businesses. We are in the midst of significant multi-year projects to implement our plan of operation and enhance our current technical architecture. If these projects are not successful, our business could be harmed. We have experienced periodic unscheduled downtime. Continued unscheduled downtime would harm our business and also could anger users of our websites and reduce future revenues.

 

 

Item 3. Controls and Procedures.

 

        We are a development stage company with no revenues and during the period covered by this quarterly report our officers and directors had responsibility for our internal controls and procedures over our financial reporting.

 

        We have implemented and maintain disclosure controls and procedures which consist of: the control environment, risk assessment, control activities, information and communication and monitoring. Our scope of internal control therefore extends to policies, plans procedures, processes, systems, activities, initiatives, and endeavors required of a company with our limited transactions, expenses, and operations. These controls and procedures are designed to ensure that the information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules.

 

        There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect the controls subsequent to the date of the evaluation referenced below.

 

        Within 90 days prior to the date of this report, we carried out an evaluation, under the supervision of our chief executive and chief financial officers, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, our chief executive and chief financial officers concluded that, given our limited operations, our disclosure controls and procedures were effective.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

        None

 

Item 2. Changes in Securities.

 

        On April 22, 2004, we amended our 2004 Stock Compensation Plan to increase the number of shares issuable under the Plan from 782,000 to 4,882,000. The 4,882,000 shares of common stock were registered on Form S-8 on April 23, 2004.

 

 

        On April 23, 2004, we issued 100,000 shares of our common stock in exchange for legal services. The shares were issued and registered on Form S-8 on April 23, 2004. We believe that the issuance and sale of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2).

 

        On April 26, 2004, we agreed to issue 950,000 series A preferred shares to Mr. Hall, as part of the CrazyGrazer.com merger completed on April 26, 2004. The 950,000 preferred shares will not be registered under the Securities Act of 1933, as amended ("Act"), but will be issued in reliance upon the exemption from registration provided by Section 4(2) of the Act, on the basis that the transaction did not involve a public offering. The certificate evidencing the shares will bear a customary form of investment legend and may not be sold, pledged, hypothecated or otherwise transferred unless first registered under the Act or pursuant to an available exemption from such registration requirements.

 

        In April 2004, we sold a total of 145,000 shares of our restricted common stock to 3 accredited investors. 90,000 shares were sold at $0.84 per share for a total purchase price of $75,600, all of which was paid in cash and 55,000 shares were sold at $0.50 per share for a total purchase price of $27,500, all of which was paid in cash. On May 25, 2004, all the shares were issued. We believe that the issuance and sale of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506.

 

        On April 14, 2004, we issued 300,000 shares of our common stock to Mark Newburg. The shares were purchased in February 10, 2004 for a total purchase price of $100,000. We believe that the issuance and sale of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506.

 

        On April 14, 2004, we issued 213,000 shares of our restricted common stock to William T. O'Donnell, Sr. pursuant to an Equity-for-Debt Exchange agreement dated September 29, 2003. We believe that the issuance and sale of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506.

 

        On April 14, 2004, we issued 586,400 shares of our restricted common stock to Michael Wichinsky pursuant to an Equity-for-Debt Exchange agreement dated September 29, 2003. We believe that the issuance and sale of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506.

 

        On April 26, 2004, we issued 1,200,000 shares of common stock to William R. Shupe, pursuant to his consulting agreement dated April 1, 2004. The shares are unrestricted pursuant to an S-8 Registration filed with the SEC on April 23, 2004. We believe that the issuance and sale of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506.

 

 

        On April 26, 2004, we issued 1,300,000 shares of common stock to Jeffrey D. Petersen, pursuant to his consulting agreement dated April 1, 2004. The shares are unrestricted pursuant to an S-8 Registration filed with the SEC on April 23, 2004. We believe that the issuance and sale of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506.

 

        On April 26, 2004, we issued 1,500,000 shares of common stock to CLS Consulting Ltd. pursuant to its consulting agreement dated April 1, 2004. The shares are unrestricted pursuant to an S-8 Registration filed with the SEC on April 23, 2004. We believe that the issuance and sale of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506.

 

        On May 25, 2004, we issued 2,000,000 shares of our restricted common stock to Mark Newburg pursuant to his employment agreement dated March 1, 2004. We believe that the issuance and sale of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506.

 

        On May 25, 2004, we issued 50,000 shares of our restricted common stock to Arnaldo Galassi pursuant to his employment agreement dated March 1, 2004. We believe that the issuance and sale of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506.

 

        On May 25, 2004, we issued a total of 156,900 shares of our restricted common stock to three accredited investors. The shares were purchased between October 24, 2003 and December 8, 2003 at $1.00 per share. We believe that the issuance and sale of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506.

 

Item 3. Defaults Upon Senior Securities.

 

        None

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

        None

 

Item 5. Other Information.

 

Consulting Agreements

 

        Victoria Abajian: On February 23, 2004, we entered into a Consulting Agreement with Victoria Abajian, wherein she agreed to provide consulting services relating to our business processes and finances. The agreement commenced on February 23, 2004 and will conclude on August 22, 2004, unless extended by mutual agreement of both parties. We agreed to compensate Ms. Abajian with $10,000 worth of our common stock per month, issued at the end of the third and sixth months 

 

 

based on the average price of the stock over the prior 30 days for each of the six months in the contract term. As of June 30, 2004, the shares have not been issued. A copy of the agreement is attached hereto as an exhibit.

 

        CLS Consulting, LTD.: On April 1, 2004, we entered into a Consulting Agreement with CLS Consulting, LTD. ("CLS"), wherein CLS agreed to assist the Company in our business development: to assist in the development of relationships with vendors and suppliers; and to assist the Company in any other project the Company and CLS agree upon. The precise services of CLS may be extended or curtailed by mutual agreement of CLS and the Company from time to time. The term of the agreement commenced on April 2, 2004 and will terminate on April 2, 2005. We agreed to compensate CLS with 1,500,000 shares of our common stock. The shares issued are unrestricted pursuant to an S-8 Registration filed with the SEC on April 23, 2004. The consulting agreement was attached as an exhibit to the Form S-8 filed on April 23, 2004.

 

        William R. Shupe: On April 1, 2004, we entered into a Consulting Agreement with William R. Shupe, wherein Mr. Shupe agreed to assist us in mergers and acquisitions; to assist in strategic short-term and long-term planning; to make recommendations relative to our legal matters; and to assist us in any other project we agree on with Mr. Shupe. The precise services of Mr. Shupe may be extended or curtailed by mutual agreement of Mr. Shupe and the Company from time to time. The term of the agreement commenced on April 2, 2004 and will terminate on April 2, 2005. We agreed to compensate Mr. Shupe with 1,200,000 shares of our common stock. The shares issued are unrestricted pursuant to an S-8 Registration filed with the SEC on April 23, 2004. The consulting agreement was attached as an exhibit to Form S-8 filed on April 23, 2004.

 

        Jeffrey D. Petersen: On April 1, 2004, we entered into a Consulting Agreement with Jeffrey D. Petersen, wherein Mr. Petersen agreed to assist us in the Company's business development: to assist in the financial matters related to building leases; to assist in leases and rent agreements related to the placement of public access kiosks, to assist in matters related to land and commercial property acquisition; and to assist the Company in any other project we agree on with Mr. Petersen. The precise services of Mr. Petersen may be extended or curtailed by mutual agreement of Mr. Petersen and the Company from time to time. The term of the agreement commenced on April 2, 2004 and will terminate on April 2, 2005. We agreed to compensate Mr. Petersen with 1,300,000 shares of our common stock. The shares issued are unrestricted pursuant to an S-8 Registration filed with the SEC on April 23, 2004. The consulting agreement was attached as an exhibit to Form S-8 filed on April 23, 2004.

 

        Alan Taylor Consulting: On May 28, 2004, we entered into a Marketing Consulting Agreement with Alan Taylor Consulting, a Florida corporation, wherein Alan Taylor Consulting will serve as CrazyGrazer.com's marketing consulting agency on a non-exclusive basis. Alan Taylor Consulting's primary responsibilities will include, but not be limited to, advertising and media consulting and initiating contacts with potential investors. The term of the agreement commenced on June 1, 2004 and will terminate on May 31, 2005. We agreed to compensate Alan Taylor Consulting 75,000 shares of our restricted common stock. As of the date of this filing the shares have not been issued. A copy of the consulting agreement is attached hereto as an agreement.

 

 

        Howard Dolgon: On May 28, 2004, we entered into a Marketing Consulting Agency Agreement with Howard Dolgon Consulting, a New York corporation, wherein Howard Dolgon Consulting agreed to serve as CrazyGrazer.com's marketing consulting agency on a non-exclusive basis. Howard Dolgon Consulting's primary responsibilities will include, but not be limited to, advertising and media consulting and initiating contacts with potential investors. The term of the agreement commenced on June 1, 2004 and will terminate on May 31, 2005. We agreed to compensate Howard Dolgon 75,000 shares of our restricted common stock. As of the date of this filing the shares have not been issued. A copy of the consulting agreement is attached hereto as an exhibit.

 

Amended Consultant and Employee Stock Compensation Plan

 

        We currently maintain a consultant and employee stock compensation plan to allow the Company to compensate officers, directors, employees, consultants and certain other persons providing bona fide services to the Company or to compensate officers, directors and employees for accrual of salary, through the award of our common stock. The number of shares of common stock as to which awards may be granted under the plan is 782,000. The effective date of the consultant and employee stock compensation plan is January 20, 2004. On April 22, 2004, the plan was amended to increase the number of shares of common stock as to which awards may be granted to an additional 4,100,000 shares, making a total of 4,882,000 shares available under the plan.

 

        A copy of the Amended Consultant and Employee Stock Compensation Plan was attached as an exhibit to Form S-8 filed on April 23, 2004.

 

Closing of Crazy Grazer Merger

 

        Effective April 26, 2004, we completed the reverse tri-party merger among LRMT and Crazy Grazer, whereby we issued 950,000 shares of our Series A Preferred Stock in exchange for 100% of the membership interests of Crazy Grazer. The shares of Series A Preferred are convertible into shares of our common stock based upon certain milestones achieved by Crazy Grazer. The actual milestones and conversion ratios are set forth in the Certificate of Designation attached as an exhibit to the Form 8-K filed on May 6, 2004. Pursuant to the terms of the merger, Crazy Grazer merged with LRMT wherein LRMT ceased to exist and Crazy Grazer became our wholly owned subsidiary. Following closing of the merger, Crazy Grazer changed its name to CrazyGrazer.com, Limited Liability Company. A copy of the Certificate of Merger among the Company, LRMT and Crazy Grazer was filed as exhibit to Form 8-K filed on May 6, 2004.

