-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RB7dbciLBWiLqQf1AX6w7HYYIx7L3XV5rV4QTTlsViVtAjQBV/s26VXSxpeHfcAl iUpZ6lTrsIHmh613DnhFdQ== 0001227528-06-000014.txt : 20060109 0001227528-06-000014.hdr.sgml : 20060109 20060109123311 ACCESSION NUMBER: 0001227528-06-000014 CONFORMED SUBMISSION TYPE: DEFM14C PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20060109 DATE AS OF CHANGE: 20060109 EFFECTIVENESS DATE: 20060109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEFT RIGHT MARKETING TECHNOLOGY INC CENTRAL INDEX KEY: 0000278165 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 020314487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFM14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-09047 FILM NUMBER: 06518485 BUSINESS ADDRESS: STREET 1: 585 WEST 500 SOUTH #180 CITY: BOUNTIFUL STATE: UT ZIP: 84010 BUSINESS PHONE: 8012444405 MAIL ADDRESS: STREET 1: 585 WEST 500 SOUTH #180 CITY: BOUNTIFUL STATE: UT ZIP: 84010 FORMER COMPANY: FORMER CONFORMED NAME: LEFT RIGHT MAKETING TECHNOLOGY INC DATE OF NAME CHANGE: 20030815 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL GAMING & TECHNOLOGY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GAMEX INDUSTRIES INC DATE OF NAME CHANGE: 19890928 DEFM14C 1 jdefm14c010906.txt DEFM14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) Of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c- 5(d)(2)) [x] Definitive Information Statement LEFT RIGHT MARKETING TECHNOLOGY, INC. (Name of Registrant as Specified In Charter) Payment of Filing Fee (Check the appropriate box): [ ] No fee required [x] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. 1) Title of each class of securities to which transaction applies: Common Stock --------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: 7,650,000 --------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Determined per Rule 0-11(a)(4) to $3,093,910 --------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: $3,093,910 --------------------------------------------------------------------- 5) Total fee paid: $618.78 --------------------------------------------------------------------- [x] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: --------------------------------------------------------------------- 2) Form, Schedule or Registration Statement No. --------------------------------------------------------------------- 3) Filing Party: --------------------------------------------------------------------- 4) Date Filed: --------------------------------------------------------------------- LEFT RIGHT MARKETING TECHNOLOGY, INC. 585 WEST 500 SOUTH #180 BOUNTIFUL, UTAH 84010 INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14C PROMULGATED THERETO NOTICE OF CORPORATE ACTION BY WRITTEN STOCKHOLDER CONSENT WITHOUT SPECIAL MEETING OF THE STOCKHOLDERS WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY TO OUR STOCKHOLDERS: This Information Statement is being furnished to the stockholders of Left Right Marketing Technology, Inc., a Delaware corporation ("LRMK" or the "Company"), to advise them of the proposals described herein, which have been authorized by the written consent of stockholders owning a majority of the outstanding voting securities of the Company entitled to vote thereon. This action is being taken in accordance with the requirements of the Delaware General Corporation Law (the "DGCL"). This Information Statement will serve as written notice to stockholders pursuant to Section 222 of the DGCL. The Company's board of directors determined that the close of business on November 4, 2005 was the record date ("Record Date") for the stockholders entitled to notice about the proposals authorizing: 1. The election of Jason F. Griffith as a member of the Board of Directors of the Company to serve for a term concluding at the next annual meeting of stockholders or until his successor is elected and qualified. 2. The approval of the Agreement and Plan of Reorganization (the "Agreement"), set forth as Annex A to this Information Statement, by and between the Company and Strategic Gaming Investments, Inc., a Nevada corporation ("SGI"), and the share exchange between the two companies contemplated therein. 3. The approval of an amendment to our articles of incorporation, set forth as Annex B to this Information Statement, changing the name of the Company to Strategic Gaming Investments, Inc. Under Section 222 of the DGCL, proposals by stockholders may be taken without a meeting, without prior notice, by written consent of the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize the proposals at a meeting at which all shares entitled to vote thereon were present and voted. On that basis, stockholders holding a majority of the outstanding shares of capital stock entitled to vote approved the three proposals referred to herein. No other vote or stockholder action is required. You are hereby being provided with notice of the approval of these proposals by written consent of the stockholders owning a majority of the outstanding voting securities of the Company entitled to vote thereon. As of the Record Date, there were 95,229 common shares outstanding. The common stock constitutes the sole outstanding class of voting securities of the Company. The foregoing outstanding share amount is fully diluted and has been used for purposes of the ownership percentage calculations. Each share of common stock entitles the holder thereof to one (1) vote on all matters submitted to a vote of the stockholders. Stockholders holding shares representing 57,928 shares of common stock, or 60.83% of the votes entitled to be cast at a meeting of the Company's stockholders, consented in writing to the three proposals. On November 4, 2005, the Board of Directors approved each of the three proposals referred to in this Information Statement. This Information Statement will first be mailed to stockholders on or about December 22, 2005 and is being furnished for informational purposes only. The executive offices of the Company are located at 585 West 500 South, #180, Bountiful, Utah 84010. The Company's telephone number is (801) 244-4405. The Company will pay all expenses associated with furnishing this Information Statement, including the costs of preparing, assembling and mailing this Information Statement. Additionally, the Company has made written requests of brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of the common stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material. The Board of Directors does not know of any matters, other than those described hereinabove, that require approval by the stockholders of the Company and for which notice is to be given to the stockholders. This Information Statement will serve as written notice to the Company's stockholders pursuant to Section 222 of the DGCL. BY ORDER OF THE BOARD OF DIRECTORS /s/ Lawrence S. Schroeder - ------------------------------------- Lawrence S. Schroeder Chief Executive Officer and President 585 West 500 South #180 Bountiful, Utah 84010 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY SUMMARY TERM SHEET The following summary highlights selected information from this Information Statement and may not contain all of the information that is important to you. To better understand the election of Jason F. Griffith to our board of directors, the terms and conditions of the Agreement and Plan of Reorganization and the amendment to our Articles of Incorporation, you should carefully read this entire document, its appendices and the other documents to which we refer. GENERAL Proposals: We are proposing to (i) elect Jason F. Griffith to serve on our board of directors (See page 6, (ii) approve the Agreement and Plan of Reorganization with Strategic Gaming Investments, Inc. (See page 8), and (iii) amend our articles of incorporation to change our name to Strategic Gaming Investments, Inc. (See page 38. Required Vote: We are not asking you for a proxy as each of the three proposals have been authorized by the written consent of stockholders owning a majority of the outstanding voting securities of the Company entitled to vote thereon WHAT ARE THE PRINCIPAL TERMS OF THE AGREEMENT AND PLAN OF REORGANIZATION WITH STRATEGIC GAMING INVESTMENTS, INC.? The stockholders of Strategic Gaming Investments, Inc. will exchange 100% of their common stock for 7,650,000 shares of common stock of the Company. Following the close of the merger with Strategic Gaming Investments, Inc., we will have 7,745,229 shares of common stock outstanding following the closing, with our current stockholders holding 95,229 shares of common stock. Our stockholders will experience substantial dilution from this transaction (See page 10). We will change our name to Strategic Gaming Investments, Inc. (See page 38). Strategic Gaming Investments, Inc. will pay no cash consideration to us. We will assume all of the assets and liabilities of Strategic Gaming Investments, Inc., including those of its wholly-owned subsidiary The Ultimate Poker League, Inc. (See pages 13 and 20). Following the closing, The Ultimate Poker League, Inc. will be a wholly-owned subsidiary of the Company. The management team of The Ultimate Poker League, Inc. will handle a majority of the day-to-day operations post merger, including the operation of the poker league contests and the production of the reality television series relating thereto (See pages 31 and 35). Following the closing, our common stock will continue to be traded on the Over The Counter Bulletin Board. We anticipate procuring a new stock symbol shortly following the closing. WHAT ARE THE ADVANTAGES AND DISADVANTAGES OF THE APPROVAL OF THE AGREEMENT AND PLAN OF REORGANIZATION? ADVANTAGES. Approval of the Agreement and Plan of Reorganization will allow us to formally commence the process of staging The Ultimate Poker League contests coupled with a reality television series. Additionally, it is anticipated that there will be meaningful revenue opportunities from the sale of The Ultimate Poker League merchandise and licensing opportunities with the brand. In sum, Company management believes the transaction with Strategic Gaming Investments, Inc. offers the Company's stockholders significant growth opportunities in a growing market (See page 30). Alternatively, the Company does not currently have an ongoing business (See page 8 and Annex C). DISADVANTAGES. Existing common stockholders of the Company will incur substantial dilution as a result of the issuance of 7,650,000 shares of common stock to the stockholders of Strategic Gaming Investments, Inc. (See page 10). WHAT ARE THE TAX IMPLICATIONS OF THE MERGER WITH STRATEGIC GAMING INVESTMENTS, INC.? Tax Effects of the Reorganization: Based on advice provided by our tax counsel, we believe that the transaction with Strategic Gaming Investments, Inc. will be tax-free to our stockholders and you will maintain the same tax basis on your common stockholdings. Given that each person's tax situation is different, we suggest that you consult with your personal tax advisor regarding the tax effects of the transactions contemplated (See page 10). HOW WILL THE ARTICLES OF INCORPORATION BE AMENDED? Our Articles of Incorporation will be amended to reflect the change of our name to Strategic Gaming Investments, Inc. (See Annex B). WHAT CONFLICTS OF INTEREST EXIST? Conflicts of interest exist as a result of the constituency of the officers and directors of the Company being identical to the officers and directors of Strategic Gaming Investments, Inc., excluding Jason F. Griffith who serves a director nominee for the Company and as a director of Strategic Gaming Investments, Inc. As there are no independent directors of the Company at this time (although the Company anticipates appointing not less than two (2), and not more than four (4), independent directors in 2006), no special committee of independent directors was appointed to consider the three proposals. Our board of directors did, however, consider various alternatives, including, but not limited to, the fact that the Company has no ongoing business, and the fairness of the proposed merger with Strategic Gaming Investments, Inc. Following such deliberations, the Company's board of directors unanimously approved the adoption of each of the three proposals set forth in this Information Statement. DO I HAVE APPRAISAL OR DISSENTER'S RIGHTS? Pursuant to the Delaware General Corporate Law, ("DGCL"), given that the Company has more than 2,000 outstanding stockholders and the holders of a majority of our outstanding capital stock have approved the three (3) proposals via written consent, the Company is not required to provide dissenting stockholders with a right of appraisal, and the Company will not provide stockholders with such a right (See page 38). CHANGES IN SHAREHOLDER RIGHTS Your rights as a common stockholder in the Company will remain the same. However, as a result of the 7,650,000 shares of common stock to be issued to the stockholders of Strategic Gaming Investments, Inc., your percentage ownership in the Company will be significantly reduced (See page 10). WHO SHOULD YOU CALL WITH QUESTIONS? If you have any questions, you may contact S. Matthew Schultz, Chairman of the Board, at (801) 244-4405. ITEM 1. GENERAL INFORMATION. This Information Statement is being furnished to the stockholders of the Company to advise them of the three proposals described herein, each of which have been authorized by the written consent of stockholders owning a majority of the outstanding voting securities of the Company entitled to vote thereon. This action is being taken in accordance with the requirements of the DGCL. This Information Statement will serve as written notice to stockholders pursuant to Section 222 of the DGCL. The Company's board of directors determined that the close of business on November 4, 2005 was the record date ("Record Date") for the stockholders entitled to notice about the proposals authorizing: 1. The election of Jason F. Griffith as a member of the Board of Directors of the Company to serve for a term concluding at the next annual meeting of stockholders or until his successor is elected and qualified. 2. The approval of the Agreement and Plan of Reorganization (the "Agreement"), set forth as Annex A to this Information Statement, by and between the Company and Strategic Gaming Investments, Inc., a Nevada corporation ("SGI"), and the share exchange between the two companies contemplated therein. 3. The approval of an amendment to our articles of incorporation, set forth as Annex B to this Information Statement, changing the name of the Company to Strategic Gaming Investments, Inc. Under Section 222 of the DGCL, action by stockholders may be taken without a meeting, without prior notice, by written consent of the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize the action at a meeting at which all shares entitled to vote thereon were present and voted. On that basis, the stockholders holding a majority of the outstanding shares of common stock entitled to vote approved these proposals. No other vote or stockholder action is required. You are hereby being provided with notice of the approval of these proposals by written consent of the stockholders owning a majority of the outstanding voting securities of the Company entitled to vote thereon. As of the Record Date, there were 95,229 shares of common stock outstanding. The common stock constitutes the sole outstanding class of voting securities of the Company. The 95,229 shares of common stock are fully diluted and have been used for purposes of calculating the ownership percentages herein. Each share of common stock entitles the holder to one (1) vote on all matters submitted to stockholders. Stockholders holding 57,928 shares of common stock, or 60.83% of the votes entitled to be cast at a meeting of the Company's stockholders, consented in writing to the proposals. On November 4, 2005, the Board of Directors approved each of the proposals and authorized the Company's officers to deliver the Information Statement once in definitive form. The Company estimates that the Information Statement will be sent to stockholders on or about December 22, 2005. PROPOSALS Approval of the following proposals requires the consent of a majority of the issued and outstanding common stock of the Company. As of the Record Date, the Company had 95,229 shares of common stock issued and outstanding. The Company has no outstanding options, warrants or other securities convertible into shares of common stock. Thus, 95,229 shares have been utilized in calculating ownership percentages . A majority of the issued and outstanding common stock of the Company consists of 47,615 shares. Stockholders holding a total of 57,928 shares of common stock, or 60.83% of our issued and outstanding common stock, have voted in favor of each of the three proposals via written consent. The three proposals requiring consent from a majority of the issued and outstanding common stock of the Company are as follows: PROPOSAL ONE: ELECTION OF DIRECTOR Our Board of Directors presently consists of two members, S. Matthew Schultz (Chairman) and Lawrence S. Schroeder. Jason F. Griffith has been nominated to serve as a Director until the earlier of (i) the next annual meeting of the Company's stockholders, (ii) a successor has been duly elected and qualified, or (iii) his or her earlier resignation, removal from office, death or incapacity. The following is a brief description of the business background of Mr. Griffith: Mr. Griffith serves as Chief Financial Officer, Secretary and a Director Nominee of the Company. Mr. Griffith's experience includes having served as chief financial officer for two publicly traded companies, including Datascension, Inc., from June 2002 to March 2005, and South Texas Oil Company, from June 2002 to the present. Mr. Griffith has extensive experience in public accounting, including serving as the managing partner of De Joya, Griffith & Company, LLC, formerly known as CFO Advantage, from June 2002 to December 2004, and Franklin, Griffith & Associates, from January 2005 to August 2005. In addition, Mr. Griffith served as the accounting manager for Chavez & Koch, a certified public accounting firm, from August 2001 through June 2002. Previously, Mr. Griffith worked for Arthur Andersen LLP in Memphis, Tennessee from December 1998 until July 2001. Mr. Griffith received a bachelor's degree in business and economics, and a master's degree in accounting, from Rhodes College. Mr. Griffith is a licensed certified public accountant in Nevada and Tennessee, is a member of the American Institute of Certified Public Accountants, The Association of Certified Fraud Examiners, The Institute of Management Accountants, and the Nevada and Tennessee State Society of CPA's. Currently, Mr. Griffith serves as a member of the board of directors for South Texas Oil Company. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Mr. Griffith serves as Chief Financial Officer, Secretary and a director nominee of the Company. In addition, Mr. Griffith serves as Chief Financial Officer and a Director of SGI, and Secretary and Treasurer of The Ultimate Poker League, Inc., a wholly-owned subsidiary of SGI. Mr. Griffith is the beneficial and record owner of 750,000 shares of Strategic Gaming Investments, Inc. Mr. Griffith's holdings in SGI represent 9.8% of the issued and outstanding common stock of SGI. Following the completion of the merger between the Company and SGI (referred to in proposal two), Mr. Griffith will own 750,000 shares of common stock of the Company, representing 9.7% of the then issued and outstanding common stock of the Company. ABSENCE OF NOMINATING COMMITTEE. The Company does not presently have a nominating committee. The current board of directors of the Company, consisting of Lawrence S. Schroeder and S. Matthew Schultz, currently make all determinations as to director nominees and evaluate nominees based upon their professional experience and the anticipated value each new director will add to the board of directors. In the future, the Company intends to add several members to its board of directors, each of which shall be independent directors, and at least two (2) of such parties shall comprise a nominating committee. In this regard, the Company anticipates that it will add not less than (2), and not more than four (4), independent members to its board of directors in 2006. Upon the occurrence of the foregoing, the Company will establish a formal nominating committee, governed by a nominating committee charter, to consider new director nominees from time to time. AUDIT COMMITTEE REPORT. The Company's board of directors have approved the formation of an audit committee along with the audit committee charter attached hereto as Annex D. At this time, Messrs. Schroeder and Schultz comprise the audit committee; provided, however, upon the formal appointment of not less than two (2), and not more than four (4), the audit committee will be comprised solely of independent directors. One of these individuals shall be qualified to serve as the Company's financial expert and will serve as the chairman of the audit committee. The other two (2) members of the audit committee will be independent directors. The audit committee handles the following matters: 1. Review and discuss the audited financial statements with Company management. 2. Discuss all relevant matters required to be discussed with the Company's independent auditors, including Statement of Accounting Standards 61 as may be modified. 3. Review and discuss the written disclosures and the letter from with the Company's independent auditors required by Independence Standard Boards Standard No. 1, as may be modified. 4. Review, discuss and confirm, to the satisfaction of the audit committee, whether the Company's independent auditors qualify as independent auditors. 5. Based upon its review and discussion of items one through four above, the audit committee shall recommend, or otherwise, to the Company's board of directors, that the Company's audited financial statements should be included in the Company's annual report on Form 10-KSB for the last fiscal year for filing with the Securities and Exchange Commission. 6. The audit committee shall issue a formal audit committee report to the Company's board of directors on not less than an annual basis. BOARD OF DIRECTOR MEETINGS. The Company's board of directors held a meeting four (4) times during the last fiscal year. All meetings were attended by each of the members of the board of directors. The Board of Directors of the Company has approved proposal one. Stockholders holding a majority of our issued and outstanding common stock have approved proposal one via written consent. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY PROPOSAL TWO: APPROVAL OF THE AGREEMENT AND PLAN OF REORGANIZATION AND SHARE EXCHANGE WITH STRATEGIC GAMING INVESTMENTS, INC. On November 4, 2004, Left Right Marketing Technology, Inc. entered into an Agreement and Plan of Reorganization (the "Agreement") with Strategic Gaming Investments, Inc., a Nevada corporation. The Agreement is attached hereto as Annex A. The Agreement has been (i) unanimously approved by the Company's Board of Directors, (ii) approved by a majority of the issued and outstanding common stock of the Company, (iii) unanimously approved by the Board of Directors of SGI, and (iv) SGI stockholders representing 100% of the issued and outstanding common stock of SGI. SUMMARY OF THE TERMS OF THE AGREEMENT. SGI will exchange 100% of its issued and outstanding common stock in consideration for 7,650,000 shares of common stock of the Company. No cash consideration will be paid by SGI to the Company. DESCRIPTION OF THE SECURITIES TO BE ISSUED. The Company will issue 7,650,000 shares of common stock to the stockholders of SGI in exchange for 100% of the issued and outstanding common stock of SGI. The shares of common stock to be issued to the stockholders of SGI will (i) be entitled to dividends when declared by the Company's board of directors; provided, however, the Company presently has no intentions of declaring dividends for its common stockholders and intends to utilize all available cash for its business operations, (ii) be entitled to one (1) vote per share on all matters submitted to a vote of the common stockholders of the Company, (iii) not include pre-emptive rights. There are no provisions in the charter or bylaws of the Company that would delay, defer or prevent a change in control of the Company. CONTACT INFORMATION. Left Right Marketing Technology, Inc., S. Matthew Schultz, Chairman of the Board, 585 West 500 South, #180, Bountiful, UT 84010, (801) 244-4405. Strategic Gaming Investments, Inc., Jason F. Griffith, Secretary, 6330 McLeod Dr., Suite 7, Las Vegas, NV 89120, (702) 736-1852. The Ultimate Poker League, Inc., Benjamin Magee, Director, 6600 Amelia Earhardt Court, Suite B, Las Vegas, NV 89119, (702) 581-0872. BUSINESS CONDUCTED. For information regarding the Company's business, please see the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, as well as the Company's Quarterly Reports on Form 10-QSB for the fiscal quarters ended March 31, June 30 and September 30, 2005. SGI, through its wholly-owned subsidiary, The Ultimate Poker League, Inc., a Nevada corporation ("UPL"), is in the process of creating and operating a poker league (the "Poker League"). SGI is negotiating with a third party to serve as its partner and to sponsor the contest. In the event a definitive agreement is not reached with this third party, SGI has identified several other entities that it intends to approach to serve as its partner and sponsor the Poker League. SGI intends to combine the rapidly growing popularity of poker ("Poker") with another recent phenomenon, reality television ("Reality Television"). The Poker League will consist of a four-week, four-person, contest intended for amateur contestants that will compete to win a trip to Las Vegas, Nevada to participate in its championship finals. For the initial four weeks of the contest, four-person teams will compete in local contests, in multiple cities, to accumulate points based upon poker chips at each weekly session. At the conclusion of the initial four weeks of the contest, the four-person team with the highest point total, from each city in which the contest is being held, will win a prize, consisting of an all expenses paid trip to Las Vegas, Nevada to compete in the finals. Finalists will ultimately be competing for a $1,000,000 grand prize at a Las Vegas, Nevada casino, licensed with the Nevada Gaming Commission. At the finals, each member of the four person teams will compete individually to be the final player remaining in the contest (i.e., the last player with poker chips in the contest). The final player remaining will win the $1,000,000 grand prize on behalf of their respective team. All participants in the Poker League will receive an instructional DVD on Texas Hold'Em along with various UPL merchandise. Throughout Poker League play, camera crews will be compiling footage for the purpose of creating a reality based television show surrounding the events of the Poker League's contest. This television show will be edited for a six episode series to potentially air on a major broadcast television or cable television channel. From beginning to end, viewers will get to know the contestants as they battle their way to the ultimate prize in Las Vegas. While SGI is presently negotiating with a third party to produce and televise the reality television series, it has not yet reached a definitive agreement. In addition to SGI's core business of the Poker League, SGI intends to develop The Ultimate Poker League brand for marketing clothing and other logo merchandise. SGI anticipates using The Ultimate Poker League to potentially launch its own poker gaming magazine, offering industry based articles and information. At this time, SGI, and its wholly-owned subsidiary, The Ultimate Poker League, Inc., is currently engaged in development stage activities which raise substantial doubt about its ability to continue as a going concern. The majority of its business efforts are focused on securing contracts in order to commence operations. Currently, The Ultimate Poker League, Inc. does not have a definitive agreement or other understanding with any party to host the Poker League or its affiliated reality based television show. TERMS OF THE TRANSACTION. SGI will exchange 100% of its issued and outstanding common stock in consideration for 7,650,000 shares of common stock of the Company. No cash or other consideration will be paid by SGI to the Company or its stockholders in connection with the Agreement. Currently, the Company has no ongoing business and extremely limited capital. After reviewing other opportunities, the Company's board of directors and management feel strongly that the unique nature of the Poker League, the ongoing growth in the poker industry, and the experience of the individuals involved with SGI and UPL satisfies its primary objective of providing stockholders with a long-term value opportunity. The Board of Directors of the Company has unanimously approved the Agreement, and stockholders holding a majority of the outstanding common stock of the Company have approved the Agreement. A vote on the transaction between the Company and SGI will not occur. Further, the Company is not soliciting proxies from its stockholders and requests that its stockholders do not send a proxy. The transaction between the Company and SGI will be accounted for as a recapitalization. Since SGI is the only operating company in the exchange and the stockholders of SGI will receive a substantial majority of the voting securities of the combined companies, the transaction exchange will be accounted for as a "reverse acquisition" and, effectively, as a recapitalization, in which SGI will be treated as the accounting acquirer (and the legal acquiree), and the Company will be treated as the accounting acquiree (and the legal acquirer). For Federal income tax purposes, the Agreement is intended to constitute as a "plan of reorganization" under Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"). After conferring with tax counsel, management of the Company believes that the transaction will be "tax-free" to the stockholders of the Company, as well as the stockholders of SGI. We believe that our stockholders will be able to maintain the same tax basis on their respective common stockholdings following the merger. However, given that each person's tax situation is different, the Company advises all of its stockholders to consult with their personal tax advisors regarding the tax effects of the transactions contemplated DILUTIVE EFFECTS OF THE TRANSACTION. The merger between the Company and SGI will result in the issuance of 7,650,000 shares of common stock of the Company to the stockholders of SGI in exchange for 100% of the issued and outstanding capital stock of SGI. The merger transaction will have the following dilutive effect on the stockholders of the Company.
LRMK Common LRMK Common Stock to be % Holdings of Existing % Holdings of Existing Stock Outstanding Issued to SGI Stockholders LRMK Stockholders LRMK Stockholders Pre-Merger for 100% of SGI Capital Stock Pre-Merger Post-Merger (1) 95,229 7,650,000 100% 1.23%
________________ (1) Following the merger, the Company will have 7,745,229 shares of common stock issued and outstanding. As a result of the merger, current stockholders of LRMK will be diluted by 98.77%. REGULATORY APPROVALS. The transaction between the Company and SGI is subject to applicable laws and regulations at both the Federal and state level. Regulatory approval from a specific Federal or state authority is not, however, required in connection with the transaction. REPORTS, OPINIONS, APPRAISALS. Not applicable. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS. Other than the transaction referred to in this proposal two, there have been no other negotiations, transactions or material contacts during the past two years between Strategic Gaming Investments and the subject company or its affiliates concerning any: (1) Merger; (2) Consolidation; (3) Acquisition; (4) Tender offer for or other acquisition of any class of the subject company's securities; (5) Election of the subject company's directors; or (6) Sale or other transfer of a material amount of assets of the subject company. The officers of the Company were approached with the potential merger candidate of Strategic Gaming Investments, Inc. and its wholly-owned subsidiary, The Ultimate Poker League, Inc. during September 2005. This initial inquiry was made by Anthony Marsiglia, President of UPL. The Company's Board of Directors met thereafter to discuss the potential merger of SGI with the Company as well as other possibilities for the Company. After reviewing the potential alternatives, given the Company's lack of operations and assets, and existing liabilities, it was determined that the board should undertake a more in-depth and intensive review of the potential merger candidate, specifically the business and prospects of The Ultimate Poker League. After thoroughly reviewing the other alternatives, it was determined that the business plan of The Ultimate Poker League offered the Company's stockholders with the best long-term growth opportunity. Furthermore, the other alternatives reviewed by the Company's Board of Directors required significant infusions of cash, which the Company was not prepared or able to make. The Company then undertook a further due diligence investigation of UPL, its principals, and the business prospects to properly evaluate the potential risks and benefits of the acquisition. At a follow up meeting at the beginning of October 2005, the Company's board of directors discussed its due diligence investigation findings, including the business plan and strategies of The Ultimate Poker League, Inc. and other relevant documents (industry profile, potential contracts, long term potential, etc.). Following a lengthy discussion, it was determined to be in the best interest of the Company's stockholders to undertake the merger transaction with Strategic Gaming Investments, Inc. There are no material contracts, existing, pending or otherwise, between the Company and SGI other than the pending Agreement and Plan of Reorganization attached hereto as Annex A. SELECTED FINANCIAL DATA. The information required for the Company includes the annual report on Form 10-KSB for the fiscal year ended December 31, 2004, and the quarterly reports for quarters ended March 31, June 30 and September 30, 2005. Each of the foregoing filings are attached hereto as Annex C. The information required for SGI includes the audit of SGI's financial statements for the period from inception through September 30, 2005, as well as the audited financial statements of its wholly-owned subsidiary, The Ultimate Poker League, Inc., a Nevada corporation, from the period of inception through September 30, 2005. The audited financial statements of SGI and UPL are set forth immediately below: AUDITED FINANCIAL STATEMENTS OF STRATEGIC GAMING INVESTMENTS, INC. AND THE ULTIMATE POKER LEAGUE, INC. Beadle, McBride, Evans & Reeves, LLP 2285 Renaissance Drive accountants and consultants Las Vegas, NV 89119 Tel. 702-597-0010 Fax. 702-597-2767 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT To the Board of Directors Strategic Gaming Investment, Inc. 6330 McLeod Drive Las Vegas, NV 89120 We have audited the accompanying balance sheet of Strategic Gaming Investment, Inc. (a Nevada Corporation in the development stage) as of September 30, 2005, and the related statements of operations, changes in stockholders' equity and cash flows for the period from inception of September 27, 2005 to September 30, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with generally auditing standards as established by the Auditing Standards Board (United States) and in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Our audit included consideration of internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Strategic Gaming Investment, Inc. as of September 30, 2005, and results of operations and cash flows for the initial period from inception of September 27, 2005 to September 30, 2005 in conformity with U.S. generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note1 to the financial statements, the Company is in the development stage and currently does not have any sources of revenue. These conditions raise substantial doubt about its ability to remain as a going concern. Management's plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from this uncertainty. /s/Beadle, McBride, Evans & Reeves, LLP - --------------------------------------- Las Vegas, Nevada October 27, 2005
STRATEGIC GAMING INVESTMENTS, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET Audited As of September 30, 2005 ------------------------ ASSETS Current assets Cash $ - Total current assets - Total assets $ - ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts Payable & Accrued expenses - --------- Total current liabilities - --------- Total liabilities - Stockholders' equity Common stock; $.001 par value, 100,000 shares authorized, 71,500 shares issued and outstanding 72 Additional paid-in capital 388 Accumulated (deficit) (460) --------- Total stockholders' equity (0) --------- Total liabilities and stockholders' equity $ (0) ========= See Accompanying Notes to Financial Statements.
STRATEGIC GAMING INVESTMENTS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS Audited September 27, 2005 (Inception) through September 30, 2005 ----------------------------- Revenue $ - Operating expenses General and administrative expenses 460 Total operating expenses 460 ------------ Loss from operations (460) Other income (expenses): Other expense - Interest expense - ------------ Total other income (expenses) - ------------ Loss before provision for income taxes (460) Provision for income taxes - ------------ Net loss $ (460) ------------ Basic and diluted loss per common share $ (0.01) ============ Basic and diluted weighted average common shares outstanding 71,500 ============ See Accompanying Notes to Financial Statements.
STRATEGIC GAMING INVESTMENTS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS Audited September 27, 2005 (Inception) through September 30, 2005 ----------------------------- Cash flows from operating activities: Net loss $ (460) Adjustments to reconcile net loss to net cash used by operating activities: Changes in operating assets and liabilities: - ---------- Net cash used by operating activities (460) Cash flows from investing activities: Purchase of property and equipment - ---------- Net cash used by investing activities - Cash flows from financing activities: Advance from shareholder - Proceeds from issuance of common stock 460 ---------- Net cash provided by financing activities 460 ---------- Net increase in cash (0) Cash, beginning of period - ---------- Cash, end of period $ (0) ========== See Accompanying Notes to Financial Statements.
STRATEGIC GAMING INVESTMENTS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY Common Stock Additional Total ---------------------- Paid-in Accumulated Stockholders' Shares Amount Capital Deficit Equity -------- --------- ---------- ----------- ------------ Balance at September 27, 2005 (Date of Inception) $ 71,500 $ 72 $ 388 $ - $ 460 Net loss - - - (460) (460) --------- --------- ---------- ----------- ------------ Balance, September 30, 2005 $ 71,500 $ 72 $ 388 $ (460) $ (0) ========= ========= ========== =========== ============ See Accompanying Notes to Financial Statements.
STRATEGIC GAMING INVESTMENTS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES Description of business and history - Strategic Gaming Investments, Inc., a Nevada corporation, (hereinafter referred to as the "Company" or "Strategic Gaming Investments, Inc.") was incorporated in the State of Nevada on September 27, 2005. The company plans to be in the business of gaming and the entertainment and hospitality industries. The Company intends to create a national poker contest for amateur contestants to compete for a grand prize. The Company operations has been limited to general administrative operations and is considered a development stage company in accordance with Statement of Financial Accounting Standards No. 7. Management of Company - The Company filed its articles of incorporation with the Nevada Secretary of State on September 27, 2005, indicating Jason F. Griffith as the incorporator. The company filed its initial list of officers and directors with the Nevada Secretary of State on September 27, 2005, indicating it's President as Larry Schroeder and it's Secretary and Treasurer as Jason Griffith. The following director was also indicated in this filing: Matthew Schultz. Going concern - The Company incurred net losses of approximately $460 from the period of September 27, 2005 (Date of Inception) through September 30, 2005 and has not commenced its operations, rather, still in the development stages, raising substantial doubt about the Company's ability to continue as a going concern. The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives. The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company's plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Year end - The Company's year end is December 31. Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Income taxes - The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Management feels the Company will have a net operating loss carryover to be used for future years. Such losses may not be fully deductible due to the significant amounts of non-cash service costs. The Company has established a valuation allowance for the full tax benefit of the operating loss carryovers due to the uncertainty regarding realization. Net loss per common share - The Company computes net loss per share in accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB 98, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is antidilutive. For the period from September 27, 2005 (Date of Inception) through September 30, 2005, no options and warrants were excluded from the computation of diluted earnings per share because their effect would be antidilutive. Concentration of risk - A significant amount of the Company's assets and resources are dependent on the financial support of the shareholders, should the shareholders determine to no longer finance the operations of the company, it may be unlikely for the company to continue. Revenue recognition - The Company has no revenues to date from its operations. Once revenues are generated, management will establish a revenue recognition policy. Advertising costs - The Company recognizes advertising expenses in accordance with Statement of Position 93-7 "Reporting on Advertising Costs." Accordingly, the Company expenses the costs of producing advertisements at the time production occurs, and expenses the costs of communicating advertisements in the period in which the advertising space or airtime is used. The Company has recorded no advertising costs for the period from September 27, 2005, through September 30, 2005. Legal Procedures - The Company is not aware of, nor is it involved in any pending legal proceedings. 2. PROPERTY AND EQUIPMENT As of September 30, 2005 the Company does not own any property and/or equipment. 3. STOCKHOLDER'S EQUITY The Company has 100,000 shares authorized and 71,500 issued and outstanding as of September 30, 2005. The issued and outstanding shares were issued as follows: On September 27, 2005 the Company issued the following shares: 34,000 common shares, $0.001 par value stock, were issued to Larry Schroeder, a Company founder. 30,000 common shares, $0.001 par value stock, were issued to S. Matthew Schultz, a Company founder. 7,500 common shares, $0.001 par value stock, were issued to Jason F. Griffith, a Company founder. 4. LOAN FROM STOCKHOLDER As of September 30, 2005, the Company had no shareholder loans. 5. RELATED PARTY TRANSACTIONS As of September 30, 2005, there are no related party transactions between the Company and any officers, which were not disclosed in Notes 3 & 4. 6. STOCK OPTIONS As of September 30, 2005, the Company does not have any stock options outstanding, nor does it have any written or verbal agreements for the issuance or distribution of stock options at any point in the future. 7. LITIGATION As of September 30, 2005, the Company is not aware of any current or pending litigation which may affect the Company's operations. Beadle, McBride, Evans & Reeves, LLP 2285 Renaissance Drive accountants and consultants Las Vegas, NV 89119 Tel. 702-597-0010 Fax. 702-597-2767 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT To the Board of Directors The Ultimate Poker League, Inc 6600 Amelia Earhardt Court, Suite B Las Vegas, NV 89119 We have audited the accompanying balance sheet of The Ultimate Poker League, Inc. (a Nevada Corporation in the development stage) as of September 30, 2005, and the related statements of operations, changes in stockholders' equity and cash flows for the period from inception of August 23, 2005 to September 30, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with generally auditing standards as established by the Auditing Standards Board (United States) and in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Our audit included consideration of internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Ultimate Poker League, Inc. as of September 30, 2005, and results of operations and cash flows for the initial period from inception of August 23, 2005 to September 30, 2005 in conformity with U.S. generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note1 to the financial statements, the Company is in the development stage and currently does not have any sources of revenue. These conditions raise substantial doubt about its ability to remain as a going concern. Management's plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from this uncertainty. /s/Beadle, McBride, Evans & Reeves, LLP - --------------------------------------- Las Vegas, Nevada October 12, 2005
THE ULTIMATE POKER LEAGUE, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET Audited As of September 30, 2005 ------------------ ASSETS Current assets Cash $ 100 --------- Total current assets 100 Intangible Assets, net of accumulated amortization 7,306 --------- Total assets $ 7,406 ========= LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Advance from related party 8,230 --------- Total current liabilities 8,230 --------- Total liabilities 8,230 Stockholders' (deficit) Common stock; no par value; 100,000 shares authorized, 100,000 shares issued and outstanding - Additional paid-in capital 100 Accumulated (deficit) (924) --------- Total stockholders' (deficit) (824) --------- Total liabilities and stockholders' (deficit) $ 7,406 ========= See Accompanying Notes to Financial Statements.
