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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.
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
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
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.
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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
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
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(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.
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(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.
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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.
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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
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.
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(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.
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(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.
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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.
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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
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.
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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.
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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.
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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
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
EXHIBIT 31-2
CERTIFICATION
I, Richard M. "Mick" Hall, certify that:
I have reviewed this quarterly report on Form 10-QSB of Left Right Marketing Technology, Inc.;
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;
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;
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:
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;
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;
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
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
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):
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
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
EXHIBIT 31-2
CERTIFICATION
I, Arnaldo Galassi, certify that:
I have reviewed this quarterly report on Form 10-QSB of Left Right Marketing Technology, Inc.;
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;
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;
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:
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;
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;
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
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
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):
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
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
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:
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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
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:
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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
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
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.
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
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