 

Service Agreement with IT Strategies International Corporation

 

        On April 26, 2004, we executed a Service Agreement with IT Strategies International Corporation ("ITSIC"), wherein ITSIC agreed to assist CrazyGrazer.com in launching it's three well-branded e-commerce websites, as well as our publicly accessible shopping kiosks and an in-room hotel-shopping network. Charges will arise only from projects, and the price of each project is specified in the agreements Project Addendum. The term of the agreement is for five years. A copy of the agreement is attached hereto as an exhibit.

 

 

Amendment No. 1 to Binding Letter of Intent Dated March 8, 2004

 

        On April 30, 2004, we amended the Binding Letter of Intent dated March 8, 2004, providing for the merger of Hall Communications, Inc. into a to be formed wholly owned subsidiary of the Company, to extend the Merger Closing date to occur on or before October 31, 2004.  A copy of the amendment is attached hereto as an exhibit.

 

Public Relations Agency Agreement with Alan Taylor Communications, Inc.

 

        On May 28, 2004, we entered into a Public Relations Agency Agreement with Alan Taylor Communications, Inc. ("ATC"), a New York corporation, wherein ATC agreed to serve as CrazyGrazer.com's public relations agency on a non-exclusive basis. ATC's responsibilities will include, but not limited to, handling media contacts and responses, making media contacts related to Grazer's business; and such additional and related responsibilities as are customary in public relations service industry and as reasonably requested by CrazyGrazer.com. The term of the agreement commenced on June 1, 2004 and will terminate on May 31, 2005. We agreed to compensate ATC 100,000 shares of our common stock on a monthly basis in arrears. As of the date of this filing the shares have not been issued.

 

Letter of Intent with NEOLINK

 

        On June 9, 2004, we executed a Letter of Intent with NeoLink Wireless Content, Inc., a Nevada corporation based in Los Angeles. The Letter of Intent outlines the basic parameters under which NeoLink would agree to be acquired by us. We are working together with NeoLink to perform the necessary due diligence that will allow both parties to sign a definitive agreement, which will provide the specific details regarding the terms and conditions of the acquisition. Upon completion of a definitive agreement we will file a Form 8-K.

 

Press Releases

 

        On June 30, 2004, we issued a press release to announce that we retained New York-based Alan Taylor Communications ("ATC") as our public relations agency of record. ATC is widely regarded as the leader in lifestyle and sports public relations. Some of ATC's clientele include MasterCard, Nestle-Purina, Microsoft Games and Yahoo! Sports.

 

        On June 30, 2004, we issued an additional press release in relation to a recent shareholder letter which outlines our accomplishments over the past 11 months and an overview of things to come. In the press release Mick Hall, President of the Company, expressed his optimism about moving forward with our business model.

 

        On July 1, 2004, we issued a press release announcing more specifics about our pending acquisition of NeoLink.

 

        On July 20, 2004, we issued a press release to announce that we have enlisted the services of IT Strategies International Corp., a Las Vegas based computer consulting firm. IT will help launch CrazyGrazer.com's three well-branded e-commerce websites, as well as our publicly accessible shopping kiosks and an in-room hotel-shopping network.

 

        The press releases are attached hereto as exhibits.

 

 

Item 6. Exhibits and Reports of Form 8-K.

 

(a) Exhibits

 

10.1

Consultant and Employee Stock Compensation Plan (incorporated by reference - filed as exhibit to Form S-8 on January 23, 2004)

10.2

Binding Letter of Intent among the Company, Crazy Grazer and Hall Communications (incorporated by reference - filed as exhibit to Form 8-K filed on March 19, 2004)

10.3

Agreement and Plan of Merger among the Company, LRMT and Crazy Grazer (incorporated by reference - filed as exhibit to Form 8-K on April 2, 2004)

10.4

Amended 2004 Consultant and Employee Stock Compensation Plan (incorporated by reference - filed as exhibit to Form S-8 on April 23, 2004)

10.5

Consulting Agreement with CLS Consulting LTD (incorporated by reference - filed as exhibit to Form S-8 on April 23, 2004)

10.6

Consulting Agreement with William R. Shupe (incorporated by reference - filed as exhibit to Form S-8 on April 23, 2004)

10.7

Consulting Agreement with Jeffrey D. Petersen (incorporated by reference - filed as exhibit to Form S-8 on April 23, 2004)

10.8

Amendment No. 1 to Agreement and Plan of Merger (incorporated by reference - filed as exhibit to Form 8-K on May 6, 2004)

10.9

Certificate of Merger between Left Right Marketing & Technology, Inc. and Crazy Grazer, LLC. (incorporated by reference - filed as exhibit to Form 8-K on May 6, 2004)

10.10

Series A Preferred Stock Certificate of Designation (incorporated by reference  filed as exhibit to Form 8-K on May 6, 2004)

10.11*

Consulting Agreement with Victoria Abajian

10.12*

Public Relations Agency Agreement with Alan Taylor Communications, Inc.

10.13*

Marketing Consulting Agency Agreement with Alan Taylor Consulting

10.14*

Marketing Consulting Agency Agreement with Howard Dolgon Consulting

10.15*

Service Agreement with IT Strategies International Corporation

10.16* Amendment No. to Binding Letter of Intend Dated March 8, 2004

31.1*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of Richard "Mick" Hall

31.2*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of Arnaldo Galassi

32.1*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of Richard "Mick" Hall

32.2*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of Arnaldo Galassi

99.1*

Press Release dated June 30, 2004 - Alan Taylor Communications as Public Relations Agency

99.2*

Press Release dated June 30, 2004 - Looks to Future with Great Optimism

99.3*

Press Release dated July 1, 2004 - Specifics of our Pending Acquisition of NeoLink

99.4*

Press Release dated July 20, 2004 - IT Strategies International Corp.

* Filed herewith

 

(b) Form 8-K

 

Form 8-K filed on April 2, 2004, Agreement and Plan of Merger

Form 8-K filed on May 6, 2004, Closing of Merger, Change of Auditor

Form 8-K filed on July 2, 2004, Press Release on intent to purchase NeoLink

Form 8-K/A filed on July 8, 2004, Audit of CrazyGrazer.com

 

 

SIGNATURES

 

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

LEFT RIGHT MARKETING TECHNOLOGY, INC.

(Registrant)

 

 

By: Arnaldo F. Galassi

     Arnaldo F. Galassi

     Chief Financial Officer

    (On behalf of the registrant and as

    principal accounting officer)

 

Date: August 19, 2004

 

EX-10 2 ex10-11victoria_consulting.htm CONSULTING AGREEMENT WITH VICTORIA ALBAJIAN

Consulting Engagement Agreement

Left Right Marketing Technology

 

Left Right Marketing Technology ( LRMK ) has agreed to contract Victoria Abajian. to provide consulting services relating to the business processes and finances relating to Hall Communications, CrazyGrazer.com, DS Properties, Stylewise, and DSLV Lawlor Advertising.

 

Ms. Abajian will provide recommendations and implementation plans as well as assume primary responsibility for implementation of all developed initiatives agreed by LRMK. These initiatives include but are not limited to:

 

1) Assistance with Phase 1 and Phase 2 of systems development to facilitate internet commerce as well as internal process system development.

2) Assume primary responsibility for business process flow and documentation.

This agreement will commence as of February 23, 2004 and conclude on August 22, 2004, unless extended by mutual agreement of both parties. Any additional fees for an agreed extension will be negotiated prior to the extension contract execution.

 

Fees for this engagement are the issuance of shares of LRMK stock which are equivalent to US $10,000 per month, issued at the end of the third and sixth months based on the average price of the stock over the prior 30 days for each of the six months in the contract term. After the anticipated funding has been secured a blend of stock and cash, all cash, or all stock will be accommodated with the amount not to exceed US $10,000 per month.

 

Expenses will be billed as actually accrued on a monthly basis and are due on receipt of our statement. Reasonable travel expenses include full coach fare for US domestic travel, business class fare for international travel, train, taxi, hotel, meals and tips. All international travel will be agreed and approved by LRMK prior to finalizing travel arrangements.

 

Conditions - the quality of the work is guaranteed. Once accepted, this offer is noncancelable for any reason, and payments are to be made at the times specified. However, you may reschedule, postpone, or delay this project as your business needs may unexpectedly dictate without penalty and without time limit, subject only to mutually agreeable timeframes in the future.

 

 

Acceptance

/s/ Victoria Abajian

    Victoria Abajian

 

Date: February 23, 2004

 

 

For: Left Right Marketing Technology

 

/s/ Richard M. "Mick" Hall

    Richard M. "Mick" Hall

 

CEO/ President

Title

 

Date: February 23, 2004

 

 

 

 

EX-10 3 ex10-12publicrelations.htm PUBLIC RELATIONS AGENCY AGREEMENT WITH ALAN TAYLOR COMMUNICATIONS

 

 

PUBLIC RELATIONS AGENCY AGREEMENT

 

 

          This Agreement ("Agreement") is entered into as of the 28th day of May, 2004 by and between Alan Taylor Communications, Inc. ("ATC"), a New York corporation with offices at 14 Penn Plaza, Suite 610, New York, NY 10122, and Left Right Marketing Technology, Inc, a Delaware corporation with offices at 6600 Amelia Earhart Ct., Las Vegas, NV 89119 ("Grazer").

 

1.       Term.

This Agreement shall be effective as of June 1, 2004 and remain in effect for one (1) year through May 31, 2005, unless terminated sooner in accordance with this Agreement ("Term").

2.       Services.

ATC will serve as Grazer's public relations agency on a non-exclusive basis. ATC's primary responsibilities will include, but not be limited to, handling media   contacts and responses, making media contacts related to Grazer's business; and such additional and related responsibilities as are customary in the public relations service industry and as reasonably requested by Grazer.

ATC will use commercially reasonable efforts in performing its services under this Agreement, and will coordinate with Grazer such that Grazer is kept regularly and fully informed of ATC's activities under this Agreement. ATC will not issue any press releases or similar substantive information relating to Grazer to the public or to any third party unless the content thereof has been first approved by Grazer.

ATC will designate to Grazer the ATC personal service representatives who will act as its primary point of contact. The primary point of contact for Grazer shall be Rock Newman.

3.       Compensation.

Grazer will compensate ATC for services provided under this Agreement as follows:

(a) ATC's fee shall consist solely of 100,000 shares of LRMK $.001 par value publicly traded common stock ("Stock"), which Stock    shall be issued to ATC on a monthly basis in arrears. Compensation will be given through the issuance of 17,000 shares of LRMK on or before August 1, 2004 and 8,300 shares of LRMK shares are to be issued each month for the remaining 10 months of this agreement.