THE ULTIMATE POKER LEAGUE, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS Audited August 23, 2005 (Inception) through September 30, 2005 -------------------------- Revenue $ - Operating expenses General and Administrative 924 ------------- Total operating expenses 924 ------------- Loss from operations (924) Other income (expenses): Other expense - Interest expense - ------------- Total other income (expenses) - ------------- Loss before provision for income taxes (924) Provision for income taxes - ------------- Net loss $ (924) ------------- Basic and diluted loss per common share $ (0.01) ============= Basic and diluted weighted average common shares outstanding 100,000 ============= See Accompanying Notes to Financial Statements.
THE ULTIMATE POKER LEAGUE, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS Audited August 23, 2005 (Inception) through September 30, 2005 -------------------------- Cash flows from operating activities: Net loss $ (924) Adjustments to reconcile net loss to net cash used by operating activities: Changes in operating assets and liabilities: Depreciation and amortization 469 ----------- Net cash used by operating activities (455) Cash flows from investing activities: Purchase of Intangible Assets (7,775) ----------- Net cash used by investing activities (7,775) Cash flows from financing activities: Advance from related party 8,230 Proceeds from issuance of common stock 100 ----------- Net cash provided by financing activities 8,330 ----------- Net increase in cash 100 Cash, beginning of period - ----------- Cash, end of period $ 100 =========== See Accompanying Notes to Financial Statements.
THE ULTIMATE POKER LEAGUE, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF STOCKHOLDERS' DEFICIT Common Stock Additional Total ---------------------- Paid-in Accumulated Stockholders' Shares Amount Capital Deficit Equity -------- --------- ---------- ----------- ------------ Balance at August 23, 2005 (Date of inception) 100,000 $ - $ 100 $ - $ 100 Net loss - - - (924) (924) ------- --------- ---------- ----------- ------------ Balance, September 30, 2005 - $ - $ 100 $ (924) $ (924) ======= ========= ========== =========== ============ See Accompanying Notes to Financial Statements.
THE ULTIMATE POKER LEAGUE, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES Description of business and history - The Ultimate Poker League, Inc., a Nevada corporation, (hereinafter referred to as the "Company" or "The Ultimate Poker League, Inc.") was incorporated in the State of Nevada on August 23, 2005. The company plans to be in the business of gaming, specializing in poker, and the entertainment and hospitality industries. The company intends to create a national poker contest for amateur contestants to compete for a grand prize. Additionally, the Company hopes to develop the contest into a reality based television series. The Company also intends to develop its website for the purpose of maintaining its member base and informing the public. The Company operations has been limited to general administrative operations and is considered a development stage company in accordance with Statement of Financial Accounting Standards No. 7. Management of Company - The company filed its articles of incorporation with the Nevada Secretary of State on August 23, 2005, indicating Larry Schroeder as the incorporator. The company filed its initial list of officers and directors with the Nevada Secretary of State on September 19, 2005, indicating it's President as Anthony Marsiglia and its Secretary and Treasurer as Jason Griffith. The following directors were also indicated in this filing: Donald Beck, Benjamin Magee, Patrick Williams, and Anthony Marsiglia. Going concern - The Company incurred net losses of approximately $924 from the period of August 23, 2005 (Date of Inception) through September 30, 2005 and has not commenced its operations, rather, still in the development stages, raising substantial doubt about the Company's ability to continue as a going concern. The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives. The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company's plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Year end - The Company's year end is December 31. Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Income taxes - The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Management feels the Company will have a net operating loss carryover to be used for future years. Such losses may not be fully deductible due to the significant amounts of non-cash service costs. The Company has established a valuation allowance for the full tax benefit of the operating loss carryovers due to the uncertainty regarding realization. Net loss per common share - The Company computes net loss per share in accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB 98, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is antidilutive. For the period from August 23, 2005 (Date of Inception) through September 30, 2005, no options and warrants were excluded from the computation of diluted earnings per share because their effect would be antidilutive. Comprehensive income (loss) - The Company's bank account is located in Las Vegas, Nevada, with funds in United States dollars. There have been no comprehensive income or loss items as of September 30, 2005. Concentration of risk - A significant amount of the Company's assets and resources are dependent on the financial support of the shareholders, should the shareholders determine to no longer finance the operations of the company, it may be unlikely for the company to continue. Revenue recognition - The Company has no revenues to date from its operations. Once the revenue is generated, the company will recognize revenues as the membership fees are paid and tournament fees are collected, in accordance with the terms of our agreements. Advertising costs - The Company recognizes advertising expenses in accordance with Statement of Position 93-7 "Reporting on Advertising Costs." Accordingly, the Company expenses the costs of producing advertisements at the time production occurs, and expenses the costs of communicating advertisements in the period in which the advertising space or airtime is used. The Company has recorded no advertising costs for the period from August 23, 2005, through September 30, 2005. Legal Procedures - As of September 30, 2005, the Company is not aware of any current or pending litigation which may affect the Company's operations. Intangible Assets - The Company has adopted SFAS No. 142, "Goodwill and Other Intangible Assets", which requires that goodwill and other intangible assets be valued and recorded when acquired and amortized over their estimated useful life unless that that life is determined to be indefinite. Intangible assets are required to be tested for impairment and impairment losses, if any, shall be recorded. As of September 30, 2005, the Company had $7,775 in intangible assets and management has determined those assets to have finite useful lives. The intangible assets that make up that amount include trademark rights of $275 (15-year estimated useful life) and website development cost of $7,500 (2- year estimated useful life). Both are amortized using the straight-line method. 2. PROPERTY AND EQUIPMENT As of September 30, 2005 the Company does not own any property and/or equipment. 3. STOCKHOLDER'S EQUITY The Company has 100,000 shares authorized and 100,000 issued and outstanding as of September 30, 2005. The issued and outstanding shares were issued as follows: On August 23, 2005 the Company issued the following shares: 50,000 common shares, no par, were issued to Anthony Marsiglia, a Company founder. 20,000 common shares, no par, were issued to Donald Beck, a Company founder. 15,000 common shares, no par, were issued to Benjamin Magee, a Company founder. 10,000 common shares, no par, were issued to Patrick Williams, a Company founder. 5,000 common shares, no par, were issued to John Padon, a Company founder. 4. ADVANCE FROM STOCKHOLDER As of September 30, 2005, the company has the following loans from shareholders: Anthony Marsiglia, the Company President, has loaned the company $7,830, in the form of $7,500 in services for the Company website and $330 for incorporation filing fees, this note is non interest bearing and has no due date assigned to it. Jason Griffith, the Company Secretary and Treasurer, has loaned the Company $400, in the form of $125 for officer list filing fees and $275 for trademark application fees, this note is non interest bearing and has no due date assigned to it. 5. RELATED PARTY TRANSACTIONS As of September 30, 2005, there were no other related party transactions between the Company and any officers, which are not disclosed in Notes 3 and 4. 6. STOCK OPTIONS As of September 30, 2005, the Company does not have any stock options outstanding, nor does it have any written or verbal agreements for the issuance or distribution of stock options at any point in the future. 7. SUBSEQUENT EVENTS On September 29, 2005, the Company has entered into a 3 year lease with Premier Loyalty Solutions, Inc. at $1,000 per month from August 2005 through July 2008, at the address of 6600 Amelia Earhardt Court, Suite B., Las Vegas, NV 89119. PRO FORMA SELECTED FINANCIAL DATA. SGI was formed in the State of Nevada on September 27, 2005. The information required consists of the pro forma condensed combined selected financial data of SGI and UPL for the nine months ended September 30, 2005 and is set forth immediately below: PRO FORMA SELECTED FINANCIAL DATA The following summary historical financial data should be read in conjunction with the financial statements (and notes thereto) of LRMT and SGI (includes its wholly-owned subsidiary, The Ultimate Poker League, Inc.):
Fiscal Year Ended 9 Months Ended December 31, 2004 September 30, 2005 (Audited) (Unaudited) ----------------- ------------------ Revenue $ - $ - Cost of Revenue - - ----------------- ------------------ Gross Margin - - Selling General and Administrative 1,719,558 1,411,256 Costs associated with rescinded merger 1,022,015 - ----------------- ------------------ Total Expenses 2,741,573 1,411,256 Operating Income (2,741,573) (1,411,256) Total Other Income (Expense) (2,365) - ----------------- ------------------ Net Income (Loss) $ (2,743,938) $ (1,411,256) Total Assets $ - $ 7,406 Total Liabilities $ 1,130,383 $ 1,207,539 Shareholders' equity $ (1,130,383) $ 1,200,133
PRO FORMA INFORMATION. The pro forma information required consists of the pro forma condensed combined financial statements of the Company for the nine months ended September 30, 2005 is set forth immediately below: PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following is a pro forma condensed combined financial statement of the Company and SGI (including its wholly-owned subsidiary, The Ultimate Poker League, Inc.):
LRMK SGI Combined 9 months ended 9 months ended 9 months ended September 30, 2005 September 30, 2005 Adjustments September 30, 2005 (Unaudited) (Unaudited) (Unaudited) ------------------ ------------------ ----------- ------------------ 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 As of As of 9 months ended September 30, 2005 September 30, 2005 Adjustments September 30, 2005 (Unaudited) (Unaudited) (Unaudited) ------------------ ------------------ ----------- ------------------ 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 merger with Strategic Gaming Investments, Inc., of 7,745,229. (b) Eliminate additional paid-in capital of Left Right Marketing Technology, Inc. post merger with Strategic Gaming Investments. (c) Eliminate deficit earnings of Left Right Marketing Technology, Inc. post merger; record $1,294,027 of merger expense. The adjustments to the historical financial statements reflect the pro forma effect of recording the proposed merger of the Company and Strategic Gaming Investments, Inc. The reported results of operations and financial condition are those of SGI since the Company has had no operations or capital transactions other than the above-described pro forma acquisition. The proposed merger 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 reflects the stockholders' equity/deficit as if the transaction had occurred at the date of the pro forma statements. INFORMATION ABOUT THE PARTIES TO THE AGREEMENT. The information required of the Company is included in the Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, as well as the Quarterly Reports on Form 10-QSB for the fiscal quarters ended March 31, June 30 and September 30, 2005. All of the above filings of the Company made pursuant to the Securities Exchange Act of 1934, as amended, are attached hereto as Annex C. The Company has approximately 2,400 stockholders. SGI is not subject to the reporting requirements of either Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. SGI's common stock is not listed on any exchange and has no stated market value. No dividends have been paid since its inception. SGI has eight (8) holders of record of its common stock. The audited financial statements of SGI, and its wholly owned subsidiary UPL, for the period from inception through September 30, 2005, are set forth below. Under Delaware law, stockholder approval of the Agreement, and transactions associated therewith, are not required. Stockholders are encouraged to read this information in its entirety for a greater understanding of the purchase of Strategic Gaming Investments, Inc. by the Company. FORWARD LOOKING STATEMENTS SOME OF THE STATEMENTS SET FORTH BELOW ARE NOT HISTORICAL FACTS AND ARE "FORWARD-LOOKING STATEMENTS" WHICH CAN BE IDENTIFIED BY THE USE OF TERMINOLOGY SUCH AS "ESTIMATES," "PROJECTS," "PLANS," "BELIEVES," "EXPECTS," "ANTICIPATES," "INTENDS," OR THE NEGATIVE OR OTHER VARIATIONS, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. WE URGE YOU TO BE CAUTIOUS OF THE FORWARD-LOOKING STATEMENTS, AND THAT SUCH STATEMENTS REFLECT THE CURRENT BELIEFS OF MANAGEMENT OF SGI WITH RESPECT TO FUTURE EVENTS AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS AFFECTING ITS OPERATIONS, MARKET GROWTH, SERVICES, PRODUCTS AND LICENSES. NO ASSURANCES CAN BE GIVEN REGARDING THE ACHIEVEMENT OF FUTURE RESULTS, AS ACTUAL RESULTS MAY DIFFER MATERIALLY AS A RESULT OF THE RISKS FACED BY SGI, AND ACTUAL EVENTS MAY DIFFER FROM THE ASSUMPTIONS UNDERLYING THE STATEMENTS THAT HAVE BEEN MADE REGARDING ANTICIPATED EVENTS. ALL WRITTEN FORWARD-LOOKING STATEMENTS MADE BELOW ARE ATTRIBUTABLE TO SGI AND ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THESE CAUTIONARY STATEMENTS. GIVEN THE UNCERTAINTIES THAT SURROUND SUCH STATEMENTS, YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS. THE SAFE HARBORS OF FORWARD-LOOKING STATEMENTS PROVIDED BY THE SECURITIES LITIGATION REFORM ACT OF 1995 (THE "REFORM ACT") ARE UNAVAILABLE TO ISSUERS NOT SUBJECT TO THE REPORTING REQUIREMENTS SET FORTH UNDER SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AS SGI HAS NOT REGISTERED ITS SECURITIES PURSUANT TO SECTION 12 OF THE EXCHANGE ACT, SUCH SAFE HARBORS SET FORTH UNDER THE REFORM ACT ARE UNAVAILABLE TO SGI. BACKGROUND OF THE INDUSTRY Poker Leagues Poker has become extremely popular in recent years. Millions of people are playing poker at family gatherings, church functions and on college campuses. Television has fueled the rapid growth of poker over the recent years. According to Shawn Riley and Kurt McPhail of the Amateur Poker League, their league grows at an impressive rate of 1,500 members a week. Reality TV Currently, poker tournaments are being aired on several major networks. Specifically, ESPN airs the World Series of Poker, The Travel Channel airs the World Poker Tour and Bravo airs Celebrity Poker. Fox Sport and Game Show Network have also created their own poker programming. The World Poker Tour is currently the Travel Channels' highest rated show. In addition, television shows such as Survivor, Big Brother and The Amazing Race air on the three largest broadcast networks in the United States (ABC, CBS and NBC), and are slotted for prime viewing time because they attract such a large audience. In the Nielsen Ratings for the week of November 28, 2005, available online at www.neilsenmedia.com, (i) Survivor: Guatemala, was the ninth highest rated show on major broadcast networks, and (ii) The Real World XVI: Reunion, was the sixth highest rated show on cable television. According to USA Today (Society for the Advancement of Education - September 2004), during the 2003-04 television season, ten (10) reality shows ranked among the top 25 prime-time programs in the audience-composition index for adults 18-49 with incomes of $75,000 or more. Nielsen ratings indicate that more than 18,000,000 viewers have been captivated by television programs that take ordinary people and place them in situations that have them competing in ongoing contests while being filmed 24 hours a day. The interest in the United States in reality based television concepts continues to be a component of the television lineup of major broadcast television networks and cable television operators. To our knowledge, there has yet to be programming combining the concept of reality based television surrounding real live poker contest play. Internet According to Christiansen Capital Advisors Online, poker rooms took in $1.3 billion in revenues last year, a number that is forecasted to grow to $5.8 billion by 2008, or 28 percent of all Internet gambling revenues. More than 1.78 million players bet money in online poker rooms during January 2005 alone, according to the research service PokerPulse. It is anticipated that poker revenue will exceed $2.0 billion, and attract over one million players a month, in 2005. Currently, United States citizens play poker at 266 poker websites, up from 53 poker websites as of June 2003, according to gaming site CasinoCity.com. Print Media Bluff, billing itself as a "poker lifestyle" magazine, launched last fall with a circulation of 90,000. The publisher has stated that this figure has since more than tripled since the initial publication. According to Eric Morris, publisher of Bluff, his magazine is garnering advertising dollars not only from makers of poker paraphernalia, online gambling operators, Harrah's and MGM Mirage, among others, but also mainstream non poker companies including Oakley, Disney's, ESPN and Activision Inc. PRODUCTS AND SERVICES SGI's target industry will be primarily focused on The Ultimate Poker League contest and the reality television series documenting the contest. SGI also proposes to branch into retail for logo merchandise and print media for its own poker gaming magazine. The Ultimate Poker League Contest Initially, the contests will be held in up to nine major cities, including San Francisco, Sacramento, Salt Lake City, Las Vegas, Phoenix, Los Angeles, San Diego, Dallas, and Houston. Equipment will be provided by SGI and sponsors of the contest. League play will be held in multiple cities. Contests will consist of teams comprised of four members each. Each team will pay an entry fee of $2,000. After four weeks of consecutive play, a winning team from each city will meet in Las Vegas to compete for the $1,000,000 grand prize. The Ultimate Poker League Reality TV Show SGI plans to create a reality television show based on the events surrounding the league contest. From the first round to the championship round in Las Vegas, camera crews will follow the contest participants, thereby allowing viewers to see the action behind the scenes of a national poker contest. SGI is presently negotiating with a third party to produce and televise the reality television series, but has not reached a definitive agreement. Retail Logo Merchandise SGI plans to offer the following logo merchandise to consumers: hats, shirts, clothing apparel, tables, playing cards, chips, books, DVD's, video games, downloads, and more. SGI plans to make the merchandise available through its website, www.theultimatepokerleague.com, at participating retail outlets, and onsite at the contest locations. Mr. Marsiglia will oversee all merchandising of UPL products (Please see Mr. Marsiglia's biography on page_41). The Ultimate Poker League Magazine SGI is currently in the research and development stage of creating its own poker gaming magazine. Initial intentions are to offer industry insight through articles on varied topics from poker tips to in-depth interviews with the nation's top poker players. DISTRIBUTION SGI plans to display advertisements at participating restaurants of our proposed national restaurant chain partner, or other suitable partner, as well as promotional displays at retail outlets (grocery stores, convenience stores, etc.). SGI also plans to advertise in industry publications and through the use of online banner ads. Through the use of national advertising campaigns and a partnership with a nationwide facilitator, SGI believes that it will be able to solicit interest in cities throughout the country for The Ultimate Poker League. WEBSITE SGI is currently finalizing its website at www.theultimatepokerleague.com to inform the public about its services and proposed products. Once SGI develops a database of members, SGI intends to prepare an email address list and disseminate current information directly to those members via email and fax broadcast. COMPETITION SGI's primary competitors consist of local card rooms and clubs, poker leagues and online poker rooms. SGI believes its top competitors include The World Poker Tour, The World Series of Poker and the Amateur Poker League, among others. SGI believes that it can successfully compete in the industry because of the unique format of its business. Unlike the poker tournaments aired on television (e.g., World Series of Poker on ESPN and The World Poker Tour, most recently aired on the Travel Channel, etc.), The Ultimate Poker League is a TEAM FORMAT, consisting of amateur players competing in a four-week contest. In each city, the winning team of the four-week contest will win a prize consisting of an all expenses paid trip to the finals. At the finals, to be held at a Las Vegas, Nevada licensed casino, the winning team will win the grand prize of $1,000,000. The winning prize will be paid by the licensed casino and NOT the Company. The Ultimate Poker League, Inc. intends to combine the concept of normal televised poker contests like the World Series of Poker with the reality television concept of Survivor. Camera crews will follow the players behind the scenes and give the viewers an in-depth look at what life is like during a national poker contest. SGI's management team plans to secure key contacts in the gaming and entertainment industries as well as strong relationships with facilities providers. SGI believes the primary factors for its success will be building and maintaining strategic alliances with its facilities providers, maintaining consistent games that it can duplicate on a national basis. GOVERNMENT REGULATION, LICENSING AND TAXATION Management of SGI does not believe there are existing, or probable, government regulations that could impact its business. For example, the Texas Attorney General released a statement in 2005 stating that amateur poker contests do not violate the state's anti-gambling laws, if no cash is involved. SGI intends to monitor any changes in these laws and reevaluate its position, if necessary. SGI will, however, abide by all state and local regulations pertaining to contests and/or sweepstakes/games of chance. Registration of The Ultimate Poker League contest, in those states where required (e.g., New York, Rhode Island, and Florida), will be undertaken when, and if, we decide to offer The Ultimate Poker League in those states. PATENTS AND TRADEMARKS SGI currently has no registered patents or trademarks. SGI has, however, submitted an application to register The Ultimate Poker League trademark with the United States Patent & Trademark Office. Since SGI has no existing patent or trademark rights, unauthorized persons may attempt to copy aspects of its business, including its website designs, product information and sources, sales techniques, or to obtain and use information that it regards as proprietary, such as the technology used to operate its website and web content. Any encroachment upon SGI's proprietary information, including the unauthorized use of its name, the use of a similar name by a competing company or a lawsuit initiated against it for infringement upon another company's proprietary information or improper use of their trademark, may affect its ability to create brand name recognition, cause customer confusion or have a detrimental effect on its business. Litigation or proceedings may be necessary in the future to enforce SGI's intellectual property rights, to protect its trade secrets and domain name and/or to determine the validity and scope of the proprietary rights of others. Any such litigation or adverse proceeding could result in substantial costs and diversion of resources and could seriously harm SGI's business operations and results of operations. EMPLOYEES SGI does not have any employees at this time, other than the three (3) officers of the Company, and four (4) officers of its wholly owned subsidiary, The Ultimate Poker League, Inc. Each officer and director of SGI and UPL devotes their time as needed to the business. SGI management believes that its operations are currently on a small scale that is manageable by these individuals, but SGI anticipates using contract labor as operations grow and additional labor is warranted. PLAN OF OPERATION AND MILESTONES SGI anticipates that it will need to achieve each of the milestones outlined below within the next twelve months. Operations will commence immediately upon close of the merger and it is anticipated that revenue will be generated in the nine months ending September 30, 2006. There can be no assurance that achievement of this eight (8) step plan will result in SGI becoming fully operational or profitable: 1. PROCURE ADEQUATE FUNDING FOR OPERATIONS AND THE $1,000,000 GRAND PRIZE. Since the Poker League is a new venture, SGI's primary objective is to secure adequate funding to fully implement its business strategies. Following the close of the merger, equity financing will be procured by the Company to finance the foregoing as well as all costs associated with being a publicly traded company, including, but not limited to, the fees charged by independent auditors, attorneys, and transfer agent, among others, estimated at approximately $200,000 per annum in total. 2. ENTER INTO A DEFINITIVE AGREEMENT WITH A FACILITIES PROVIDER WITH MULTIPLE LOCATIONS THROUGHOUT THE UNITED STATES. SGI is in negotiations with a third party to sponsor The Ultimate Poker League contest. This third party will require specific financial performance from SGI in exchange for the marketing rights to their brand. In this regard, SGI will be required to post a $1,000,000 bond with the third party partner. It is envisioned that the $1,000,000 grand prize will be photographed with dealers and Poker League players in connection with promotional materials regarding The Ultimate Poker League. Mr. Magee will oversee all production aspects of the Poker League contest. 3. CREATE A SUBSTANTIAL MEMBER BASE. SGI plans to display advertisements at participating restaurant locations of our proposed partner as well as at retail outlets (grocery stores, convenience stores, etc.) in cities in which the Poker League is offered. SGI also plans to advertise in industry publications and through the use of online banner ads. SGI believes that this will provide it with substantial initial exposure. 4. ENTER INTO A DEFINITIVE AGREEMENT WITH A MAJOR BROADCAST CHANNEL TO AIR THE ULTIMATE POKER LEAGUE REALITY TELEVISION SERIES. SGI is in negotiations with a widely recognized major broadcast company to produce and air The Ultimate Poker League reality television series, but has not reached a definitive agreement. As with SGI's proposed facilities sponsoring partner referred to above, this broadcast company will require sufficient funding to support the $1,000,000 grand prize. Mr. Beck will oversee all production aspects of the reality television series. 5. BEGIN NEGOTIATIONS WITH ADVERTISING PARTNERS. SGI intends to advertise in several industry-wide publications, such as Card Player, Poker Player, Pop Pair and Bluff magazines. Additionally, SGI will include online advertising on strategic gaming sites, including Poker Lifestyle, as well as links and banner advertisements on other participating sponsors' web sites. We are projecting that our advertising expense will be not less than $125,000 for the twelve months following the close of the merger. 6. SECURE CONTRACT LABOR FOR FILMING. Key management of UPL has worked in the film and television production industry for over twenty-five years and has significant working knowledge of, and contacts in, the television industry. This expertise, combined with an extensive network of industry contacts, will assist SGI significantly in securing capable film crews in multiple locations. 7. DEVELOP THE ULTIMATE POKER LEAGUE BRAND CLOTHING AND OTHER LOGO MERCHANDISE. SGI plans to market apparel and industry specific merchandise, including hats, shirts, clothing apparel, tables, playing cards, chips, books, DVD's, video games, and downloads. The development of logo merchandise will be determined by the success of the contest and its reality television show. 8. EXPAND CONTESTS INTO OTHER CITIES: Through the use of national advertising campaigns and partnership with a nationwide facilitator, SGI believes it will be able to solicit interest in cities throughout the United States. SGI plans to create a uniform contest that can be easily duplicated in many locations. League supervisors, all of which will be licensed with the Nevada Gaming Commission, will oversee all out of state league play to ensure that its specific league rules and guidelines are strictly followed. The league supervisors will be independent contractors of the Company. Neither the Company, nor its officers and directors, will be required to obtain a license with the Nevada Gaming Commission. It is anticipated that the monthly fixed overhead expense will be approximately $125,000 regarding the foregoing. While there can be no assurance as to the timing and effectiveness of commencement of the Poker League contest, below is an anticipated timeline of events over the twelve months following the close of the merger: First Quarter 2006: - - Enter into a definitive agreement with a facilities provider with multiple locations throughout the United States - - Procure funding for operations through an equity fund raising - - Finalize the Company's website - - Enter into a definitive agreement with a major broadcast channel to air The Ultimate Poker League reality television series - - Begin negotiations with advertising partners Second Quarter 2006: - - Hold initial Poker League contest - - Create a substantial member base - - Continue to expand relations with advertising partners - - Secure contract labor for filming - - Work to find a merchandising partner for The Ultimate Poker League clothing and merchandise Third Quarter 2006: - - Continue to build a substantial member base - - Develop The Ultimate Poker League brand clothing and other logo merchandise Fourth Quarter 2006: - - Produce and begin marketing of The Ultimate Poker League brand clothing and other logo merchandise - - Expand contests into other cities MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION. DESCRIPTION OF BUSINESS AND HISTORY. Strategic Gaming Investments, Inc., a Nevada corporation, was incorporated in the State of Nevada on September 27, 2005. SGI has one wholly owned subsidiary, The Ultimate Poker League, Inc. SGI intends to create a national poker contest for amateur contestants to compete for a grand prize. Since its inception on September 27, 2005, SGI's operations have been limited to general administrative operations. Accordingly, SGI is considered a development stage company in accordance with Statement of Financial Accounting Standards No. 7. MANAGEMENT OF SGI. SGI filed its articles of incorporation with the Nevada Secretary of State on September 27, 2005, indicating Jason F. Griffith as the incorporator. SGI filed its initial list of officers and directors with the Nevada Secretary of State on September 27, 2005 stating as follows: Lawrence S. Schroeder, President and a Director; Jason F. Griffith, Secretary, Treasurer and a Director, S. Matthew Schultz, Director. GOING CONCERN. SGI incurred net losses of $460 for the period from inception on September 27, 2005 through September 30, 2005. SGI is in the development stage which raises substantial doubt about its ability to continue as a going concern. The ability of SGI to continue as a going concern is dependent on additional sources of capital and the success of SGI's business plan. The audited financial statements of SGI, and its wholly owned subsidiary, The Ultimate Poker League, Inc., a Nevada corporation, are attached hereto as Annex C and do not include any adjustments that might be necessary if SGI is unable to continue as a going concern. FISCAL YEAR END. The fiscal year end of SGI is December 31. USE OF ESTIMATES. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. INCOME TAXES. SGI accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. SGI management believes that it will have a net operating loss carryover to be used for future years. Such losses may not be fully deductible due to the significant amounts of non-cash service costs. SGI has established a valuation allowance for the full tax benefit of the operating loss carryovers due to the uncertainty regarding realization. NET LOSS PER COMMON SHARE. SGI computes net loss per share in accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB 98, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is antidilutive. CONCENTRATION OF RISK. A significant amount of the SGI assets and resources are dependent on the financial support of its stockholders. Should the SGI stockholders determine to no longer finance the operations of SGI, it may be unlikely for SGI to continue. REVENUE RECOGNITION. SGI has no revenues to date from its operations. Once revenues are generated, management will establish a revenue recognition policy. ADVERTISING COSTS. SGI recognizes advertising expenses in accordance with Statement of Position 93-7 "Reporting on Advertising Costs." Accordingly, SGI expenses the costs of producing advertisements at the time production occurs, and expenses the costs of communicating advertisements in the period in which the advertising space or airtime is used. SGI has recorded no advertising costs for the period from inception, through September 30, 2005. LITIGATION. SGI is not aware of, nor is it involved in any, pending or threatened legal proceedings. PROPERTY AND EQUIPMENT. As of September 30, 2005, SGI does not own any property or equipment. ISSUANCES OF SGI COMMON STOCK. The Company's authorized capital stock consists of 100,000 shares of common stock, $0.001 par value. As of September 30, 2005, the date of the most recent audit of the financial statements of SGI, SGI had 71,500 shares of common stock. As referred to below, SGI issued the sum of 5,000 shares of common stock on October 21, 2005 in connection with its transaction with The Ultimate Poker League, Inc., a Nevada corporation. On September 27, 2005, the Company issued the following shares: (i) 34,000 shares of common stock were issued to Lawrence S. Schroeder as founder's stock; (ii) 30,000 shares of common stock were issued to S. Matthew Schultz as founder's stock; and (iii) 7,500 shares of common stock were issued to Jason F. Griffith as founder's stock. Each of the foregoing issuances was made in reliance upon the exemption from securities registration provided by Section 4(2) of the Securities Act of 1933, as amended. On October 21, 2005, SGI and The Ultimate Poker League, Inc., a Nevada corporation ("UPL") entered into an Agreement and Plan of Reorganization ("SGI/UPL Merger"), whereby SGI acquired 100% of the issued and outstanding capital stock of UPL in consideration for the issuance of 5,000 shares of common stock of SGI. Following the close of the SGI/UPL Merger, UPL continues in existence as a wholly owned subsidiary of SGI. The SGI/UPL Merger was structured as a tax-free reorganization under Section 368 of the Internal Revenue Code, as amended. The SGI/UPL Merger was made in reliance upon the exemptions from securities registration provided by Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. STOCKHOLDER LOANS. As of September 30, 2005, SGI had no outstanding loans from stockholders. RELATED PARTY TRANSACTIONS. As of September 30, 2005, there are no related party transactions between SGI and its officers, directors and five percent (5%) stockholders. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. There have been no changes in the accountants of SGI since inception. Additionally, there have been no disagreements with the accountants of SGI. STOCK OPTIONS. As of September 30, 2005, and as of the date of this Information Statement, there are no outstanding options to purchase common stock of SGI. On November 4, 2005, our Board of Director's approved the Agreement and Plan of Reorganization, attached hereto as Annex A, by and between the Company and SGI. The terms of the Agreement provide that the Company acquire 100% of the issued and outstanding capital stock of SGI in consideration for the issuance of 7,650,000 shares of common stock of the Company to the stockholders of SGI. Upon the close of the merger, SGI and UPL will become wholly owned subsidiaries of the Company. The Board of Directors of the Company has approved proposal two. Stockholders holding a majority of the Company's issued and outstanding common stock have approved proposal two via written consent. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY PROPOSAL THREE: AMENDMENT TO OUR AMENDED ARTICLES OF INCORPORATION TO CHANGE THE COMPANY NAME TO STRATEGIC GAMING INVESTMENTS, INC. The name change is being undertaken in conjunction with the transaction between the Company and Strategic Gaming Investments, Inc. detailed in proposal two above. The name change will become effective upon the filing of the amendment to our Amended Articles of Incorporation with the Delaware Department of State, Division of Corporations. The amendment to our articles of incorporation is attached hereto as Annex B. The Board of Directors of the Company has approved proposal three. Stockholders holding a majority of the Company's issued and outstanding common stock have approved proposal three via written consent. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY The Company's Board of Directors does not know of any matters, other than those described above, that require approval by the stockholders of the Company and for which notice is to be given to the stockholders. The Company has received the vote of a majority of its stockholders regarding the three proposals referred to herein, thereby satisfying the requirements of the Delaware General Corporation Law and its Certificate of Incorporation and Bylaws for stockholder approval of the proposals taken above. Given the foregoing, the Company is not holding a special meeting of its stockholders with respect to the three proposals herein, and is not asking its stockholders for a proxy or consent. ITEM 2. REVOCABILITY OF PROXY. The three proposals set forth herein have been approved via written consent by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize the action at a meeting at which all shares entitled to vote thereon were present and voted. Accordingly, we are not asking stockholders for a proxy and we request that stockholders do not send a proxy to us. ITEM 3. DISSENTERS' RIGHTS OF APPRAISAL. Under the DGCL, given that the Company has more than 2,000 outstanding stockholders and the holders of a majority of our outstanding capital stock have approved the three (3) proposals via written consent, the Company is not required to provide dissenting stockholders with a right of appraisal, and the Company will not provide stockholders with such a right. ITEM 4. PERSONS MAKING THE SOLICITATION. This Information Statement is being furnished by the Company to its stockholders in conformity with the Securities Exchange Act of 1934, as amended, as well as the DGCL. The Company will bear all costs and expenses relating to the mailing of the Information Statement, and the Annexes thereto, to its stockholders. ITEM 5. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON. The Company's Board of Directors, and a majority of its outstanding common stockholders, have approved proposal number two relating to the transaction by and between the Company and SGI. The officers and directors of SGI are as follows: Larry S. Schroeder, President and a Director; S. Matthew Schultz, Chairman of the Board of Directors; and Jason F. Griffith, Chief Financial Officer, Secretary and a Director. Messrs, Schroeder, Schultz and Griffith serve in the same officer and director capacities for the Company, except that Mr. Griffith is a director nominee of the Company. In addition, Messrs. Schroeder, Schultz and Griffith hold, collectively, 7,150,000 of the 7,650,000 issued and outstanding shares of common stock of SGI, or 93.5%. Further, Mr. Schultz holds 57,928 shares of common stock of the Company, comprising 60.83% of the issued and outstanding common stock of the Company. Based upon Mr. Schultz's majority ownership in the Company's issued and outstanding common stock, Mr. Schultz's consent is sufficient to approve each of the three proposals referred to herein. ITEM 6. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF. As of the Record Date, there were 95,299 shares of common stock outstanding. The common stock constitutes the sole outstanding class of voting securities of the Company. The foregoing share amount is fully-diluted (there are no outstanding options, warrants or other securities convertible into common stock of the Company) and has been used for purposes of the ownership percentage calculations below. Each share of common stock entitles the holder to one (1) vote on all matters submitted to stockholders. The following table sets forth the issued and outstanding common stock, as of November 4, 2005, with respect to the following parties: (i) each person known to the Company to be the beneficial owner of more that five percent (5%) of the Company's issued and outstanding common stock; (ii) each officer and director of the Company; and (iii) all executive officers and directors as a group. The following beneficial ownership information has been furnished to the Company by each of the parties named below:
