EX-5 6 ex_annexe.txt ANNEX E ANNEX E PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
LRMK SGI Combined Unaudited Unaudited Unaudited 9 months ended 9 months ended 9 months ended September 30, 2005 September 30, 2005 Adjustments September 30, 2005 ------------------ ------------------ ----------- ------------------ Revenue Operating expenses General and administrative $ 115,845 $ 1,384 $ 1,294,027 (a) $ 1,411,256 ------------- ------------ ----------- ------------- Total operating expenses 115,845 1,384 1,294,027 1,411,256 ------------- ------------ ----------- ------------- Loss from operations (115,845) (1,384) (1,294,027) (1,411,256) Other income (expenses): Interest expense (1,566) - - - ------------- ------------ ----------- ------------- Total other income (expenses) (1,566) -- -- -- ------------- ------------ ----------- ------------- Net loss (117,411) (1,384) (1,294,027) (1,411,256) Discontinued operations -- -- -- -- Net loss $ (117,411) $ (1,384) $(1,294,027) $ (1,411,256) ------------- ------------ ----------- ------------- (a) Record reverse merger expense.
LRMK SGI Combined Unaudited Unaudited Unaudited As of As of 9 months ended September 30, 2005 September 30, 2005 Adjustments September 30, 2005 ------------------ ------------------ ----------- ------------------ ASSETS Current assets Cash $ -- $ 100 $ -- $ 100 ------------------ ------------------ ----------- ------------------ Total current assets -- 100 -- 100 Intangible Assets, net of accumulated amortization 7,306 -- 7,306 ------------------ ------------------ ----------- ------------------ Total assets $ -- $ 7,406 $ -- $ 7,406 ================== ================== =========== ================== LIABILITIES AND STOCKHOLDERS' (DEFICIT) Current liabilities Accounts payable $ 128,264 $ - $ - $ 128,264 Loans payable 250,000 - - 250,000 Advance from stockholder 43,033 - - 43,033 Advance from related party - 8,230 - 8,230 Accrued payroll 461,963 - - 461,963 Contingency payable 37,500 - - 37,500 Payroll tax accrual 278,549 - - 278,549 ------------------ ------------------ ----------- ------------------ Total current liabilities 1,199,309 8,230 - 1,207,539 ------------------ ------------------ ----------- ------------------ Total liabilities 1,199,309 8,230 - 1,207,539 Stockholders' (deficit) Common stock; $.001 par value; 95,229 and 52,716 shares issued and outstanding as of September 30, 2005 and December 31, 2004, respectively 94,718 72 7,578 (a) 102,368 Additional paid-in capital 2,999,192 489 (2,999,192)(b) 489 Preferred Stock - - - - Accumulated deficit in development stage (4,293,219) (1,384) 2,991,614 (c) (1,302,989) ------------------ ------------------ ----------- ------------------ Total stockholders' (deficit) (1,199,309) (824) - (1,200,133) ------------------ ------------------ ----------- ------------------ Total liabilities and stockholders' (deficit) $ 0 $ 7,406 $ - $ 7,406 ================== ================== =========== ================== (a) Adjustment to reflect outstanding common shares post reverse with Strategic Gaming Investments, Inc. of 7,745,229. (b) Eliminate additional paid-in capital of Left Right Marketing Techonlogy, Inc. post reverse merger with Strategic Gaming Investments. (c) Eliminate deficit earnings of Left Right Marketing Technology, Inc. post reverse merger, record $1,294,027 of reverse merger expense.
On November 4, 2005, Left Right Marketing Technology, Inc. (LRMT, the Company) entered into a stock purchase agreement with the shareholders of Strategic Gaming Investments, to purchase 100% of the issued and outstanding shares of StrategicGaming Investments, Inc. (SGI), a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. At the time of the Agreement, Mr. Schroeder, Mr. Schultz,and Mr. Griffith were officers and directors of Strategic Gaming Investments and were also officers and directors of the Company. Pursuant to the agreement, on November 4, 2005 the Company issued to the shareholders of SGI 7,650,000 shares of the Companys restricted common stock. As a result of the stock purchase agreement, Strategic Gaming Investments, Inc. became a wholly owned subsidiary of the Company. Prior to this acquisition, the Company had no operations, assets and approximately $1.2 million in liabilities as of September 30, 2005. The adjustments to the historical financial statements reflect the effect of the recording of the reverse merger of the Company and the previously privately-held Strategic G aming Investments, Inc. The reported results of operations and financial condition are those of SGI since the Company has no operations or capital transactions other than the above-described acquisitions which this transaction has been accounted for as reverse acquisition. The adjustments eliminate the results of operations of the Company for the periods before the reverse acquisition of the Company by Strategic Gaming Investments, combine the balance sheets of both entities and reflect the stockholders' equity/deficit as if the transaction had occurred at the date of the pro forma statements.