1


 

(b) Grazer will undertake necessary procedures with its Transfer Agent to effectuate the transfer of the Stock as contemplated under this Agreement and otherwise adhere to all relevant federal and state securities laws.

 

(c) Grazer shall reimburse ATC for pre-approved expenses incurred by ATC in connection with services provided by ATC under this Agreement. All out-of-pocket expenses will be itemized for Grazer and supported with back-up documentation.

4.       Ownership of Materials.

All public relations and other materials and ideas conceived or prepared by ATC or Grazer, pursuant to or otherwise relating to this Agreement ("Materials"), whether or not used by Grazer, shall be Grazer's exclusive property. This includes current work in progress as will as completed projects.

5.       Confidentiality/Safeguarding of Property.

 

          (a)        ATC hereby represents and warrants that it will maintain the

          confidentiality of any and all information, documents, papers, programs, plans

          and ideas relating to Grazer (including without limitation, the contents of this

          Agreement, the Materials, and any of Grazer's property provided to ATC or

          otherwise in ATC's possession, custody or control) (collectively, "Grazer's

          Property"), and will not disclose the same to the public or to any third party

          without Grazer's prior written approval.

 

           (b)       ATC acknowledges that Grazer's Property is essential to the goodwill of

           the business of Grazer. ATC shall not use for its own benefit, publish, or

           otherwise disclose to others, or knowingly permit the use by others for their

           benefit or to the detriment of Grazer, any of Grazer's Property. ATC shall

           carefully restrict access of Grazer's Property to those of its officers, directors,

           employees and agents who need such access in order to participate on

           behalf of ATC in the services to be rendered hereunder.

 

            (c)       ATC represents and warrants that it will advise each of the persons to

            whom ATC provided access to any of Grazer's Property of the foregoing

            responsibility and that such persons are strictly prohibited from making and using,

            publishing, or otherwise disclosing to others, or permitting others to use for their

            benefit any of Grazer's Property. ATC shall take its customary precautions to

            protect the confidentiality of Grazer's Property. ATC will take all reasonable

            security precautions to safeguard all of Grazer's Property from access by

            unauthorized employees and third parties; however, in the absence of gross

            negligence by ATC, ATC will not be held responsible for any loss, damage,

            destruction, or unauthorized use by others of Grazer's Property.

 

 2


 

6.       Trademarks.

Grazer hereby grants ATC permission to use its "Crazy Grazer" name (or affiliated entity name), logo and other trademarks and intellectual property right ("Trademarks") solely and exclusively to the extent necessary for ATC to perform its responsibilities under this Agreement. ATC will not represent to any party that it has any additional right in, or is the owner of, the Trademarks. ATC will immediately cease use of the Trademarks upon the expiration or termination of this Agreement.

7.      Independent Contractor.

The relationship of the parties is solely that of independent contractors. Nothing contained in this Agreement shall be construed to place Grazer and ATC in a relationship as partners, joint ventures or employer and employee, nor shall either party be considered an affiliate or subsidiary of the other. Neither party will have any authority to create or assume in the other's name or on its behalf any obligations, express or implied, or to act or purport to act as the other's agent or legally empowered representative for any purpose whatsoever, except as expressly provided in this Agreement.

8.       Termination.

(a)       Notwithstanding any other provision in this Agreement, if the market value per share of LRMK as reflected on the OTCBB or other senior exchange, as of December 1, 2004, is $1.00/per share or less, after adjustment for any forward or reverse stock splits, then ATC shall have the unilateral right to terminate this Agreement without any further obligations. Upon termination, ATC shall retain any shares of Stock received prior to such termination date and LRMK will not issue any additional shares to ATC.

 

(b)       Following expiration or termination of this Agreement, any non-cancelable executory contract made by ATC on Grazer's written authorization will be carried to completion by ATC and paid for by Grazer in accordance with the provisions herein, unless ATC and Grazer mutually agree in writing to the contrary.

 

(c)       Upon termination of this Agreement, ATC shall promptly transfer and make available to Grazer or its designee all property (including but not limited to Grazer Property) in ATC's possession or control belonging to Grazer and all copies thereof.

 3


 

9.      Indemnification.

Notwithstanding any other provision in this Agreement, each party ("Indemnitor") agrees to indemnify and hold harmless the other party ("Indemnitee"), and its officers, directors, employees, parents, subsidiaries, affiliates, advisors and agents (each an "Indemnified Person") from and against any and all losses, claims, damages, settlement payments, penalties or liabilities imposed on, incurred by or asserted against any Indemnified Person. Either party will promptly reimburse each Indemnified Person for all fees, expenses and costs (including all fees and expenses of counsel) as they are incurred in connection with investigation, preparing or defending any action, claims, suit, or proceeding relating to or arising out of any interaction or dealing with Indemnitor, whether or not pending or threatened and whether or not any Indemnified Person is a part thereto.

10.    Insurance.

Grazer represents and warrants that it has and will maintain in full force and effect, at its own cost and expense, at all times during the term of this Agreement and until the expiration of the applicable statute of limitation, a comprehensive general liability insurance policy (including coverage for property damage) and an excess liability insurance policy in the combined minimum amount of $1,000,000 per claim and $3,000,000 annual aggregate.

 

ATC represents and warrants that it has and will maintain in full force and effect, at its own cost and expense, at all times during the term of this Agreement and until the expiration of the applicable statute of limitation, a comprehensive general liability insurance policy (including coverage for property damage) in the minimum amount of $1,000,000 per claim and $3,000,000 annual aggregate. Grazer will be named as an additional insured on such insurance coverage.

11.    Notice.

Any notices hereunder shall be in writing and sent postage prepaid by certified, registered, facsimile, or overnight carrier or by prepaid telegraph to the respective parties at their addresses set forth below (or such addresses as the parties may hereafter in writing otherwise designate). The date or mailing or delivery to the telegraph office shall be deemed to constitute the date of any such notice. It is understood that it is each parties responsibility to notify each other of any change of address. Notices shall be addressed as follows:

 

To ATC:                    Alan Taylor Communications, Inc.

                                  Attn: Tony Signore

                                  14 Penn Plaza

                                  New York, NY 10122

                                  Fax: 212-695-5685

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To Grazer:                  Left Right Marketing Technology, Inc.

                                  Attn: Rock Newman

                                  6600 Amelia Earhart Court

                                  Las Vegas, NV 89119

                                  Fax: 702-318-2671

12.    Governing Law/Arbitration.

This Agreement shall be deemed to have been made in New York and shall be construed in accordance with the laws of the State of New York, without reference to conflict of law principles. Any and all differences and disputes between the parties arising out of, under or related to this Agreement will be resolved in arbitration by a single arbitrator before the American Arbitration Association ("AAA") and in accordance with its Commercial Rules. Any such arbitration proceeding shall take place in New York City or such other location as may be mutually agreed upon by the parties. All arbitration awards shall be final and binding upon the parties. The arbitrator shall have the right, in his or her award, to allocate fees and expenses (including reasonable attorney's fees) as he/she shall deem appropriate.

13.     Assignment.

ATC may not assign this Agreement, or assign any rights or delegate any duties hereunder, without Grazer's prior written consent. Grazer may assign this Agreement or any of its rights hereunder at any time provided that such assignment will not relieve Grazer of its obligation to ATC hereunder.

14.    Entire Agreement.

This Agreement sets forth the entire understanding between the parties hereto concerning the subject matter hereof, superseding all prior or contemporaneous oral or written arrangements. This Agreement, and any amendment, modification or waiver thereof, must be executed by duly authorized representatives of the parties, and the individuals named below personally represent and warrant that they are so authorized on behalf of the respective parties.

 5


 

        ALAN TAYLOR COMMUNICATIONS, INC.

 

 

 

        /s/ Tony Signore                     June 1, 2004

        By: Tony Signore                   Dated

 

        LEFT RIGHT MARKETING TECHNOLOGY, INC.

                                AKA CRAZY GRAZER

 

        /s/ Rock Newman                  July 1, 2004

        By: Rock Newman                Dated

EX-10 4 ex10-13alantaylor_consulting.htm MARKETING CONSULTING AGREEMENT WITH ALAN TAYLOR CONSULTING

 

 

MARKETING CONSULTING AGENCY AGREEMENT

 

 

          This Agreement ("Agreement") is entered into as of the 28th day of May, 2004 by and between Alan Taylor Consulting, a Florida Corporation with offices at 7226 Montrico Dr., Boca Raton FL 33433 and Left Right Marketing Technology, Inc., a Delaware corporation with offices at 6600 Amelia Earhart Ct., Las Vegas, NV 89119 ("Grazer").

 

1.       Term.

          

          This Agreement shall be effective as of June 1, 2004 and remain in effect for one (1) year through May 31, 2005.

 

2.       Services.

ALAN TAYLOR CONSULTING will serve as Grazer's marketing consulting agency on a non-exclusive basis. ALAN TAYLOR CONSULTING's primary responsibilities will include, but not be limited to, advertising and media consulting and initiating contacts with potential investors.

 

ALAN TAYLOR CONSULTING will use commercially reasonable efforts in performing its services under this Agreement, and will coordinate with Grazer such that Grazer is kept regularly and fully informed of ALAN TAYLOR CONSULTING's activities under this Agreement. ALAN TAYLOR CONSULTING will not issue any substantive information relating to Grazer to the public or to any third party unless the content thereof has been first approved by Grazer.

3.       Compensation.

Grazer will compensate ALAN TAYLOR CONSULTING for services provided under this Agreement as follows:

ALAN TAYLOR CONSULTING 's fee shall consist solely of 75,000 shares of LRMK $.001 par value publicly traded common stock ("Stock"), which Stock shall be issued to ALAN TAYLOR CONSULTING within 60 days of the signing of this agreement

 

 1


 

(a) Grazer will undertake necessary procedures with its Transfer Agent to effectuate the transfer of the Stock as contemplated under  this Agreement and otherwise adhere to all relevant federal and state securities laws.

 

(b) Grazer shall reimburse ALAN TAYLOR CONSULTING for pre-approved expenses incurred by ALAN TAYLOR CONSULTING in connection with services provided by ALAN TAYLOR CONSULTING under this Agreement. All out-of-pocket expenses will be itemized for Grazer and supported with back-up documentation.

4.       Ownership of Materials.

All marketing materials and other materials and ideas conceived or prepared by ALAN TAYLOR CONSULTING or Grazer, pursuant to or otherwise relating to this Agreement ("Materials"), whether or not used by Grazer, shall be Grazer's exclusive property. This includes current work in progress as will as completed projects.