NAME OF BENEFICIAL OWNER POSITION NUMBER OF SHARES OPTIONS OR OTHER PERCENTAGE BENEFICIALLY OWNED (1) SECURITIES EXERCISABLE OF CLASS WITHIN 60 DAYS - -------------------------- --------------------------- ---------------------- ---------------------- ---------- S. Matthew Schultz Chairman of the Board; 57,928 0 60.83% Chief Operating Officer Lawrence S.Schroeder President; Chief Executive 0 0 0.00% Officer; Director Jason F. Griffith Chief Financial Officer; 0 0 0.00% Secretary; Director Nominee ------ --- ------ EXECUTIVE OFFICERS AND DIRECTORS (AS A GROUP) 57,928 0 60.83% ====== === ======
_________________ (1) Except as otherwise indicated, the persons named in the above table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. None of the persons named above hold options, warrants or other securities exercisable, or convertible, into shares of common stock of the Company. Except as otherwise indicated, the address of each named executive officer, director and beneficial owner of more than five percent (5%) of the Company's issued and outstanding common stock is c/o Left Right Marketing Technology, Inc., 585 West 500 South #180, Bountiful, Utah 84010. ITEM 7. DIRECTORS AND EXECUTIVE OFFICERS. The directors and officers of the Company are identical to the directors and officers of SGI, with the exception of Mr. Griffith who is a director nominee of the Company. The following sets forth the requisite information with respect to the executive officers and directors of the Company:
NAME AGE POSITION DATES SERVED - --------------------- --- ----------------------------------------- --------------------------------- S. Matthew Schultz 35 Chairman of the Board of Directors and February 16, 2005 Chief Operating Officer Lawrence S. Schroeder 58 President, Chief Executive Officer, and a February 16, 2005 Director Jason F. Griffith 29 Chief Financial Officer, Secretary and a Since September 13, 2005 (As CFO) Director Nominee
_________________ The following is biographical information for each of the directors and officers listed above: OFFICERS AND DIRECTORS - COMPANY S. MATTHEW SCHULTZ serves as Chief Operating Officer and Chairman of the Board of Directors of the Company. Since April 2003, Mr. Schultz has served as President of Wexford Capital Ventures, Inc., a Utah based strategic financial consulting firm. Mr. Schultz has been instrumental in creating successful investor awareness campaigns for numerous publicly traded companies, and has assisted in private placement offerings, both domestically and internationally. From 1999 to 2003, Mr. Schultz was the Chairman of Pali Financial Group, Inc., an investment banking firm specializing in small cap securities. Mr. Schultz also served as the vice-president of the Utah Consumer Lending Association from 1998 through 1999. LAWRENCE S. SCHROEDER serves as President, Chief Executive Officer and a Director of the Company. Since 1992, Mr. Schroeder has served as a private consultant to the hospitality and other industries. Mr. Schroeder's clients have included the NFL, NASCAR, MLB, NHL and their officially licensed consumer products. Mr. Schroeder is a Director of Responsive Marketing & Communications, an official marketing agency of record for the 1996 Olympic Games. Mr. Schroeder is also Chairman and Chief Executive Officer of New World Entertainment, a joint venture partner and strategic marketing agent for Allied Domecq Spirits and Wine, acting as merchandiser for portfolio brands to stadiums, casinos and other public facilities domestically. Mr. Schroeder received a bachelors of science in business administration from Huron College. JASON F. GRIFFITH serves as Chief Financial Officer, Secretary and a Director Nominee of the Company. Mr. Griffith's experience includes having served as chief financial officer for two publicly traded companies, including Datascension, Inc., from June 2002 to March 2005, and South Texas Oil Company, from June 2002 to the present. Mr. Griffith has extensive experience in public accounting, including serving as the managing partner of De Joya, Griffith & Company, LLC, formerly known as CFO Advantage, from June 2002 to December 2004, and Franklin, Griffith & Associates, from January 2005 to August 2005. In addition, Mr. Griffith served as the accounting manager for Chavez & Koch, a certified public accounting firm, from August 2001 through June 2002. Previously, Mr. Griffith worked for Arthur Andersen LLP in Memphis, Tennessee from December 1998 until July 2001. Mr. Griffith received a bachelor's degree in business and economics, and a master's degree in accounting, from Rhodes College. Mr. Griffith is a licensed certified public accountant in Nevada and Tennessee, is a member of the American Institute of Certified Public Accountants, The Association of Certified Fraud Examiners, The Institute of Management Accountants, and the Nevada and Tennessee State Society of CPA's. Currently, Mr. Griffith serves as a member of the board of directors for South Texas Oil Company. The officers and directors of The Ultimate Poker League, Inc. ("UPL"), a wholly-owned subsidiary of SGI, are as follows:
NAME AGE POSITION DATES SERVED - --------------------- --- -------------------- ---------------------- Anthony J. Marsiglia 58 President Since Inception of UPL Jason F. Griffith 29 Secretary, Treasurer Since Inception of UPL Benjamin R. Magee 35 Director (UPL) Since Inception of UPL Donald R. Beck 56 Director (UPL) Since Inception of UPL Patrick M. Williams 39 Director (UPL) Since Inception of UPL
_________________ OFFICERS AND DIRECTORS - THE ULTIMATE POKER LEAGUE, INC. ANTHONY J. MARSIGLIA serves as the President of UPL. Mr. Marsiglia is currently the President and Chief Executive Officer of Responsive Marketing Communications, a full service marketing agency located in Chicago, Illinois. Mr. Marsiglia is a pioneer in integrated marketing, with extensive experience in advertising, marketing and brand building. From 1969 to 1978, Mr. Marsiglia served as a sales representative and then Group Product Manager of Standard Brands, now know as Kraft. While with Standard Brands, Mr. Marsiglia ultimately directed marketing and brand development campaigns for Planters Nuts & Snacks, Blue Bonnet Margarine and Yardley of London Soaps. Mr. Marsiglia launched Responsive Marketing with the Bertolli olive oil and wine brand, taking the brand from a niche market player to national chain distribution status. Mr. Marsiglia was also instrumental in developing brand recognition and product development for Energizer, Lipton, Thomas', Knorr, Entenmann's, Hillshire Farms and other national brands for large multi- national companies such as Kraft, Unilever, ConAgra and Sara Lee. Responsive Marketing was a marketing agency of record for the 1996 Olympic Games. Responsive Marketing was also one of the first marketing agencies to develop fan clubs and affinity programs to support client bases. Since the 1980's, Responsive Marketing has been a primary developer of fan club and affinity programs, including Gumby, The Teenage Mutant Ninja Turtles and The Energizer Bunny. At its peak, the Teenage Ninja Mutant Turtles fan club boasted 300,000 members and the Energizer Bunny club sold over 250,000 pieces of merchandise. Mr. Marsiglia received a bachelor's degree in marketing from Northern Illinois University. BENJAMIN R. MAGEE serves as a Director of UPL. Since 2004, Mr. Magee has served as the Tournament Director for the Plaza Hotel and Casino, Las Vegas, Nevada, and has increased the Plaza poker tournament schedule from one tournament, operating six days per week, to four tournaments, operating seven days per week. Mr. Magee is responsible for turning an unprofitable venture for the Plaza Hotel into an operation with positive cash flow of approximately $70,000 per month. Mr. Magee oversees all aspects of the Plaza tournaments, including advertising and marketing, the result of which has been a tremendous increase in visibility and profit for the tournaments. Mr. Magee has also organized, structured and operated daily tournaments and major televised events including the Ultimate Poker Challenge and World Poker Classic. Prior to joining Plaza Hotel, Mr. Magee was employed by Binion's Horseshoe Hotel and Casino with the responsibility to direct the satellite tournaments for the 2004 World Series of Poker. While working for Binion's, Mr. Magee standardized gaming regulations and assisted the international poker community with problems related to poker rulings, and was responsible for increasing tournament play from two tournaments per week to ten tournaments per week. From 1995 to 2002, Mr. Magee supervised multi-game dealers and multiple casinos, and was responsible for increasing profitability and the customer loyalty base for such venues. DONALD R. BECK serves as a Director of UPL. Currently Mr. Beck is the President and Chief Executive Officer of Toolbox Productions and Beck-ola Productions, full service advertising agencies serving major clients in the entertainment and television industry. The clients of Toolbox and Beck-ola Productions include United Paramount Network, MGM Worldwide Television, ABC, MGM, Sony, Paramount and Universal Worldwide. Mr. Beck is also Chairman/Founding Partner of PalTV, a new interactive television network. Mr. Beck has produced and directed film and television projects for over twenty- five years. During his professional career, Mr. Beck has served as a Senior Vice President of Creative Services for ABC television for seven years, prior to founding his own production company, Beck-Ola Productions in 1973. Mr. Beck has produced several feature length motion pictures including Cutting Class (the first starring role for Brad Pitt) and Interruptions, as well as dozens of made for home entertainment projects, including more then seven Star Trek specials, three Stargate SG-1 specials and several videos on the sport of ice hockey. Currently, Mr. Beck is working on several special Star Trek DVD limited edition sets as well as producing the videos for the Star Trek Adventure exhibit in Hyde Park, London, and Star Trek: The Experience in Las Vegas. Mr. Beck has won numerous gold and silver Promax awards including "Best of Show" several times. In 2002, Beck, as producer/director, won the television DVD of the Year award for the series Star Trek: Next Generation. Mr. Beck has served on various television industry panels as a judge and moderator. Mr. Beck is a director member of the Director's Guild of America as well as an adjunct professor of production/post-production techniques at Santa Monica College, Academy of Entertainment. PATRICK M. WILLIAMS serves as a Director of UPL. Mr. Williams currently serves as the President of Premier Loyalty Solutions, LLC ("PLS"), a leading provider of full-service loyalty programs for the automotive industry. Since Mr. Williams' involvement in PLS, PLS has realized a significant increase in sales and growth. Mr. Williams is intimately involved with all internal and external resources in product design, implementation processes, client service paradigms, internal operations and singularly manages sales across multiple distribution channels for all of PLS's products and services. Mr. Williams has over twenty-one years of retail automotive industry experience encompassing positions in direct sales, sales force motivation and training, sales management, as well as direct responsibility for operations. Mr. Williams is an active member of the community, including work with Las Vegas Resource Center, Rotary Youth Exchange, Partners in Education, as well as coaching several winning youth league teams. AUDIT COMMITTEE AND FINANCIAL EXPERT Our Audit Committee consists of S. Matthew Schultz (Chairman) and Lawrence S. Schroeder. At this time, we do not have a majority of independent parties serving on our Audit Committee, but we will endeavor to do so in the future. The Audit Committee undertakes the following: recommends the independent certified public accounting firm to audit the Company's annual financial statements and review the quarterly financial statements; reviews the independence of the Company's certified public accounting firm; reviews the independent certified public accounting firm's audit report relating to the Company's annual financial statements and the review of the Company's quarterly financial statements; reviews management's administration of the system of internal accounting controls; at least annually, meets with the Company's in- house counsel to discuss legal matters that may have a material impact on the Company's financial statements; and at least annually, meets with appropriate management to review tax matters affecting the Company, among other items. The Company has a written audit committee charter which is attached hereto as Annex F. The Audit Committee was formed on November 1, 2005 and has had one meeting to date attended by all members thereof. We do not currently have a financial expert that is independent. In the interim, Mr. Griffith will serve in this capacity. Mr. Griffith is not, however, an independent director given his proposed share ownership in the Company and the fact that he serves Chief Financial Officer. In the future, we intend to retain an independent financial expert. An "audit committee financial expert" means a person who has the following attributes: A. An understanding of generally accepted accounting principles and financial statements; B. The ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; C. Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the small business issuer's financial statements, or experience actively supervising one or more persons engaged in such activities; D. An understanding of internal control over financial reporting; and E. An understanding of audit committee functions. COMPENSATION COMMITTEE The Company's compensation committee is currently comprised of Messrs. Schultz and Schroeder. At this time, we do not have a majority of independent members serving on our Compensation Committee, but will endeavor to do so in the future. In general, the compensation committee's authority and oversight extends to total compensation, including base salaries, bonuses, stock options, and other forms of compensation for the Company's officers, directors and key employees. More specifically, the compensation committee has the responsibility to: -recommend executive compensation policy to our board -determine compensation of our senior executives -determine the performance criteria and bonuses to be granted -administer and approve stock option grants In recommending executive compensation, the compensation committee has the responsibility to ensure that the compensation program for executives of the Company is effective in attracting and retaining key officers, links pay to business strategy and performance, and is administered in a fair and equitable fashion in the stockholder's interest. NOMINATING COMMITTEE We do not have a Nominating Committee or Nominating Committee Charter. Our board of directors, perform some of the functions associated with a Nominating Committee. We have elected not to have a Nominating Committee in that we are a development stage company with limited operations and resources. We do, however, intend to implement a nominating committee in 2006 upon appointing not less than two (2), and not more than four (4), independent directors. DISCLOSURE COMMITTEE AND CHARTER There is currently no Disclosure Committee or Disclosure Committee Charter. At a future date, we will implement a Disclosure Committee and a Disclosure Committee Charter. The Disclosure Committee, once established, will be comprised solely of independent directors. PROCESS FOR SECURITY HOLDERS TO SEND INFORMATION TO THE BOARD OF DIRECTORS Security holders can send information to the Board of Directors, generally, or to any specific member of the Board of Directors, by mailing such information to S. Matthew Schultz, 585 West 500 South, #180, Bountiful, Utah 84010. ITEM 8. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS. The following tables set forth certain summary information concerning all plan and non-plan compensation awarded to, earned by, or paid to the named executive officers and directors, by any person, for all services rendered in all capacities to the Company, in the past two fiscal years:
BONUS AND OTHER SECURITIES UNDERLYING NAME OF EXECUTIVE OFFICER ANNUAL SALARY COMPENSATION STOCK OPTIONS AND/OR DIRECTOR POSITION OF INDIVIDUAL - ------------------------- ---------------------------------------- ------------- --------------- --------------------- S. Matthew Schultz Vice President and Chairman 0 0 0 Lawrence S. Schroeder Chief Executive Officer, President and a 0 0 0 Director Jason F. Griffith Chief Financial Officer, Secretary and a 0 0 0 Director Nominee Richard M. Hall Former Chief Executive Officer 0(1) 0 0 95,250(2) 95,250(3)
_________________ (1) Richard M. Hall, our former Chief Executive Officer, received $0 in salary in 2005 prior to his resignation on February 16, 2005. (2) Richard M. Hall, our former Chief Executive Officer and President received an annual salary of $95,250 in fiscal year 2004. (3) Richard M. Hall, our former Chief Executive Officer and President received an annual salary of $95,250 in fiscal year 2003. EMPLOYMENT AGREEMENTS There are currently no employment agreements with any officers of the Company. CONSULTANT AND EMPLOYEE STOCK COMPENSATION PLAN The Company filed a registration statement on Form S-8 with the SEC on January 23, 2004 to register 782,000 shares of common stock under its 2004 Consultant and Employee Stock Compensation Plan (the "Plan"). Thereafter, on April 22, 2004, the Company filed an amendment to the Plan (the "Amended Plan") to register an additional 4,100,000 shares of common stock with the SEC, for a total of 4,882,000 shares. As a result of our 1:1000 reverse split effected on September 20, 2005, there are a total of 4,882 shares of common stock registered under the Amended Plan. Employees of the Company, who also serve as officers and directors thereof, will be allowed to participate under the Plan. OPTION/SAR GRANTS No individual grants of stock options, whether or not in tandem with stock appreciation rights ("SARs") and freestanding SARs, have been made to any existing executive officer or any director. Accordingly, no stock options have been exercised by any of the officers or directors in the past two fiscal years. COMPENSATION OF DIRECTORS Our directors have not received any compensation for serving as members of the board of directors. The Board has not implemented a plan to award options, although the Amended Plan is in existence. There are currently no contractual arrangements with any member of the board of directors. ADDITIONAL INFORMATION Please read all sections of this Information Statement carefully. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act") and, in accordance therewith, files periodic reports and all other required information with the Securities and Exchange Commission ("SEC"). The periodic and other reports of the Company listed below are attached hereto as Annex C. Additional information filed by the Company with the SEC, may be inspected without charge at the public reference section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Copies of this material also may be obtained from the SEC at prescribed rates. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding public companies that file reports with the SEC. Copies of these materials may be obtained from the SEC's website at http://www.sec.gov. COMPANY FILINGS PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934 The following documents represent requisite filings of the Company pursuant to the Securities Exchange Act of 1934, as amended, and are included in Annex C hereto: 1. Current Report on Form 8-K filed on March 24, 2005. 2. Current Report on Form 8-K filed on April 11, 2005. 3. Annual Report on Form 10-KSB, for the fiscal year ended December 31, 2004, filed on May 6, 2005. 4. Quarterly Report on Form 10-QSB, for the fiscal quarter ended March 31, 2005, filed on May 13, 2005. 5. Quarterly Report on Form 10-QSB, for the fiscal quarter ended June 30, 2005, filed on August 1, 2005. 6. Definitive Proxy Statement on Schedule 14C filed on August 29, 2005. 7. Current Report on Form 8-K filed on September 14, 2005. 8. Quarterly Report on Form 10-QSB, for the fiscal quarter ended September 30, 2005, filed on November 3, 2005. This Information Statement is being provided to the Company's stockholders pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended. Rule 14c-2b of the Securities Exchange Act of 1934, as amended, requires issuers to send or give an information statement to its stockholders at least twenty (20) calendar days prior to the earliest date on which corporate action may be taken by majority stockholder consent. CONCLUSION As a matter of regulatory compliance, the Company is sending you this Information Statement which describes the purpose and effect of the three proposals set forth herein. As the requisite majority stockholder vote for the three proposals, as described in this Information Statement, has been obtained from a majority of the Company's stockholders via written consent, WE ARE NOT ASKING FOR A PROXY FROM YOU AND YOU ARE REQUESTED NOT TO SEND US ONE. This Information Statement is intended to provide the Company's stockholders with information required by the rules and regulations of the Securities and Exchange Act of 1934, as amended. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this Information Statement on Schedule 14C to be executed on its behalf by the undersigned. Dated: January 9, 2006 LEFT RIGHT MARKETING TECHNOLOGY, INC. By: /s/ Lawrence S. Schroeder ------------------------------- Lawrence S. Schroeder President and Chief Executive Officer EX-1 2 ex_annexa.txt EX-1 - ANNEX A ANNEX A AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") made and entered into as of November 4, 2005, is by and among Left Right Marketing Technology, Inc., a Delaware corporation (hereinafter referred to as the "Company"), Strategic Gaming Investments, Inc., a Nevada corporation (hereinafter referred to as "SGI") and each of the holders of shares of common stock of SGI listed on Exhibit A attached hereto (individually, a "SGI Stockholder", and collectively, the "SGI Stockholders"). RECITALS WHEREAS, the SGI Stockholders own 100% of the issued and outstanding common stock of SGI; and WHEREAS, the Company desires to acquire 100% of the issued and outstanding common stock of SGI and the SGI Stockholders desire to exchange all of their shares of Common Stock of SGI for shares of common stock of the Company in a transaction intended to qualify as a "tax-free" reorganization under Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"). AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in reliance upon the representations and warranties hereinafter set forth, the parties agree as follows: EXCHANGE OF THE SHARES AND CONSIDERATION Shares Being Exchanged. Subject to the terms and conditions of this Agreement, at the closing provided for in Section 2 hereof (the "Closing"), each of the SGI Stockholders shall sell, assign, transfer and deliver to the Company the number of shares of common stock of SGI set forth opposite each such SGI Stockholder's name on Exhibit A hereto (the shares of Common Stock of SGI sold, assigned and transferred to the Company hereunder are hereinafter referred to as the "SGI Shares"). Consideration. Subject to the terms and conditions of this Agreement and in consideration of the sale, assignment, transfer and delivery of the SGI Shares to the Company, at the Closing the Company shall issue, sell and deliver to the SGI Stockholders a total of SEVEN MILLION SIX HUNDRED FIFTY THOUSAND (7,650,000) shares of common stock of the Company (the shares of Common Stock of the Company issued, sold and delivered to the SGI Stockholders hereunder are hereinafter referred to as the "Company Shares"). Each SGI Stockholder shall receive, in consideration for the shares of common stock of SGI sold, assigned, transferred and delivered to the Company, a pro rata portion of the Company Shares based on the following formula: 7,650,000 times a fraction, the numerator of which is the number of shares held by each SGI Stockholder, and the denominator of which is the total number of shares of common stock of SGI issued and outstanding immediately prior to the Closing, which amount is 76,500. In lieu of any fractional Company Share to which a SGI Stockholder would otherwise be entitled, the Company shall round such fractional share up to a whole Company Share. THE CLOSING Time and Place. The Closing of the transactions contemplated by this Agreement shall be held not more than three (3) business days following (a) satisfaction of all conditions precedent to the obligations of the parties specified in this Agreement, unless duly waived by the party entitled to satisfaction thereof. In any event, if the Closing has not occurred by December 31, 2005, this Agreement may be terminated as provided in Section 12 below. The date on which the Closing is to be held is referred to herein as the "Closing Date". The Closing shall be held at the offices of SGI, 6330 McLeod Dr., Suite 7, Las Vegas, NV 89120, at 10:00 a.m. on such date, or at such other time and place as the parties may agree upon in writing. Deliveries by the SGI Stockholders. At the Closing, each SGI Stockholder shall deliver to the Company the following: (a) stock certificates representing the number of SGI Shares set forth opposite the name of such SGI Stockholder on Exhibit A hereto, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form acceptable for transfer on the books of SGI, and (b) an investment letter in the form attached hereto as Exhibit B executed by such SGI Stockholders. Deliveries by SGI. At the Closing, SGI shall deliver to the Company the documents referred to in Section 9.1 hereof. Deliveries by the Company. At the Closing, in addition to the documents referred to in Section 9.2 hereof, the Company shall deliver to the SGI Stockholders or their Agent (as defined in Section 14 below) a stock certificate issued in the name of each SGI Stockholder representing the number of Company Shares each SGI Stockholder is entitled to receive in accordance with Section 1.2 above, and shall deliver to SGI the Company's minute book, corporate seal and copies of all corporate and financial books and records. 3. INDIVIDUAL REPRESENTATIONS AND WARRANTIES OF SGI STOCKHOLDERS Each of the SGI Stockholders, severally but not jointly, represents and warrants to the Company as follows: 3.1 Title. Such SGI Stockholder owns the number of SGI Shares set forth opposite such stockholder's name on Exhibit A attached hereto immediately prior to Closing, and shall transfer to the Company, at the Closing, good and valid title to said number of SGI Shares, free and clear of all restrictions on transfer (other than any restrictions under federal and state securities laws), liens, claims, options, charges, pledges, security interests, and encumbrances of every kind, character or description. Such SGI Stockholder is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of SGI. 3.2 Valid and Binding Agreement. Such SGI Stockholder has the full and unrestricted right, power and authority and capacity to execute and deliver this Agreement and consummate the transactions contemplated herein. This Agreement has been duly executed and delivered by such SGI Stockholder and constitutes the valid and binding obligation of such SGI Stockholder, enforceable in accordance with its terms. 3.3 Noncontravention. The execution and delivery of this Agreement and consummation of the transactions contemplated hereby do not violate or conflict with or constitute a default under any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which such SGI Stockholder is a party or by which such SGI Stockholder or such SGI Stockholder's property is bound, or to the knowledge of such SGI Stockholder any existing applicable law, rule, regulation, judgment, or court order. Such SGI Stockholder is not and will not be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herein. 3.4 Investment Representations. Such SGI Stockholder intends to acquire the Company Shares for investment and not with a view to the public distribution or resale thereof, and such SGI Stockholder shall confirm such intention to the Company by delivering to the Company at the Closing an investment letter in the form attached as Exhibit B hereto executed by such SGI Stockholder. Such SGI Stockholder agrees that the Company may endorse on any stock certificate for the Company Shares to be delivered pursuant to this Agreement an appropriate legend referring to the provisions of the investment letter attached as Exhibit B hereto, and that the Company may instruct its transfer agent not to transfer any Company Shares unless advised by the Company that such provisions have been complied with in full. 4. REPRESENTATIONS AND WARRANTIES OF SGI SGI represents and warrants to the Company as follows: 4.1 Authority. SGI has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized and approved by all necessary corporate action on the part of SGI. This Agreement has been duly executed and delivered by SGI and constitutes the valid and binding obligation of SGI, enforceable in accordance with its terms. 4.2 Organization. SGI is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. SGI has the corporate power and authority to carry on its business as presently conducted and is qualified to do business as a foreign corporation in each jurisdiction in which the failure to be so qualified would have a material adverse effect on SGI or its business. The copies of the Articles of Incorporation of SGI and all amendments thereto, as certified by the Secretary of State of Nevada, and the Bylaws of SGI and all amendments thereto, as certified by the Secretary of SGI, which have heretofore been delivered to the Company, are complete and correct copies of the Articles of Incorporation and Bylaws of SGI as amended and in effect on the date hereof. 4.3 Capitalization. The authorized capital stock of SGI consists of 100,000 shares of Common Stock, $0.001 par value. As of the Closing Date, there will be 76,500 shares of Common Stock of SGI issued and outstanding. All of the issued and outstanding shares of common stock of SGI are duly authorized, validly issued, fully paid and nonassessable, are not subject to preemptive rights created by statute, SGI's Articles of Incorporation, including all amendments thereto, or Bylaws or any agreement to which SGI is a party or by which it is bound, and were offered and sold in compliance with applicable state and federal securities laws. There are no options, warrants, subscriptions, calls, rights, commitments or agreements of any character to which SGI is a party or by which it is bound obligating SGI to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of SGI or obligating SGI to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. 4.4 Equity Investments. Except as set forth in Schedule 4.4, SGI has no subsidiaries and does not own any equity interest in any other corporation or in any partnership, limited liability company or other form of business entity. 4.5 Financial Statements. SGI has delivered to the Company copies of its audited balance sheet for the period from inception to September 30, 2005 and the related audited statements of operations, changes in stockholders' equity and cash flows for such period, together with appropriate notes to such financial statements, and copies of its unaudited balance sheet as of October 31, 2005 and the related unaudited statements of operations, changes in stockholders' equity and cash flows for the one month period ended October 31, 2005 (collectively, the "SGI Financial Statements"), copies of which are attached hereto as Schedule 4.5. The SGI Financial Statements have been prepared in accordance with generally accepted accounting principals consistently applied, and present fairly the financial condition and results of operations of SGI at the dates and for the periods covered by the SGI Financial Statements, subject in the case of the unaudited portion of the SGI Financial Statements to normal year-end audit adjustments, which will not be material, and the absence of certain footnote disclosures. 4.6 Intellectual Property. SGI owns or has the right to use pursuant to license, sublicense, agreement or permission all patents, patent applications, trademarks, service marks, trade names, copyrights, computer software (including data and related documentation), trade secrets, Internet Websites, domain names and other proprietary rights and processes necessary for its business as now conducted and as proposed to be conducted. To the best of SGI's knowledge, the business as conducted and as proposed to be conducted by SGI does not and will not cause SGI to infringe or violate any of the patents, trademarks, service marks, trade names, copyrights, computer software, licenses, trade secrets, domain names or other proprietary rights of any other Person. 4.7 Litigation. Except as set forth on Schedule 4.7 attached hereto, there is no claim, action, suit or proceeding, at law or in equity, pending against SGI that might result, either in any case or in the aggregate, in any material adverse change in the business, assets or financial condition of SGI, nor is there any judgment, decree, injunction, order or writ of any court, governmental authority or arbitrator outstanding against SGI having, or which insofar as can be reasonably foreseen, in the future may have, any such effect. 4.8 Compliance with Contracts. SGI is not in violation or default of any material term or provision of any material agreement, contract, lease, license or instrument to which SGI is a party or by which it or any of its properties or assets are bound. 4.9 No Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein do not and will not conflict with, or result in a breach of any term or provision of, or constitute a default under or result in a violation of, the Articles of Incorporation or Bylaws of SGI, as amended, or any material agreement, contract, lease, license or instrument to which SGI is a party or by which it or any of its properties or assets are bound. 4.10 Compliance with Applicable Law. SGI has, in all material respects, complied with all laws, regulations and orders applicable to its business, except in any case where the failure to comply would not have a material adverse effect on SGI or its business, and SGI has all permits and licenses required by such laws, regulations and orders. 4.11 Governmental Consent. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority is required by or with respect to SGI in connection with the execution and delivery of this Agreement or the consummation by SGI of the transactions contemplated herein. 4.12 Third Party Consent. SGI has obtained all consents required to be obtained by SGI from third parties material to the business of SGI in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein, other than such consents, which if not obtained, would not have a material adverse effect on the Company or its business. 4.13 Brokers or Finders. SGI has not incurred, and will not incur, directly or indirectly, as a result of any action taken by SGI, any liability for any brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement or any transaction contemplated herein. 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to SGI and the SGI Stockholders as follows: 5.1 Authority. The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement, the consummation of the transactions contemplated herein, and the issuance of the Company Shares in accordance with the terms hereof, has been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. 5.2 Organization. 5.2(a)The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to carry on its business as presently conducted and is qualified to do business as a foreign corporation and is in good standing under the laws of each state in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business or financial condition of the Company. 5.2(b) The copies of the Articles of Incorporation, and all amendments thereto, of the Company, as certified by the Delaware Department of State, and the Bylaws of the Company and all amendments thereto, as certified by the Secretary of the Company, which have heretofore been delivered to SGI for examination, are complete and correct copies of the Articles of Incorporation and Bylaws of the Company as amended and in effect on the date hereof. All minutes of meetings and actions in writing without a meeting of the Board of Directors and stockholders of the Company are contained in the minute book of the Company heretofore delivered to SGI for examination, and no minutes or actions in writing without a meeting have been included in such minute book since such delivery to SGI that have not also been delivered to SGI. The minute book of the Company contains complete and accurate records of all meetings and other corporate actions of its Board of Directors and stockholders. 5.3 Capitalization. 5.3(a)The authorized capital stock of the Company consists of 100,000,000 shares of common stock, par value $.001 per share; 25,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this Agreement, 95,229 shares of common stock of the Company are issued and outstanding and no shares of preferred stock of the Company are issued and outstanding. As of the Closing Date, there will be 95,229 shares of common stock issued and outstanding, and no shares of preferred stock issued and outstanding. All of the issued and outstanding shares of common stock of the Company are duly authorized, validly issued, fully paid and nonassessable, are not subject to preemptive rights created by statute, the Company's Articles of Incorporation or Bylaws, as amended, or any agreement to which the Company is a party or by which it is bound, and were offered and sold in compliance with applicable state and federal securities laws. 5.3(b)There are no outstanding options, warrants, subscriptions, calls, rights, demands, commitments, convertible securities or other agreements or arrangements of any character or kind whatsoever to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, sold or delivered, additional shares of capital stock of the Company or obligating the Company to grant, extend or enter into any such option, warrant, subscription, call, right, demand, commitment, convertible security or other agreement. 5.3(c)The Company Shares to be sold to the SGI Stockholders, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. 5.4 Equity Investments. (a) As of the date hereof, the Company has no subsidiaries and does not own any capital stock or have any interest in any other corporation or in any partnership, limited liability company or other form of business entity, except as set forth on Schedule 5.4 attached hereto. (b) As of the date of Closing, the Company will not have any subsidiaries and will not own any capital stock or have any interest in any of the entities described on Schedule 5.4 attached hereto or in any other corporation, partnership or other form of business entity. 5.5 Financial Statements. (a) The Company has delivered to SGI copies of its audited balance sheet for the fiscal years ended December 31, 2003 and 2004 and the related audited statements of operations, changes in stockholders' equity and cash flows for the fiscal years ended December 31, 2003 and 2004, together with appropriate notes to such financial statements, and copies of its unaudited balance sheet as of September 30, 2005 (the "Company Balance Sheet") and the related unaudited statements of operations, changes in stockholders' equity and cash flows for the quarterly period ended September 30, 2005 (collectively, the "Company Financial Statements"). A copy of the Company's audited financial statements delivered to SGI pursuant to this Section 5.5 is included in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003 and 2004, filed by the Company with the Securities and Exchange Commission ("SEC"), and a copy of the Company's unaudited financial statements delivered to SGI pursuant to this Section 5.5 is included in the Company's Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2005 as filed by the Company with the SEC. The Company's Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied, and present fairly the financial condition and results of operations of the Company at the dates and for the periods covered by the Company's Financial Statements. (b) The books and records, financial and otherwise, of the Company are in all material respects complete and correct and have been maintained in accordance with sound business and bookkeeping practices so as to accurately and fairly reflect, in reasonable detail, the transactions and dispositions of the assets of the Company. 