5.       Confidentiality/Safeguarding of Property.

 

          (a)        ALAN TAYLOR CONSULTING hereby represents and warrants that it 

                      will maintain the 

          confidentiality of any and all information, documents, papers, programs, plans

          and ideas relating to Grazer (including without limitation, the contents of this

         Agreement, the Materials, and any of Grazer's property provided to ALAN 

                    TAYLOR CONSULTING or

         otherwise in ALAN TAYLOR CONSULTING's possession, custody or control) 

                    (collectively, "Grazer's

         Property"), and will not disclose the same to the public or to any third party

         without Grazer's prior written approval.

 

         (b)        ALAN TAYLOR CONSULTING acknowledges that Grazer's Property is

                    essential to the goodwill of

         the business of Grazer. ALAN TAYLOR CONSULTING shall not use for its

                    own benefit, publish, or

         otherwise disclose to others, or knowingly permit the use by others for their

         benefit or to the detriment of Grazer, any of Grazer's Property. ALAN TAYLOR 

                   CONSULTING shall

         carefully restrict access of Grazer's Property to those of its officers, directors,

         employees and agents who need such access in order to participate on

         behalf of ALAN TAYLOR CONSULTING in the services to be rendered 

                  hereunder.

 

 2


 

         (c)         ALAN TAYLOR CONSULTING represents and warrants that it will 

                      advise each of the persons to

         whom ALAN TAYLOR CONSULTING provided access to any of Grazer's 

                  Property of the foregoing

         responsibility and that such persons are strictly prohibited from making and using,

         publishing, or otherwise disclosing to others, or permitting others to use for their

         benefit any of Grazer's Property. ALAN TAYLOR CONSULTING shall take its 

                   customary precautions to

         protect the confidentiality of Grazer's Property. ALAN TAYLOR 

                   CONSULTING will take all reasonable

         security precautions to safeguard all of Grazer's Property from access by

         unauthorized employees and third parties; however, in the absence of gross

         negligence by ALAN TAYLOR CONSULTING, ALAN TAYLOR 

                   CONSULTING will not be held responsible for any loss, damage,

         destruction, or unauthorized use by others of Grazer's Property.

 

6.       Trademarks.

Grazer hereby grants ALAN TAYLOR CONSULTING permission to use its "Crazy Grazer" name (or affiliated entity name), logo and other trademarks and intellectual property right ("Trademarks") solely and exclusively to the extent necessary for ALAN TAYLOR CONSULTING to perform its responsibilities under this Agreement. ALAN TAYLOR CONSULTING will not represent to any party that it has any additional right in, or is the owner of, the Trademarks. ALAN TAYLOR CONSULTING will immediately cease use of the Trademarks upon the expiration or termination of this Agreement.

7.       Independent Contractor.

The relationship of the parties is solely that of independent contractors. Nothing contained in this Agreement shall be construed to place Grazer and ALAN TAYLOR CONSULTING in a relationship as partners, joint ventures or employer and employee, nor shall either party be considered an affiliate or subsidiary of the other. Neither party will have any authority to create or assume in the other's name or on its behalf any obligations, express or implied, or to act or purport to act as the other's agent or legally empowered representative for any purpose whatsoever, except as expressly provided in this Agreement.

8.       Indemnification.

Notwithstanding any other provision in this Agreement, each party ("Indemnitor") agrees to indemnify and hold harmless the other party ("Indemnitee"), and its officers, directors, employees, parents, subsidiaries, affiliates, advisors and agents (each an "Indemnified Person") from and against any and all losses, claims, damages, settlement payments, penalties or liabilities imposed on, incurred by or asserted against any Indemnified Person. Either party will promptly reimburse each Indemnified Person for all fees, expenses and costs (including all fees and expenses of counsel) as they are incurred in connection with investigation, preparing or defending any action, claims, suit, or proceeding relating to or arising out of any interaction or dealing with Indemnitor, whether or not pending or threatened and whether or not any Indemnified Person is a part thereto.

 

3


 

9.       Notice.

Any notices hereunder shall be in writing and sent postage prepaid by certified, registered, facsimile, or overnight carrier or by prepaid telegraph to the respective parties at their addresses set forth below (or such addresses as the parties may hereafter in writing otherwise designate). The date or mailing or delivery to the telegraph office shall be deemed to constitute the date of any such notice. It is understood that it is each parties responsibility to notify each other of any change of address. Notices shall be addressed as follows:

 

To ALAN TAYLOR CONSULTING:

                                    Alan Taylor Consulting

                                    7226 Montrico Dr.

                                    Boca Raton, FL 33433

To Grazer:                              Left Right Marketing Technology, Inc.

                                              Attn: Rock Newman

                                              6600 Amelia Earhart Court

                                              Las Vegas, NV 89119

10.     Governing Law/Arbitration.

This Agreement shall be deemed to have been made in New York and shall be construed in accordance with the laws of the State of New York, without reference to conflict of law principles. Any and all differences and disputes between the parties arising out of, under or related to this Agreement will be resolved in arbitration by a single arbitrator before the American Arbitration Association ("AAA") and in accordance with its Commercial Rules. Any such arbitration proceeding shall take place in New York City or such other location as may be mutually agreed upon by the parties. All arbitration awards shall be final and binding upon the parties. The arbitrator shall have the right, in his or her award, to allocate fees and expenses (including reasonable attorney's fees) as he/she shall deem appropriate.

11.     Assignment.

ALAN TAYLOR CONSULTING may not assign this Agreement, or assign any rights or delegate any duties hereunder, without Grazer's prior written consent. Grazer may assign this Agreement or any of its rights hereunder at any time provided that such assignment will not relieve Grazer of its obligation to ALAN TAYLOR CONSULTING hereunder.

4


 

12.    Entire Agreement.

This Agreement sets forth the entire understanding between the parties hereto concerning the subject matter hereof, superseding all prior or contemporaneous oral or written arrangements. This Agreement, and any amendment, modification or waiver thereof, must be executed by duly authorized representatives of the parties, and the individuals named below personally represent and warrant that they are so authorized on behalf of the respective parties.

 

Alan Taylor Consulting

 

 

 

/s/ Alan Taylor               May 28, 2004

By: Alan Taylor              Dated

 

LEFT RIGHT MARKETING TECHNOLOGY, INC.

                        AKA CRAZY GRAZER

 

/s/ Rock Newman           July 1, 2004

By: Rock Newman          Dated

EX-10 5 ex10-14howarddolgon.htm MARKETING CONSULTING AGREEMENT WITH HOWARD DOLGON CONSULTING

 

MARKETING CONSULTING AGENCY AGREEMENT

 

 

          This Agreement ("Agreement") is entered into as of the 28th day of May, 2004 by and between Howard Dolgon Consulting, a New York Corporation with offices at 1475 Sherwood Drive, East Meadows , NY 11554 and Left Right Marketing Technology, Inc., a Delaware corporation with offices at 6600 Amelia Earhart Ct., Las Vegas, NV 89119 ("Grazer").

 

1.       Term.

This Agreement shall be effective as of June 1, 2004 and remain in effect for one (1) year through May 31, 2005.

2.       Services.

HOWARD DOLGON CONSULTING will serve as Grazer's marketing consulting agency on a non-exclusive basis. HOWARD DOLGON   CONSULTING's primary responsibilities will include, but not be limited to,advertising and media consulting and initiating contacts with potential investors.

 

HOWARD DOLGON CONSULTING will use commercially reasonable efforts in performing its services under this Agreement, and will coordinate with Grazer such that Grazer is kept regularly and fully informed of HOWARD DOLGON CONSULTING's activities under this Agreement. HOWARD DOLGON CONSULTING will not issue any substantive information relating to Grazer to the public or to any third party unless the content thereof has been first approved by Grazer.

3.       Compensation.

 Grazer will compensate HOWARD DOLGON CONSULTING for services provided under this Agreement as follows:

 HOWARD DOLGON CONSULTING 's fee shall consist solely of 75,000 shares of LRMK $.001 par value publicly traded common stock ("Stock"), which Stock shall be issued to HOWARD DOLGON CONSULTING within 60 days of the signing of this agreement. 

 

 1


(a) Grazer will undertake necessary procedures with its Transfer Agent to effectuate the transfer of the Stock as contemplated under this Agreement and otherwise adhere to all relevant federal and state securities laws.

 

(b) Grazer shall reimburse HOWARD DOLGON CONSULTING for pre-approved expenses incurred by HOWARD DOLGON CONSULTING in connection with services provided by HOWARD DOLGON CONSULTING under this Agreement. All out-of-pocket expenses will be itemized for Grazer and supported with back-up documentation.

4.       Ownership of Materials.

All marketing materials and other materials and ideas conceived or prepared by HOWARD DOLGON CONSULTING or Grazer, pursuant to or otherwise relating to this Agreement ("Materials"), whether or not used by Grazer, shall be Grazer's exclusive property. This includes current work in progress as will as completed projects.

5.       Confidentiality/Safeguarding of Property.

 

(a)         HOWARD DOLGON CONSULTING hereby represents and warrants 

             that it will maintain the

confidentiality of any and all information, documents, papers, programs, plans

and ideas relating to Grazer (including without limitation, the contents of this

Agreement, the Materials, and any of Grazer's property provided to HOWARD

             DOLGON CONSULTING or

otherwise in HOWARD DOLGON CONSULTING's possession, custody or 

             control) (collectively, "Grazer's

Property"), and will not disclose the same to the public or to any third party

without Grazer's prior written approval.

 

(b)         HOWARD DOLGON CONSULTING acknowledges that Grazer's 

              Property is essential to the goodwill of

the business of Grazer. HOWARD DOLGON CONSULTING shall not use for

              its own benefit, publish, or

otherwise disclose to others, or knowingly permit the use by others for their

benefit or to the detriment of Grazer, any of Grazer's Property. HOWARD 

              DOLGON CONSULTING shall

carefully restrict access of Grazer's Property to those of its officers, directors,

employees and agents who need such access in order to participate on

behalf of HOWARD DOLGON CONSULTING in the services to be rendered 

           hereunder.

 

 2


 

(c)         HOWARD DOLGON CONSULTING represents and warrants that it will

             advise each of the persons to

whom HOWARD DOLGON CONSULTING provided access to any of Grazer's

Property of the foregoing

responsibility and that such persons are strictly prohibited from making and using,

publishing, or otherwise disclosing to others, or permitting others to use for their

benefit any of Grazer's Property. HOWARD DOLGON  CONSULTING shall

            take its customary precautions to

protect the confidentiality of Grazer's Property. HOWARD DOLGON

            CONSULTING will take all reasonable

security precautions to safeguard all of Grazer's Property from access by

unauthorized employees and third parties; however, in the absence of gross

negligence by HOWARD DOLGON CONSULTING, HOWARD DOLGON

            CONSULTING will not be held responsible for any loss, damage,

destruction, or unauthorized use by others of Grazer's Property.

6.       Trademarks.

Grazer hereby grants HOWARD DOLGON CONSULTING permission to use its "Crazy Grazer" name (or affiliated entity name), logo and other trademarks and intellectual property right ("Trademarks") solely and exclusively to the extent necessary for HOWARD DOLGON CONSULTING to perform its responsibilities under this Agreement. HOWARD DOLGON CONSULTING will not represent to any party that it has any additional right in, or is the owner of, the Trademarks. HOWARD DOLGON CONSULTING will immediately cease use of the Trademarks upon the expiration or termination of this Agreement.

7.      Independent Contractor.

The relationship of the parties is solely that of independent contractors. Nothing contained in this Agreement shall be construed to place Grazer and HOWARD DOLGON CONSULTING in a relationship as partners, joint ventures or employer and employee, nor shall either party be considered an affiliate or subsidiary of the other. Neither party will have any authority to create or assume in the other's name or on its behalf any obligations, express or implied, or to act or purport to act as the other's agent or legally empowered representative for any purpose whatsoever, except as expressly provided in this Agreement.

8.       Indemnification.

Notwithstanding any other provision in this Agreement, each party ("Indemnitor") agrees to indemnify and hold harmless the other party ("Indemnitee"), and its officers, directors, employees, parents, subsidiaries, affiliates, advisors and agents (each an "Indemnified Person") from and against any and all losses, claims, damages, settlement payments, penalties or liabilities imposed on, incurred by or asserted against any Indemnified Person. Either party will promptly reimburse each Indemnified Person for all fees, expenses and costs (including all fees and expenses of counsel) as they are incurred in connection with investigation, preparing or defending any action, claims, suit, or proceeding relating to or arising out of any interaction or dealing with Indemnitor, whether or not pending or threatened and whether or not any Indemnified Person is a part thereto.

 

3


 

9.       Notice.

Any notices hereunder shall be in writing and sent postage prepaid by certified, registered, facsimile, or overnight carrier or by prepaid telegraph to the respective parties at their addresses set forth below (or such addresses as the parties may hereafter in writing otherwise designate). The date or mailing or delivery to the telegraph office shall be deemed to constitute the date of any such notice. It is understood that it is each parties responsibility to notify each other of any change of address. Notices shall be addressed as follows:

 

 

To HOWARD DOLGON CONSULTING:

 

                                    Howard Dolgon Consulting

                                    1475 Sherwood Dr.

                                    East Meadows, NY 11554

To Grazer:                              Left Right Marketing Technology, Inc.

                                              Attn: Rock Newman

                                              6600 Amelia Earhart Court

                                              Las Vegas, NV 89119

 

10.     Governing Law/Arbitration.

This Agreement shall be deemed to have been made in New York and shall be construed in accordance with the laws of the State of New York, without reference to conflict of law principles. Any and all differences and disputes between the parties arising out of, under or related to this Agreement will be resolved in arbitration by a single arbitrator before the American Arbitration Association ("AAA") and in accordance with its Commercial Rules. Any such arbitration proceeding shall take place in New York City or such other location as may be mutually agreed upon by the parties. All arbitration awards shall be final and binding upon the parties. The arbitrator shall have the right, in his or her award, to allocate fees and expenses (including reasonable attorney's fees) as he/she shall deem appropriate.

 

4


 

11.    Assignment.

HOWARD DOLGON CONSULTING may not assign this Agreement, or assign any rights or delegate any duties hereunder, without Grazer's prior written consent. Grazer may assign this Agreement or any of its rights hereunder at any time provided that such assignment will not relieve Grazer of its obligation to HOWARD DOLGON CONSULTING hereunder.

12.    Entire Agreement.

This Agreement sets forth the entire understanding between the parties hereto concerning the subject matter hereof, superseding all prior or contemporaneous oral or written arrangements. This Agreement, and any amendment, modification or waiver thereof, must be executed by duly authorized representatives of the parties, and the individuals named below personally represent and warrant that they are so authorized on behalf of the respective parties.

 

Howard Dolgon Consulting

 

 

/s/ Howard Dolgon                              May 28, 2004

By: Howard Dolgon                             Dated

 

LEFT RIGHT MARKETING TECHNOLOGY, INC.

                       AKA CRAZY GRAZER

 

 

/s/ Rock Newman                                  July 1, 2004

By: Rock Newman                                 Dated

EX-10 6 ex10-15it_strategies.htm SERVICE AGREEMENT WITH IT STRATEGIES INTERNATIONAL CORPORATION

SERVICE AGREEMENT

 

This Agreement between CrazyGrazer.com ("Client") and IT Strategies International Corporation ("ITSIC") is entered into on the date signed below by both parties' authorized representatives; if the two parties sign on different dates, then the later date shall be the effective date. Whereas, from time-to-time, Client wishes to purchase professional consulting services from ITSIC and ITSIC wishes to provide these services to Client, now therefore Client and ITSIC make the following mutual promises.

 

1. Scope of Work: The scope of work consists of approved Project Addenda and associated Change Orders, if any. This Agreement shall function as the master contract to set the terms and conditions upon which services shall be provided. Each set of services to be provided will be organized as a separate project, and it is contemplated that projects may be undertaken: from time-to-time during the term of this Agreement. When and if a particular project is undertaken, it will then be specified by a Project Addendum, duly approved by both parties and incorporated herein, which defines the scope of work for that particular project. ITSIC shall provide only professional services, as described in the Project Addenda and associated Change Orders, if any. Unless expressly specified to the contrary, provision of hardware, software, networks, communications services, and other equipment or material is the separate responsibility of Client and is excluded from this Agreement.

 

2. Price and Payments: Charges arise only from projects, and the price of each project is specified in its Project Addendum and associated Change Orders, if any. Client agrees to pay ITSIC the specified charges. (project price plus reimbursement for. reasonable Additional Costs as defined below) for each project upon performance by ITSIC of the specified services. Payments are scheduled as follows:

  • Payments which are specified in the Project Addendum as based upon a schedule of project deliverables shall be due and payable as follows: the payment specified for a particular deliverable becomes due and payable when that deliverable has been submitted to, reviewed by, and accepted by Client or when Client has had a reasonable opportunity to do so (not to exceed one week following submission). The amount specified to be reserved as final payment for each such project is due and payable upon completion of the project by ITSIC and acceptance by Client of satisfactory completion (or when Client has had a reasonable opportunity to do so, not to exceed one week following notice of completion).

  • Payments which are specified in the Project Addendum as based upon time and materials are due and payable monthly based upon services rendered to that point.

  • Reimbursements for reasonable Additional Costs (out-of-pocket and extraordinary costs), as defined below, are due monthly as the costs are incurred by ITSIC.

For Project Addendum 1, ITSIC shall present to Client an invoice every two weeks for any payments and reimbursements which are then due and payable. For the first sixty (60) days of Project Addendum 1, Client shall pay ITSIC within sixty (60) days. Thereafter, on Project Addendum. 1 as well as all other Project Addendums Client shall pay ITSIC within (30) thirty days.

 

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IT Strategies International Corporation Service Agreement

 

3. Entire Understanding & Changes: This Agreement constitutes the entire understanding between the parties and supersedes any previous documents or representations, written or verbal. No changes in this Agreement may be made except in writing, duly signed by both parties' authorized representatives. The following items specifically require approved written Changes: a) Project Addenda, if and when new projects are added; and b) Change Orders applying to specific projects, if and when it becomes necessary to recognize changes in project scope or duration.

 

4. Duration & Termination: This Agreement may be terminated by either party without cause upon five days written notice to the other party. Unless terminated by either party or by operation of law, the term of this Agreement shall be five years. Upon termination by any mechanism, Client shall promptly pay any outstanding charges for the period during which the Agreement was in force, and ITSIC shall then provide to Client copies of any work products produced for Client's project(s) which have not previously been provided to Client.

 

5. Representations: ITSIC represents that it is well-qualified to perform consulting services in the areas of strategic planning, information technology management, management information systems, computer systems, communications networks, information systems security and disaster recovery, and related fields. Client represents that it desires to use ITSIC services for the purposes stated and understands that the projects will be successful only when Client carries out

its responsibilities as defined herein. Both parties acknowledge that any estimates of project benefits are good-faith: estimates, not guarantees. Both parties acknowledge that the measure of whether a deliverable or a project has been satisfactorily completed is production of the agreed deliverable results in such a manner that, if properly utilized by Client, the stated objective for the deliverable or project can be achieved.

 

6. ITSIC Responsibilities: ITSIC is responsible to perform the services specified by the approved Project Addenda and associated Change Orders, if any, by exercising its best efforts to produce the specified deliverable results. ITSIC shall assign qualified staffing and carry out its projects using professional, quality information technology practices and in accordance with reasonable directions from Client. ITSIC will exercise reasonable due care to insure that its work is accurate and complete, based upon information furnished by Client and third parties. ITSIC shall provide a monthly status report for each project, including a summary of progress, activities, problems, and an updated project schedule. ITSIC shall at key points in each project, provide specified project deliverables and provide Client an opportunity to review and approve same prior to proceeding with the remainder of the project; reasonable requests by Client for changes which are received timely and are within the scope of the project shall be satisfied.

 

7. Client Responsibilities: Client will exercise its best efforts to facilitate the successful completion of each project. To do so, Client will, in addition to taking other reasonable actions, provide full and timely participation by its key personnel, necessary access to its facilities and information, accurate and complete information upon which ITSIC work will be based, and a safe and productive work environment for ITSIC employees when they are onsite at Client's location(s). Client is responsible for reviewing and verifying each project deliverable within one week after ITSIC submits it to Client. Client will provide for reasonable use by each ITSIC staff member assigned at Client's site during each project: general office facilities, including desk, chair, telephone, minor office supplies, PC, local parking, and reasonable access to networks, printers, meeting rooms, copy machines, and similar items. Client will provide any additional special participation or requirements described in the Project Addendum for each project. Client will not unreasonably withhold its approval of any ITSIC deliverable or project. Client is solely responsible for effective implementation and usage of each project's deliverable results, exercising best efforts and due care, in order to realize the benefits therefrom.

 

2


 

Unless otherwise specified, Client personnel designated as sponsors or key participants for a project will make available at least 25% of their time for that project. The Client Sponsor for a project shall take primary responsibility for the project from the Client side by performing the role of setting objectives; making estimates of business benefits; specifying key information about the business; arranging necessary access, information, participation, and other resources; resolving problems which require Client management action; reviewing and accepting project results; ensuring that key information has been verified; ensuring that the project results are properly implemented to achieve the benefits; and ensuring that all Client responsibilities are carried out timely. Client User Representatives for a project shall perform the role of providing information about the business process and/or current system(s); providing information for the requirements of a new system; verifying information; participating in the review of project deliverables; participating in the implementation of systems; and other similar functions. Client Technical Representatives and/or support organizations such as Client's internal systems department will reasonably cooperate with each project as necessary and will furnish requested information and provide systems access and technical infrastructure implementations necessary to support the project upon an agreed schedule.