5.6 Absence of Liabilities. 5.6(a)As of the date hereof, the Company does not have any material debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that are not set otherwise set forth in the Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 2005. 5.6(b)As of the Closing Date, the Company will not have any material debts, liabilities or obligations of any kind, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that are not set otherwise set forth in the Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 2005. 5.7 Absence of Certain Changes or Events. Since the date of the Company Balance Sheet, the Company has not: (a) Conducted any business or engaged in any activities other than activities related to the negotiation and execution of this Agreement; (b) Declared or made any payment of dividends or other distributions to its stockholders or upon or in respect of any shares of its capital stock or purchased, or obligated itself to purchase, retire or redeem, any shares of its capital stock or other securities; (c) Issued or sold or agreed to issue or sell any shares of its capital stock or other securities, or issued, granted or sold or agreed to issue, grant or sell, any options rights or warrants with respect thereto; (d) Amended its Articles of Incorporation or Bylaws; (e) Entered into or become bound by or agreed to enter into or become bound by any contract, instrument, lease, license, agreement, transaction, commitment or undertaking; (f) Borrowed or agreed to borrow any funds; incurred or agreed to incur or become subject to any debts, liabilities or obligations of any kind whatsoever; subjected or agreed to subject any of the assets or properties of the Company to any lien, security interest, charge, interest or other encumbrance or suffered such to be imposed; or guaranteed or agreed to guarantee the debts or obligations of others; or (g) Paid or made any accrual or arrangement for payment of compensation of any kind to any of its past or present directors, officers or employees. 5.8 Assets. The Company does not own or have any interest in any assets or properties. 5.9 Tax Returns. Within the times and in the manner prescribed by law, the Company has filed all federal, state, and local tax returns required by law and has paid in full all taxes, including, without limitation, all net income, gross receipts, sales, use, withholding, payroll, employment, social security, unemployment, excise and property taxes, plus applicable penalties and interest thereon (all such items are collectively referred to as "Taxes") due to, or claimed to be due by, any governmental authority. The Company Balance Sheet fully accrues all current and deferred Taxes. The Company has not been delinquent in the payment of any Taxes and has no tax deficiency or claim outstanding, proposed or assessed against it, and there is no basis for any such deficiency or claim. As of the Closing Date, the Company will not have any liability for Taxes. 5.10 Litigation. There is no claim, action, suit, proceeding or investigation, at law or in equity, pending or threatened against the Company or involving, affecting or relating to any of its properties or assets, nor is there any judgment, decree, injunction, order or writ of any court, governmental authority or arbitrator outstanding against the Company or any of its property or assets which would have a material adverse effect on the Company. 5.11 Compliance with Applicable Law. The Company has complied with all laws, regulations and orders applicable to its business and has all permits and licenses required thereby. 5.12 Contracts and Agreements. Except as set forth on Schedule 5.12 attached hereto, the Company is not a party to or bound by nor are any of its properties and assets subject to or bound by any contract, instrument, lease, license, agreement, guaranty, commitment or other arrangement. 5.13 Employees; Employee Plans. Except as set forth on Schedule 5.13 attached hereto, the Company does not have any employees, consultants or advisors and is not a party to or bound by any employment, consulting, or retainer agreement, or any profit-sharing, deferred compensation, bonus, savings, stock option, stock bonus, stock purchase, severance, benefit, retirement, disability, insurance, vacation or any other similar employee benefit plans, funds, programs, agreements or arrangements which cover, are maintained for the benefit of, or related to any or all current or former employees, officers or directors of the Company. 5.14 No Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein do not and will not conflict with or result in a breach of any term or provision of, constitute a default under or result in a violation of, the Articles of Incorporation or Bylaws of the Company, as amended, or any agreement, contract, lease, license, or instrument to which the Company is a party or by which it or any of its properties or assets are bound. 5.15 Third Party Consent. The Company has obtained or prior to the Closing will obtain all consents required to be obtained by the Company from third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement. 5.16 Governmental Consent. Except as set forth on Schedule 5.17 attached hereto, the Company is not required to submit any notice, report, statement, or other filing with and no consent, approval, order or authorization by any court, administrative agency or commission or other governmental authority is required to be obtained by the Company in connection with the execution and delivery of this Agreement and the sale and issuance of the Company Shares pursuant hereto, other than (a) an Information Statement on Schedule 14C to be filed with the SEC in accordance with Section 14 of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations promulgated thereunder, (b) such filings as may be required to be made under Federal and applicable state securities laws after the issuance of the Company Shares, and (c) the filing of a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Delaware in accordance with applicable provisions of the Delaware General Corporation Law in order to effect the name change reference in Section 8.5 hereof. 5.17 Stockholder List. A complete and accurate list of the stockholders of record of the Company as of October 31, 2005, which stockholder list accurately reflects the number of outstanding shares of the Company's stock and the number of such shares which bear a restrictive legend or are subject to stop transfer orders or other restrictions on transfer, has been delivered to SGI. 5.18 Registration Rights. No Person has demand or other rights to cause the Company to file any registration statement under the Securities Act of 1933, as amended (the "Act") relating to any securities of the Company or any right to participate in any such registration statement. 5.19 Compliance with Securities Laws. 5.19(a) All reports required to be filed by the Company with the Securities and Exchange Commission (collectively, the "Reports") have been properly filed and fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder with respect to such Reports. The information contained in the Reports fairly presents, in all material respects, the financial condition and results of operations of the Company. None of the filed Reports contain any untrue statement of a material fact, or fail to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. 5.19(b) No formal or informal investigation or examination by the SEC or by the securities administrator of any state is pending or threatened against the Company. 5.19(c) The Company has not been convicted of any felony or misdemeanor in connection with the purchase and sale of any security or involving the making of any false filing with the SEC. 5.19(d) The Company is not subject to any order, judgment or decree of any court of competent jurisdiction, temporarily or preliminarily restraining or enjoining, or subject to any order, judgment or decree of any court of competent jurisdiction, permanently restraining or enjoining, the Company from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or involving the making of any false filing with the SEC. 5.20 Investment Company. The Company is not required to be registered as an investment company under the Investment Company Act of 1940, as amended, and neither the Company nor its officers or directors are required to be registered as investment advisors under the Investment Advisor Act of 1940, as amended. 6. COVENANTS RELATING TO CONDUCT OF BUSINESS OF SGI During the period from the date of this Agreement and continuing until the Closing, SGI agrees (except to the extent that the Company shall otherwise consent in writing) that: 6.1 Ordinary Course. SGI shall carry on its business in the usual and ordinary course, in substantially the same manner as heretofore conducted. 7. COVENANTS RELATING TO CONDUCT OF BUSINESS OF THE COMPANY During the period from the date of this Agreement and continuing until the Closing, the Company agrees (except as expressly contemplated by this Agreement or to the extent that SGI shall otherwise consent in writing) that: 7.1 Ordinary Course. The Company shall not conduct any business or engage in any activities other than activities related to the closing of the transactions contemplated by this Agreement. 7.2 Dividends or Other Distributions. The Company shall not and shall not propose to (i) declare or pay any dividends on or make other distributions to its stockholders or upon or in respect of any shares of its capital stock, or (ii) purchase or obligate itself to purchase, retire or redeem any shares of its capital stock or other securities. 7.3 Issuance of Securities. The Company shall not issue, deliver or sell or authorize or agree to issue, deliver or sell any shares of its capital stock or other securities, or issue, grant or sell, or agree to issue, grant or sell, any options, rights or warrants with respect thereto. 7.4 Governing Documents. The Company shall not amend its Articles of Incorporation, except to effect the name change referred to in Section 8.5 of this Agreement, or amend its Bylaws. 7.5 No Contracts or Undertakings. The Company shall not enter into or become bound by or agree to enter into or become bound by any contract, instrument, lease, license, agreement, transaction, commitment or undertaking. 7.6 No Obligations or Liabilities. The Company shall not borrow or agree to borrow any funds or incur or agree to incur or become subject to any debts, obligations or liabilities of any kind whatsoever, except obligations for legal fees, accounting fees and other fees, costs and expenses incurred in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated herein (the "Permitted Obligations"), provided that all such Permitted Obligations are fully paid or otherwise satisfied or discharged by the Company within sixty (60) days following the Closing Date. 7.7 No Liens or Guarantees. The Company shall not subject or agree to subject any of the assets or properties of the Company to any lien, security interest, charge, interest or other encumbrance of any kind or suffer such to be imposed, or guarantee or agree to guarantee the debts or obligations of others. 7.8 No Compensation Payments. The Company shall not pay or make any accrual or arrangement for payment of compensation of any kind to any of its past or present directors, officers or employees outside of the ordinary course and scope of its business. 8. ADDITIONAL AGREEMENTS 8.1 Access to Information. SGI shall afford to the Company and shall cause its independent accountants to afford to the Company, and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Closing to all information concerning SGI, as the Company may reasonably request, provided that SGI shall not be required to disclose any information which it is legally required to keep confidential. The Company will not use such information for purposes other than this Agreement and will otherwise hold such information in confidence (and the Company will cause its consultants and advisors also to hold such information in confidence) until such time as such information otherwise becomes publicly available, and in the event of termination of this Agreement for any reason the Company shall promptly return, or cause to be returned, to the disclosing party all documents obtained from SGI, and any copies made of such documents, extracts and copies thereof. The Company shall afford to SGI and the SGI Stockholders and shall cause its independent accountants to afford to SGI and the SGI Stockholders, and their accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Closing to all of the Company's properties, books, contracts, commitments and records and to the audit work papers and other records of the Company's independent accountants. During such period, the Company shall use reasonable efforts to furnish promptly to SGI and the SGI Stockholders such information concerning the Company as SGI and the SGI Stockholders may reasonably request, provided that the Company shall not be required to disclose any information which it is legally required to keep confidential. SGI and the SGI Stockholders will not use such information for purposes other than this Agreement and will otherwise hold such information in confidence (and SGI and the SGI Stockholders will cause their respective consultants and advisors also to hold such information in confidence) until such time as such information otherwise becomes publicly available, and in the event of termination of this Agreement for any reason SGI and the SGI Stockholders shall promptly return, or cause to be returned, to the disclosing party all documents obtained from the Company, and any copies made of such documents, extracts and copies thereof. 8.2 Communications. Between the date hereof and the Closing Date, neither SGI nor the Company will, without the prior written approval of the other party, furnish any communication to the public if the subject matter thereof relates to the other party or to the transactions contemplated by this Agreement, except as may be necessary, in the opinion of their respective counsel, to comply with the requirements of any law, governmental order or regulation. 8.3 Securities Laws. The Company shall take such actions as may be necessary to comply with the Federal securities laws and the securities laws of all states which are applicable in connection with the issuance of the Company Shares, the Company Options and the Company Warrants to the SGI Stockholders, the SGI Option Holders and the SGI Warrant Holders, respectively, pursuant to this Agreement. 8.4 Reserved. 8.5 Name Change. At the Closing, the Company's Board of Directors and the holders of a majority of the Company's issued and outstanding common stock shall duly and lawfully authorize and approve, subject to and contingent upon consummation of the transactions contemplated by this Agreement, an amendment to the Company's Articles of Incorporation to change the name of the Company to Strategic Gaming Investments, Inc. 8.6 Meeting of Stockholders. Prior to the Closing, the Company shall obtain the written consent of a majority of its stockholders for the purpose of (a) approving this Agreement and (b) approving an amendment to the Company's Articles of Incorporation which have been authorized and approved by the Company's Board of Directors to (i) change the name of the Company to Strategic Gaming Investments, Inc. after the consummation of the transactions contemplated by this Agreement. All actions taken in connection with the foregoing shall be made in full compliance with all applicable provisions of the Delaware General Corporation Law and all applicable provisions of the Federal securities laws, including, without limitation, Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder. 8.7 Reserved. 9. CONDITIONS PRECEDENT 9.1 Conditions to Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction on or before the date of Closing of the following conditions, unless waived by the Company: (a) List of SGI Stockholders. SGI shall have delivered to the Company for attachment as Exhibit A to this Agreement a true and correct copy of a list of the SGI Stockholders who are parties to this Agreement and the number of SGI Shares owned by each such Stockholder, and the total number of SGI Shares set forth opposite the names of all of the Stockholders listed on Exhibit A shall constitute 100% of the total number of issued and outstanding shares of Common Stock of SGI immediately prior to the Closing. (b) Minimum Number of SGI Shares. SGI Stockholders holding 100% of the issued and outstanding shares of Common Stock of SGI shall have executed and delivered a copy of this Agreement and shall have delivered to the Company the stock certificates and investment letters referred to in Section 2.2 above. (c) Representations and Warranties of the SGI Stockholders. The representations and warranties of the SGI Stockholders set forth in Article 3 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and on the date of the Closing. (d) Representations and Warranties of SGI. The representations and warranties of SGI set forth in Article 4 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and on the date of Closing, and the Company shall have received a certificate to such effect signed by the chief executive officer of SGI. (e) Additional Closing Documents. The Company shall have received the following documents and instruments: Certified resolutions of the SGI Board of Directors authorizing the execution and delivery of this Agreement and the performance by SGI of its obligations hereunder, including written consent from 100% of the SGI Stockholders; and Such other documents and instruments as are required to be delivered pursuant to the provisions of this Agreement or otherwise reasonably requested by the Company. 9.2 Conditions to Obligations of SGI and the SGI Stockholders. The obligations of SGI and the SGI Stockholders to consummate the transactions contemplated by this Agreement are subject to the satisfaction on or before the Closing Date of the following conditions unless waived by SGI and the SGI Stockholders or their Agent: (a) Representations and Warranties of the Company. The representations and warranties of the Company set forth in Article 5 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and on the Closing Date, and SGI and the SGI Stockholders shall have received a certificate to such effect signed by the chief executive officer of the Company. (b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement prior to the Closing Date, and SGI and the SGI Stockholders shall have received a certificate to such effect signed by the chief executive officer of the Company. (c) Change of Name. The Company's Board of Directors and stockholders shall have duly authorized and approved, in accordance with the Delaware General Corporation Law and Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, an amendment to the Company's Articles of Incorporation to change the name of the Company to Strategic Gaming Investments, Inc. (d) Opinion of Counsel. The Company shall have delivered to SGI and the SGI Stockholders an opinion of its counsel dated the Closing Date on the matters set forth on Schedule 9.2(d) attached hereto. (e) Additional Closing Documents. SGI shall have received the following documents and instruments: (1) Certified resolutions of the Company's Board of Directors (a) authorizing the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder, (b) authorizing an amendment to the Company's Articles of Incorporation to change the Company's name in accordance with Section 9.2(c) above; (2) Certified resolutions of the Company's stockholders approving an amendment to the Company's Articles of Incorporation to (i) to change the name of the Company in accordance with Section 9.2(c) above; (3) A certificate of good standing of the Company from the Delaware Department of State dated as of the most recent practicable date; (4) A list of the Company's stockholders as of a date within two days of Closing certified by the Company's stock transfer agent; and (5) Such other documents and instruments as are required to be delivered pursuant to the provisions of this Agreement or otherwise reasonably requested by SGI. (f) Minimum Number of SGI Shares. SGI Stockholders holding 100% of the issued and outstanding common stock of SGI shall have executed and delivered a copy of this Agreement and shall have delivered to the Company the stock certificates and investment letters referred to in Section 2.2 above. 10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES 10.1 Survival of Representations and Warranties. The representations and warranties contained herein shall survive the Closing, but shall expire on the first anniversary date following the date of Closing, unless a specific claim in writing with respect to these matters shall have been made, or any action at law or in equity shall have been commenced or filed before such anniversary date. Any investigations made by or on behalf of any of the parties prior to the date of Closing shall not affect any of the parties' obligations hereunder. Completion of the transactions contemplated herein shall not be deemed or construed to be a waiver of any right or remedy of any of the parties. 11. INDEMNIFICATION 11.1 Indemnification. The Company agrees to indemnify, defend and hold harmless SGI and the SGI Stockholders from and against any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including interest, penalties and reasonable attorneys' fees and expenses (collectively "Damages") asserted against, resulting to, imposed upon or incurred by SGI or the SGI Stockholders, directly or indirectly, by reason of or resulting from (i) any breach by the Company of this Agreement, or (ii) any inaccuracy in or breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement. 11.2 Limitation. The liability of the Company pursuant to this Section 11 shall be limited to claims for damages made by SGI or the SGI Stockholders in writing within one (1) year after the date of this Agreement or, with respect to claims relative to tax liabilities for periods ending on or prior to the date of this Agreement, within the period of any applicable statute of limitations. 11.3 Claims. In the event that SGI or the SGI Stockholders (hereinafter collectively referred to as the "Indemnified Party") shall reasonably believe that it has a claim for Damages ("Claim"), it shall give prompt notice in accordance herewith to the Company (the "Indemnifying Party") of the nature and extent of such Claim and the Damages incurred by it. If the Damages are liquidated in amount, the notice shall so state, and such amount shall be deemed the amount of such Claim of the Indemnified Party against the Indemnifying Party. If the amount is not liquidated, the notice shall so state and, in such event, such Claim shall be deemed asserted against the Indemnifying Party but no payment or satisfaction shall be made on account thereof until the amount of such claim is liquidated. If the Indemnifying Party shall not, within thirty (30) days after the giving of such notice by the Indemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party disputes the right of the Indemnified Party to indemnity in respect of such Claim, then any such Claim shall be paid or satisfied as follows: (i) if said Claim is liquidated, then payment of such Claim to the Indemnified Party shall be made by the Indemnifying Party at the end of such period; or (ii) if the amount of such Claim is unliquidated at the time notice is originally given to the Indemnifying Party, the Indemnified Party shall give a second notice to the Indemnifying Party when the liquidated amount of such Claim is known and, unless the Indemnifying Party shall object in writing to such amount (as opposed to the Claim itself, as to which the right to dispute had expired) within twenty (20) days after the giving of said second notice, payment of such Claim to the Indemnified Party shall be made by the Indemnifying Party. If the Indemnifying Party shall not have made payment to the Indemnified Party of any Claim when said payment is due, then the Indemnified Party shall have the right to take any and all actions required to collect from the Indemnifying Party the amount of such Claim. Any portion of the amount of Damages asserted by the Indemnified Party in connection with a Claim shall, if not objected to by the Indemnifying Party in accordance with the procedures established herein, be considered to be subject to satisfaction without further objection, as may be appropriate. If the Indemnifying Party shall notify the Indemnified Party that the Indemnifying Party disputes any Claim or the amount thereof (which notice shall only be given if the Indemnifying Party has a good faith belief that the Indemnified Party is not entitled to indemnity or the full amount of indemnity as claimed) then the parties hereto shall endeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on any settlement or compromise or on submission to arbitration, such claim shall be settled by appropriate litigation, and any liability and the amount of the Damages established by reason of such settlement, compromise, arbitration or litigation, or incurred as a result thereof, shall be paid and satisfied as provided herein. 11.4 Conditions of Indemnification with Respect to Third Party Claims. The Indemnified Party shall promptly give notice to the Indemnifying Party of any claim of a third party which may reasonably be expected to result in a Claim by the Indemnified Party. The Indemnifying Party shall have the right to participate in and, with respect to a third party Claim as to which the Indemnifying is "wholly at risk," direct the defense, compromise or settlement of such claim with counsel selected by the Indemnifying Party, provided the Indemnifying Party gives written notice to the Indemnified Party of the Indemnifying Party's election to do so within thirty (30) days after receipt of notice in accordance with the preceding sentence. For the purposes of this Section 11.4, the Indemnifying Party shall be deemed to be "wholly at risk" except as to (i) Claims as to which the Indemnified Party may have any direct monetary risk for which it is not fully indemnified by the terms hereof or (ii) Claims as to which the Indemnified Party in its reasonable judgment has any risk or liability for which compensation by monetary damages would not be adequate. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such third party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof. If the proceeding involves matters as to which the Indemnifying Party is not "wholly at risk," then the defense, compromise or settlement of the Claim shall be the responsibility of the Indemnified Party, but such defense, compromise and settlement by the Indemnified Party shall be for the expense and account of the Indemnifying Party. Counsel for the Indemnifying Party shall consult and cooperate at all times with counsel for the Indemnified Party in defending against any such third party claim. The Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim. 12. TERMINATION 12.1 Termination. This Agreement may be terminated at any time prior to the Closing Date: by mutual written consent of the Company, SGI and the SGI Stockholders or their Agent; by the Company if there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement by SGI or the SGI Stockholders; by SGI and the SGI Stockholders or their Agent if there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement by the Company; or (d) by either the Company or SGI and the SGI Stockholders or their Agent if the Closing shall not have occurred by December 31, 2005, or such later date as shall have been approved by the Company, SGI and the SGI Stockholders or their Agent. 12.2 Effect of Termination. Termination of this Agreement in accordance with Section 12.1 may be effected by written notice from either the Company or SGI and the SGI Stockholders or their Agent, as appropriate, specifying the reasons for termination and shall not subject the terminating party to any liability for any valid termination. 13. MISCELLANEOUS 13.1 Tax Treatment. The transaction contemplated herein is intended to qualify as a "tax-free" reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended. The Company, SGI and the SGI Stockholders acknowledge, however, that no party hereto has made any representation or warranty to the other with respect to the treatment of such transaction or the effect thereof under applicable tax laws, regulations, or interpretations; and that no attorney's opinion or private revenue ruling has been obtained with respect to the effects thereof under the Internal Revenue Code of 1986, as amended. 13.2 Further Assurances. From time to time, at the other party's request and without further consideration, each of the parties will execute and deliver to the others such documents and take such action as the other party may reasonably request in order to consummate more effectively the transactions contemplated hereby. 13.3 Attorney's Fees and Expenses. If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. 13.4 Parties in Interest. Except as otherwise expressly provided herein, all the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective heirs, beneficiaries, personal and legal representatives, successors and assigns of the parties hereto. 13.5 Entire Agreement; Amendments. This Agreement, including the Schedules, Exhibits and other documents and writings referred to herein or delivered pursuant hereto, which form a part hereof, contains the entire understanding of the parties with respect to its subject matter. There are no representations, warranties or covenants other than those expressly set forth herein or therein. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties or their respective successors or assigns. 13.6 Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 13.7 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person, persons, entity or entities may require. 13.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile transmission of any signed original document and/or retransmissions of any signed facsimile transmission will be deemed the same as delivery of an original. At the request of any party, the parties will confirm facsimile transmission by signing a duplicate original document. 13.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada. 13.10 Person. For purposes of this Agreement, the term "Person" shall mean any individual, corporation, partnership, joint venture or other business enterprise or entity and any governmental agency, federal, state or local. 13.11 Notices. Any and all notices, demands or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if given by personal delivery, telex, facsimile, telegram or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice, demand or other communication is given by personal delivery, telex, facsimile or telegram, service shall be conclusively deemed made at the time of receipt. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given forty-eight (48) hours after the deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as hereinafter set forth: If to SGI: At the address set forth below its name on the signature page of this Agreement. If to the SGI Stockholders: At the addresses set forth below SGI on Exhibit A attached hereto. If to the Company: At the address set forth below its name on the signature page of this Agreement. 13.12 Payment of Expenses. (a) The Company shall pay for all of its own legal fees, accounting fees and all other fees, costs and expenses incurred in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated herein. (b) SGI shall pay for all of its own legal fees, accounting fees and all other fees, costs and expenses incurred in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated herein. 13.13 Waiver. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the parties hereto as of the date first above written. COMPANY Left Right Marketing Technology, Inc., a Delaware corporation By: /s/ Lawrence S. Schroeder ------------------------- Lawrence S. Schroeder Chief Executive Officer and President Address: 585 West 500 South, #180 Bountiful, UT 84010 SGI Strategic Gaming Investments, Inc., a Nevada corporation By: /s/ Jason F. Griffith --------------------- Name: Jason F. Griffith Its: Secretary Address: 6330 McLeod Dr., Suite 7 Las Vegas, NV 89120 SGI STOCKHOLDERS By: /s/ Donald R. Beck ------------------ Donald R. Beck By: /s/ Jason F. Griffith --------------------- Jason F. Griffith By: /s/ Benjamin Magee ------------------ Benjamin Magee By: /s/ Anthony Marsiglia --------------------- Anthony Marsiglia By: /s/ John Padon -------------- John Padon By: /s/ S. Matthew Schultz ---------------------- S. Matthew Schultz By: /s/ Lawrence S. Schroeder ------------------------- Lawrence S. Schroeder EXHIBIT A LIST OF SGI STOCKHOLDERS
NAME OF ADDRESS NO. OF SHARES PERCENTAGE NO. OF COMPANY SHARES STOCKHOLDER HELD IN SGI HOLDINGS OF ISSUABLE UPON EXCHANGE SGI OF SGI SHARES - --------------------- ------------------------ ------------- ----------- ---------------------- Lawrence S. Schroeder 6600 Amelia Earheart Ct. 34,000 44.4% 3,400,000 Suite B Las Vegas, NV 89119 - --------------------- ------------------------ ------------- ----------- ---------------------- S. Matthew Schultz 585 West 500 South 30,000 39.2% 3,000,000 Suite 180 Bountiful, UT 84010 - --------------------- ------------------------ ------------- ----------- ---------------------- Jason F. Griffith 6330 McLeod Dr. Suite 7 7,500 9.8% 750,000 Las Vegas, NV 89120 - --------------------- ------------------------ ------------- ----------- ---------------------- Anthony Marsiglia 6600 Amelia Earheart Ct. 2,500 3.3% 250,000 Suite B Las Vegas, NV 89119 - --------------------- ------------------------ ------------- ----------- ---------------------- Donald Beck 6600 Amelia Earheart Ct. 1,000 1.3% 100,000 Suite B Las Vegas, NV 89119 - --------------------- ------------------------ ------------- ----------- ---------------------- Benjamin Magee 6600 Amelia Earheart Ct. 750 1.0% 75,000 Suite B Las Vegas, NV 89119 - --------------------- ------------------------ ------------- ----------- ---------------------- Patrick Williams 6600 Amelia Earheart Ct. 500 0.7% 50,000 Suite B Las Vegas, NV 89119 - --------------------- ------------------------ ------------- ----------- ---------------------- John Padon 6600 Amelia Earheart Ct. 250 0.3% 25,000 Suite B Las Vegas, NV 89119 - --------------------- ------------------------ ------------- ----------- ---------------------- TOTAL 76,500 100.0% 7,650,000 - --------------------- ------------------------ ------------- ----------- ----------------------
EXHIBIT B INVESTMENT LETTER Left Right Marketing Technology, Inc. 585 South 500 West Bountiful, UT 84010 Re: LRMK & SGI Transaction Ladies and Gentlemen: In connection with the issuance to the undersigned of shares of common stock (the "Shares") of Left Right Marketing Technology, Inc., a Delaware corporation (the "Company"), pursuant to that certain Agreement and Plan of Reorganization among the Company, Strategic Gaming Investments, Inc., a Nevada corporation ("SGI") and the stockholders of SGI (the "Exchange Agreement"), the undersigned stockholder of SGI ("SGI Stockholder") hereby represents, warrants and covenants to the Company that: 1. SGI Stockholder either (a) is an accredited investor within the meaning of Rule 501(a) under the Securities Act of 1933 (the "Securities Act"), or (b) has such business or financial experience that SGI Stockholder has the capacity to protect SGI Stockholder's interests in connection with the acquisition of the Shares. 2. SGI Stockholder has received and reviewed the Exchange Agreement and all other information SGI Stockholder considers necessary or appropriate for deciding whether to acquire the Shares. SGI Stockholder further represents that SGI Stockholder has had an opportunity to ask questions and receive answers from the Company and its officers and directors regarding the business, financial affairs and other aspects of the Company and has further had the opportunity to obtain any information (to the extent the Company possesses or can acquire such information without unreasonable effort or expense) which SGI Stockholder deems necessary to evaluate the investment and to verify the accuracy of information otherwise provided to SGI Stockholder. 3. SGI Stockholder acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under the securities laws of any state, in reliance, in part, on the representations and warranties herein. Such Shares are being acquired by SGI Stockholder for investment purposes for SGI Stockholder's own account only and not for sale or with a view to distribution of all or any part of such Shares. No other person will have any direct or indirect beneficial interest in the Shares. 4. SGI Stockholder understands (a) that the Shares have not been registered or qualified under the Securities Act or any state securities or "Blue Sky" laws, on the ground that the offer and sale of the Shares pursuant to the Exchange Agreement is exempt from registration and qualification under Section 4(2) of the Securities Act and/or SEC Rule 506 and Section 18 of the Securities Act, (b) that the Shares are "restricted securities" as such term is defined in Rule 144 under the Securities Act, and (c) that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances and that otherwise such securities must be held indefinitely. In this connection, SGI Stockholder represents that SGI Stockholder understands the resale limitations imposed by the Securities Act and is familiar with SEC Rule 144, as presently in effect, and the conditions which must be met in order for that Rule to be available for resale of "restricted securities," including the requirement that the securities must be held for at least one year after purchase thereof from the Company prior to resale (two years in the absence of publicly available information about the Company) and the condition that there be available to the public current information about the Company under certain circumstances. 5. Without in any way limiting the representations set forth above, SGI Stockholder further agrees not to make any disposition of all or any portion of the Shares unless and until: (a) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement and any applicable requirements of state securities laws; or (b) (i) SGI Stockholder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, SGI Stockholder shall have furnished the Company with a written opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of any securities under the Securities Act or the consent of or a permit from appropriate authorities under any applicable state securities law. SGI Stockholder understands that the Company will not require opinions of counsel for transactions made pursuant to SEC Rule 144, provided it is furnished with all certificates and other information it may reasonably request to permit it to determine that the subject disposition is, in fact, exempt from the registration requirements of the Act pursuant to SEC Rule 144. (c) In the case of any disposition of any of the Shares pursuant to SEC Rule 144, in addition to the matters set forth in paragraph 5(b) above, SGI Stockholder shall promptly forward to the Company a copy of any Form 144 filed with the SEC with respect to such disposition and a letter from the executing broker satisfactory to the Company evidencing compliance with SEC Rule 144. If SEC Rule 144 is amended or if the SEC's interpretations thereof in effect at the time of any such disposition by SGI Stockholder have changed from its present interpretations thereof, SGI Stockholder shall provide the Company with such additional documents as it may reasonably require. 6. SGI Stockholder understands that the certificates evidencing the Shares may bear the following legend or a legend of similar import: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SHARES UNDER THE ACT OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED SALE OR TRANSFER." 7. SGI Stockholder represents and warrants to the Company that SGI Stockholder is a resident of the state specified in the address of SGI Stockholder set forth below, has a principal residence within such state, maintains all drivers licenses and voter registrations only with such state and intends to remain a citizen of such state for the foreseeable future. Dated: December 28, 2005 Number of Shares of Common Stock Held in SGI: (Signature) (Print name of SGI Stockholder) Address of SGI Stockholder: SCHEDULE 4.4 LIST OF SUBSIDIARIES OF SGI 1. The Ultimate Poker League, Inc., a Nevada corporation, is a wholly owned subsidiary of Strategic Gaming Investments, Inc. SCHEDULE 4.5 FINANCIAL STATEMENTS OF SGI SCHEDULE 4.7 LITIGATION None. SCHEDULE 5.4 EQUITY INVESTMENTS None. SCHEDULE 5.12 CONTRACTS AND AGREEMENTS None. SCHEDULE 5.13 EMPLOYEES; EMPLOYEE PLANS 1. 2004 Amended and Restated Consultant and Employee Stock Compensation Plan filed with the Securities and Exchange Commission as an exhibit to Form S-8. EX-2 3 ex_annexb.txt EX-2 - ANNEX B ANNEX B CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF LEFT RIGHT MARKETING TECHNOLOGY, INC. We, the undersigned president and secretary of Left Right Marketing Technology, Inc., a Delaware corporation ("Corporation") do hereby certify as follows: 1. That the undersigned are the president and secretary, respectively, of the Corporation. 2. That Article 1 of the Corporation's Articles of Incorporation is amended to read as follows: "The name of the Corporation is Strategic Gaming Investments, Inc." 3. That the foregoing amendment to the Corporation's Articles of Incorporation has been approved by the Board of Directors on November 4, 2005. 4. That the foregoing amendment to the Corporation's Articles of Incorporation has been duly approved by written consent of a majority of the Corporation's stockholders, pursuant to the provisions of Sections 222 and 242 of the Delaware General Corporation Law, on November 4, 2005. The total number of outstanding shares entitled to vote on the amendment to the Articles of Incorporation is 95,229. The number of shares voting in favor of the amendment to the Articles of Incorporation was 57,928, shares, representing 60.83% and a majority of the issued and outstanding common stock of the Corporation. The undersigned parties declare under penalty of perjury that the matters set forth in this certificate of amendment of articles of incorporation are true, accurate and correct. Executed at Las Vegas, Nevada Dated: November 4, 2005 /s/ Lawrence S. Schroeder _________________________ Lawrence S. Schroeder President /s/ Jason F. Griffith _____________________ Jason F. Griffith Secretary EX-3 4 ex_annexc.txt EX-3 - ANNEX C ANNEX C COMPANY FILINGS MADE PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED 1. Current Report on Form 8-K filed on March 24, 2005. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) DECEMBER 20, 2004 Commission file number: 000-09047 LEFT RIGHT MARKETING TECHNOLOGY, INC. (Name of small business issuer in its charter) DELAWARE 02-0314487 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 585 WEST 500 SOUTH #180 BOUNTIFUL, UTAH 84010 (Address of principal executive offices) (zip code) Registrant's Telephone Number: (801) 244-4405 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On March 8, 2005, the Company entered into a Rescission Agreement with Richard Michael "Mick" Hall, former Chief Executive Officer, President and the sole Director of the Company, and CrazyGrazer.com, ("Crazy Grazer") a Limited Liability Company (formerly Crazy Grazer LLC), and a wholly-owned subsidiary of the Company, to rescind the merger that closed on April 26, 2004. Pursuant to the Rescission Agreement, 950,000 shares of the Company's Series A Convertible Preferred Stock issued to Mr. Hall as full consideration for Crazy Grazer were returned to the Company for cancellation. The rescission shall have the effect of placing the Company in the position it was in prior to the Merger. A copy of the Rescission Agreement is attached hereto as Exhibit 10-1. SECTION 2 - FINANCIAL INFORMATION ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On March 31, 2004, the Company entered into an Acquisition Agreement and Plan of Merger with, Left Right Marketing & Technology, Inc., a wholly-owned subsidiary of the Company and Crazy Grazer. The transaction was described more fully in the Company's Report on Form 8-K dated April 2, 2004. Effective March 8, 2005, the parties to the Agreement, entered into a Mutual Rescission Agreement as referenced above in Item 1.01. Pursuant to the Rescission Agreement, the liabilities and assets of Crazy Grazer that existed at the time of the Merger and as existed as of the closing of the Recession Agreement , shall remain the liabilities and assets of Crazy Grazer. The audited balance sheet of Crazy Grazer filed on Form 8-K/A on July 8, 2004, listed the asset of Crazy Grazer as of December 31, 2003, as $281,484 and the liabilities as $1,442,192. SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT On February 16, 2005, Richard M. "Mick" Hall, the Company's sole officer and director, sold 15,000,000 shares of the Company's common stock owned by Mr. Hall to S. Matthew Schultz, our recently appointed President, for $80,000 in cash. The shares sold by Mr. Hall to Mr. Schultz, together with Mr. Schultz's current holdings, represent 29% of the Company's issued and outstanding shares of common stock. Mr. Schultz used his personal funds for the purchase of the shares from Mr. Hall. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (b) Resignation of Directors and Officer On December 20, 2004, Eugene "Rock" Newman resigned as Chairman of the Board of the Company to pursue other opportunities. Mr. Newman's resignation was not a result from any disagreement with the Company or management. On February 16, 2005, Richard Michael "Mick" Hall, resigned from the Company's board of directors and as President, and Heather M. Hall resigned as Secretary and Treasurer. (c) Appointment of Officers S. MATTHEW SCHULTZ On February 16, 2005 concurrent with Mr. Hall's resignation, Mr. Schultz was appointed President of the Company. From April of 2003 to Present, Mr. Schultz has been President of Wexford Capital Ventures, Inc., a Utah based strategic financial consulting firm. Mr. Schultz has been instrumental in creating successful investor awareness campaigns for numerous publicly traded companies, and assisted in private placement offerings in both the United States and abroad. From 1999 to 2003, Mr. Schultz was the Chairman of Pali Financial Group, Inc., an investment banking firm specializing in small cap securities. Mr. Schultz also served as the vice-president of the Utah Consumer Lending Association during 1998-1999. LAWRENCE S. SCHROEDER On February 16, 2005, Lawrence S. Schroeder was appointed Secretary and Treasurer of the Company. From 1992 to Present, Mr. Schroeder works as a private consultant to hospitality and other industries. Clients include the NFL, NASCAR, MLB, NHL and their officially licensed consumer products. Mr. Schroeder is a Director for Responsive Marketing & Communications which was the official marketing agency of record for the 1996 Olympic Games. Mr. Schroeder is also Chairman and CEO of New World Entertainment which is a joint venture partner with Fortune Brands, specifically Jim Beam brands worldwide, developer of "Jim Beam Roadhouse" concept in Europe. (d) Election of New Directors On February 16, 2005, the board of directors elected S. Matthew Schultz and Lawrence S. Schroeder as members to the Company's board of directors. SECTION 8 - OTHER EVENTS ITEM 8.01 OTHER EVENTS On February 16, 2005, the Company changed its principle address to 585 West 500 South #180, Bountiful, UT 84010. The Company's phone number is 801-244-4405. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NUMBER EXHIBIT TITLE OF DESCRIPTION 10-1 Rescission Agreement dated March 8, 2005 between Left Right Marketing Technology, Inc., Mick Hall and CrazyGrazer.com. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. LEFT RIGHT MARKETING TECHNOLOGY, INC. By: /s/ S. Matthew Schultz ---------------------- S. Matthew Schultz, President Date: March 22, 2005 EX-10 2 ex10-1.htm RESCISSION AGREEMENT BETWEEN LEFT RIGHT MARKETING TECHNOLOGY, INC., MICK HALL AND CRAZYGRAZER.COM RESCISSION AGREEMENT This Rescission Agreement (this "Agreement"), is dated this 8th day of March 2005, is by and among Left Right Marketing Technologies, Inc., a Delaware corporation ("LRMK"), Richard Michael "Mick" Flail ("Hall") and CrazyGrazer.com, Limited Liability Company, formerly known as Crazy Grazer, LLC, a Nevada limited liability company ("Crazy Grazer"); collectively referred to herein sometimes as the "Parties" and individually as the "Party." RECITALS: WHEREAS, on the 31st day of March, 2004, the Parties entered into a merger agreement, as amended on April 22, 2004 (the "Merger Agreement") wherein, among other things, LRMK issued Nine Hundred Fifty Thousand (950,000) shares of LRMK's Series A Convertible Preferred Stock (the "Preferred Shares"), par value $0.001 per share, to Hall in exchange for 100% of his membership interest of Crazy Grazer (the "Membership Interest"); and WHEREAS, on April 26, 2004, the Parties dosed the merger (the "Merger") and exchanged the Preferred Shares and the Membership Interest in accordance with the terms and conditions of the Merger Agreement; and WHEREAS, the Crazy Grazer business plan, as presented to LRMK's Board of Directors (the ."LRMK Board"), has not complied with the Parties' corporate intentions specified in the Merger Agreement; and WHEREAS," considering Crazy Grazer's liabilities and lack of assets, the Parties mutually determined that it is in the best interest of all Parties to rescind the Merger; and WHEREAS, the LRMK Board and Hall, as the managing and sole member of Crazy Grazer, each have determined that this Agreement is fair to their respective stockholders, members, and Hall as to himself, and is in the best interests of such stockholders and members and have, respectively, approved the rescission of the Merger (the "Rescission") in accordance with the terms and conditions of this Agreement; and NOW THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, LRMK, Hall and Crazy Grazer hereby agree as follows: 1. THE RESCISSION. At the Effective Time (as defined below) and upon the terms and subject to the conditions of this Agreement and .in accordance with the General Limited Liability Statutes of the State of Nevada (the "NGLL"), and the General Corporation Law of the State of Delaware (the "DGCL"), LRMK, Hall, and Crazy Grazer agree to rescind the Merger (the Rescission). The Parties hereby individually and jointly agree that the Merger Agreement will be rescinded and deemed null and void, effective immediately, and that all terms, conditions, covenants, representations and warranties contained in the Merger Agreement will terminate immediately and will be deemed null and void and of no further effect whatsoever. Following the Rescission, LRMK shall own the Preferred Shares and the Parties shall treat the Merger as if such Merger had never occurred. 2. EFFECTIVE TIME. Subject to the terms and conditions set forth in this Agreement, the Preferred Shares issued pursuant to the terms and conditions of the Merger shall be returned by Hall to LRMK, and the Membership Interest issued pursuant to the terms and conditions of the Merger shall be returned by LRMK to Hall (the time at which the Rescission becomes effective shall be referred to herein as the "Effective Time"). 3. CLOSING OF THE RESCISSION. The closing of the Rescission (the "Closing") shall occur upon the Parties signing this Agreement and is agreed to take place on or about March 8, 2005 at 10:00 am PST (the "Closing Date"), in Las Vegas, NV, unless another time, date or place is agreed to in writing by the Parties hereto. At the Closing LRMK shall deliver to Hall the Membership Interest a certificate representing the Membership Interest and Hall shall deliver a certificate representing the Preferred Shares. 4. EFFECT OF THE RESCISSION. The Rescission shall have the effect of placing the Parties in the position that such Parties were in prior to the Merger. 5. LIABILITIES AND ASSETS OF CRAZY GRAZER. The liabilities and assets of Crazy Grazer as existed at the time of the Merger, and as presently exist, shall remain the liabilities and assets of Crazy Grazer, and nothing contained herein shall be construed by the Parties, any creditor of the Parties, or any stockholder of LRMK, to place the liabilities or assets, of Crazy Grazer in favor of LRMK. 6. TAKING OF NECESSARY ACTION; FURTHER ACTION. If, at any time after the Effective Time, Hall or LRMK reasonably determines that any instrument or confirmations of transfer are necessary or desirable to carry out the purposes of this Agreement and to vest LRMK with full right, title and possession to the Preferred Shares, and to vest Hall with the Membership Interest, the officers and directors of LRMK and Hall are fully authorized in the name of their respective corporations, limited liability company or otherwise to take, and will take, all such lawful and necessary or desirable action. 7. POWER AND AUTHORITY. LRMK and Hall have all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the LRMK Board and the managing member of Crazy Grazer and no other corporate proceedings on the part of LRMK or Crazy Grazer are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. 8. ACCESS AND REVIEW OF RECORDS. LRMK and Hall both acknowledge that each has had the opportunity to review both the LRMK corporate records and financial statements and the Crazy Grazer limited liability records and financial statements and both Parties are satisfied that they are executing this Agreement with the full understanding of such information. 9. TITLE TO PREFERRED SHARES AND TITLE TO THE MEMBERSHIP INTEREST. LKMK has good and defensible title to the Membership Interest, and Hall has good and defensible title to the Preferred Shares. 10. NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and warranties made herein shall not survive beyond the Effective Time or a termination of this Agreement. This Section 11 shall not limit any covenant or agreement of the parties hereto which by its terms requires performance after the Effective Time. 11. ENTIRE AGREEMENT; ASSIGNMENT. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise. 12. VALIDITY. If any provision of this Agreement, or the application thereof to any person or circumstance, is held invalid or unenforceable, the remainder of this Agreement, and the application of such provision to other persons or circumstances, shall not be affected thereby, and to such end, the provisions of this Agreement are agreed to be severable. 13. .NOTICES. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile or by registered or certified mail (postage prepaid, return receipt requested), to each other party at such address as the person to whom notice is given may have furnished to the others in writing. 14. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the principles of conflicts of law thereof. 15. PERSONAL LIABILITY. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder or member of LRMK, Crazy Grazer, Hall or any officer, director, employee, agent, representative or investor of any party hereto. 16. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. In WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written. HALL: By: /s/ Richard M. "Mick" Hall -------------------------- Richard M. "Mick" Hall LRMK: Left Right Marketing Technologies, Inc. a Delaware corporation By: /s/ S. Matthew Schultz ---------------------- S. Matthew Schultz CRAZY GRAZER: CrazyGrazer.com, Limited Liability Company a Nevada Limited Liability Company By: Left Right Marketing Technologies, Inc. Its: Sole and Managing Member By: /s/ S. Matthew Schultz ---------------------- S. Matthew Schultz 2. Current Report on Form 8-K filed on April 11, 2005. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) MARCH 15, 2005 Commission file number: 000-09047 LEFT RIGHT MARKETING TECHNOLOGY, INC. (Name of small business issuer in its charter) DELAWARE 02-0314487 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 585 WEST 500 SOUTH #180 BOUNTIFUL, UTAH 84010 (Address of principal executive offices) (zip code) Registrant's Telephone Number: (801) 244-4405 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On March 15, 2005, the Registrant entered into an Equity-For-Debt Agreement with S. Matthew Schultz, the Registrant's recently appointed President. The Registrant agreed to exchange $420,000 in debt due to Mr. Schultz for 42,000,000 shares of the Registrant's restricted common stock, par value $0.001. As of the date of this filing the 42,000,000 shares have not been issued. A copy of the Equity-For-Debt Exchange Agreement is attached hereto as Exhibit 10-1. SECTION 3 - SECURITIES AND TRADING MARKETS ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES On March 15, 2005, the Registrant agreed to issue 42,000,000 shares of restricted common stock pursuant to an Equity-For Debt Agreement as discussed in Item 1.01 above. The Registrant believes that the issuance of the shares to Mr. Schultz is exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2). Mr. Schultz, because of his position with the Registrant, was deemed to be an accredited investor, as such term is defined in rule 501(a) of Regulation D promulgated under the Securities Act of 1933. The shares will be issued directly by the Registrant and did not involve a public offering or general solicitation. There were no commissions paid on the issuance of the shares. SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT Pursuant to the Equity-For-Debt Agreement discussed in Item 1.01 above, S. Matthew Schultz is to receive 42,000,000 shares of the Registrant's restricted common stock. The 42,000,000 shares Mr. Schultz will receive, together with his current holdings, will represent approximately 60% of the Registrant's issued and outstanding shares of common stock. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NUMBER EXHIBIT TITLE OF DESCRIPTION 10-1 Equity-For-Debt Exchange Agreement dated March 15, 2005 between Left Right Marketing Technology, Inc. and S. Matthew Schultz. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. LEFT RIGHT MARKETING TECHNOLOGY, INC. By: /s/ S. Matthew Schultz ---------------------- S. Matthew Schultz, President Date: April 11, 2005 EX-10 2 ex10-1.htm EQUITY FOR DEBT AGREEMENT DATED MARCH 15, 2005 EQUITY-FOR-DEBT EXCHANGE AGREEMENT This Equity-For-Debt Exchange Agreement (the "Agreement") is made and entered into as of this 15th day of March 2005, by and between LEFT RIGHT MARKETING TECHNOLOGY, INC. a Delaware corporation (the "Company") and MATTHEW SCHULTZ, an individual (the "Creditor"). RECITALS WHEREAS, the Creditor and the Company have agreed to exchange approximately $420,000 of obligations, (generated from the Company's obligation as lessee and Creditor as an assignee of Company's lessor), of the Company payables to the Creditor (the "Obligation") for 42,000,000 shares of restricted common stock of the Company, on the terms and conditions contained in this Agreement. AGREEMENT NOW THEREFORE, in consideration of the Recitals and the mutual covenants, conditions, representations and warranties hereinafter set forth, the parties agree as follows: 1. EXCHANGE. ON MARCH 29TH, 2005 (OR WITHIN 2 BUSINESS DAYS THEREOF IF THE TRANSACTION CANNOT BE CONSUMMATED ON THE 29TH), (I) CREDITOR WILL DELIVER OR CAUSE TO BE DELIVERED THE ACKNOWLEDGEMENT OF SATISFACTION ("SATISFACTION") TOGETHER WITH APPROPRIATE TRANSFER DOCUMENTS EXECUTED IN BLANK TO THE COMPANY OR DELIVER OR CAUSE TO BE DELIVERED THE SATISFACTION TO AN ACCOUNT OF THE TRUSTEE, IF ANY, FOR THE SATISFACTION FOR THE BENEFIT OF THE COMPANY AS REQUESTED BY THE COMPANY, AND (II) THE COMPANY WILL CAUSE TO BE ISSUED TO THE CREDITOR 42 MILLION SHARES OF COMMON STOCK OF THE COMPANY (THE "SHARES") IN THE NAME OF THE CREDITOR OR IN THE NAME OF A CUSTODIAN OR NOMINEE OF THE CREDITOR AS REQUESTED BY THE CREDITOR IN EXCHANGE FOR THE SATISFACTION PLUS ALL CLAIMS ARISING OUT OF OR RELATING TO THE SATISFACTION. 2. SECURITIES LAW COMPLIANCE. THIS AGREEMENT, THE OFFER, ISSUE, EXCHANGE AND DELIVERY OF THE COMMON STOCK UNDER THE CIRCUMSTANCES CONTEMPLATED BY THIS AGREEMENT CONSTITUTES OR WILL CONSTITUTE, AS THE CASE MAY BE, AN EXEMPTED TRANSACTION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND NOW IN EFFECT (THE "ACT"), AND REGISTRATION OF THE COMMON STOCK UNDER THE ACT IS NOT REQUIRED. THE COMPANY SHALL MAKE SUCH FILINGS AS MAY BE NECESSARY TO COMPLY WITH THE FEDERAL SECURITIES LAWS AND THE BLUE SKY LAWS OF ANY STATE, WHICH FILINGS WILL BE MADE IN A TIMELY MANNER PRIOR TO THE EXCHANGE OF THE COMMON STOCK. 3. INVESTMENT REPRESENTATIONS. CREDITOR REPRESENTS AND AGREES THAT IT IS ACQUIRING THE COMMON STOCK FOR ITS OWN ACCOUNT, NOT AS A NOMINEE OR AGENT, FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION OR PUBLIC OFFERING THEREOF WITHIN THE MEANING OF THE ACT, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT. 4. ACCESS TO INFORMATION. CREDITOR REPRESENTS THAT IT HAS BEEN GIVEN FULL AND COMPLETE ACCESS TO THE COMPANY FOR THE PURPOSE OF OBTAINING SUCH INFORMATION AS CREDITOR OR ITS QUALIFIED REPRESENTATIVE HAS REASONABLY REQUESTED IN CONNECTION WITH THE DECISION TO EXCHANGE THE COMMON STOCK. CREDITOR REPRESENTS THAT IT HAS BEEN AFFORDED THE OPPORTUNITY TO ASK QUESTIONS OF THE OFFICERS OF THE COMPANY REGARDING ITS BUSINESS PROSPECTS AND THE COMMON STOCK, ALL AS CREDITOR'S QUALIFIED REPRESENTATIVE HAS FOUND NECESSARY TO MAKE AN INFORMED INVESTMENT DECISION TO EXCHANGE THE SATISFACTION FOR THE COMMON STOCK. 5. ACCREDITED INVESTOR. CREDITOR IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A) UNDER THE ACT, AND COMES WITHIN AT LEAST ONE CATEGORY AS SET FORTH IN SAID RULE. CREDITOR AGREES TO FURNISH ANY ADDITIONAL INFORMATION, WHICH THE COMPANY DEEMS NECESSARY IN ORDER TO VERIFY THAT CREDITOR IS AN ACCREDITED INVESTOR. 6. RESTRICTIVE LEGENDS. IT IS UNDERSTOOD THAT EACH CERTIFICATE REPRESENTING THE COMMON STOCK AND ANY OTHER SECURITIES ISSUED IN RESPECT OF THE COMMON STOCK UPON ANY STOCK SPLIT, STOCK DIVIDEND, CONVERSION, RECAPITALIZATION, MERGER OR SIMILAR EVENT (UNLESS NO LONGER REQUIRED IN THE OPINION OF COUNSEL FOR THE COMPANY) SHALL BE STAMPED OR OTHERWISE IMPRINTED WITH LEGENDS SUBSTANTIALLY IN THE FOLLOWING FORM (IN ADDITION TO ANY LEGEND THAT MAY NOW OR HEREAFTER BE REQUIRED BY APPLICABLE STATE LAW): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION SATISFACTORY TO THE ISSUER AND ITS COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT." 7. CLOSING. THE CLOSING UNDER THIS AGREEMENT SHALL BE HELD ON OR ABOUT MARCH 29, 2005 AT THE OFFICES OF THE COMPANY OR AT SUCH OTHER TIME OR PLACE AS THE PARTIES SHALL DESIGNATE. AT THE CLOSING, (A) CREDITOR WILL DELIVER THE SATISFACTION AND (B) THE COMPANY WILL DELIVER CERTIFICATES FOR 42,000,000 SHARES OF RESTRICTED COMMON STOCK TO CREDITOR: 8. ENTIRE AGREEMENT; MODIFICATION. THIS AGREEMENT CONSTITUTES THE ENTIRE, FINAL AND COMPLETE AGREEMENT BETWEEN CREDITOR AND THE COMPANY AND SUPERSEDES AND REPLACES ALL PRIOR OR EXISTING WRITTEN AND ORAL AGREEMENTS BETWEEN CREDITOR AND THE COMPANY AND MAY ONLY BE MODIFIED IN WRITING BY THE AGREEMENT OF ALL PARTIES. 9. APPLICABLE LAW; DISPUTE RESOLUTION. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEVADA WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF. ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE SETTLED BY BINDING ARBITRATION BEFORE A SINGLE ARBITRATOR UNDER THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATOR SHALL AWARD THE PREVAILING PARTY ITS COSTS AND EXPENSES, TOGETHER WITH REASONABLE ATTORNEYS' FEES (INCLUDING THE ALLOCABLE SHARE, IF ANY, OF IN-HOUSE COUNSEL FEES) AND, ACCOUNTANTS' AND EXPERT WITNESS FEES, IF ANY. THE AWARD OF THE ARBITRATOR MAY BE ENTERED IN AND ENFORCED BY ANY COURT OF COMPETENT JURISDICTION. 10. NOTICE. EACH NOTICE, INSTRUCTION OR OTHER CERTIFICATE REQUIRED OR PERMITTED BY THE TERMS HEREOF SHALL BE IN WRITING AND SHALL BE COMMUNICATED BY PERSONAL DELIVERY, FAX OR REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE PARTIES HERETO AT THEIR RESPECTIVE ADDRESSES, OR AT SUCH OTHER ADDRESS AS ANY OF THEM MAY DESIGNATE BY NOTICE TO EACH OF THE OTHERS. IN WITNESS WHEREOF, THE PARTIES HAVE DULY EXECUTED THIS AGREEMENT AS OF THE DATE FIRST ABOVE MENTIONED. Creditor: Left Right Marketing Technology, Inc., a Delaware corporation /s/ Matthew Schultz By: /s/ Lawrence S. Schroeder - ------------------- ------------------------- Matthew Schultz Lawrence S. Schroeder, Secretary 3. Annual Report on Form 10-KSB, for the fiscal year ended December 31, 2004, filed on May 6, 2005. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-09047 LEFT RIGHT MARKETING TECHNOLOGY, INC. (Name of small business issuer in its charter) DELAWARE 02-0314487 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 585 WEST 500 SOUTH #180 BOUNTIFUL, UTAH 84010 (Address of principal executive offices) (zip code) Issuer's Telephone Number: (801) 244-4405 Securities registered under Section 12(b) of the Exchange Act: None. Securities registered under Section 12(g) of the Exchange Act: Common Stock, $.001 par value (Title if Class) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 _____ Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10- KSB or any amendment to this Form 10-KSB. [ ] The issuer's revenues for its most recent fiscal year ended December 31, 2004. $0. The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and ask price, as of February 16, 2005 was $45,848.56 based on a share value of $0.02. The number of shares of Common Stock, $0.001 par value, outstanding on February 16, 2005, was 54,420,328 shares. Transitional Small Business Disclosure Format (check one): Yes ___ No X LEFT RIGHT MARKETING TECHNOLOGY, INC. FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 INDEX TO REPORT ON FORM 10-KSB PART I Page(s) Item 1.Description of Business 2 Item 2.Description of Property 6 Item 3.Legal Proceedings 6 Item 4.Submission of Matters to a Vote of Security Holders 6 PART II Item 5. Market for Common Equity and Related Stockholder Matters 6 Item 6. Plan of Operation 9 Item 7. Financial Statements 12 Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 13 Item 8A.Controls and Procedures 13 Item 8B.Other Information 13 PART III Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act 13 Item 10.Executive Compensation 16 Item 11.Security Ownership of Certain Beneficial Owners and Management 16 Item 12.Certain Relationships and Related Transactions 18 Item 13.Exhibits 18 Item 14 Principal Accountant Fees and Services 19 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," "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: o Our current deficiency in working capital; o increased competitive pressures from existing competitors and new entrants; o increases in interest rates or our cost of borrowing or a default under any material debt agreements; o deterioration in general or regional economic conditions; o adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations; o loss of customers or sales weakness; o inability to achieve future sales levels or other operating results; o the unavailability of funds for capital expenditures; and o 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. In this filing references to "Company," "we," "our," and/or "us," refers to Left Right Marketing Technology, Inc., a Delaware corporation. PART I ITEM 1. DESCRIPTION OF BUSINESS. (A) GENERAL BUSINESS DEVELOPMENT Left Right Marketing Technology, Inc., formerly Global Gaming Technology, Inc., was incorporated in the state of Delaware in 1973. We had been dormant for several years until October 6, 2000, when we entered into a contract for the sale of used equipment to a California tribal casino. Although opportunities existed in this market and in foreign export of used gaming equipment, we were unable to perform in this market due to competition from large manufacturers, jurisdictional regulatory laws and our inability to obtain funding. On June 30, 2003, our management signed a binding letter of intent to merge with Left Right Marketing & Technology, Inc., a private Nevada corporation ("LRMT"). In anticipation of closing the merger with LRMT, on July 30, 2003, we filed an amendment to its Certificate of Incorporation to effectuate (i) a name change to Left Right Marketing Technology, Inc., (ii) a 1 for 5 reverse split of its outstanding shares of common stock, and (iii) increase its authorized shares of common stock to 100,000,000 shares, $0.001 par value, and 25,000,000 shares of preferred stock, $0.001. Effective September 29, 2003, we completed a reverse triangular merger by and among us, Global Gaming Technologies, Inc., a Nevada Corporation ("GGTI") our wholly owned subsidiary, and LRMT, whereby we issued 36,390,000 shares of its restricted common stock in exchange for 100% of LRMT's outstanding common stock. Pursuant to the terms of the merger, LRMT merged with GGTI wherein GGTI ceased to exist and LRMT became our wholly owned subsidiary. On October 29, 2003, our board of directors approved a change in our year-end from June 30 to December 31. Our primary motivation for the merger was to obtain, from LRMT, the right to acquire CrazyGrazer.com, Limited Liability Company, formerly known as Crazy Grazer, LLC, a Nevada limited liability company ("CrazyGrazer.com") who operates an online shopping mall website, www.CrazyGrazer.com. Effective April 26, 2004, we completed a reverse triangular merger by and among LRMT, our wholly owned subsidiary, and CrazyGrazer.com, whereby CrazyGrazer.com merged with LRMT and LRMT ceased to exist and CrazyGrazer.com became our wholly owned subsidiary. Effective February 16, 2005, Richard M. Hall as the sole member of the board of directors appointed S. Mathew Schultz to our board of directors. Concurrently, Mr. Hall resigned as our President and Director and Mr. Schultz as the sole member of the board of directors appointed himself as our President and appointed Lawrence S. Schroeder as our Secretary, Treasurer and a Director. On March 8, 2005, the Company, Richard M. Hall and CrazerGrazer.com executed a Rescission Agreement, whereby the parties individually agreed and jointly agree that the merger agreement effective April 26, 2005 and all terms, conditions, covenants, representations and warranties contained in the merger agreement be rescinded and deemed null and void, effective immediately. Pursuant to the Rescission Agreement, the liabilities and assets of CrazyGrazer.com that existed at the time of the merger and as existed as of the closing of the Rescission Agreement remained the liabilities and assets of CrazyGrazer.com. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of us as a going concern. Our cash position may be inadequate to pay all of the costs associated with its intended business 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 we be unable to continue existence. (B) OUR BUSINESS CHANGE IN BUSINESS DIRECTION As a result of the rescission agreement we have abandoned our prior business plan. However, we plan to locate and negotiate with an established business entity for the merger/acquisition of a target business. Management believes that there are perceived benefits to being a reporting company with a class of publicly-traded securities. These are commonly thought to include (1) the ability to use registered securities to make acquisition of assets or businesses; (2) increased visibility in the financial community; (3) the facilitation of borrowing from financial institutions; (4) improved trading efficiency; (5) stockholder liquidity; (6) greater ease in subsequently raising capital; (7) compensation of key employees through stock options; (8) enhanced corporate image; and (9) a presence in the United States capital market. A business entity, if any, which may be interested in a business combination with us may include (1) a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses; (2) a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it; (3) a company which wishes to become public with less dilution of its common stock than would occur normally upon an underwriting; (4) a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public; (5) a foreign company which may wish to gain an initial entry into the United States securities market; (6) a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan; or (7) a company seeking one or more of the other perceived benefits of becoming a public company. We are engaged in seeking an acquisition, locating a new business opportunity, finding a business partner, or locating a qualified company as a candidate for a business combination. We are authorized to enter into a definitive agreement with a wide variety of businesses without limitation as to their industry or revenues. It is not possible at this time to predict with which company, if any, we will enter into a definitive agreement or what will be the industry, operating history, revenues, future prospects or other characteristics of that company. However, we initially plan to focus on opportunities and businesses in the Biotechnology/Pharmacology industry. We may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. Our management, in all likelihood will not be experienced in matters relating to the business of a target business and will rely solely upon its own efforts in accomplishing our business purposes. Outside consultants or advisors may be utilized by us to assist in the search for qualified target companies. If we do retain such an outside consultant or advisor, any cash fee earned by such person will need to be assumed by the target business, as we have limited cash assets with which to pay such obligation. The analysis of new business opportunities will be undertaken by, or under the supervision of Mr. Schultz, our recently appointed President and a Director who is not a professional business analyst. In analyzing prospective business opportunities, management may consider such matters as: - the available technical, financial and managerial resources; - the availability of audited financial statements; - working capital and other financial requirements; - history of operations, if any; - prospects for the future; - nature of present and expected competition; - the quality and experience of management services which may be available and the depth of that management; - the potential for further research & development; - specific risk factors not now foreseeable but which then may be anticipated to impact our proposed activities; - the potential for growth or expansion; - the potential for profit; - the perceived public recognition or acceptance of products, services, or trades; - name identification; and - other relevant factors. Management does not have the capacity to conduct as extensive an investigation of a target business as might be undertaken by a venture capital fund or similar institution. As a result, management may elect to merge with a target business which has one or more undiscovered shortcomings and may, if given the choice to select among target businesses, fail to enter into an agreement with the most investment-worthy target business. Following a business combination we may benefit from the services of others in regards to accounting, legal services, underwritings and corporate public relations. If requested by a target business, management may recommend one or more underwriters, financial advisors, accountants, public relations firms or other consultants to provide such services. A potential target business may have an agreement with a consultant or advisor, providing that services of the consultant or advisor be continued after any business combination. Additionally, a target business may be presented to us only on the condition that the services of a consultant or advisor be continued after a merger or acquisition. Such preexisting agreements of target businesses for the continuation of the services of attorneys, accountants, advisors or consultants could be a factor in the selection of a target business. In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. On the consummation of a transaction, our present management and stockholders may no longer be in control of us. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, appoint one or more new officers and directors. It is anticipated that any securities issued in any such reorganization would be issued in reliance upon an exemption from registration under applicable federal and state securities laws. In some circumstances however, as a negotiated element of a transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after we have entered into an agreement for a business combination or have consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in our securities may depress the market value of our securities in the future if such a market develops, of which there is no assurance. While the terms of a business transaction to which we may be a party cannot be predicted, it is expected that the parties to the business transaction will desire to avoid the creation of a taxable event and thereby structure the acquisition in a tax-free reorganization under Sections 351 or 368 of the Internal Revenue Code of 1986, as amended. With respect to any merger or acquisition negotiations with a target business, management expects to focus on the percentage of the Company which target business stockholders would acquire in exchange for their shareholdings in the target business. Depending upon, among other things, the target business's assets and liabilities, our stockholders may hold a lesser percentage ownership interest in the Company following any merger or acquisition. Any merger or acquisition effected by us may have a dilutive effect on the percentage of shares held by our stockholders at such time. No assurances can be given that we will be able to enter into a business combination, as to the terms of a business combination, or as to the nature of the target business. As of the date hereof, management has not made any final decision concerning or entered into any definitive agreements for a business combination or other transaction. When any such agreement is reached or other material fact occurs, we will file notice of such agreement or fact with the Securities and Exchange Commission on Form 8-K. Persons reading this Annual Report are advised to determine if we have subsequently filed a Form 8-K. We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes (but has not conducted any research to confirm) that there are numerous firms in various industries seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions, and providing liquidity for our stockholders and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We can provide no assurance that we will be able to locate compatible business opportunities. PERSONNEL The Company currently does not have any employees. We are dependent upon our Officers and Directors. We anticipate the assumption of employment base from a company we intend to acquire in the future. AVAILABLE INFORMATION We file annual, quarterly and special reports and other information with the SEC that can be inspected and copied at the public reference facility maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. The Company's filings are also available through the SEC's Electronic Data Gathering Analysis and Retrieval System which is publicly available through the SEC's website (www.sec.gov). Copies of such materials may also be obtained by mail from the public reference section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. ITEM 2. DESCRIPTION OF PROPERTY. Effective February 16, 2005, we changed our principal address to 585 West 500 South #180, Bountiful, UT 84010. We do not lease or rent this property. Office services are provided at a nominal fee by an officer. Such costs are deemed immaterial to the financial statements and, accordingly, have not been reflected as an expense to us. ITEM 3. LEGAL PROCEEDINGS. We are not a party to any material legal proceedings. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to the vote of security holders during the fourth quarter of the fiscal year ended December 31, 2004. PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. (A) MARKET INFORMATION Our Common Stock is traded on the over-the-counter securities market through the National Association of Securities Dealers Automated Quotation Bulletin Board System, under the symbol "LRMK". The following table sets forth the quarterly high and low bid prices for our Common Stock during our last two fiscal years, as reported by a Quarterly Trade and Quote Summary Report of the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and not necessarily represent actual transactions. 2004 2003 High Low High Low 1st Quarter 1.4 0.31 0.008 0.008 2nd Quarter 1.84 0.2 0.02 0.008 3rd Quarter 0.43 0.045 1.40 0.00 4th Quarter 0.37 0.016 6.00 0.35 Note: We traded on the OTC:BB through August 25, 2003 under the symbol "GBTE". From August 25, 2003 through September 23, 2003, as a result of our name change, our OTC:BB trading symbol was changed from "GBTE" to "LRMKV." On September 24, 2003 our symbol was changed to "LRMK." (B) HOLDERS OF COMMON STOCK As of February 16, 2005, we had approximately 69 stockholders of record of the 54,420,328 shares outstanding. (C) DIVIDENDS We have never declared or paid dividends on our Common Stock. We intend to follow a policy of retaining earnings, if any, to finance the growth of the business and do not anticipate paying any cash dividends in the foreseeable future. The declaration and payment of future dividends on the Common Stock will be the sole discretion of the Board of Directors and will depend on our profitability and financial condition, capital requirements, statutory and contractual restrictions, future prospects and other factors deemed relevant. (D) SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS CONSULTANT AND EMPLOYEE STOCK COMPENSATION PLANS Effective January 20, 2004, we adopted a Consultant and Employee Stock Compensation Plan. The maximum number of shares that may be issued pursuant to the plan is 782,000 shares. As of January of 2004, all of the shares have been granted under the plan. On April 22, 2004, we amended the compensation plan to make available an additional 4,100,000 shares of common stock. As of December 31, 2004, all of the shares have been granted under the plan. Effective December 10, 2004, we adopted a 2005 Consultant and Employee Stock Compensation Plan. The maximum number of shares that may be issued pursuant to the plan is 2,000,000 shares. As of December 31, 2004, none of the shares had been granted under the plan. On January 7, 2005, the 2,000,000 shares were granted to a consultant. EQUITY COMPENSATION PLAN INFORMATION We maintain consultant and employee stock compensation plans 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 following table sets forth information regarding outstanding shares issued under the plan and shares reserved for future issuances under the plan as of December 31, 2004.