 

8. Additional Costs: The pricing specified for each project in its Project Addendum is in addition to reasonable out-of-pocket and extraordinary costs, such as long-distance telephone charges; shipping and special document delivery charges; transportation, meals, and lodging for business travel outside the Las Vegas area; access and parking charges at Client site(s); provision of onsite office facilities and equipment at Client locations; unusual document production and duplication; permitting and regulatory-compliance costs; overtime costs when incurred for the convenience of Client; provision of anything other than personnel-based consulting services; and similar items. These out-of-pocket and extraordinary costs shall be reimbursed monthly by Client upon presentation of an accounting by ITSIC.

 

9. Assignment: Neither party may assign its obligations under this agreement without advanced written consent of the other party. However, ITSIC reserves the right to substitute assigned personnel when necessary. Client may for good cause request that ITSIC review or modify its personnel assignments; such requests will be accommodated to the extent feasible.

 

10. Confidentiality: Each party recognizes that the performance of the services may require disclosure of proprietary information to the other party. To the extent that such proprietary information is obtained directly from the other party in confidence and is not publicly available, then each party agrees to protect the other party's proprietary information: 1) by treating the information as confidential and secret, 2) by using such information only for the performance of this agreement, 3) by not disclosing such information to any third party, (to whom the information is not otherwise available) unless required to do so by operation of law or unless authorized by the other party to do so, and 4) by exercising the same level of care to protect such information as it does with its own proprietary information. The existence of this agreement, this business relationship, the general nature of the projects undertaken hereunder, and the general resulting benefits shall not be considered proprietary. These provisions for protection of proprietary information shall remain in force for a. period of five years following the obtaining of the information, regardless of whether the remainder of this agreement is still in force at that time.

 

3


 

11. Force Majeure: Neither of the parties shall be considered to be in default of its obligations under this Agreement while its performance of these obligations is prevented by Force Majeure, and any time limits specified by this Agreement shall, for the affected project(s), accordingly be extended by a corresponding period of time. Force Majeure shall mean any unanticipated events beyond the reasonable control of a party, including but not limited to: war or acts of war, sabotage, social unrest, revolution, strikes, lock-outs, slow-downs, catastrophes, acts of nature, governmental prohibitions and operation of law, and other similar events, to the extent that it would be impossible or impractical for any of the parties to carry out its obligations. Events caused directly by the acts or omissions of one of the parties shall not be considered Force Majeure for the benefit of the causing party- Each party is obligated to make reasonable efforts to anticipate mad mitigate or avoid events which might impede performance of this Agreement and to timely notify the other party of any delays, anticipated delays, or relevant events.

 

12. Prevention of Performance: Actions or omissions by Client which effectively prevent ITSIC from performing its services (including but not limited to: failure to provide necessary access to facilities or information, failure to provide the specified participation by key parties, failure to schedule requested meetings within one week or failure to keep scheduled meetings, failure to review and either approve or specify reasonable changes in project deliverables within one week from their delivery, failure to provide accurate and complete information, failure to take actions necessary to realize the benefits of services, failure to timely make payments and reimbursements which are due and payable, or similar acts or omissions) shall, for the duration of the prevention, relieve ITSIC from its obligations to render services for the affected project(s) but shall not relieve Client of its obligations, including but not limited to the obligation to pay ITSIC for its services.

 

13. Compliance: ITSIC and Client each represent and warrant that they are familiar with understand, and shall take no action contrary to relevant Nevada laws and regulations. ITSIC obligation to provide services is conditioned upon the fact that there is no requirement that this Agreement be submitted, to or approved by any government agency or other authority and that no special registrations are necessary.

 

14. Liability: ITSIC shall not be liable for any loss, damage, or injury incurred by Client except to the extent that such loss, damage, or injury results directly and solely from negligence or malfeasance by ITSIC in a manner that Client could not reasonably have foreseen or prevented. ITSIC is specifically not liable for the accuracy and completeness of information furnished by Client nor for Client's failure to exercise best efforts and due care in performing its responsibilities. In all events, ITSIC liability shall not exceed the fees paid and/or payable under this Agreement. In no case shall ITSIC be liable for consequential, collateral, derivative, or punitive damages of any form. In no case shall ITSIC be liable for claims from any third party, including Client's correspondents, customers, visitors, suppliers, agents, employees, contractors, interest-owners, joint-venture participants, or similar parties, when such claims arise from this Agreement by virtue of the third party's relationship with Client, and Client shall defend and hold ITSIC harmless from any such claims.

 

4


 

15. Miscellaneous: Each party additionally reserves to itself all remedies available at law as well as the right of offset. Failure of either party to insist upon file strict and timely performance of any provision of this agreement shall not constitute a waiver or estoppel with respect to that event or any future breach. Neither party may create or assume any obligation, expressed or implied, on behalf of the other party. Any notices hereunder must be in writing with acknowledgment of receipt and shall be delivered to, sent by facsimile to, or posted by registered mail to the addresses specified below (with annotation of Attention to the individual and job title named below). Paragraph titles in this Agreement are intended for ease of reference only and shall not affect the interpretation.

 

 

Accepted for ITSIC,                                                                                                                Accepted for Client,

 

IT Strategies International Corporation                                                                                     CrazyGrazer.com

4550 W. Oakey Blvd. Suite 101                                                                                              6600 Amelia Earhart Ct.

Las Vegas, NV 89102                                                                                                             Las Vegas, NV 89119

 

by: /s/ W. Michael Beardslee        April 23, 2004                                                                      by: /s/ Mark Newburg         April 26, 2004

     W. Michael Beardslee             Date                                                                                          Mark Newburg              Date

     President                                                                                                                                  COO/SVP

 

5


 

PROJECT ADDENDUM

 

This addendum is hereby incorporated into the Service Agreement on file with CrazyGrazer.com, dated April 23, 2004, between CrazyGrazer.com ("Client") and IT Strategies International Corporation ("ITSIC"), and is effective on the date signed below by both parties' authorized representatives; if the two parties sign on different dates, then the later date shall be the effective date. Therefore now, ("ITSIC") hereby undertakes to perform the project services specified herein and CrazyGrazer.com, undertakes to purchase these services at the stated price, all subject to the terms and conditions of the Service Agreement on file with CrazyGrazer.com. Performance of the project services is expected to begin on April 23,2004.

 

PROJECT NAME: Customer Service Support

 

PROJECT TYPE:

                                [ ] Planning Study                                 [ ] Functional Management

                                [ ] System Requirements Study             [ ] Facilities Management

                                [ ] System Selection                              [ ] Project Management

                                [ ] Pilot Implementation                        [X] Technical/Functional Staffing

                                [ ] System Implementation                     [ ] Seminar/Training Class

                                [ ] Info. Technology Assessment            [ ] Other (specify)               

 

PROJECT OBJECTIVE & SCOPE:

 

Functions will include, but need not be limited to:

 

Scope of this proposal is limited to providing Customer Service Representatives for any and all projects identified by CrazyGrazer. com.

 

DELIVERABLES to be PRODUCED or FUNCTIONAL SERVICES to be PERFORMED:

 

        1. Customer Service Representatives will perform standard call center duties as defined
        by CrazyGrazer.com.

 

APPROXIMATE PROJECT SCHEDULE & DURATION: of (approximately) 6 months

1) April 26, 2004 to September 26, 2004

2)                                                                                                                      

3)                                                                                                                      

 

ITSIC PROJECT STAFFING:

            1 Jessica Rinaldi         (role) 100% (participation) for 6 months

            2 Sam Silva                (role) 100% (participation) for 6 months

            3 David DeRose         (role) 100% (participation) for 6 months

PROJECT PRICE & TIMING OF PAYMENTS (all prices are in addition to out-of-pocket and extraordinary expenses as defined in the attached Service Agreement):

 

            [ ]     Fixed Price:                  $ (                                        )

 

            [X] Time & Materials:

                              3 Customer Service Representative 2 @ $ 20.00 per hour each

 

            [ ] Other Basis:                                                       

                                                                                          

 

            Timing of Payments: Billing to be submitted every two weeks.

                                                                                                                      

                                                                                                                      

 

6


 

CLIENT ROLES & PARTICIPATION:

            CLIENT PROJECT SPONSOR:

                           Mark Newburg                    (name/title)               % (participation)

            OTHER CLIENT KEY PARTICIPANTS:                                  "

                           Victoria Abajian                   (name/title)               (role)      % (participation)

                           Chris Miggiani                      (name/title)               (role)      % (participation)

                                                                       (name/title)               (role)      % (participation)

                                                                       (name/title)               (role)      % (participation)

 

SPECIAL RESOURCES TO BE FURNISHED BY CLIENT:                                                

                                                                                                                                               

                                                                                                                                               

                                                                                                                                               

 

OTHER SPECIAL CONDITIONS OR TERMS:

                                                                                                                                               

 

Accepted for:                                                                     Accepted for Client:

IT Strategies International Corporation                               CrazyGrazer.com

4550 W. Oakey Blvd. Suite 101

Las Vegas, NV 89102

 

by: /s/ W. Michael Beardslee           April 23, 2004            by: /s/ Mark Newburg          April 26, 2004

     W. Michael Beardslee                Date                                Mark Newburg               Date

     President                                                                           COO/SVP

 

7


 

PROJECT ADDENDUM

 

This addendum is hereby incorporated into the Service Agreement on file with CrazyGrazer.com, dated April 26, 2004, between CrazyGrazer.com ("Client") and IT Strategies International Corporation ("ITSIC"), and is effective on the date signed below by both parties' authorized representatives; if the two parties sign on different dates, then the later date shall be the effective date. Therefore now, ("ITSIC") hereby undertakes to perform, the project services specified herein and CrazyGrazer.com, undertakes to purchase these services at the stated price, all subject to the terms and conditions of the Service Agreement on file with CrazyGrazer.com. Performance of the project services is expected to begin on April 26, 2004.

 

PROJECT NAME: Customer Service Support

 

PROJECT TYPE:

                            [ ] Planning Study                                 [ ] Functional Management

                            [ ] System Requirements Study             [ ] Facilities Management

                            [ ] System Selection                             [ ] Project Management

                            [ ] Pilot Implementation                        [X] Technical/Functional Staffing

                            [ ] System Implementation                    [ ] Seminar/Training Class

                            [ ] Info. Technology Assessment           [ ] Other (specify)

 

PROJECT OBJECTIVE & SCOPE:

 

Functions will include, but need not be limited to:

 

Scope of this proposal is limited to providing HTML Programming for any and all projects identified by CrazyGrazer.com.

 

DELIVERABLES to be PRODUCED or FUNCTIONAL SERVICES to be PERFORMED:

 

        1. Programmer will perform standard programming duties as defined by CrazyGrazer.com.

 

APPROXIMATE PROJECT SCHEDULE & DURATION: of (approximately) 6 months

1) May 3 2004 to October 2, 2004

2)                                                                                                                   

3)                                                                                                                   

 

ITSIC PROJECT STAFFING:

            1. James Hollister      (role) 100% (participation) for 6 months

 

 

PROJECT PRICE & TIMING OF PAYMENTS (all prices are in addition to out-of-pocket and extraordinary expenses as defined in the attached Service Agreement):

            

            [ ] Fixed Price:                $ (                                     )

           

            [X] Time & Materials:

                                1 Programmer @ $ 23.00 per hour

 

            [ ] Other Basis:                                                 

                                                                                    

 

            Timing of Payments: Billing to be submitted every two weeks.

                                                                                                             

                                                                                                             

 

CLIENT ROLES & PARTICIPATION:

            CLIENT PROJECT SPONSOR:

                           Mark Newburg                    (name/title)            % (participation)

            OTHER CLIENT KEY PARTICIPANTS:

                           Victoria Abajian                    (name/title)            (role)      % (participation)

                           Jim Magner                          (name/title)            (role)      % (participation)

                                                                        (name/title)            (role)      % (participation)

                                                                        (name/title)            (role)      % (participation)

 

SPECIAL RESOURCES TO BE FURNISHED BY CLIENT:                                             

                                                                                                                                             

                                                                                                                                             

                                                                                                                                             

 

OTHER SPECIAL CONDITIONS OR TERMS:

                                                                                                                                             

 

Accepted for:                                                                      Accepted for Client:

IT Strategies International Corporation                                CrazyGrazer.com

4550 W Oakey Blvd. Suite 101

Las Vegas, NV 89102

 

by: /s/ W. Michael Beardslee           April 26, 2004              by: /s/ Mark Newburg          April 26,2004

     W. Michael Beardslee                Date                                   Mark Newburg               Date

      President                                                                             COO/SVP

EX-10 7 ex10-16amendhall_loi.htm AMEND NO. 1 BINDING LOI DATED MARCH 8, 2004

AMENDMENT NO. 1 TO

BINDING LETTER OF INTENT DATED MARCH 8, 2004

 

        THIS AMENDMENT NO. 1 TO BINDING LETTER OF INTENT DATED MARCH 8, 2004 ("Amendment No. 1") is made and entered into effective the 30th day of April, 2004, by and between Left Right Marketing Technology, Inc., a Delaware corporation ("LRMK") and Hall Communications, Inc., a Nevada corporation ("HallComm").

 

RECITALS

 

A. LRMK and HallComm entered into a binding letter of intent on March 8, 2004 (the "LOI") providing for the merger (the "Merger") of HallComm into a to be formed wholly owned subsidiary of LRMK. Pursuant to the Merger, 50,000 restricted shares of LRMK Series A Preferred Stock will be exchanged for 100% of the issued and outstanding shares of HallComm. Following the Merger, HallComm will have merged with the new LRMK subsidiary wherein the LRMK subsidiary will cease to exist and HallComm will become a wholly owned subsidiary of LRMK;

 

B. Crazy Grazer LLC was a party to the original LOI, however, LRMK completed the Merger with Crazy Grazer on April 26, 2004. Therefore, Crazy Grazer is no longer a party to the LOI;

 

C. Paragraph 3 of the LOI specifies that the Closing of the Merger shall occur on or before April 30, 2004;

 

D. LRMK and HallComm desire to amend the LOI to extend the Merger Closing date to occur on or before October 31, 2004; and

 

E. LRMK and HallComm desire to amend the LOI pursuant to this Amendment No. 1.

 

NOW, THEREFORE, for and in consideration of the foregoing, and of the mutual covenants, agreements, undertakings, representations and warranties contained herein, the parties hereto agree as follows:

 

1. Paragraph 3 of the LOI shall be amended to read:

 

3. Merger: Preparation of Merger Agreement. The parties would proceed in good faith to negotiate the terms of a mutually acceptable merger agreement (the "Merger Agreement") containing such covenants, representations, warranties and conditions as are customary in transactions of this type, but including the matters described herein. The parties will use their best efforts to complete the Merger Agreement and have the Merger Agreement approved by the parties Board of Directors by September 30, 2004. Closing of the Mergers is anticipated to be on or before October 31, 2004.

 

2. Other than as specifically provided in this Amendment No. 1, all other provisions of the LOI shall remain in full force and effect, the LOI as amended by this Amendment No. 1 constituting the sole and entire agreement between the parties as to the matters contained herein, and superseding any and all conversations, letters and other communications which may have been disseminated by the parties relating to the subject matter hereof, all of which are void and of no effect.

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

 

HallComm:

Hall communications, inc.

a Nevada corporation

 

 

By:/S/Richard "Mick" Hall

Richard "Mick" Hall

President and sole stockholder

 

 

LRMK:

 

LEFT RIGHT MARKETING TECHNOLOGY, INC.

a Delaware corporation

 

 

By: /S/Mark Newburg

Mark Newburg

Chief Operating Officer

 

 

 

EX-31 8 ex31-1.htm

EXHIBIT 31-2

 

CERTIFICATION

 

I, Richard M. "Mick" Hall, certify that:

 

  1. I have reviewed this quarterly report on Form 10-QSB of Left Right Marketing Technology, Inc.;

  2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

  3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report;

  4. The Small Business Issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Small Business Issuer and have:

  1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  2. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

  3. Evaluated the effectiveness of the Small Business Issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

  4. Disclosed in this report any change in the Small Business Issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

  1. The Small Business Issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors of the small business issuer's board of directors (or persons performing the equivalent functions):

  1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

  2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: August 19, 2004

 

/S/Richard M. "Mick" Hall 

Richard M. "Mick" Hall

President and

Chief Executive Officer

EX-31 9 ex31-2.htm

EXHIBIT 31-2

 

CERTIFICATION

 

I, Arnaldo Galassi, certify that:

 

  1. I have reviewed this quarterly report on Form 10-QSB of Left Right Marketing Technology, Inc.;

  2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

  3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report;

  4. The Small Business Issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Small Business Issuer and have:

  1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  2. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

  3. Evaluated the effectiveness of the Small Business Issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

  4. Disclosed in this report any change in the Small Business Issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

  1. The Small Business Issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors of the small business issuer's board of directors (or persons performing the equivalent functions):

  1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

  2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: August 19, 2004

 

/S/Arnaldo Galassi         

Arnaldo Galassi

Chief Financial Officer

 

EX-32 10 ex32-1.htm

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Left Right Marketing Technology, Inc. (the "Company") on Form 10-QSB for the period ended June 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard M. "Mick" Hall, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

  2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/S/Richard M. "Mick" Hall            

Richard M. "Mick" Hall

President and Chief Executive Officer

August 19, 2004

EX-32 11 ex32-2.htm

EXHIBIT 32-2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Left Right Marketing Technology, Inc. (the "Company") on Form 10-QSB for the period ended June 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Arnaldo Galassi, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

  2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/S/Arnaldo Galassi             

Arnaldo Galassi

Chief Financial Officer

August 19, 2004

EX-99 12 ex99-1pressrelease63004.htm

Press Release

Source: Alan Taylor Communications

 

Left Right Marketing Selects Alan Taylor Communications as Public Relations Agency

Wednesday June 30, 6:00 am ET

 

Electronic Commerce Company Taps Leader in Lifestyle and Sports PR

 

LAS VEGAS--(BUSINESS WIRE)--June 30, 2004--Left Right Marketing Technology Inc. (OTCBB:LRMK - News) today announced the retention of New York-based Alan Taylor Communications (ATC) as its public relations agency of record. The firm, widely regarded as the leader in lifestyle and sports public relations, counts MasterCard, Nestle-Purina, Microsoft Games and Yahoo! Sports amongst its clientele.

 

With 60 practitioners possessing a wide variety of PR experience, ATC's history in the technology sector includes public relations campaigns surrounding the launch of ESPN SportZone (now ESPN.com) and SportsLine USA (now CBS SportsLine). The agency has also worked extensively with MSNBC.com and various other technology clients.

 

ATC's responsibilities include publicity of the Left Right Marketing Technology name, as well as the CrazyGrazer.com online shopping brand of its subsidiary. The agency will conduct a proactive public relations campaign to heighten awareness in the business-to-business as well as business-to-consumer realms.

 

"Our partnership with Alan Taylor Communications is yet another touch-point vehicle between us and the marketplace," said LRMK President/CEO Mick Hall. "It is part of our corporate objective to continually enhance LRMK stockholder value and strengthen our marketing position."

 

"We are intrigued by the possibilities that this technology possesses, and we believe that the media will feel the same way," said Howard Dolgon, President, Alan Taylor Communications, Inc. "We are excited to associate with and share the story of an innovative company that has demonstrated a strong understanding of the technology marketplace."

 

For LRMK, the agreement comes on the heels of the June 15 announcement of the letter of intent to acquire Neolink Wireless Content, Inc., which operates two MobiTV live television channels on Sprint PCS. The transaction will accelerate the process by which CrazyGrazer.com will be able to offer its unique service to U.S. customers.

 

About Alan Taylor Communications

 

Alan Taylor Communications, founded in 1984, is recognized as the leading lifestyle and sports public relations agency. Clients of Alan Taylor Communications include NASCAR, MasterCard, Microsoft Games, Nestle-Purina, General Mills, and Diageo, among others. For more information on Alan Taylor Communications, log onto www.alantaylor.com.

 

About Left Right Marketing Technology, Inc.

 

Left Right Marketing Technology, Inc., (LRMK) traded on the Over-the-Counter Bulletin Board (OTC:BB-LRMK), owns and operates CrazyGrazer.com - a Nevada based e-commerce shopping mall (www.crazygrazer.com) - - and has executed a letter of intent to acquire Neolink Wireless Content - a Los Angeles-based wireless broadcast company, currently operating two MobiTV (www.MobiTV.com) live television channels available to SPRINT PCS Vision cellular customers. In line with LRMK's vision, both companies are prepared to be ever changing and poised to respond to new developments in technology, unique product offerings and appeal to a diverse customer base.