Number Weighted- of shares to be average issued upon exercise Number of shares remaining exercise of price of available for future outstanding outstanding issuance under consultant and options, warrants options, employee compensation and rights warrants and plan (excluding shares Plan Category (a) rights reflected in column (a)) (b) (c) Equity - $ - - compensation plans approved by stockholders Equity - $ - 2,000,000 compensation plans not approved by stockholders Total - $ - 2,000,000 (1)
(1) On January 7, 2005, the 2,000,000 shares were granted. Currently, there are no shares available for grant under an equity compensation plan. RECENT SALES OF UNREGISTERED SECURITIES On December 2, 2004, we issued 2,030,816 shares of our restricted common stock to Wexford Capital Ventures as partial compensation for services rendered to the Company. 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). Subsequent Issuances On January 7, 2005, we issued 2,000,000 shares of our restricted common stock to Affinity Financial Group, Inc. pursuant to its consulting agreement dated December 9, 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 March 15, 2005, we entered into an Equity-for-Debt Exchange Agreement with S. Matthew Schultz wherein we agreed to exchange $420,000 in debt due to Mr. Schultz for 42,000,000 shares of our restricted common stock. We believe that the issuance of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2). ITEM 6. PLAN OF OPERATION. With the exception of historical matters, the matters discussed herein are forward-looking statements that involve risks and uncertainties. Forward- looking statements include, but are not limited to, statements concerning operations and available cash flow. Our actual results could differ materially from the results discussed in such forward-looking statements. The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto appearing elsewhere herein. OVERVIEW As a result of the Company's lack of significant revenue generation and considering CrazyGrazer.com's liabilities and lack of assets, the Company's new management, CrazyGrazer.com and Richard M. Hall determined that it is in the best interest to all parties to rescind the merger completed on April 26, 2004. Effective March 8, 2005, the parties entered into a rescission agreement whereby deemed the merger agreement null and void effective immediately. SATISFACTION OF OUR CASH OBLIGATIONS FOR THE NEXT TWELVE MONTHS. We plan on satisfying our cash obligations 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. We do not anticipate generating revenues sufficient to satisfy our working capital requirements within the next twelve months. We have included in our recent business plan the concept of seeking merger candidates or other means of perfecting a business opportunity. 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. SIGNIFICANT CHANGES IN THE NUMBER OF EMPLOYEES. We currently do not have any full-time employees, and until we either obtain sufficient capital to pursue our business plan, or acquire a business with sufficient cash, or merge with such a company, we will not require new employees. PLAN OF OPERATION CHANGE IN BUSINESS DIRECTION As a result of the rescission agreement we have abandoned our prior business plan. However, we plan to locate and negotiate with an established business entity for the merger/acquisition of a target business. We plan to locate and negotiate with a business entity for the merger of a target business into us. In certain instances, a target business may wish to become a subsidiary of us or may wish to contribute assets to us rather than merge. No assurances can be given that we will be successful in locating or negotiating with any target business. Management is actively engaged in seeking a qualified company as a candidate for a business combination. We are authorized to enter into a definitive agreement with a wide variety of businesses without limitation as to their industry or revenues. It is not possible at this time to predict with which company, if any, we will enter into a definitive agreement or what will be the industry, operating history, revenues, future prospects or other characteristics of that company. As of the date hereof, management has not made any final decision concerning or entered into any written agreements for a business combination. When any such agreement is reached or other material fact occurs, we will file notice of such agreement or fact with the Securities and Exchange Commission on Form 8-K. LIQUIDITY AND CAPITAL RESOURCES 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 do not anticipate enough positive internal operating cash flow until such time as we can locate a merger or acquisition target or generate substantial revenues, which may take the next few years to fully realize. In the event we cannot obtain the necessary capital to pursue our operations, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations. Since inception, we have financed our cash flow requirements through the issuance of common stock. As we continue our activities, we may continue to experience net negative cash flows from operations, pending consummation of a merger or acquisition or the receipt of sales revenues. Additionally we anticipate obtaining additional financing to fund operations through common stock offerings and bank borrowings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. Over the next twelve months we believe that existing capital and anticipated funds from operations will not be sufficient to sustain operations. Consequently, we will be required to seek additional capital in the future to fund operations 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 searching for viable merger or acquisition candidates. 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, implement and successfully execute our revised business model, 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. FACTORS THAT MAY AFFECT OUR PLAN OF OPERATION WE HAVE HISTORICALLY LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE, WHICH MAY CAUSE US TO CURTAIL OPERATIONS. Since our inception we have not been profitable and have lost money on both a cash and non-cash basis. For the years ended December 31, 2004 and December 31, 2003 we incurred net losses of $2,743,938 and $1,431,870 respectively. Our accumulated deficit at the end of December 31, 2004 was $(4,175,808). Future losses are likely to occur, as we are dependent on spending money to pay for our operations. No assurances can be given that we will be successful in reaching or maintaining profitable operations. Accordingly, we may experience liquidity and cash flow problems. If our losses continue, our ability to operate may be severely impacted. WE ARE AN INSIGNIFICANT PARTICIPANT IN THE BUSINESS OF SEEKING MERGERS WHEREIN A LARGE NUMBER OF ESTABLISHED AND WELL FINANCED ENTITIES ARE OUR COMPETITORS. We are and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies, which may be merger or acquisition target candidates for us. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we do and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete with numerous other small public companies in seeking merger or acquisition candidates. WE CHANGED OUR MANAGEMENT ON FEBRUARY 16, 2005 AND ARE UNSURE OF THE EFFECT ON OUR ABILITY TO OPERATE. On February 16, 2005, Richard M. Hall as the sole member of the board of directors appointed S. Mathew Schultz to the board of directors and concurrently, Mr. Hall resigned as President and Director of the Company. Mr. Schultz as the sole member of the Company appointed himself as President of the Company and appointed Lawrence S. Schroeder as Secretary, Treasurer and a Director of the Company. Although Mr. Schultz and Mr. Schroeder have experience in business matters, we are unsure as to whether Mr. Schultz and Mr. Schroeder will provide a positive benefit to us in light of our current financial position. 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 quoted 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. WE WILL NEED ADDITIONAL CAPITAL IN THE FUTURE TO FINANCE OUR OPERATIONS, WHICH WE MAY NOT BE ABLE TO RAISE OR IT MAY ONLY BE AVAILABLE ON TERMS UNFAVORABLE TO US OR OUR STOCKHOLDERS, WHICH MAY RESULT IN OUR INABILITY TO FUND OUR WORKING CAPITAL REQUIREMENTS AND HARM OUR OPERATIONAL RESULTS. If operating difficulties or other factors, many of which are beyond our control, because our revenues or cash flows from operations, if any, to decrease, we may be limited in our ability to spend the capital necessary to complete our revised business plan. If our resources or cash flows do not rapidly commence, we will require additional financing to fund our planned growth. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders. OUR AUDITOR'S REPORT REFLECTS THE FACT THAT WITHOUT REALIZATION OF ADDITIONAL CAPITAL, IT WOULD BE UNLIKELY FOR US TO CONTINUE AS A GOING CONCERN. As a result of our deficiency in working capital at December 31, 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 merger or acquisition candidates, seek additional funding through future equity private placements or debt facilities. OFF BALANCE SHEET ARRANGEMENTS As of December 31, 2004, CrazyGrazer.com was considered a variable interest entity to the Company but as of March 8, 2005, pursuant to the rescission agreement, CrazyGrazer.com is no longer a variable interest entity to the Company. Currently 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. 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. ITEM 7. FINANCIAL STATEMENTS. Please See Index to the Company's Financial Statements and Financial Statement Schedules appearing on page F-1 through F-14 of this Form 10-KSB. ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE We have had no disagreements with our independent auditors on accounting or financial disclosures. ITEM 8A. CONTROLS AND PROCEDURES We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. As of the end of the period covered by this report, Mathew Schultz, our Chief Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures. Based on the evaluation, which disclosed no significant deficiencies or material weaknesses, Mr. Schultz, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 8B. OTHER INFORMATION None. PART III ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT On December 20, 2004, Eugene "Rock" Newman resigned as Chairman of the Board of the Company to pursue other opportunities. Mr. Newman's resignation was not a result of any disagreement with the Company or management. On February 16, 2005, Richard Michael "Mick" Hall as the sole member of the board of directors appointed S. Matthew Schultz to the board of directors of the Company. Concurrently, Mr. Hall resigned from the Company's board of directors and as President, and Heather M. Hall resigned as Secretary and Treasurer. Mr. Schultz as the sole member of the board of directors appointed himself as President of the Company and appointed Lawrence S. Schroeder as Secretary, Treasurer and a Director of the Company. The members of our board of directors serve for one year terms and are elected at the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the board of directors. Information as to our current directors and executive officers is as follows: Name Age Positions and Offices held S. Matthew Schultz 36 President and Director Lawrence S. Schroeder 57 Secretary, Treasurer and Director DUTIES, RESPONSIBILITIES AND EXPERIENCE S. MATTHEW SCHULTZ, PRESIDENT AND A DIRECTOR: From April of 2003 to Present, Mr. Schultz has been President of Wexford Capital Ventures, Inc., a Utah based strategic financial consulting firm. Mr. Schultz has been instrumental in creating successful investor awareness campaigns for numerous publicly traded companies, and assisted in private placement offerings for both the United States and abroad. From 1999 to 2003, Mr. Schultz was the Chairman of Pali Financial Group, Inc., an investment banking firm specializing in small cap securities. Mr. Schultz also served as the vice-president of the Utah Consumer Lending Association during 1998-1999. LAWRENCE S. SCHROEDER, SECRETARY, TREASURER AND A DIRECTOR: From 1992 to Present, Mr. Schroeder works as a private consultant to hospitality and other industries. Clients include the NFL, NASCAR, MLB, NHL and their officially licensed consumer products. Mr. Schroeder is a Director for Responsive Marketing & Communications which was the official marketing agency of record for the 1996 Olympic Games. Mr. Schroeder is also Chairman and CEO of New World Entertainment which is a joint venture partner with Fortune Brands, specifically Jim Beam brands worldwide, developer of "Jim Beam Roadhouse" concept in Europe. ELECTION OF DIRECTORS AND OFFICERS. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified. No Executive Officer or Director of the Corporation has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities. No Executive Officer or Director of the Corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending. No Executive Officer or Director of the Corporation is the subject of any pending legal proceedings. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the Company's executive officers and directors, and persons who beneficially own more than ten percent (10%) of the Company's common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that as of the date of this filing they were all current in their filings. AUDIT COMMITTEE AND FINANCIAL EXPERT We do not have an Audit Committee, our board of directors perform some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditors independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document. We have no financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a financial expert are not warranted. CODE OF ETHICS A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote: (1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission and in other public communications made by an issuer; (3) Compliance with applicable governmental laws, rules and regulations; (4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and (5) Accountability for adherence to the code. We have not adopted a corporate code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our decision to not adopt such a code of ethics results from our having only 2 executive officers and directors operating as the management for the Company. We believe that as a result of the limited interaction which occurs having such a small management structure for the Company eliminates the current need for such a code, in that violations of such a code would be reported to the party generating the violation. NOMINATING COMMITTEE We do not have a Nominating Committee or Nominating Committee Charter. Our board of directors, perform some of the functions associated with a Nominating Committee. We have elected not to have a Nominating Committee in that we are a development stage company with limited operations and resources. ITEM 10. EXECUTIVE COMPENSATION The following table sets forth the cash compensation of the Company's executive officers during the last two fiscal years of the Company. The remuneration described in the table does not include the cost to the Company of benefits furnished to the named executive officers, including premiums for health insurance and other benefits provided to such individuals that are extended in connection with the conduct of the Company's business. SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation Awards Payouts Name and Principal Position Year Salary Bonus Other Annual Restricted Options LTIP All other Compensation Stock payouts compensation Mick Hall, Former President/CEO (1) 2004 $95,250 -0- -0- -0- -0- -0- -0- 2003 $95,250 -0- -0- -0- -0- -0- -0-
(1)Mr. Hall was appointed President and CEO of the Company on July 30, 2003 and resigned on February 16, 2005. TERMINATION OF EMPLOYMENT There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in Cash Consideration set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person's employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person's responsibilities following a change in control of the Company. COMPENSATION OF DIRECTORS All directors will be reimbursed for expenses incurred in attending Board or committee, when established, meetings. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The following table presents information, to the best of the Company's knowledge, about the beneficial ownership of our common stock on February 16, 2005, relating to the beneficial ownership of the Company's common stock by those persons known to beneficially own more than 5% of the Company's capital stock and by its directors and executive officers. The percentage of beneficial ownership for the following table is based on 54,420,328 shares of common stock outstanding. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days after closing of the merger through the exercise of any option, warrant or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of our common stock. SECURITY OWNERSHIP OF MANAGEMENT Percent Number Beneficially Name and Address of Beneficial Owner (1) of Shares Owned (2) S. Matthew Schultz 15,927,900 (3) 29% 585 West 500 South, Suite 180 Bountiful, UT 84010 Lawrence S. Schroeder 0 0% 3959 Ruskin Street Las Vegas, NV 89147 All Directors & Officers as a Group 15,927,900 29% 1. As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date. 2. Figures are rounded to the nearest whole percent. 3. 800,000 shares of the 15,927,900 shares are held by the Schultz family trust. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS Name and Address of Beneficial Owner (1) Number Percent of Shares Beneficially Owned (2) Richard M. "Mick" Hall (3) CEO, President and a director 5,500,000 10% Mark Newburg (5) Senior Vice President, COO and a director 2,460,000 5.% Eugene R. "Rock" Newman (7) Chairman of the Board 10,000,000 18% Beneficial Owners as a Group 17,960,000 33% 1. As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date. 2. Figures are rounded to the nearest whole percent. CHANGES IN CONTROL On February 16, 2005, Richard M. "Mick" Hall (former sole officer and director as of February 16, 2005) sold 15,000,000 shares of the Company's common stock owned by Mr. Hall to S. Matthew Schultz (President of the Company as of February 16, 2005) for $80,000 in cash. The shares sold by Mr. Hall to Mr. Schultz, together with Mr. Schultz's current holdings, represent 29% of the Company's issued and outstanding shares of common stock. On March 15, 2005, we entered into an Equity-for-Debt Agreement with Mr. Schultz, wherein we agreed to exchange $420,000 in debt due to Mr. Schultz for 42,000,000 shares of the Company's restricted common stock. The 42,000,000 shares Mr. Schultz received, together with his current holdings mentioned above, represent approximately 60% of the Company's outstanding shares of common stock. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. ITEM 13. EXHIBITS (a) Exhibits 10-1 Rescission Agreement, dated 3/8/05 (Incorporated by reference to Exhibit 10-1 for Form 8-K filed on 3/24/05) 10-2 Equity for Debt Exchange Agreement, dated 3/8/05 (Incorporated by reference to Exhibit 10-1 for Form 8-K filed on 4/11/05) 31* Certification of S. Matthew Schultz pursuant to Section 302 of the Sarbanes-Oxley Act 32* Certification of S. Matthew Schultz pursuant to Section 906 of the Sarbanes-Oxley Act * Filed herewith ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (1) AUDIT FEES The aggregate fees billed for professional services rendered by Beadle, McBride, Evans & Reeves, LLP, for the audit of our annual financial statement and review of the financial statements included in our Form 10-QSB or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for fiscal year 2004 was 11,200, respectively. The aggregate fees billed by CFO Advantage for professional services rendered for audit related fees for the period from July 1, 2003 through December 31, 2003 was $11,279. The aggregate fees billed by Bradshaw Smith & Co. LLP for professional services rendered for the audit of our annual financial statement for fiscal year ended June 30, 2003, and the reviews of the financial statements included in our Forms 10-QSB and other Securities and Exchange Commission filings, was $13,500, respectively. (2) AUDIT-RELATED FEES The aggregate fees billed by Beadle, McBride, Evans, & Reeves, LLP, for professional services rendered for audit related fees for fiscal year 2004 was $-0-. The aggregate fees billed by CFO Advantage for professional services rendered for audit related fees for the period from July 1, 2003 through December 31, 2003 was $-0-. The aggregate fees billed by Bradshaw Smith & Co. LLP for professional services rendered for audit related fees for the fiscal year ended June 30, 2003 was $-0-, respectively. (3) TAX FEES The aggregate fees to be billed by Beadle, McBride, Evans, & Reeves, LLP, for professional services to be rendered for tax fees for fiscal year 2004 was $875. The aggregate fees to be billed by CFO Advantage for professional services to be rendered for tax fees for the period from July 1, 2003 through December 31, 2003 was $-0-. The aggregate fees billed by Bradshaw Smith & Co. LLP for professional services rendered for tax fees for the fiscal year ended June 30, 2003 was $0, respectively. (4) ALL OTHER FEES There were no other fees to be billed by Beadle, McBride, Evans, & Reeves, LLP, for the fiscal year 2004 other than fees described above. There were no other fees to be billed by CFO Advantage for the period from July 1, 2003 through December 31, 2003 other than the fees described above. There were no other fees billed by Bradshaw Smith & Co. LLP for the fiscal years ended June 30, 2002 or June 30, 2003 other than the fees described above. (5) AUDIT COMMITTEE POLICIES AND PROCEDURES We do not have an audit committee. (6) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. Not applicable. SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LEFT RIGHT MARKETING TECHNOLOGY, INC. By: /s/ S. Matthew Schultz ----------------------------- S. Matthew Schultz, CEO/President Dated: May 5, 2005 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. NAME OFFICE DATE /s/ S. Matthew Schultz CEO/President and May 6, 2005 - ----------------------------- Director S. Matthew Schultz /s/ Lawrence Schroeder Secretary/Treasurer May 6, 2005 - ----------------------------- and Director Lawrence Schroeder CONTENTS FINANCIAL STATEMENTS: Auditor's Report F-1 Balance Sheet F-3 Statement of Income and Accumulated Deficit F-4 Statement of Changes of Stockholders' Equity F-5 Statement of Cash Flows F-6 NOTES TO FINANCIAL STATEMENTS F-7 ALEXANDER INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) Footnotes REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of Left Right Marketing Technology, Inc. Las Vegas, Nevada We have audited the accompanying balance sheet of Left Right Marketing Technology, Inc. as of December 31, 2004, and the related statements of operations, changes in stockholders' equity and cash flows for the year ended December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheets are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheets. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2004, and the results of its operations and its cash flows for the year ended December 31, 2004, in conformity with U.S. generally accepted accounting principles. The accompanying financial statements have been prepared on the basis of a going concern, which anticipates the payment of liabilities through the realization of assets and operations in the normal course of business. The Company is not a going concern, as it has no assets or ongoing operations. No adjustments have been made to reduce the existing liabilities based on the Company's inability to pay the obligations. /s/Beadle, McBride, Evans & Reeves, LLP Las Vegas, Nevada April 27, 2005 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Left Right Marketing Technology, Inc. Board of Directors Las Vegas, Nevada We have audited the accompanying statements of operations of Left Right Marketing Technology, Inc. as of December 31, 2003, and the related changes in stockholders' equity, and cash flows for the year ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the results of their operations of Left Right Marketing Technology, Inc. as of December 31, 2003, and their cash flows for the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared on the basis of a going concern, which anticipates the payment of liabilities through the realization of assets and operations in the normal course of business. The Company is not a going concern, as it has no assets or ongoing operations. No adjustments have been made to reduce the existing liabilities based on the Company's inability to pay the obligations. /s/ CFO Advantage, Inc. Las Vegas, Nevada April 9, 2004 F-2 ALEXANDER INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) Footnotes LEFT RIGHT MARKETING TECHNOLOGY, INC. (FORMERLY GLOBAL GAMING TECHNOLOGY, INC.) BALANCE SHEET (AUDITED)
Audited As of December 31, 2004 ------------ ASSETS Current assets Cash $ - Deposits - ---------- Total current assets - Related party receivables - ---------- Total assets $ - ========== LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable $ 104,434 Bank overdraft 19,908 Loans payable 250,000 Accrued payroll 433,771 Contingency payable 50,000 Payroll tax accrual 272,269 Accounts payable - related party - ----------- Total current liabilities 1,130,383 Commitments and long term debt - ----------- Total liabilities 1,130,383 ----------- Stockholders' equity Common stock; $.001 par value; 100,000,000 shares authorized 52,715,614 shares issued and outstanding as of December 31, 2004 52,716 Additional paid-in capital 2,992,710 Preferred Stock; $.001 par value; 25,000,000 shares authorized zero shares issued and outstanding as of December 31, 2004 -- Accumulated deficit (4,175,808) ----------- Total stockholders' deficit (1,130,383) Total liabilities and stockholders' deficit $ - ===========
See Accompanying Notes to Financial Statements F-3 LEFT RIGHT MARKETING TECHNOLOGY, INC. (FORMERLY GLOBAL GAMING TECHNOLOGY, INC.) STATEMENT OF OPERATIONS (AUDITED)
Audited Audited January 1, 2004 January 1, 2003 through through December 31, 2004 December 31, 2003 ----------------- ----------------- Revenue $ - $ - Operating expenses General and administrative 1,719,558 928,987 Costs associated with rescinded merger 1,022,015 - Bad debt expense - 559,979 ----------------- ----------------- Total operating expenses 2,741,573 1,488,966 Loss from operations (2,741,573) (1,488,966) Other income (expenses): Other expense - 71,951 Interest expense (2,365) (14,854) ----------------- ----------------- Total other income (expenses) (2,365) 57,096 Loss before provision for income taxes (2,743,938) (1,431,870) Provision for income taxes -- -- ----------------- ----------------- Net loss $ (2,743,938) $ (1,431,870) Basic and diluted loss per common share $ (0.06) $ (0.05) Basic and diluted weighted average common shares outstanding 47,806,720 27,994,849
See Accompanying Notes to Financial Statements F-4 LEFT RIGHT MARKETING TECHNOLOGY, INC. (FORMERLY GLOBAL GAMING TECHNOLOGY, INC.) STATEMENT OF STOCKHOLDERS' DEFICIT (AUDITED)
Additional Total Common Stock Paid-in Accumulated Stockholders' Shares Amount Capital Deficit Deficit ---------- ---------- ------------ -------------- ------------ Beginning balance, June 30, 2003 5,266,212 $ 263,300 $ 3,437,300 $ (5,955,300) $ (2,254,700) 9/29 Shares issued to acquire LRMT-NV 26,390,000 (231,134) (5,697,776) 5,955,300 26,390 9/29 Shares issued to extinguish debt 800,000 800 2,268,960 - 2,269,760 Shares issued for cash 10,226,900 10,227 716,733 - 727,000 Net loss - - - (1,431,870) (1,431,870) ---------- ---------- ------------ -------------- ------------ Balance at December 31, 2003 43,193,112 43,193 725,256 (1,431,870) (663,421) Shares issued for services 6,627,502 6,628 393,856 - 400,484 Shares issued for cash 845,000 845 452,255 - 453,100 Shares issued for compensation 2,050,000 2,050 1,022,950 - 1,025,000 Debt forgiveness - related party - - 398,393 - 398,393 Net loss -- -- -- (2,743,938) (2,743,938) ---------- ---------- ------------ -------------- ------------ Balance, December 31, 2004 52,715,614 $ 52,716 $ 2,992,710 $ (4,175,808) $ (1,130,382) ---------- ---------- ------------ -------------- ------------
See Accompanying Notes to Financial Statements F-5 LEFT RIGHT MARKETING TECHNOLOGY, INC. (FORMERLY GLOBAL GAMING TECHNOLOGY, INC.) STATEMENT OF CASH FLOWS (AUDITED)
Audited Audited January 1, 2004 January 1, 2003 through through December 31, 2004 December 31, 2003 ----------------- ----------------- Cash flows from operating activities: Net loss $ (2,743,938) $ (1,431,870) Adjustments to reconcile net loss to net cash used by operating activities: Changes in operating assets and liabilities: Expenses paid for by related parties 398,393 - Non cash costs related to rescinded merger 124,440 (622,200) Stock issued for services and compensation 1,425,484 36,390 (Increase) / Decrease in accounts receivable - related party (62,220) 559,979 Increase / (Decrease) in accounts payable (505,389) 623,046 Increase / (Decrease) in accrued expenses 186,331 79,319 Increase / (Decrease) in accrued payroll 433,771 - Increase / (Decrease) in contingency payable 50,000 - Increase / (Decrease) in payroll tax accrual 272,269 - Increase / (Decrease) in accounts payable - related party (52,149) (19,704) ----------------- ----------------- Net cash used by operating activities (473,008) (775,040) Cash flows from investing activities: Purchase of property and equipment - - ----------------- ----------------- Net cash used by investing activities - - Cash flows from financing activities: Issuance of preferred stock - - Proceeds from issuance of common stock 453,100 727,000 ----------------- ----------------- Net cash provided by financing activities 453,100 727,000 Net increase in cash (19,908) (48,040) Cash, beginning of period - - Cash, end of period / bank overdraft $ (19,908) $ (48,040) Supplementary cash flow information: Cash payments for income taxes $ - $ - Cash payments for interest $ 2,365 $ - Contribution of related party to additional paid in capital $ 398,393 $ -
See Accompanying Notes to Financial Statements F-6 LEFT RIGHT MARKETING TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY Left Right Marketing Technology, Inc. a Delaware corporation ("LRMK"), formerly named Global Gaming Technology, Inc., was incorporated in 1973. Prior to June of 2003 the company had been involved in various businesses, which were unsuccessful. On June 30, 2003, The company 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. The company 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. On April 30, 2004, the company 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. Effective April 26, 2004, the company completed a reverse tri-party merger among LRMT and Crazy Grazer, whereby the company issued 950,000 shares of 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. 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 ("CrazyGrazer.com"). 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 abstained as to any voting as a director of the Company on the Merger. On March 8, 2005, the Company entered into a Rescission Agreement with Richard Michael "Mick" Hall, former Chief Executive Officer, President and the sole Director of the Company, and CrazyGrazer.com, ("Crazy Grazer") a Limited Liability Company (formerly Crazy Grazer LLC), and a wholly-owned subsidiary of the Company, to rescind the merger that closed on April 26, 2004. Pursuant to the Rescission Agreement, 950,000 shares of the Company's Series A Convertible Preferred Stock issued to Mr. Hall as full consideration for Crazy Grazer were returned to the Company for cancellation. The rescission shall have the effect of placing the Company in the position it was in prior to the Merger. LEFT RIGHT MARKETING TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS GOING CONCERN ISSUES As discussed above, the Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a "going concern", which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company is not a going concern and currently has no assets or continuing source of revenues and the liabilities record as basis of going concern do not reflect any adjustments due to the Companies inabilities to pay them. Management is currently discussing with creditors if, when and how they might those obligation might be paid. Management is looking at potential business opportunities and there is no guarantee any will come to fruition that action can be taken. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Company's policy is to prepare the financial statements on the accrual basis of accounting. The fiscal year end is December 31. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of highly liquid investments with maturities of three months or less when purchased. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires that management make estimates and assumptions which affect the reported amounts of assets and liabilities as of the date of the financial statements and revenues and expenses for the period reported. Actual results may differ from these estimates. COMPREHENSIVE INCOME Statements of Financial Accounting Standards No. 130, Reporting Comprehensive Income (SFAS 130), requires that total comprehensive income be reported in the financial statements. The Company does not have any items considered to be other comprehensive income for the year ended December 31, 2004. REVENUE RECOGNITION The company currently does not have any revenue. NET LOSS PER SHARE Basic net loss per share is computed using the weighted average number of shares of common stock outstanding for the period end. The net income (loss) for the period end is divided by the weighted average number of shares outstanding for that period to arrive at net income per share. Diluted net income per share reflects the potential dilution that could occur if the securities or other contracts to issue common stock were exercised or converted into common stock. LEFT RIGHT MARKETING TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS ADVERTISING Advertising costs are expensed when incurred. Advertising for the year ended December 31, 2004 and 2003 amounted to $0 and $27,214, respectively. RESEARCH AND DEVELOPMENT The Company expenses its research and development in the periods incurred. CONCENTRATIONS OF CREDIT RISK Credit risk represents the accounting loss that would be recognized at the reporting date if counter parties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counter parties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions described below. As of December 31, 2004, the company does not have any significant operations in any specific industry. INTANGIBLE ASSETS, FIXED ASSETS, AND INVESTMENTS AND MARKETABLE SECURITIES. When the definitive operations of the company are determined and when appropriate, management will adopt specific accounting policies related to, among other items, Intangible Assets, Fixed Assets / Property Plant and Equipment, and Investments and Marketable Securities. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS FASB Interpretation 46R "Consolidation of Variable Interest Entities", as revised (FIN 46R), requires that variable interest entities created before December 31, 2003 be consolidated during the first interim period beginning after December 15, 2003. Management does not believe this pronouncement will have a material effect on the financial statements of the company as CrazyGrazer.com agreement was rescinded on March 8, 2005. See Note 1. In January, 2004 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 132 (revised 2003) "Employers' Disclosures about Pensions and Other Postretirement Benefits", an amendment of FASB Statements No. 87, 88, and 106. The Statement revises employers' disclosures about pension plans and other postretirement benefit plans. The statement retains the disclosure requirements contained in FASB Statement No. 132, which it replaces, and requires additional annual disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. Statement No. 132R requires us to provide disclosures in interim periods for pensions and other postretirement benefits. Management does not believe this pronouncement will have a material effect on the financial statements of the company. LEFT RIGHT MARKETING TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS In November 2004, the FASB issued SFAS No. 151, "Inventory Costs an amendment of ARB No. 43, Chapter 4." This Statement clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted materials. This Statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management does not believe this pronouncement will have a material effect on the financial statements of the company. In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67." This Statement references the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position 04-2, "Accounting for Real Estate Time-Sharing Transactions." This Statement also states that the guidance for incidental operations and costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. This Statement is effective for financial statements for fiscal years beginning after June 15, 2005. Management does not believe this pronouncement will have a material effect on the financial statements of the company. In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29." This Statement eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This Statement is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not expect application of SFAS No. 153 to have a material affect on its financial statements. STOCK BASED COMPENSATION The Company applies Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and Related Interpretations, in accounting for stock options issued to employees. Under APB No. 25, employee compensation cost is recognized when estimated fair value of the underlying stock on date of the grant exceeds exercise price of the stock option. For stock options and warrants issued to non-employees, the Company applies SFAS No. 123, Accounting for Stock-Based Compensation, which requires the recognition of compensation cost based upon the fair value of stock options at the grant date using the Black-Scholes option pricing model. The following table represents the effect on net loss and loss per share if the Company had applied the fair value based method and recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation", to stock-based employee compensation for the year ended December 31, 2004: LEFT RIGHT MARKETING TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS
2004 Net loss, as reported $ (2,743,938) Add: Stock-based employee compensation expense included in reported loss, net of related tax effects -- Deduct: Total stock-based employee compensation expense determined under fair value based methods for all awards, net of related tax effects (--) Pro forma net loss $ (2,743,938) Net loss per common share: Basic loss per share, as reported $ (0.06) Fully diluted loss per share, as reported $ (0.06) Basic loss per share, pro forma $ (0.06) Fully diluted loss per share, pro forma $ (0.06)
NOTE 3 - RESCISSION AGREEMENT On March 8, 2005, the Company entered into a Rescission Agreement with Richard Michael "Mick" Hall, former Chief Executive Officer, President and the sole Director of the Company, and CrazyGrazer.com, ("Crazy Grazer") a Limited Liability Company (formerly Crazy Grazer LLC), and a wholly-owned subsidiary of the Company, to rescind the merger that closed on April 26, 2004. Pursuant to the Rescission Agreement, 950,000 shares of the Company's Series A Convertible Preferred Stock issued to Mr. Hall as full consideration for Crazy Grazer were returned to the Company for cancellation. The rescission shall have the effect of placing the Company in the position it was in prior to the Merger. NOTE 4 - STOCKHOLDERS' EQUITY Common stock: On January 13, 2004, we issued 272,000 shares of our common stock to four of our consultants for their engagement with the Company. 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). The shares issued were registered pursuant to an S-8 Registration filed with the SEC on January 23, 2004. LEFT RIGHT MARKETING TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS On February 6, 2004, we sold 400,000 shares of common stock to two accredited investors for a total purchase price of $200,000, all of which was paid in cash. 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. The shares were issued directly by us and did not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to files and records of the company that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believe that the recipients, immediately prior to issuing the shares, had such knowledge and experience in the financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There was no commission paid on the issuance and sale of the shares. On February 10, 2004, we sold 300,000 shares of common stock to Mark Newburg, the previous COO, Senior VP and director, for a total purchase price of $100,000, all of which was paid in cash. Mr. Newburg is an accredited investor. The 300,000 shares were issued on April 12, 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. The shares were issued directly by us and did not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to files and records of the company that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believe that the recipients, immediately prior to issuing the shares, had such knowledge and experience in the financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There was no commission paid on the issuance and sale of the shares. 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. 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. 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. 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. LEFT RIGHT MARKETING TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS 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. 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. 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. 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. 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. 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. 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. On September 8, 2004, we entered into a Promissory Note with Thomas F. Gordon, pursuant to a loan of $100,000, which Mr. Gordon provided to us. We promised to pay Mr. Gordon the $100,000 with no interest on or before January 8, 2005. In lieu of interest we granted Mr. Gordon a warrant to purchase 200,000 shares of our common stock at $0.05 per share. The term of the warrant expires on September 7, 2005. On September 30, 2004, we entered into a Promissory Note with David Greenwald, pursuant to a loan of $150,000, which Mr. Greenwald provided to us. We promised to pay Mr. Greenwald the $150,000 with no interest on or before February 1, 2005. In lieu of interest we granted Mr. Greenwald a warrant to purchase 300,000 shares of our common stock at $0.05 per share. The term of the warrant expires on October 1, 2005. The debts to the former CEO, Mick Hall, and his related parties have been forgiven and are recorded as an additional paid in capital on the financial statements. LEFT RIGHT MARKETING TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS OPTIONS / WARRANTS During the year ended December 31, 2004, several individuals were granted warrants to purchase the shares of company stock at $0.05 per share. The terms of the warrants expire throughout 2005. As of December 31, 2004, none of the warrants were in the money. Should the warrants become in the money, a beneficial conversion feature and non-cash interest expense will be assessed for the fair market value of those options, which is anticipated to be the fair market value of the common stock minus the exercise price of the respective options. NOTE 5 - ACCRUED PAYROLL / CONTINGENCY PAYABLE The company has recorded a contingency payable based on information the new management of the company has received from prior employees. The members of management anticipate validating the amounts due, yet until such time as the amounts have been confirmed and reconciled, management has record the amounts as a contingent liability. NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED PAYROLL The company has $104,434 in accounts payable and approximately $433,771 in accrued payroll as of December 31, 2004. Additionally, the company has accrued a $50,000 contingency payable to cover any potential liabilities not disclosed to the new members of management. The company also owes approximately $272,269 in payroll taxes to the IRS for prior quarter's payment of Social Security, Medicare, Unemployment, and Withholding taxes. NOTE 7 - NOTES PAYABLE On September 8, 2004, we entered into a Promissory Note with Thomas F. Gordon, pursuant to a loan of $100,000, which Mr. Gordon provided to us. We promised to pay Mr. Gordon the $100,000 with no interest on or before January 8, 2005. In lieu of interest we granted Mr. Gordon a warrant to purchase 200,000 shares of our common stock at $0.05 per share. The term of the warrant expires on September 7, 2005. As of March 31, 2005, this note has not been settled and is considered delinquent. On September 30, 2004, we entered into a Promissory Note with David Greenwald, pursuant to a loan of $150,000, which Mr. Greenwald provided to us. We promised to pay Mr. Greenwald the $150,000 with no interest on or before February 1, 2005. In lieu of interest we granted Mr. Greenwald a warrant to purchase 300,000 shares of our common stock at $0.05 per share. The term of the warrant expires on October 1, 2005. As of March 31, 2005, this note has not been settled and is considered delinquent. LEFT RIGHT MARKETING TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS NOTE 8 - RELATED PARTY TRANSACTIONS On February 10, 2004, we sold 300,000 shares of common stock to Mark Newburg, the previous COO, Senior VP and director, for a total purchase price of $100,000, all of which was paid in cash. Mr. Newburg is an accredited investor. The 300,000 shares were issued on April 12, 2004. On March 1, 2004, we agreed to issue Mark Newburg, as part of a letter agreement, 2,000,000 shares of our common stock as part of his employment with the Company as our previous COO, Senior VP and director. On March 1, 2004, we agreed to issue Arnaldo "Arnie" Galassi, as part of a letter agreement, 50,000 shares of our common stock as part of his employment with the Company as the previous CFO, VP and director. 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. 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. 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. There were transactions related to the potential merger with Crazy Grazer which was ultimately rescinded. Inclusive in that was a reduction in the Due from Crazy Grazer account, along with the Bad Debt expense in prior years associated with the monies advanced to Crazy Grazer which was never returned to the company. There was approximately $1,022,015 of costs, inclusive of forgiven debts, associated with the potential merger with Crazy Grazer which never materialized. NOTE 9 - SUBSEQUENT EVENTS On March 15th, 2005, the company entered into an agreement to settle the related party debt and obligations as of that debt for 42,000,000 shares of stock. This debt included the settlement of the lease obligation for the company and the previous amount owed. As of December 31, 2004, approximately $398,000 of this debt has been treated as an increase in additional paid in capital. 4.Quarterly Report on Form 10-QSB, for the fiscal quarter ended March 31, 2005, filed on May 13, 2005. U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ___________ to ___________ Commission file number: 000-09047 LEFT RIGHT MARKETING TECHNOLOGY, INC. (Name of small business issuer in its charter) DELAWARE 02-0314487 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 585 WEST 500 SOUTH #180 BOUNTIFUL, UTAH 84010 (Address of principal executive offices) (zip code) Issuer's Telephone Number: (801) 244-4405 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS Check whether the Registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS The Registrant has 94,715,614 outstanding, par value $.001 per share as of May 11, 2005. The Registrant has zero (0) shares of Preferred Stock Series B issued and outstanding as of May 11, 2005. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] 2 TABLE OF CONTENTS Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements...................................... 4 Balance Sheet (unaudited)................................. 5 Statements of Operations (unaudited)...................... 6 Statements of Cash Flows (unaudited)...................... 7 Notes to Financial Statements............................. 8-13 Item 2. Plan of Operation.......................................... 14 Item 3. Controls and Procedures..................................... 17 PART II. OTHER INFORMATION Item 1. Legal Proceedings......................................... 17 Item 2. Unregistered Sales of Equity and Use of Proceeds.......... 17 Item 3. Defaults upon Senior Securities........................... 17 Item 4. Submission of Matters to a Vote of Security Holders....... 17 Item 5. Other Information.......................................... 17 Item 6. Exhibits and Reports on Form 8-K........................... 18 Signatures........................................................... 18 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. The condensed financial statements of Left Right Marketing Technology, Inc., ("LRMK") included herein have been prepared in accordance with the instructions to quarterly reports on Form 10-QSB pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote data necessary for fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. It is therefore suggested that these financial statements be read in conjunction with the summary of significant accounting policies and notes to financial statements included in LRMK's Annual Report on Form 10-KSB for the year ended December 31, 2004. In the opinion of management, all adjustments necessary in order to make the financial position, results of operations and changes in financial position at March 31, 2005, and for all periods presented not misleading have been made. The results of operations for the period ended March 31, 2005 are not necessarily an indication of operating results to be expected for the full year ending December 31, 2005. LEFT RIGHT MARKETING TECHNOLOGY, INC. (formerly Global Gaming Technology, Inc.) BALANCE SHEETS
Unaudited Audited As of As of 3/31/05 12/31/04 ----------- ---------- Current assets Cash $ - $ - ----------- ---------- Total current assets - - Total assets - - =========== ========== Current liabilities Accounts payable $ 106,749 $ 104,434 Bank overdraft - 19,908 Loans payable 250,000 250,000 Loans payable - related party 17,632 - Accrued payroll 461,963 433,771 Contingency payable 50,000 50,000 Payroll tax accrual 278,550 272,269 ----------- ---------- Total current liabilities 1,164,893 1,130,383 ----------- ---------- Total liabilities $ 1,164,893 $1,130,383 Stockholders' equity Common stock; $.001 par value; 94,715,614 and 52,420,328 shares issued and outstanding as of March 31, 2005 and December 31, 2004, respectively 94,716 52,716 Additional paid-in capital 2,992,710 2,992,710 Preferred Stock - - Accumulated deficit in development stage (4,252,319) (4,175,808) Total stockholders' equity (1,164,893) (1,130,383) ----------- ---------- Total liabilities and stockholders' equity $ - $ - =========== ==========
LEFT RIGHT MARKETING TECHNOLOGY, INC. (formerly Global Gaming Technology, Inc.) STATEMENTS OF OPERATIONS
Unaudited Unaudited January 1, 2005 January 1, 2004 through through March 31, 2005 December 31, 2004 --------------- ----------------- Operating expenses: General and administrative $ 73,731 $ 1,605,058 Costs associated with rescinded merger 1,214 - ------------- ----------- Total operating expenses 74,945 1,605,058 ------------- ----------- Loss from operations (74,945) (1,605,058) Other income (expenses): Interest expense (1,566) (330) ------------ ----------- Total other income (expenses) (1,566) (330) ------------ ----------- Net loss (76,511) (1,605,388) Basic and diluted loss per common share $ 0.0 $ 0.0 Basic and diluted weighted average common shares outstanding 59,715,614 43,678,503
LEFT RIGHT MARKETING TECHNOLOGY, INC. (formerly Global Gaming Technology, Inc.) STATEMENTS OF CASH FLOWS
Unaudited Unaudited January 1, 2005 January 1, 2004 through through 3/31/05 3/31/04 --------------- --------------- Cash flows from operating activities: Net loss $ (76,511) $(1,605,388) Adjustments to reconcile net loss to net cash used by operating activities: Changes in operating assets and liabilities: Forgiveness of related party payable 40,786 - Non cash costs related to rescinded merger 1,214 279,617 Increase / (Decrease) in accounts payable 2,315 - Increase / (Decrease) in accrued payroll 28,192 1,357,368 Increase / (Decrease) in payroll tax accrual 6,280 - Increase / (Decrease) in accounts payable - related party 17,632 - ---------- ----------- Net cash used by operating activities 19,908 31,597 Cash flows from investing activities: Increases in advances to related parties - (377,649) Purchase of property and equipment - (3,948) ---------- ----------- Net cash used by investing activities - (381,597) Cash flows from financing activities: Proceeds from issuance of common stock - 350,000 ---------- ----------- Net cash provided by financing activities - 3 50,000 Net increase in cash 19,908 - ---------- ----------- Cash, beginning of period (19,908) (48,040) Cash, end of period / bank overdraft 0 (48,040) ---------- ----------- Supplementary cash flow information: Cash payments for income taxes - - Cash payments for interest - -
LEFT RIGHT MARKETING TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1 - FINANCIAL STATEMENT PRESENTATION The financial statements have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on May 6, 2005. The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal recurring nature. As discussed in the Form 10-K for the year ended December 31, 2004, the Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a "going concern", which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company is not a going concern and currently has no assets or continuing source of revenues and the liabilities record as basis of going concern do not reflect any adjustments due to the Companies inabilities to pay them. Management is currently discussing with creditors if, when and how they might those obligation might be paid. Management is looking at potential business opportunities and there is no guarantee any will come to fruition that action can be taken. On March 8, 2005, the Company entered into a Rescission Agreement with Richard Michael "Mick" Hall, former Chief Executive Officer, President and the sole Director of the Company, and CrazyGrazer.com, ("Crazy Grazer") a Limited Liability Company (formerly Crazy Grazer LLC), and a wholly-owned subsidiary of the Company, to rescind the merger that closed on April 26, 2004. Pursuant to the Rescission Agreement, 950,000 shares of the Company's Series A Convertible Preferred Stock issued to Mr. Hall as full consideration for Crazy Grazer were returned to the Company for cancellation. The rescission shall have the effect of placing the Company in the position it was in prior to the Merger. NOTE 2 - STOCKHOLDERS' EQUITY On March 15th, 2005, the company entered into an agreement to settle the related party debt and obligations as of that debt for 42,000,000 shares of stock. This debt included the settlement of the lease obligation for the company and the previous amount owed. As of December 31, 2004, approximately $398,000 of this debt has been treated as an increase in additional paid in capital. NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED PAYROLL The company has $103,747 in accounts payable and approximately $461,963 in accrued payroll as of March 31, 2005. Additionally, the company has accrued a $50,000 contingency payable to cover any potential liabilities not disclosed to the new members of management. The company also owes approximately $278,550 in payroll taxes to the IRS for prior quarter's payment of Social Security, Medicare, Unemployment, and Withholding taxes. NOTE 4 - RELATED PARTY TRANSACTIONS The Company's president, Matthew Schultz, has loaned the company $17,632 as of March 31, 2005. On March 15th, 2005, the company entered into an agreement to settle the related party debt and obligations as of that debt for 42,000,000 shares of stock. This debt included the settlement of the lease obligation for the company and the previous amount owed. As of December 31, 2004, approximately $398,000 of this debt has been treated as an increase in additional paid in capital. Item 2. Plan of operation With the exception of historical matters, the matters discussed herein are forward-looking statements that involve risks and uncertainties. Forward- looking statements include, but are not limited to, statements concerning operations and available cash flow. Our actual results could differ materially from the results discussed in such forward-looking statements. The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto appearing elsewhere herein. Overview As a result of the Company's lack of significant revenue generation and considering CrazyGrazer.com's liabilities and lack of assets, the Company's new management, CrazyGrazer.com and Richard M. Hall determined that it is in the best interest to all parties to rescind the merger completed on April 26, 2004. Effective March 8, 2005, the parties entered into a rescission agreement whereby deemed the merger agreement null and void effective immediately. Satisfaction of our cash obligations for the next twelve months. We plan on satisfying our cash obligations 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. We do not anticipate generating revenues sufficient to satisfy our working capital requirements within the next twelve months. We have included in our recent business plan the concept of seeking merger candidates or other means of perfecting a business opportunity. 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. Significant changes in the number of employees. We currently do not have any full-time employees, and until we either obtain sufficient capital to pursue our business plan, or acquire a business with sufficient cash, or merge with such a company, we will not require new employees. Plan of Operation Change in Business Direction As a result of the rescission agreement we have abandoned our prior business plan. However, we plan to locate and negotiate with an established business entity for the merger/acquisition of a target business. We plan to locate and negotiate with a business entity for the merger of a target business into us. In certain instances, a target business may wish to become a subsidiary of us or may wish to contribute assets to us rather than merge. No assurances can be given that we will be successful in locating or negotiating with any target business. Management is actively engaged in seeking a qualified company as a candidate for a business combination. We are authorized to enter into a definitive agreement with a wide variety of businesses without limitation as to their industry or revenues. It is not possible at this time to predict with which company, if any, we will enter into a definitive agreement or what will be the industry, operating history, revenues, future prospects or other characteristics of that company. As of the date hereof, management has not made any final decision concerning or entered into any written agreements for a business combination. When any such agreement is reached or other material fact occurs, we will file notice of such agreement or fact with the Securities and Exchange Commission on Form 8-K. Liquidity and Capital Resources 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 do not anticipate enough positive internal operating cash flow until such time as we can locate a merger or acquisition target or generate substantial revenues, which may take the next few years to fully realize. In the event we cannot obtain the necessary capital to pursue our operations, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations. Since inception, we have financed our cash flow requirements through the issuance of common stock. As we continue our activities, we may continue to experience net negative cash flows from operations, pending consummation of a merger or acquisition or the receipt of sales revenues. Additionally we anticipate obtaining additional financing to fund operations through common stock offerings and bank borrowings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. Over the next twelve months we believe that existing capital and anticipated funds from operations will not be sufficient to sustain operations. Consequently, we will be required to seek additional capital in the future to fund operations 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 searching for viable merger or acquisition candidates. 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, implement and successfully execute our revised business model, 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. FACTORS THAT MAY AFFECT OUR PLAN OF OPERATION We have historically lost money and losses may continue in the future, which may cause us to curtail operations. Since our inception we have not been profitable and have lost money on both a cash and non-cash basis. For the years ended December 31, 2004 and December 31, 2003 we incurred net losses of $2,743,938 and $1,431,870 respectively. Our accumulated deficit at the end of December 31, 2004 was $(4,175,808). Future losses are likely to occur, as we are dependent on spending money to pay for our operations. No assurances can be given that we will be successful in reaching or maintaining profitable operations. Accordingly, we may experience liquidity and cash flow problems. If our losses continue, our ability to operate may be severely impacted. We are an insignificant participant in the business of seeking mergers wherein a large number of established and well financed entities are our competitors. We are and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies, which may be merger or acquisition target candidates for us. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we do and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete with numerous other small public companies in seeking merger or acquisition candidates. We changed our management on February 16, 2005 and are unsure of the effect on our ability to operate. On February 16, 2005, Richard M. Hall as the sole member of the board of directors appointed S. Mathew Schultz to the board of directors and concurrently, Mr. Hall resigned as President and Director of the Company. Mr. Schultz as the sole member of the Company appointed himself as President of the Company and appointed Lawrence S. Schroeder as Secretary, Treasurer and a Director of the Company. Although Mr. Schultz and Mr. Schroeder have experience in business matters, we are unsure as to whether Mr. Schultz and Mr. Schroeder will provide a positive benefit to us in light of our current financial position. 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 quoted 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. We will need additional capital in the future to finance our operations, which we may not be able to raise or it may only be available on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our operational results. If operating difficulties or other factors, many of which are beyond our control, because our revenues or cash flows from operations, if any, to decrease, we may be limited in our ability to spend the capital necessary to complete our revised business plan. If our resources or cash flows do not rapidly commence, we will require additional financing to fund our planned growth. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders. Our auditor's report reflects the fact that without realization of additional capital, it would be unlikely for us to continue as a going concern. As a result of our deficiency in working capital at December 31, 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 merger or acquisition candidates, seek additional funding through future equity private placements or debt facilities. Off Balance Sheet Arrangements Currently 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. 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. Forward-Looking Information This quarterly report contains forward-looking statements. The forward- looking statements include all statements that are not statements of historical fact. The forward-looking statements are often identifiable by their use of words such as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue," "Plans" or the negative or other variations of those or comparable terms. Our actual results could differ materially from the anticipated results described in the forward-looking statements. Factors that could affect our results include, but are not limited to, those discussed in Item 2, "Plan of Operation" and included elsewhere in this report. LRMK makes no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statement. Item 3. Controls and Procedures. (a) Our Chief Executive Officer (CEO) and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon the evaluation, concluded that the disclosure controls and procedures are effective in ensuring all required information relating to LRMK is included in this quarterly report. We also maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. (b) Changes in internal controls. During our most recent fiscal quarter, there have been no changes in our internal control over financial reporting that occurred that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. PART II. OTHER INFORMATION Item 1. Legal Proceedings. LRMK is not a party to any pending material legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against LRMK. To the knowledge of management, no director, executive officer or affiliate of LRMK, any owner of record or beneficially of more than 5% of LRMK'S common stock is a party adverse to LRMK or has a material interest adverse to LRMK in any proceeding. Item 2. Unregistered Sales of Equity Security and Use of Proceeds. During the three months ended March 31, 2005, LRMK issued securities using the exceptions available under the Securities Act of 1933 including unregistered sales made pursuant to Section 4(2) of the Securities Act of 1933 as follows: On March 15th, 2005, the company entered into an agreement to settle the related party debt and obligations as of that debt for 42,000,000 shares of stock. This debt included the settlement of the lease obligation for the company and the previous amount owed. As of December 31, 2004, approximately $398,000 of this debt has been treated as an increase in additional paid in capital. All of these transactions were exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of the exemptions provided under section 4(2) was available because: - The transfer or issuance did not involve underwriters, underwriting discounts or commissions; - The shares were purchased for investment purposes without a view to distribution; - A restriction on transfer legend was placed on all certificates issued; - The distributions did not involve general solicitation or advertising; and, - The distributions were made only to insiders, accredited investors or investors who were sophisticated enough to evaluate the risks of the investment. Each shareholder was given access to all information about our business and the opportunity to ask questions and receive answers about our business from our management prior to making any investment decision. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K Exhibits (a) Exhibit 31. Certifications required by Rule 13a-14(a) or Rule 15d- 14(a) 31.1 Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (b) Exhibit 32. Certifications required by Rule 13a-14(b) or Rule 15d- 14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 32.1 Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Reports on Form 8-K (a) Report on Form 8-K filed March 24, 2005, items 1.01, 2.01, 5.01, 5.02, 8.01, and 9.01. On March 24, 2005, LRMK filed a Current Report on Form 8-K, announcing that on March 8, 2005, the Company entered into a Rescission Agreement with Richard Michael "Mick" Hall, former Chief Executive Officer, President and the sole Director of the Company, and CrazyGrazer.com, ("Crazy Grazer") a Limited Liability Company (formerly Crazy Grazer LLC), and a wholly-owned subsidiary of the Company, to rescind the merger that closed on April 26, 2004. Pursuant to the Rescission Agreement, 950,000 shares of the Company's Series A Convertible Preferred Stock issued to Mr. Hall as full consideration for Crazy Grazer were returned to the Company for cancellation. The rescission shall have the effect of placing the Company in the position it was in prior to the Merger. A copy of the Rescission Agreement was attached as Exhibit 10-1. The Current Report also announced that on February 16, 2005, Richard M. "Mick" Hall, the Company's sole officer and director, sold 15,000,000 shares of the Company's common stock owned by Mr. Hall to S. Matthew Schultz, our recently appointed President, for $80,000 in cash. The shares sold by Mr. Hall to Mr. Schultz, together with Mr. Schultz's current holdings, represent 29% of the Company's issued and outstanding shares of common stock. On December 20, 2004, Eugene "Rock" Newman resigned as Chairman of the Board of the Company to pursue other opportunities. Mr. Newman's resignation was not a result from any disagreement with the Company or management. On February 16, 2005, Richard Michael "Mick" Hall, resigned from the Company's board of directors and as President, and Heather M. Hall resigned as Secretary and Treasurer. On February 16, 2005 concurrent with Mr. Hall's resignation, Mr. Schultz was appointed President of the Company. On February 16, 2005, Lawrence S. Schroeder was appointed Secretary and Treasurer of the Company. On February 16, 2005, the board of directors elected S. Matthew Schultz and Lawrence S. Schroeder as members to the Company's board of directors. On February 16, 2005, the Company changed its principle address to 585 West 500 South #180, Bountiful, UT 84010. The Company's phone number is 801-244-4405. (b) Report on Form 8-K filed April 11, 2005, items 1.01, 3.02, 5.01, and 9.01. On April 11, 2005, LRMK filed a Current Report on Form 8-K, announcing that on March 15, 2005, the Registrant entered into an Equity-For-Debt Agreement with S. Matthew Schultz, the Registrant's recently appointed President. The Registrant agreed to exchange $420,000 in debt due to Mr. Schultz for 42,000,000 shares of the Registrant's restricted common stock, par value $0.001. As of the date of this filing the 42,000,000 shares have not been issued. A copy of the Equity-For-Debt Exchange Agreement is attached hereto as Exhibit 10-1. The Current Report included exhibit 10.1 "Equity-For-Debt Exchange Agreement dated March 15, 2005 between Left Right Marketing Technology, Inc. and S. Matthew Schultz". SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Left Right Marketing Technology, Inc. /s/ S. Matthew Schultz ---------------------- S. Matthew Schultz President, Chairman and Director (Principal Executive Officer) /s/ S. Matthew Schultz ---------------------- S. Matthew Schultz (Principal Financial Officer) Date: May 13, 2005 Pursuant to the requirements of Section 12 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. /s/ S. Matthew Schultz ---------------------- S. Matthew Schultz President, Chairman and Director (Principal Executive Officer) /s/ S. Matthew Schultz ---------------------- S. Matthew Schultz (Principal Financial Officer) Date: May 13, 2005 5. Quarterly Report on Form 10-QSB, for the fiscal quarter ended June 30, 2005, filed on August 1, 2005. U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2005 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ___________ to ___________ Commission file number: 000-09047 LEFT RIGHT MARKETING TECHNOLOGY, INC. (Name of small business issuer in its charter) DELAWARE 02-0314487 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 585 WEST 500 SOUTH #180 BOUNTIFUL, UTAH 84010 (Address of principal executive offices) (zip code) Issuer's Telephone Number: (801) 244-4405 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS Check whether the Registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS The Registrant has 94,715,614 outstanding, par value $.001 per share as of August 1, 2005. The Registrant has zero (0) shares of Preferred Stock Series B issued and outstanding as of August 1, 2005. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] 2 TABLE OF CONTENTS Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements...................................... 4 Balance Sheet (unaudited)................................. 5 Statements of Operations (unaudited)...................... 6 Statements of Cash Flows (unaudited)...................... 7 Notes to Financial Statements............................. 8 Item 2. Plan of Operation.......................................... 9 Item 3. Controls and Procedures..................................... 14 PART II. OTHER INFORMATION Item 1. Legal Proceedings......................................... 14 Item 2. Unregistered Sales of Equity and Use of Proceeds.......... 14 Item 3. Defaults upon Senior Securities........................... 14 Item 4. Submission of Matters to a Vote of Security Holders....... 14 Item 5. Other Information.......................................... 14 Item 6. Exhibits and Reports on Form 8-K........................... 15 Signatures........................................................... 16 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. The condensed financial statements of Left Right Marketing Technology, Inc., ("LRMK") included herein have been prepared in accordance with the instructions to quarterly reports on Form 10-QSB pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote data necessary for fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. It is therefore suggested that these financial statements be read in conjunction with the summary of significant accounting policies and notes to financial statements included in LRMK's Annual Report on Form 10-KSB for the year ended December 31, 2004. In the opinion of management, all adjustments necessary in order to make the financial position, results of operations and changes in financial position at June 30, 2005, and for all periods presented not misleading have been made. The results of operations for the period ended June 30, 2005 are not necessarily an indication of operating results to be expected for the full year ending December 31, 2004. 4 LEFT RIGHT MARKETING TECHNOLOGY, INC. (formerly Global Gaming Technology, Inc.) BALANCE SHEETS
Unaudited Audited As of As of June 30, 2005 December 31, 2004 ------------- ----------------- ASSETS Current assets Cash $ -- $ -- ------------ ------------ Total current assets -- -- Total assets $ -- $ -- ============ ============ LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable $ 127,229 $ 104,434 Bank overdraft - 19,908 Loans payable 250,000 250,000 Advance from shareholder 25,132 - Accrued payroll 461,963 433,771 Contingency payable 50,000 50,000 Payroll tax accrual 278,550 272,269 ------------ ------------ Total current liabilities 1,192,874 1,130,383 ------------ ------------ Total liabilities 1,192,874 1,130,383 Stockholders' equity Common stock; $.001 par value; 94,715,614 and 52,420,328 shares issued and outstanding as of June 30, 2005 and December 31, 2004, respectively 94,716 52,716 Additional paid-in capital 2,992,710 2,992,710 Preferred Stock -- -- Accumulated deficit in development stage (4,280,299) (4,175,808) ------------ ----------- Total stockholders' (deficit) (1,192,873) (1,130,383) ------------ ----------- Total liabilities and stockholders' equity $ -- $ -- ============ ===========
5 LEFT RIGHT MARKETING TECHNOLOGY, INC. (formerly Global Gaming Technology, Inc.) STATEMENTS OF OPERATIONS
Unaudited Unaudited 6 months ended 3 months ended June 30, 2005 June 30, 2004 June 30, 2005 June 30, 2004 ------------------------------ ------------------------------- Operating expenses General and administrative $ 101,711 $ 1,606,035 $ 27,980 $ 359,780 Costs associated with rescinded merger 1,214 1,239,083 - 880,280 ------------------------------ ------------------------------- Total operating expenses 102,925 2,845,118 27,980 1,240,060 ------------------------------ ------------------------------- Loss from operations (102,925) (2,845,118) (27,980) (1,240,060) Other income (expenses): Interest expense (1,566) (1,192) - (862) ------------------------------ ------------------------------- Total other income (expenses) (1,566) (1,192) -- (862) ------------------------------ ------------------------------- Net loss $ (104,491) $ (2,846,310) $ (27,980) $ (1,240,922) ------------------------------ ------------------------------- Basic and diluted loss per common share $ (0.00) $ (0.06) $ (0.00) $ (0.03) ============================== =============================== Basic and diluted weighted average common shares outstanding 94,715,614 46,976,612 94,715,614 48,487,612 ============================== ===============================
6 LEFT RIGHT MARKETING TECHNOLOGY, INC. (formerly Global Gaming Technology, Inc.) STATEMENTS OF CASH FLOWS
Unaudited 6 months ended June 30, 2005 June 30, 2004 ------------- ------------- Cash flows from operating activities: Net loss $(104,491) $ (2,846,310) Adjustments to reconcile net loss to net cash used by operating activities: Changes in operating assets and liabilities: Forgiveness of related party payable 40,786 - Non cash costs related to rescinded merger 1,214 (243,035) Increase / (Decrease) in accounts payable 22,795 2,956,534 Increase / (Decrease) in accrued payroll 28,192 - Increase / (Decrease) in payroll tax accrual 6,280 - Increase / (Decrease) in loans payable - related party 25,132 - --------- ------------ Net cash used by operating activities 19,908 (132,811) Cash flows from investing activities: Increases in advances to related parties - (484,407) Purchase of property and equipment - (5,882) --------- ------------ Net cash used by investing activities - (490,289) Cash flows from financing activities: Proceeds from issuance of common stock - 623,100 --------- ------------ Net cash provided by financing activities - 623,100 --------- ------------ Net increase in cash 19,908 -- Cash, beginning of period (19,908) -- --------- ------------ Cash, end of period / bank overdraft $ -- $ -- ========= ============ Supplementary cash flow information: Cash payments for income taxes $ -- $ -- ========= ============ Cash payments for interest $ -- $ -- ========= ============
7 LEFT RIGHT MARKETING TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1 - FINANCIAL STATEMENT PRESENTATION The financial statements have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on April 27, 2005. The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal recurring nature. As discussed in the Form 10-KSB for the year ended December 31, 2004, the Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a "going concern", which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company is not a going concern and currently has no assets or continuing source of revenues and the liabilities record as basis of going concern do not reflect any adjustments due to the Companies inabilities to pay them. Management is currently discussing with creditors if, when and how they might those obligation might be paid. Management is looking at potential business opportunities and there is no guarantee any will come to fruition that action can be taken. NOTE 2 - STOCKHOLDERS' EQUITY There were no issuances of stock during the quarter ending June 30, 2005. NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED PAYROLL The company has $127,229 in accounts payable and approximately $461,963 in accrued payroll as of June 30, 2005. Additionally, the company has accrued a $50,000 contingency payable to cover any potential liabilities not disclosed to the new members of management. The company also owes approximately $278,550 in payroll taxes to the IRS for prior quarter's payment of Social Security, Medicare, Unemployment, and Withholding taxes. NOTE 4 - RELATED PARTY TRANSACTIONS The Company's president, Matthew Schultz, has advanced funds to the company in the amount of $25,132 as of June 30, 2005. 8 Item 2. Plan of operation With the exception of historical matters, the matters discussed herein are forward-looking statements that involve risks and uncertainties. Forward- looking statements include, but are not limited to, statements concerning operations and available cash flow. Our actual results could differ materially from the results discussed in such forward-looking statements. The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto appearing elsewhere herein. Overview As a result of the Company's lack of significant revenue generation and considering CrazyGrazer.com's liabilities and lack of assets, the Company's new management, CrazyGrazer.com and Richard M. Hall determined that it was in the best interest to all parties to rescind the merger completed on April 26, 2004. Effective March 8, 2005, the parties entered into a rescission agreement whereby deemed the merger agreement null and void effective immediately. Satisfaction of our cash obligations for the next twelve months. We plan on satisfying our cash obligations 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. We do not anticipate generating revenues sufficient to satisfy our working capital requirements within the next twelve months. We have included in our recent business plan the concept of seeking merger candidates or other means of perfecting a business opportunity. 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. Significant changes in the number of employees. We currently do not have any full-time employees, and until we either obtain sufficient capital to pursue our business plan, or acquire a business with sufficient cash, or merge with such a company, we will not require new employees. 9 Plan of Operation Change in Business Direction As a result of the rescission agreement we have abandoned our prior business plan. However, we plan to locate and negotiate with an established business entity for the merger/acquisition of a target business. We plan to locate and negotiate with a business entity for the merger of a target business into us. In certain instances, a target business may wish to become a subsidiary of us or may wish to contribute assets to us rather than merge. No assurances can be given that we will be successful in locating or negotiating with any target business. Management is actively engaged in seeking a qualified company as a candidate for a business combination. We are authorized to enter into a definitive agreement with a wide variety of businesses without limitation as to their industry or revenues. It is not possible at this time to predict with which company, if any, we will enter into a definitive agreement or what will be the industry, operating history, revenues, future prospects or other characteristics of that company. As of the date hereof, management has not made any final decision concerning or entered into any written agreements for a business combination. When any such agreement is reached or other material fact occurs, we will file notice of such agreement or fact with the Securities and Exchange Commission on Form 8-K. Liquidity and Capital Resources 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 do not anticipate enough positive internal operating cash flow until such time as we can locate a merger or acquisition target or generate substantial revenues, which may take the next few years to fully realize. In the event we cannot obtain the necessary capital to pursue our operations, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations. Since inception, we have financed our cash flow requirements through the issuance of common stock. As we continue our activities, we may continue to experience net negative cash flows from operations, pending consummation of a merger or acquisition or the receipt of sales revenues. Additionally we anticipate obtaining additional financing to fund operations through common stock offerings and bank borrowings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. Over the next twelve months we believe that existing capital and anticipated funds from operations will not be sufficient to sustain operations. Consequently, we will be required to seek additional capital in the future to fund operations 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 searching for viable merger or acquisition candidates. 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, implement and successfully execute our revised business model, 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. 10 FACTORS THAT MAY AFFECT OUR PLAN OF OPERATION We have historically lost money and losses may continue in the future, which may cause us to curtail operations. Since our inception we have not been profitable and have lost money on both a cash and non-cash basis. For the years ended December 31, 2004 and December 31, 2003 we incurred net losses of $2,743,938 and $1,431,870 respectively. Our accumulated deficit at the end of December 31, 2004 was $(4,175,808). Future losses are likely to occur, as we are dependent on spending money to pay for our operations. No assurances can be given that we will be successful in reaching or maintaining profitable operations. Accordingly, we may experience liquidity and cash flow problems. If our losses continue, our ability to operate may be severely impacted. We are an insignificant participant in the business of seeking mergers wherein a large number of established and well financed entities are our competitors. We are and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies, which may be merger or acquisition target candidates for us. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we do and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete with numerous other small public companies in seeking merger or acquisition candidates. We changed our management on February 16, 2005 and are unsure of the effect on our ability to operate. On February 16, 2005, Richard M. Hall as the sole member of the board of directors appointed S. Mathew Schultz to the board of directors and concurrently, Mr. Hall resigned as President and Director of the Company. Mr. Schultz as the sole member of the Company appointed himself as President of the Company and appointed Lawrence S. Schroeder as Secretary, Treasurer and a Director of the Company. Although Mr. Schultz and Mr. Schroeder have experience in business matters, we are unsure as to whether Mr. Schultz and Mr. Schroeder will provide a positive benefit to us in light of our current financial position. 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 quoted 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. 11 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. We will need additional capital in the future to finance our operations, which we may not be able to raise or it may only be available on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our operational results. If operating difficulties or other factors, many of which are beyond our control, because our revenues or cash flows from operations, if any, to decrease, we may be limited in our ability to spend the capital necessary to complete our revised business plan. If our resources or cash flows do not rapidly commence, we will require additional financing to fund our planned growth. 12 Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders. Our auditor's report reflects the fact that without realization of additional capital, it would be unlikely for us to continue as a going concern. As a result of our deficiency in working capital at December 31, 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 merger or acquisition candidates, seek additional funding through future equity private placements or debt facilities. Off Balance Sheet Arrangements Currently 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. 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. Forward-Looking Information This quarterly report contains forward-looking statements. The forward- looking statements include all statements that are not statements of historical fact. The forward-looking statements are often identifiable by their use of words such as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue," "Plans" or the negative or other variations of those or comparable terms. Our actual results could differ materially from the anticipated results described in the forward-looking statements. Factors that could affect our results include, but are not limited to, those discussed in Item 2, "Plan of Operation" and included elsewhere in this report. LRMK makes no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statement. 13 Item 3. Controls and Procedures. (a) Our Chief Executive Officer (CEO) and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon the evaluation, concluded that the disclosure controls and procedures are effective in ensuring all required information relating to LRMK is included in this quarterly report. We also maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. (b) Changes in internal controls. During our most recent fiscal quarter, there have been no changes in our internal control over financial reporting that occurred that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. PART II. OTHER INFORMATION Item 1. Legal Proceedings. LRMK is not a party to any pending material legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against LRMK. To the knowledge of management, no director, executive officer or affiliate of LRMK, any owner of record or beneficially of more than 5% of LRMK'S common stock is a party adverse to LRMK or has a material interest adverse to LRMK in any proceeding. Item 2. Unregistered Sales of Equity Security and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. 14 Item 6. Exhibits and Reports on Form 8-K Exhibits (a) Exhibit 31. Certifications required by Rule 13a-14(a) or Rule 15d- 14(a) 31.1 Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (b) Exhibit 32. Certifications required by Rule 13a-14(b) or Rule 15d- 14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 32.1 Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Reports on Form 8-K (a) Report on Form 8-K filed April 11, 2005, items 1.01, 3.02, 5.01, and 9.01. On April 11, 2005, LRMK filed a Current Report on Form 8-K, announcing that on March 15, 2005, the Registrant entered into an Equity-For-Debt Agreement with S. Matthew Schultz, the Registrant's recently appointed President. The Registrant agreed to exchange $420,000 in debt due to Mr. Schultz for 42,000,000 shares of the Registrant's restricted common stock, par value $0.001. As of the date of this filing the 42,000,000 shares have not been issued. The Current Report included exhibit 10.1 "Equity-For-Debt Exchange Agreement dated March 15, 2005 between Left Right Marketing Technology, Inc. and S. Matthew Schultz". 15 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Left Right Marketing Technology, Inc. /s/ S. Matthew Schultz ---------------------- S. Matthew Schultz President, Chairman and Director (Principal Executive Officer) /s/ S. Matthew Schultz ---------------------- S. Matthew Schultz (Principal Financial Officer) Date: August 1, 2005 Pursuant to the requirements of Section 12 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. /s/ S. Matthew Schultz ---------------------- S. Matthew Schultz President, Chairman and Director (Principal Executive Officer) /s/ S. Matthew Schultz ---------------------- S. Matthew Schultz (Principal Financial Officer) Date: August 1, 2005 16 6. Definitive Proxy Statement on Schedule 14C filed on August 29, 2005. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) Of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c- 5(d)(2)) [X] Definitive Information Statement LEFT RIGHT MARKETING TECHNOLOGY, INC. (Name of Registrant as Specified In Charter) Payment of Filing Fee (Check the appropriate box): [x] No fee required [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. 1) Title of each class of securities to which transaction applies: ----------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: ----------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ----------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------- 5) Total fee paid: ----------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ----------------------------------------------------------- 2) Form, Schedule or Registration Statement No. ----------------------------------------------------------- 3) Filing Party: ----------------------------------------------------------- 4) Date Filed: ----------------------------------------------------------- LEFT RIGHT MARKETING TECHNOLOGY, INC. 585 WEST 500 SOUTH #180 BOUNTIFUL, UTAH 84010 INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14C PROMULGATED THERETO NOTICE OF CORPORATE ACTION BY WRITTEN SHAREHOLDER CONSENT WITHOUT SPECIAL MEETING OF THE SHAREHOLDERS WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. TO OUR SHAREHOLDERS: This Information Statement is being furnished to the stockholders of Left Right Marketing Technology, Inc., a Delaware corporation ("Left Right" or the "Company"), to advise them of the corporate actions described herein, which have been authorized by the written consent of stockholders owning a majority of the outstanding voting securities of Left Right Marketing Technology, Inc. entitled to vote thereon. This action is being taken in accordance with the requirements of the Delaware Revised Statutes related to corporate law of the State of Delaware. This Information Statement will serve as written Notice to stockholders pursuant to Section 222 of the Delaware General Corporation Law (the "DGCL"). Left Right Marketing Technology, Inc.'s board of directors determined that the close of business on July 31, 2005 was the record date ("Record Date") for the stockholders entitled to notice about the actions authorizing: 1. The approval of the following individuals as the Board members of Left Right Marketing Technology, Inc., S. Matthew Schultz (Chairman) and Lawrence S. Schroeder. 2. Reverse split Left Right's common stock on a 1 for 1,000 basis, effective September 20, 2005. 3. The approval of Left Right Marketing Technology, Inc.'s retainer of the firm of Beadle, McBride, Evans & Reeves, LLP, as the independent auditor for Left Right Marketing Technology, Inc. Under Section 222 of the Delaware General Corporation Law (the "DGCL"), action by stockholders may be taken without a meeting, without prior notice, by written consent of the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize the action at a meeting at which all shares entitled to vote thereon were present and voted. On that basis, the stockholders holding a majority of the outstanding shares of capital stock entitled to vote approved these actions. No other vote or stockholder action is required. You are hereby being provided with notice of the approval of these actions by written consent of the stockholders owning a majority of the outstanding voting securities of Left Right Marketing Company entitled to vote thereon. As of the Record Date, there were 94,715,614 common shares outstanding. The Common Stock constitutes the outstanding class of voting securities of Left Right Marketing Company. The shares have been considered fully diluted, for a total amount of 94,715,614 shares used for purposes of the ownership percentage calculations. Each share entitles the holder to one (1) vote on all matters submitted to shareholders. The shareholders holding shares representing approximately 61.16% of the votes entitled to be cast at a meeting of the Left Right Marketing Company's shareholders consented in writing to the proposed actions. The shares have been considered fully diluted, for a total amount of 94,715,614 shares used, for purposes of the ownership percentage calculations. On July 31, 2005, the board of directors approved each of the Actions and authorized Left Right Marketing Company's officers to deliver this Information Statement. The executive offices of Left Right Marketing are located at 585 West 500 South #180, Bountiful, Utah 84010 and its telephone number is (801) 244-4405. This Information Statement will first be mailed to stockholders on or about September 1, 2005 and is being furnished for informational purposes only. Left Right will pay the expenses of furnishing this Information Statement, including the costs of preparing, assembling and mailing this Information Statement. Additionally, Left Right has asked brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of the Common Stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material. The Board of Directors does not know of any matters, other than those described above, that require approval by the stockholders of Left Right and for which notice is to be given to the stockholders. This Information Statement will serve as written Notice to stockholders pursuant to Section 222 of the Delaware General Corporation Law (the "DGCL"). BY ORDER OF THE BOARD OF DIRECTORS /s/ S. Matthew Schultz - ------------------------- S. Matthew Schultz Chairman of the Board 585 West 500 South #180 Bountiful, Utah 84010 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. GENERAL INFORMATION This Information Statement is being furnished to the stockholders of Left Right Marketing Technology, Inc., a Delaware corporation ("Left Right" or the "Company"), to advise them of the corporate actions described herein, which have been authorized by the written consent of stockholders owning a majority of the outstanding voting securities of Left Right Marketing Technology, Inc. entitled to vote thereon. This action is being taken in accordance with the requirements of the Delaware Revised Statutes related to corporate law of the State of Delaware. This Information Statement will serve as written Notice to stockholders pursuant to Section 222 of the Delaware General Corporation Law (the "DGCL"). Left Right Marketing Technology, Inc.'s board of directors determined that the close of business on July 31, 2005 was the record date ("Record Date") for the stockholders entitled to notice about the actions authorizing: 1. The approval of the following individuals as the Board members of Left Right Marketing Technology, Inc., S. Matthew Schultz (Chairman) and Lawrence S. Schroeder. 2. Reverse split Left Right's common stock on a 1 for 1,000 basis, effective September 20, 2005. 