 

Forward-Looking Statements: The statements in this press release regarding the Company's business plans, any opinions expressed about the pending acquisition of Neolink and its holdings, any benefits from Alan Taylor's associations with NASCAR, MasterCard, Microsoft Games, Nestle-Purina, General Mills, and/or Diageo, any benefits of the anticipated consumer impact from various points of contact as a result of new technology, the uniqueness of crazygrazer.com's service, anticipated timing for closing the Neolink acquisition, the company's future success, the success of e-commerce, future opportunities and any other effect, result or aspect of the transactions and any other statements, which are not historical facts, are forward-looking statements. Such statements involve risks and uncertainties, including, but not limited to, costs and difficulties related to the integration of acquired business, costs, delays, and any benefits of the Alan Taylor engagement, general economic conditions, and the ability to manage and continue growth. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. We undertake no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

Contact:

 

Left Right Marketing Technology Inc.

Bonnie Smith, 702-260-9305

bsmith@crazygrazer.com

or:

Alan Taylor Communications

Charles Leone, 212-714-1280

charles@alantaylor.com

EX-99 13 ex99-2pressrelease63004.htm

Press Release

Source: Left Right Marketing Technology Inc.

 

Left Right Marketing Technology Inc. Looks to the Future with Great Optimism

Wednesday June 30, 5:58 pm ET

 

LAS VEGAS--(BUSINESS WIRE)--June 30, 2004--Following a recent shareholder letter, Left Right Marketing Technology Inc. (OTCBB: LRMK - News) President/CEO Mick Hall expressed his optimism today about moving forward with their business model.

 

Hall's Remarks:

 

"We are in the process of securing significant funding on an institutional level. Although we are unable to discuss the details of this transaction at this time, it is sufficient to say that this funding will allow us to forge ahead with the execution of our business model. In addition, securing this funding will be a key indicator that we are gaining momentum.

 

We believe we have set very realistic goals for our company based on business plan and our unique business model. If you take a look at some of our projections, you'll see that our goals are modest considering the fact that the e-commerce industry is projected to exceed a total of $229 billion in spending by 2008. The markets that we are targeting are anticipated to reach $81 billion by 2008.

 

Out of our four primary revenue-producing projects, we anticipate that the CrazyGrazer.com (www.crazygrazer.com) Web site and the public access kiosks will provide the company with the bulk of our revenue over the next 24 months. Our market share goals for the served markets for these two initiatives are as follows:

 

CrazyGrazer.com Web site

2005 - .13% (of $49 billion)

2006 - .21% (of $60 billion)

2007 - .85% (of $71 billion)

2008 - 1.37% (of $81 billion)

 

Market share including the CrazyGrazer.com public access kiosks

2005 - .18% (of $49 billion)

2006 - .38% (of $60 billion)

2007 - 1.21% (of $71 billion)

2008 - 1.73% (of $81 billion)

 

A significant goal for us is to have our CrazyGrazer.com in-room hotel shopping network in place to service the estimated 400,000 hotel rooms that have Internet access within the U.S. This number is expected to increase to 2.7 million rooms by 2007. Although not included in the above projections, this is a significant market for us."

 

Upon the completion of Left Right Marketing Technology's purchase of NeoLink Wireless Content Inc., which currently offers two MobiTV live television channels to 26 million Sprint customers, we anticipate being able to provide U.S. customers the opportunity to view and purchase products via cell phones.

 

Investors and LRMK stockholders are urged to read LRMK's annual report on Form 10-KSB and Forms 8-K, available free of charge on the SEC's Web site, www.sec.gov.

 

Forward-Looking Statements: The statements in this press release regarding the company's business plans, anticipated performance by the company, any opinions expressed about the pending acquisition of NeoLink and its holdings, any benefits from the forecasted kiosk and in-room hotel projected markets, any benefits of the anticipated consumer impact from various points of contact as a result of new technology, the uniqueness of CrazyGrazer.com's service, the company's future success, the success and future revenue projections from e-commerce, future opportunities and any other effect, result or aspect of the transaction references to the anticipated revenue from future e-commerce industry performance and any other statements, which are not historical facts, are forward-looking statements. Such statements involve risks and uncertainties, including, but not limited to, costs and difficulties related to the integration of acquired business, costs, delays, general economic conditions, and the ability to manage and continue growth. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. We undertake no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

Contact:

 

Left Right Marketing Technology Inc., Las Vegas

Bonnie Smith, 702-318-2760

 

Source: Left Right Marketing Technology Inc.

EX-99 14 ex99-3pressrelease70104.htm

Press Release

Source: Left Right Marketing Technology, Inc.

 

Left Right Marketing Technology, Inc. Announces the Specifics of Their Pending Acquisition of NeoLink Wireless Content Inc.                     Thursday July 1, 6:08 pm ET

 

LAS VEGAS--(BUSINESS WIRE)--July 1, 2004--Left Right Marketing Technology, Inc. (OTCBB: LRMK -News), the leading marketing company enabled by technology, today announced more specifics about their pending acquisition of Los Angeles-based wireless broadcast company, NeoLink Wireless Content Inc.

 

"We recently announced a binding letter with the intent to purchase NeoLink Wireless Content Inc. Since the announcement we have begun to work with NeoLink on the combining our technology and infrastructure. Today we are dedicated to officially closing the deal on or before Saturday, July 31, 2004," noted Left Right Marketing Technology, Inc., President/CEO, Mick Hall.

 

Upon the completion of the deal Left Right Marketing Technology, Inc. plans to utilize NeoLink's wireless technology platform, as well as their MobiTV (www.MobiTV.com) production and digital broadcast capabilities.

 

The LRMK/NeoLink initiative will follow by video streaming to the CrazyGrazer.com online shopping site and to the CrazyGrazer.com Public Access Shopping Kiosks. LRMK announced the launch of the beta version of the CrazyGrazer.com Outlet Store earlier this year and anticipates the placement of the first CrazyGrazer.com Public Access Shopping Kiosks in time for the 2004 holiday shopping season with the CrazyGrazer.com In Room Hotel Shopper scheduled to launch early 2005.

 

This initiative will enable LMRK's CrazyGrazer.com to become the first retailer to provide U.S. customers the opportunity to view and purchase products via cell phones on MobiTV, the world's first live streaming television content service delivered to mobile phones.

 

Currently NeoLink operates two MobiTV live television channels that can be viewed alongside broadcast stations like MSNBC, CNBC, the Discovery Channel, ABC News and the Fox Sports Network and MobiTV exclusive stations like Vegas TV Sports, which provides information on nationwide sporting events and Vegas TV Scoreline, which provides 24/7 real-time streaming sports score updates.

 

As of December 2003, MobiTV was available to approximately 3.2 million Sprint PCS Vision (NYSE:FON -News) subscribers nationwide. Customers can currently subscribe to MobiTV for an additional $9.99 a month.

 

Investors and LRMK stockholders are urged to read LRMK's annual report on Form 10-KSB and Forms 8-K, available free of charge on the SEC's Web site, www.sec.gov.

 

Forward-Looking Statements: The statements in this press release regarding the company's business plans, any opinions expressed about NeoLink and its holdings, the anticipated revenue from acquisition, any benefits of the anticipated consumer impact from various points of contact as a result of new technology, anticipated perceptions of stockholders based on shopping methods offered, anticipated timing for closing the acquisition, the company's future success, the company's ability to take advantage of market trends, the success of e-commerce, future opportunities and any other effect, result or aspect of the transactions and any other statements, which are not historical facts, are forward-looking statements. Such statements involve risks and uncertainties, including, but not limited to, costs and difficulties related to the integration of acquired business, costs, delays, and any other difficulties related to the outlet store launch and shopping over cell phones, risks and effects of legal and administrative proceedings and governmental regulation, future financial and operational results, competition, general economic conditions, and the ability to manage and continue growth. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. We undertake no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

Contact:

 

Left Right Marketing Technology Inc.

Bonnie Smith, 702/260-9305

bsmith@crazygrazer.com

or

Alan Taylor Communications

Charles Leone, 212/714-1280

charles@alantaylor.com

 

EX-99 15 ex99-4pressrelease72004.htm

Press Release

Source: Left Right Marketing Technology Inc.

 

Left Right Marketing Technology Inc. Enlists IT Strategies International Corp. to Help Launch CrazyGrazer.com

Tuesday July 20, 6:00 am ET

 

LAS VEGAS, NV--(MARKET WIRE)--Jul 20, 2004 -- Crazy Grazer LLC, a wholly owned subsidiary of Left Right Marketing Technology, Inc. (OTC BB:LRMK.OB - News), the leading marketing company enabled by technology, today announced that it has enlisted the services of Las Vegas based computer consulting firm, IT Strategies International Corp.

 

Effective immediately IT Strategies' consultants will help launch CrazyGrazer.com's three well-branded e-commerce websites, as well as the company's publicly accessible shopping kiosks and an in-room hotel-shopping network.

 

IT Strategies International Corp., a privately held global computer-consulting firm, has assigned several consultants to Crazygrazer.com to provide specialized expert information technology skills and in-house staff information systems support.

 

"We have enlisted IT Strategies International Corp because their consultants are very well rounded in a number of industries including e-commerce. In the past they have helped us expedite the deployment of our call center system and our Yahoo store website," said Left Right Marketing Technology, Inc., President/CEO, Mick Hall.

 

CrazyGrazer.com will soon target consumers looking for additional value beyond what is normally found in most outlet malls.

 

"Several of our consultants have been assisting CrazyGrazer.com, provide technical expertise to make the site a viable operation with superior customer service for their clients," said IT Strategies Executive Vice President Mike Marriott. "Information technology can open doors in many different industries, including retail."

 

For more information on IT Strategies International visit www.itstrategiesint.com.

 

Investors and LRMK stockholders are urged to read LRMK's annual report on Form 10-KSB and Forms 8-K, available free of charge on the SEC's Web site, www.sec.gov.

 

Forward-Looking Statements: The statements in this press release regarding the company's business plans, any opinions expressed about NeoLink and its holdings, the anticipated revenue from acquisition, any benefits of the anticipated consumer impact from various points of contact as a result of new technology, anticipated perceptions of stockholders based on shopping methods offered, anticipated timing for closing the acquisition, the company's future success, the company's ability to take advantage of market trends, the success of e-commerce, future opportunities and any other effect, result or aspect of the transactions and any other statements, which are not historical facts, are forward-looking statements. Such statements involve risks and uncertainties, including, but not limited to, costs and difficulties related to the integration of acquired business, costs, delays, and any other difficulties related to the outlet store launch and shopping over cell phones, risks and effects of legal and administrative proceedings and governmental regulation, future financial and operational results, competition, general economic conditions, and the ability to manage and continue growth. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. We undertake no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

Contact:

Bonnie Smith

Left Right Marketing Technology Inc.

702/260-9305

bsmith@crazygrazer.com

 

Charles Leone

Alan Taylor Communications

212/714-1280

charles@alantaylor.com

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