3. The approval of Left Right Marketing Technology, Inc.'s retainer of the firm of Beadle, McBride, Evans & Reeves, LLP, as the independent auditor for Left Right Marketing Technology, Inc. Under Section 222 of the Delaware General Corporation Law (the "DGCL"), action by stockholders may be taken without a meeting, without prior notice, by written consent of the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize the action at a meeting at which all shares entitled to vote thereon were present and voted. On that basis, the stockholders holding a majority of the outstanding shares of capital stock entitled to vote approved these actions. No other vote or stockholder action is required. You are hereby being provided with notice of the approval of these actions by written consent of the stockholders owning a majority of the outstanding voting securities of Left Right Marketing Company entitled to vote thereon. As of the Record Date, there were 94,715,614 common shares outstanding. The Common Stock constitutes the outstanding class of voting securities of Left Right Marketing Company. The shares have been considered fully diluted, for a total amount of 94,715,614 shares used for purposes of the ownership percentage calculations. Each share entitles the holder to one (1) vote on all matters submitted to shareholders. The shareholders holding shares representing approximately 61.16% of the votes entitled to be cast at a meeting of the Left Right Marketing Company's shareholders consented in writing to the proposed actions. The shares have been considered fully diluted, for a total amount of 94,715,614 shares used, for purposes of the ownership percentage calculations. On July 31, 2005, the board of directors approved each of the Actions and authorized Left Right Marketing Company's officers to deliver this Information Statement. DISSENTERS' RIGHTS Under the DGCL, the election of members of the Board of Directors, the reverse split of the issued and outstanding common stock, and the ratification of the appointment of independent auditors do not require Left Right to provide dissenting stockholders with a right of appraisal and Left Right will not provide stockholders with such a right. INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS ACTED UPON Left Right is not aware of any interest that would be substantially affected through the change of the Company's name, increasing the authorized common and preferred stock, change of the year end, or reverse splitting the issued and outstanding common stock, whether adversely or otherwise. Voting Securities and Principal Holders Thereof As of the Record Date, there were 94,715,614 common shares outstanding. The Common Stock constitutes the outstanding class of voting securities of Left Right Marketing Technology Company. The shares have been considered fully diluted, for a total amount of 94,715,614 shares used for purposes of the ownership percentage calculations. Each share entitles the holder to one (1) vote on all matters submitted to shareholders. The following table sets forth the Common Stock ownership information as of May 31, 2005, with respect to (i) each person known to Left Right Marketing Technology Company to be the beneficial owner of more that 5% of Left Right Marketing Technology Company's Common Stock; (ii) each director of Left Right Marketing Technology Company; and (iii) all directors, executive officers and designated shareholders of Left Right Marketing Technology Company as a group. This information as to beneficial ownership was furnished to Left Right Marketing Technology Company by or on behalf of each person named. Name of Beneficial Position Number of Shares Percent Owner (1) with Company Beneficially Owned of Class S. Matthew Schultz Pres/CEO/Director 57,927,900 61.16% Lawrence Schroeder Sec/Treasurer/Director 0 0% ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP: 57,927,900 61.16% (1) Except as otherwise indicated, the persons or entities named in the table have sole voting and investment power with respect to all the shares of Common Stock beneficially owned by them, subject to community property laws where applicable. Except as otherwise indicated, the address of each named executive officer, director and beneficial owner of more than 5% of Left Right Marketing Company's Common Stock is c/o Left Right Marketing Company at the mailing address of 585 West 500 South #180, Bountiful, Utah 84010 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. PROPOSALS Approval of these items requires the affirmative consent of at least a majority of the outstanding shares of Common Stock of the Left Right Marketing Company. Shareholders holding a total of 57,927,900 shares of Common Stock (61.16%) have already consented to such proposals. The shares have been considered fully diluted, for a total amount of 94,715,614 shares used, for purposes of the ownership percentage calculations. PROPOSAL # 1: APPROVAL OF BOARD MEMBERS The approval of the following individuals as the Board members of Left Right Marketing Technology, Inc., S. Matthew Schultz (Chairman) and Lawrence S. Schroeder. Our Board of Directors presently consists of two members. The term of office of each person elected as a Director will continue for a period of three years or until a successor has been duly elected and qualified or until his or her earlier resignation, removal from office, death or incapacity. The following is a brief description of the business background of the directors elected to the Board of Directors of Left Right Marketing Company: S. MATTHEW SCHULTZ, PRESIDENT AND A DIRECTOR: From April of 2003 to Present, Mr. Schultz has been President of Wexford Capital Ventures, Inc., a Utah based strategic financial consulting firm. Mr. Schultz has been instrumental in creating successful investor awareness campaigns for numerous publicly traded companies, and assisted in private placement offerings for both the United States and abroad. From 1999 to 2003, Mr. Schultz was the Chairman of Pali Financial Group, Inc., an investment banking firm specializing in small cap securities. Mr. Schultz also served as the vice-president of the Utah Consumer Lending Association during 1998-1999. LAWRENCE S. SCHROEDER, SECRETARY, TREASURER AND A DIRECTOR: From 1992 to Present, Mr. Schroeder works as a private consultant to hospitality and other industries. Clients include the NFL, NASCAR, MLB, NHL and their officially licensed consumer products. Mr. Schroeder is a Director for Responsive Marketing & Communications which was the official marketing agency of record for the 1996 Olympic Games. Mr. Schroeder is also Chairman and CEO of New World Entertainment which is a joint venture partner with Fortune Brands, specifically Jim Beam brands worldwide, developer of "Jim Beam Roadhouse" concept in Europe. A copy of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the Securities and Exchange Commission, is being mailed with this Information Statement for your reference. You should read it in conjunction with this Information Statement. PROPOSAL # 2: REVERSE SPLIT LEFT RIGHT'S COMMON STOCK ON A 1 FOR 1,000 BASIS. Our Board of Directors has recommended the Company effectuate a reverse stock split of the outstanding common stock on the basis of one share for every one thousand shares currently issued and outstanding, effective September 20, 2005 (the "Effective Date"). Each one thousand shares of common stock outstanding on the Effective Date will be converted automatically into a single share of common stock. There will not be a change in the par value of the common stock of Left Right. To avoid the existence of fractional shares of common stock, if a stockholder would otherwise be entitled to receive a fractional share, the number of shares to be received will be rounded up to the next whole share. Stockholders will hold the same percentage interest in Left Right as they hold prior to the reverse stock split (subject only to minor variations as a result of the rounding of fractional shares), but their interest will be represented by one-fiftieth as many shares. For instance, if a stockholder presently owns 1,000 shares, after the reverse stock split they will own 1 share (1,000 divided by 1,000 equals 1 share). In no event will stockholders be reversed below one whole share. An increase in per share price of Left Right's common stock, which Left Right expected as a consequence of the reverse stock split, may also enhance the acceptability of the common stock to the financial community and the investing public and potentially broaden the investor pool from which Left Right might be able to obtain additional financing. Because of the trading volatility often associated with low-priced stocks, as a matter of policy, many institutional investors are prohibited from purchasing such stocks. For the same reason, brokers often discourage their customers from purchasing such stocks. To the extent that the per share price of the common stock increased as a result of the reverse stock split, some of these concerns may be alleviated. The reduction in the number of outstanding shares of common stock caused by the reverse stock split initially increased the per share market price of the common stock. However, there can be no assurance that the market price of the common stock will continue to reflect proportionately the reverse stock split, that any particular price may be achieved, or that any price gain will be sustained in the future. POTENTIAL DISADVANTAGES TO THE REVERSE STOCK SPLIT Reduced Market Capitalization. Theoretically, the overall value of the Company will not change as a result of the reverse stock split. However, a reverse stock split is often viewed negatively by the market and, consequently, can lead to a decrease in the overall market capitalization of the Company. Increased Transaction Costs. The number of shares held by each individual stockholder was reduced to one-one thousandth of the number previously held. This will increase the number of stockholders who hold less than a "round lot," or 100 shares. Typically, the transaction costs to stockholders selling "odd lots" are higher on a per share basis. Consequently, the reverse stock split may increase the transaction costs to existing stockholders in the event they wish to sell all or a portion of their position. FEDERAL INCOME TAX CONSIDERATIONS Neither the Company nor its stockholders recognized any gain or loss for federal income tax purposes as a result of the reverse stock split. This conclusion is based on the provisions of the Internal Revenue Code of 1986 (the "Code"), existing and proposed regulations thereunder, legislative history, judicial decisions, and current administrative rulings and practices, all in effect on the date of the reverse stock split. Any of these authorities could be repealed, overruled, or modified at any time. Any such change could be retroactive and, accordingly, could cause the tax consequences to vary substantially from the consequences described herein. No ruling from the Internal Revenue Service (the "IRS") with respect to the matters discussed herein has been requested, and there is no assurance that the IRS would agree with the conclusions set forth in this discussion. Accordingly, you should consult with your tax advisor. This discussion may not address certain federal income tax consequences that may be relevant to particular stockholders in light of their personal circumstances (such as persons subject to the alternative minimum tax) or to certain types of stockholders (such as dealers in securities, insurance companies, foreign individuals and entities, financial institutions, and tax- exempt entities) who may be subject to special treatment under the federal income tax laws. This discussion also does not address any tax consequences under state, local, or foreign laws. You are urged to consult your tax adviser as to the particular tax consequences to you of the reverse stock split, including the applicability of any state, local, or foreign tax laws, changes in applicable tax laws, and any pending or proposed legislation. PROPOSAL # 3: APPROVE LEFT RIGHT MARKETING COMPANY'S RETAINER OF THE FIRM OF BEADLE, MCBRIDE, EVANS & REEVES, LLP, AS THE INDEPENDENT AUDITOR FOR LEFT RIGHT MARKETING COMPANY. Our Board of Director's has recommended the appointment of Beadle, McBride, Evans & Reeves, LLP as our independent auditor for the fiscal year ending December 31, 2004 and 2005 Acting on that recommendation, the Board of Directors authorized our CEO to engage Beadle, McBride, Evans & Reeves, LLP, as Left Right Marketing Company's auditors for the fiscal year ending December 31, 2004 and 2005. Beadle, McBride, Evans & Reeves, LLP was engaged by the Registrant on April 23, 2004. During the most recent two fiscal years and during the portion of 2004 preceding the Board's decision, neither the Company nor anyone engaged on its behalf has consulted with Beadle, McBride, Evans & Reeves, LLP regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K). The audit reports issued by CFO Advantage, Inc. with respect to the Registrant's financial statements for December 31, 2003 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except for CFO Advantage, Inc.'s, issuance of going concern opinions on the financial statements for the fiscal year ending December 31, 2003. From October 2003 through April 20, 2004, when CFO Advantage, Inc. was dismissed as the Registrant's independent accountant, there were no disagreements between the Registrant and CFO Advantage, Inc. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of CFO Advantage, Inc., would have caused it to make a reference to the subject matter of the disagreement in connection with its audit report. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. This Information Statement is being provided to Left Right stockholders pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended. Rule 14c-2b of the Securities Exchange Act of 1934, as amended, requires issuers to send or give an information statement to its stockholders at least 20 calendar days prior to the earliest date on which corporate action may be taken by majority stockholder consent. The annual report filed on Form 10KSB will included in the filing of this information statement. Left Right will pay the expenses of furnishing this Information Statement, including the costs of preparing, assembling and mailing this Information Statement. Additionally, Left Right has asked brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of the Common Stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material. The Board of Directors does not know of any matters, other than those described above, that require approval by the stockholders of Left Right and for which notice is to be given to the stockholders. Left Right received a majority vote, thereby satisfying the requirements of the Delaware General Corporation Law and its Certificate of Incorporation and Bylaws for stockholder approval of the actions taken above. For this reason, Left Right did not call a special meeting of its stockholders in respect of the actions taken above and did not ask its stockholders for a proxy or consent. ADDITIONAL INFORMATION Please read all the sections of this information statement carefully. Left Right Marketing Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act") and in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission. These reports, proxy statements and other information filed by Left Right Marketing Company with the SEC may be inspected without charge at the public reference section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Copies of this material also may be obtained from the SEC at prescribed rates. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding public companies that file reports with the SEC. Copies of these materials may be obtained from the SEC's website at http://www.sec.gov. INCORPORATION OF INFORMATION BY REFERENCE The following documents, which are on file with the Commission (Exchange Act File No. 000-09047) are incorporated in this Information Statement by reference and made a part hereof: i.) Current Report on Form 8-K filed April 22, 2004, reporting a change in Auditors. ii.) Current Report on Form 8-K filed March 24, 2005, reporting the change in Directors. iii.) Annual Report on Form 10-KSB, for the fiscal year ended December 31, 2004. iv.) Quarterly Report on Form 10-QSB for the quarter ended March 31, 2005. v.) Quarterly Report on Form 10-QSB for the quarter ended June 30, 2005. All documents filed by Left Right Marketing Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this information statement and prior to the effective date hereof shall be deemed to be incorporated by reference in this information statement and shall be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this information statement and filed with the Commission prior to the date of this information statement shall be deemed to be modified or superseded for purposes of this information statement to the extent that a statement contained herein, or in any other subsequently filed document which is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this information statement. Left Right Marketing Company will provide without charge to each person to whom this information statement is delivered, upon written or oral request of such person, to Lawrence Schroeder, Secretary, Left Right Marketing Company, 585 West 500 South #180, Bountiful, Utah 84010 and its telephone number is (801) 244-4405 a copy of any or all of the foregoing documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents). CONCLUSION As a matter of regulatory compliance, Left Right Marketing Company is sending you this information Statement which describes the purpose and effect of the actions set forth herein. As the requisite stockholder vote for the actions set forth herein, including any amendment to Left Right Marketing Company's Articles of Incorporation as described in this Information Statement was obtained upon the delivery of the written consent of a majority of the shareholders, WE ARE NOT ASKING FOR A PROXY FROM YOU AND YOU ARE REQUESTED NOT TO SEND US ONE. This Information Statement is intended to provide Left Right Marketing Company's stockholders information required by the rules and regulations of the Securities and Exchange Act of 1934. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. Pursuant to the requirements of the Securities Exchange Act of 1934, Left Right Marketing Company has duly caused this report to be signed on its behalf by this undersigned hereunto duly authorized. LEFT RIGHT MARKETING COMPANY By: /s/ S. Matthew Schultz -------------------------- S. Matthew Schultz President/CEO 7. Current Report on Form 8-K filed on September 14, 2005. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 13, 2005 Commission file number: 000-09047 LEFT RIGHT MARKETING TECHNOLOGY, INC. (Name of small business issuer in its charter) DELAWARE 02-0314487 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 585 WEST 500 SOUTH #180 BOUNTIFUL, UTAH 84010 (Address of principal executive offices) (zip code) Issuer's Telephone Number: (801) 244-4405 SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On September 13, 2005, there was a special meeting of the Board of Directors in which the Board approved of the following appointments and changes to the Principal Officers' role. Larry Schroeder has taken on the role as President and Chief Executive Officer, while Matthew Schultz has become the Vice President and Chief Operating Officer. Mr. Schultz will remain Chairman of the Board and Mr. Schroeder will remain a Board member. Additionally, the Board approved the appointment of Jason F. Griffith, CPA as Chief Financial Officer and Board Member of the Company. There are currently no formal employment agreements between the Company and any officers or directors. Mr. Griffith has no arrangement or understanding with any person regarding his selection as a director of the registrant. Mr. Griffith has never been a party to any transaction or series of transactions with the registrant involving an amount in excess of $60,000 and no such transaction is, or series of transactions are, currently proposed. He previously was a partner in the CPA firm CFO Advantage, Inc. which was the Company's auditor for 2003. Mr. Griffith's experience includes having served as a chief financial officer for two publicly traded companies. He is currently a member of the Board of directors for South Texas Oil Company. Mr. Griffith has additional experience in public accounting, which includes being the managing partner of a CPA firm in Henderson, Nevada since June 2002 as well as being the accounting manager for another CPA firm in Henderson, Nevada from August 2001 through June 2002. Before this, he worked for Arthur Andersen in Memphis, Tennessee from December 1998 until his move to Nevada in the summer of 2001. Prior to joining Arthur Andersen, Mr. Griffith was in the process of completing his undergraduate degree and Masters in Accounting from Rhodes College in Memphis, Tennessee. Mr. Griffith is a licensed CPA in both the state of Nevada and Tennessee. He is a member of the American Institute of Certified Public Accountants, The Association of Certified Fraud Examiners, The Institute of Management Accountants, along with being a member of the Nevada and Tennessee State Society of CPAs. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 13, 2005 Left Right Marketing Technology, Inc. /s/ Larry Schroeder ---------------------- Larry Schroeder President and Director /s/ S. Matthew Schultz ---------------------- S. Matthew Schultz Chairman and COO /s/ Jason F. Griffith ---------------------- Jason F. Griffith CFO and Director Date: September 13, 2005 8. Quarterly Report on Form 10-QSB, for the fiscal quarter ended September 30, 2005, filed on November 3, 2005. U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2005 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ___________ to ___________ Commission file number: 000-09047 LEFT RIGHT MARKETING TECHNOLOGY, INC. (Name of small business issuer in its charter) DELAWARE 02-0314487 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 585 WEST 500 SOUTH #180 BOUNTIFUL, UTAH 84010 (Address of principal executive offices) (zip code) Issuer's Telephone Number: (801) 244-4405 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS Check whether the Registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS The Registrant has 95,170 outstanding, par value $.001 per share as of November 3, 2005. The Registrant has zero (0) shares of Preferred Stock Series B issued and outstanding as of November 3, 2005. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] 2 TABLE OF CONTENTS Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements...................................... 4 Balance Sheet (unaudited)................................. 5 Statements of Operations (unaudited)...................... 6 Statements of Cash Flows (unaudited)...................... 7 Notes to Financial Statements............................. 8 Item 2. Plan of Operation.......................................... 9 Item 3. Controls and Procedures..................................... 10 PART II. OTHER INFORMATION Item 1. Legal Proceedings......................................... 11 Item 2. Unregistered Sales of Equity and Use of Proceeds.......... 11 Item 3. Defaults upon Senior Securities........................... 11 Item 4. Submission of Matters to a Vote of Security Holders....... 11 Item 5. Other Information.......................................... 11 Item 6. Exhibits and Reports on Form 8-K........................... 12 Signatures........................................................... 12 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. The condensed financial statements of Left Right Marketing Technology, Inc., ("LRMT") included herein have been prepared in accordance with the instructions to quarterly reports on Form 10-QSB pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote data necessary for fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. It is therefore suggested that these financial statements be read in conjunction with the summary of significant accounting policies and notes to financial statements included in LRMT's Annual Report on Form 10-KSB for the year ended December 31, 2004. In the opinion of management, all adjustments necessary in order to make the financial position, results of operations and changes in financial position at September 30, 2005, and for all periods presented not misleading have been made. The results of operations for the period ended September 30, 2005 are not necessarily an indication of operating results to be expected for the full year ending December 31, 2005. LEFT RIGHT MARKETING TECHNOLOGY, INC. (formerly Global Gaming Technology, Inc.) BALANCE SHEETS
Unaudited Audited As of As of September 30, 2005 December 31, 2004 ------------------ ----------------- ASSETS Current assets Cash $ -- $ -- ------------ ------------ Total current assets -- -- Total assets $ -- $ -- ============ ============ LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable $ 128,264 $ 104,434 Bank overdraft - 19,908 Loans payable 250,000 250,000 Advance from shareholder 43,033 - Accrued payroll 461,963 433,771 Contingency payable 37,500 50,000 Payroll tax accrual 278,549 272,269 ------------ ------------ Total current liabilities 1,199,309 1,130,383 ------------ ------------ Total liabilities 1,199,309 1,130,383 Stockholders' equity Common stock; $.001 par value; 95,170 and 52,716 shares issued and outstanding as of September 30, 2005 and December 31, 2004, respectively 94,718 52,716 Additional paid-in capital 2,999,192 2,992,710 Preferred Stock -- -- Accumulated deficit in development stage (4,293,219) (4,175,808) ------------ ----------- Total stockholders' (deficit) (1,199,309) (1,130,383) ------------ ----------- Total liabilities and stockholders' equity $ -- $ -- ============ ===========
LEFT RIGHT MARKETING TECHNOLOGY, INC. (formerly Global Gaming Technology, Inc.) STATEMENTS OF OPERATIONS
Unaudited Unaudited 9 months ended 3 months ended September 30, 2005 September 30, 2004 September 30, 2005 September 30, 2004 ----------------------------------------- --------------------------------------- Operating expenses General and administrative $ 115,845 $ 3,439,890 $ 12,920 $ 594,672 ----------------------------------------- --------------------------------------- Total operating expenses 115,845 3,439,890 12,920 594,672 ----------------------------------------- --------------------------------------- Loss from operations (115,845) (3,439,890) (12,920) (594,672) Other income (expenses): Interest expense (1,566) (1,210) - (18) ----------------------------------------- --------------------------------------- Total other income (expenses) (1,566) (1,210) - (18) ----------------------------------------- --------------------------------------- Net loss $ (117,411) $ (3,441,100) $ (12,920) $ (594,690) ----------------------------------------- --------------------------------------- Basic and diluted loss per common share $ (1.59) $ (72.90) $ (0.14) $ (11.66) ========================================= ======================================= Basic and diluted weighted average common shares outstanding Note: Share adjusted for 1:1000 reverse split on 9/20/05 73,943 47,203 94,943 50,986
LEFT RIGHT MARKETING TECHNOLOGY, INC. (formerly Global Gaming Technology, Inc.) STATEMENTS OF CASH FLOWS
Unaudited 9 months ended September 30, 2005 September 30, 2004 ------------------ ------------------ Cash flows from operating activities: Net loss $ (117,411) $ (3,441,000) Adjustments to reconcile net loss to net cash used by operating activities: Changes in operating assets and liabilities: (Increase) / Decrease in prepaid expenses - (9,711) (Increase) / Decrease in accounts receivable - (162) Increase / (Decrease) in accounts payable 30,313 2,512,092 Increase / (Decrease) in accrued payroll 28,192 - Increase / (Decrease) in contingency payable (12,500) - Increase / (Decrease) in payroll tax accrual 6,280 - ---------------- ------------------ Net cash used by operating activities (65,126) (938,781) Cash flows from investing activities: Reduction of bank over draft (19,908) - Advances to related parties - (476,892) Advances from related parties - 247,074 Purchase of property and equipment - (4,601) ---------------- ------------------ Net cash used by investing activities (19,908) (234,419) Cash flows from financing activities: Advance from stockholders 85,033 - Proceeds from issuance of common stock - 923,200 Issuance of notes payable - 250,000 ---------------- ------------------ Net cash provided by financing activities 85,033 1,173,200 ---------------- ------------------ Net increase in cash (0) - Cash, beginning of period - - ---------------- ------------------ Cash, end of period / bank overdraft $ (0) $ - ================ ================== Supplementary cash flow information: Debt settled with stock $ 6,484 Debt settled with stock - related party $ 42,000 Cash payments for income taxes $ - $ - ================ ================== Cash payments for interest $ - $ - ================ ==================
LEFT RIGHT MARKETING TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1 - FINANCIAL STATEMENT PRESENTATION The financial statements have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on April 27, 2005. The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal recurring nature. As discussed in the Form 10-KSB for the year ended December 31, 2004, the Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a "going concern", which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company is not a going concern and currently has no assets or continuing source of revenues and the liabilities record as basis of going concern do not reflect any adjustments due to the Companies inabilities to pay them. Management is currently discussing with creditors if, when and how they might those obligation might be paid. Management is looking at potential business opportunities and there is no guarantee any will come to fruition that action can be taken. The diluted loss per share for the company has been calculated on the weighted average number of shares after the reverse stock split. This has been calculated retroactively for the prior periods presented. NOTE 2 - STOCKHOLDERS' EQUITY On August 29, 2005, the Company filed a Schedule 14C, discussing a 1:1,000 reverse stock split, which was effective September 20, 2005. During the third quarter ended September 30, 2005, the Company converted $6,484 of debt into 454 shares of post split common stock. As of September 30, 2005, there were 95,170 shares of common stock outstanding. NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED PAYROLL The Company has $128,264 in accounts payable and approximately $461,900 in accrued payroll as of September 30, 2005. There is additionally a $37,500 contingency payable accrued to cover any potential liabilities not disclosed to the new members of management. During the quarter ended September 30, 2005, this amount was reduced from $50,000. The Company also owes approximately $278,550 in payroll taxes to the IRS for prior quarter's payment of Social Security, Medicare, Unemployment, and Withholding taxes. NOTE 4 - RELATED PARTY TRANSACTIONS Larry Schroeder, the Company's President, has loaned the Company $9,709, this loan is non interest bearing and has no due date assigned to it. Matthew Schultz, the Company's Vice-President, has loaned the Company $31,278, this loan is non interest bearing and has no due date assigned to it. Jason Griffith, the Company's Chief Financial Officer, has loaned the Company $2,046, this loan is non interest bearing and has no due date assigned to it. Item 2. Plan of operation With the exception of historical matters, the matters discussed herein are forward-looking statements that involve risks and uncertainties. Forward- looking statements include, but are not limited to, statements concerning operations and available cash flow. Our actual results could differ materially from the results discussed in such forward-looking statements. The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto appearing elsewhere herein. Overview As a result of the Company's lack of significant revenue generation and considering CrazyGrazer.com's liabilities and lack of assets, the Company's new management, CrazyGrazer.com and Richard M. Hall determined that it was in the best interest to all parties to rescind the merger completed on April 26, 2004. Effective March 8, 2005, the parties entered into a rescission agreement whereby deemed the merger agreement null and void effective immediately. Satisfaction of our cash obligations for the next twelve months. We plan on satisfying our cash obligations 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. We do not anticipate generating revenues sufficient to satisfy our working capital requirements within the next twelve months. We have included in our recent business plan the concept of seeking merger candidates or other means of perfecting a business opportunity. 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. Significant changes in the number of employees. We currently do not have any full-time employees, and until we either obtain sufficient capital to pursue our business plan, or acquire a business with sufficient cash, or merge with such a company, we will not require new employees. Plan of Operation Change in Business Direction As a result of the rescission agreement we have abandoned our prior business plan. However, we plan to locate and negotiate with an established business entity for the merger/acquisition of a target business. We plan to locate and negotiate with a business entity for the merger of a target business into us. In certain instances, a target business may wish to become a subsidiary of us or may wish to contribute assets to us rather than merge. No assurances can be given that we will be successful in locating or negotiating with any target business. Management is actively engaged in seeking a qualified company as a candidate for a business combination. We are authorized to enter into a definitive agreement with a wide variety of businesses without limitation as to their industry or revenues. It is not possible at this time to predict with which company, if any, we will enter into a definitive agreement or what will be the industry, operating history, revenues, future prospects or other characteristics of that company. As of the date hereof, management has not made any final decision concerning or entered into any written agreements for a business combination. When any such agreement is reached or other material fact occurs, we will file notice of such agreement or fact with the Securities and Exchange Commission on Form 8-K. Liquidity and Capital Resources 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 do not anticipate enough positive internal operating cash flow until such time as we can locate a merger or acquisition target or generate substantial revenues, which may take the next few years to fully realize. In the event we cannot obtain the necessary capital to pursue our operations, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations. Since inception, we have financed our cash flow requirements through the issuance of common stock. As we continue our activities, we may continue to experience net negative cash flows from operations, pending consummation of a merger or acquisition or the receipt of sales revenues. Additionally we anticipate obtaining additional financing to fund operations through common stock offerings and bank borrowings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. Over the next twelve months we believe that existing capital and anticipated funds from operations will not be sufficient to sustain operations. Consequently, we will be required to seek additional capital in the future to fund operations 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 searching for viable merger or acquisition candidates. 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, implement and successfully execute our revised business model, 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. FACTORS THAT MAY AFFECT OUR PLAN OF OPERATION We have historically lost money and losses may continue in the future, which may cause us to curtail operations. Since our inception we have not been profitable and have lost money on both a cash and non-cash basis. For the years ended December 31, 2004 and December 31, 2003 we incurred net losses of $2,743,938 and $1,431,870 respectively. Our accumulated deficit at the end of December 31, 2004 was $(4,175,808). Future losses are likely to occur, as we are dependent on spending money to pay for our operations. No assurances can be given that we will be successful in reaching or maintaining profitable operations. Accordingly, we may experience liquidity and cash flow problems. If our losses continue, our ability to operate may be severely impacted. We are an insignificant participant in the business of seeking mergers wherein a large number of established and well financed entities are our competitors. We are and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies, which may be merger or acquisition target candidates for us. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we do and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete with numerous other small public companies in seeking merger or acquisition candidates. We changed our management on February 16 and on September 13, 2005, and are unsure of the effect on our ability to operate. On February 16, 2005, Richard M. Hall as the sole member of the board of directors appointed S. Mathew Schultz to the board of directors and concurrently, Mr. Hall resigned as President and Director of the Company. Mr. Schultz as the sole member of the Company appointed himself as President of the Company and appointed Lawrence S. Schroeder as Secretary, Treasurer and a Director of the Company. Although Mr. Schultz and Mr. Schroeder have experience in business matters, we are unsure as to whether Mr. Schultz and Mr. Schroeder will provide a positive benefit to us in light of our current financial position. On September 13, 2005, there was a special meeting of the Board of Directors in which the Board approved of the following appointments and changes to the Principal Officers' role. Larry Schroeder has taken on the role as President and Chief Executive Officer, while Matthew Schultz has become the Vice President and Chief Operating Officer. Mr. Schultz will remain Chairman of the Board and Mr. Schroeder will remain a Board member. Additionally, the Board approved the appointment of Jason F. Griffith, CPA as Chief Financial Officer and Board Member of the Company. Although Mr. Griffith has experience in business matters, we are unsure as to whether Mr. Griffith will provide a positive benefit to us in light of our current financial position. There are currently no formal employment agreements between the Company and any officers or directors. 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 quoted 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. We will need additional capital in the future to finance our operations, which we may not be able to raise or it may only be available on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our operational results. If operating difficulties or other factors, many of which are beyond our control, because our revenues or cash flows from operations, if any, to decrease, we may be limited in our ability to spend the capital necessary to complete our revised business plan. If our resources or cash flows do not rapidly commence, we will require additional financing to fund our planned growth. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders. Our auditor's report reflects the fact that without realization of additional capital, it would be unlikely for us to continue as a going concern. As a result of our deficiency in working capital at December 31, 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 merger or acquisition candidates, seek additional funding through future equity private placements or debt facilities. Off Balance Sheet Arrangements Currently 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. 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. Forward-Looking Information This quarterly report contains forward-looking statements. The forward- looking statements include all statements that are not statements of historical fact. The forward-looking statements are often identifiable by their use of words such as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue," "Plans" or the negative or other variations of those or comparable terms. Our actual results could differ materially from the anticipated results described in the forward-looking statements. Factors that could affect our results include, but are not limited to, those discussed in Item 2, "Plan of Operation" and included elsewhere in this report. LRMT makes no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statement. Item 3. Controls and Procedures. (a) Our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon the evaluation, concluded that the disclosure controls and procedures are effective in ensuring all required information relating to LRMT is included in this quarterly report. We also maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. (b) Changes in internal controls. During our most recent fiscal quarter, there have been no changes in our internal control over financial reporting that occurred that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. PART II. OTHER INFORMATION Item 1. Legal Proceedings. LRMT is not a party to any pending material legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against LRMT. To the knowledge of management, no director, executive officer or affiliate of LRMT, any owner of record or beneficially of more than 5% of LRMT'S common stock is a party adverse to LRMT or has a material interest adverse to LRMT in any proceeding. Item 2. Unregistered Sales of Equity Security and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K Exhibits (a) Exhibit 31. Certifications required by Rule 13a-14(a) or Rule 15d- 14(a) 31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (b) Exhibit 32. Certifications required by Rule 13a-14(b) or Rule 15d- 14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Reports on Form 8-K (a) Report on Form 8-K filed September 14, 2005, item 5.02. On September 13, 2005, there was a special meeting of the Board of Directors in which the Board approved of the following appointments and changes to the Principal Officers' role. Larry Schroeder has taken on the role as President and Chief Executive Officer, while Matthew Schultz has become the Vice President and Chief Operating Officer. Mr. Schultz will remain Chairman of the Board and Mr. Schroeder will remain a Board member. Additionally, the Board approved the appointment of Jason F. Griffith, CPA as Chief Financial Officer and Board Member of the Company. Although Mr. Griffith has experience in business matters, we are unsure as to whether Mr. Griffith will provide a positive benefit to us in light of our current financial position. There are currently no formal employment agreements between the Company and any officers or directors. Mr. Griffith has no arrangement or understanding with any person regarding his selection as a director of the registrant. Mr. Griffith has never been a party to any transaction or series of transactions with the registrant involving an amount in excess of $60,000 and no such transaction is, or series of transactions are, currently proposed. He previously was a partner in the CPA firm CFO Advantage, Inc. which was the Company's auditor for 2003. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Left Right Marketing Technology, Inc. /s/ Larry Schroeder ---------------------- Larry Schroeder President and Director (Principal Executive Officer) /s/ Jason F. Griffith ---------------------- Jason F. Griffith Chief Financial Officer and Director (Principal Financial Officer) Date: November 3, 2005 Pursuant to the requirements of Section 12 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. /s/ Larry Schroeder ---------------------- Larry Schroeder President and Director (Principal Executive Officer) /s/ Jason F. Griffith ---------------------- Jason F. Griffith Chief Financial Officer and Director (Principal Financial Officer) Date: November 3, 2005 EX-4 5 ex_annexd.txt EX-4 - ANNEX D ANNEX D AUDIT COMMITTEE CHARTER I. COMPOSITION AND TERMS OF OFFICE A. The Audit Committee (the "Committee") shall be appointed by the Board of Directors and shall be composed of at least three directors. All members shall be independent of management and free from any relationship that would interfere with the exercise of independent judgment. The Chairman of the Committee shall be appointed by the Board of Directors. B. Members of the Committee shall serve until the next meeting of the Board of Directors which coincides with the Annual Meeting of the Shareholders or until their successors are appointed. II. MEETINGS The Committee shall hold at least four (4) regular meetings each year and such additional meetings as may be deemed necessary by the Committee Chairman. Minutes of each Committee meeting shall be submitted to the Board of Directors. At the discretion of the Board of Directors, the Chairman of the Committee will report verbally to the full Board of Directors on matters discussed or any action taken at previous Committee meetings. To assure the Committee's access to the internal auditors of Left Right Marketing Technology, Inc. (the "Company"), the Company's independent public accountants and key financial management, the Committee may request, as it deems appropriate, attendance at its regular meetings of the independent public accountants, Chief Accounting Officer, Chief Financial Officer, and such other members of the Company's management as circumstances require. At least annually, the Committee shall meet separately with the independent public accountants without members of management present. Minutes of each meeting shall be taken by the Corporate Secretary or his or her delegate and circulated for approval at the next succeeding meeting of the Committee. Approved minutes will then be submitted to the Board of Directors at its next meeting for ratification of any action reported as having been taken by the Committee. Copies of all minutes of Committee meetings shall be provided to the Secretary of the Company for retention with the permanent records of the Company. III. GOALS Management has primary responsibility for the integrity and objectivity of the Company's financial reporting subject to oversight by the Board of Directors. The Committee shall, on behalf of the Board of Directors, review management's actions in this regard to ensure that: A. A fair presentation of published financial information is made in accordance with generally accepted accounting principles and in compliance with all applicable professional and regulatory requirements; B. A highly developed system of internal controls, policies and procedures is maintained; C. The system of internal controls, policies and procedures provides reasonable assurance that transactions are properly authorized and recorded to adequately safeguard the Company's assets and permit preparation of the financial statements in accordance with generally accepted accounting principles; D. The system of internal controls, policies and procedures provides reasonable assurance that the risk of significant criminal misconduct is minimized and that any such misconduct, should it occur, will be detected; and E. The quality of internal and external audit efforts is adequate and that the Company's public accountants are independent. IV. DUTIES AND RESPONSIBILITIES In meeting its responsibilities, the Committee is expected to perform the following: A. FINANCIAL REPORTING 1. Review the Company's annual financial statements, including discussion of any unusual or non-recurring items, with the Chief Financial Officer prior to issuance to the public. Discuss annual audit results and the auditors' reports with the Company's independent public accountants. 2. Review accounting principles applied in financial reporting with particular emphasis on any changes from principles followed in prior years. 3. At least annually, meet with in-house counsel to discuss legal matters that may have a material impact on the financial statements. Meet with outside counsel as appropriate. 4. At least annually, meet with appropriate management to review tax matters affecting the Company. 5. Review reasons for obtaining second opinions on significant accounting issues and any actions taken by management in reliance on any such opinion. 6. Annually review Company's compliance with lease and management contract obligations. B. RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS 1. Annually, confirm management's recommendation as to selection of the Company's independent public accountants. Recommend appointment of independent public accountants annually to the Board of Directors for submission to shareholders for approval. 2. Review annual letter from the Company's independent public accountants affirming their independence and their free access to the Committee. 3. Receive annual report from the Company's independent public accountants on the quality of the services provided by their firm. This will potentially include a discussion of lawsuits (outstanding and settled in the past year), SEC enforcement actions against the firm and the firm's clients arising from accounting/disclosure matters, and the latest peer review report. 4. If requested, representatives of the Company's independent public accountants shall be present at each meeting of the Committee. Members of the Committee shall have unrestricted access to such representatives with or without the presence of management. C. AUDIT PLANS AND OVERALL CONTROL ENVIRONMENT 1. Annually, review audit plans with the Company's Chief Financial Officer and its independent public accountants and evaluate adequacy of proposed audit scope. 2. Review progress of internal audit plan and key findings. 3. Review with independent public accountants and the Company's Chief Financial Officer the overall adequacy and effectiveness of internal controls, and policies and procedures. 4. Annually, review the follow up by management of independent public accountants and internal audit matters covered by the Company's independent public accountants' letter of recommendations. Review management's actions regarding prior year recommendations. D. DIVERSITY 1. Annually, review the diversity of the Company's workforce. 2. Review plan(s) to promote workforce diversity, minority owned business purchasing, and involvement in minority community activities and organizations. 3. Review any legal issues regarding workforce diversity. E. OTHER 1. Institute investigations of suspected improprieties on any material matter selected by the Committee, using special counsel or outside experts when necessary. The Internal Audit Department will be available to provide staff support for the Committee. 2. Annually, disclose amounts received by Committee members from the Company and its affiliates and any other transactions with the Company or its affiliates, to which they are a party, other than amounts received for service as a Director or Board Committee member. Such disclosure shall be noted in the minutes of the appropriate Committee meeting. 3. Annually, review significant related party transactions or other significant conflicts of interest between the Company and its officers, directors, and major shareholders. 4. Annually, review the Company's charitable giving process. Review recipients for ties to Company operations. 5. Annually, review and propose amendments, as appropriate, on the Committee's charter to the Board of Directors. V. OTHER DUTIES AND RESPONSIBILITIES The Committee is responsible for the duties set forth in this charter but is not responsible for either the preparation of the financial statements or the auditing of the financial statements. The Company has the responsibility for preparing the financial statements and implementing internal controls and the independent public accountants have the responsibility for auditing the financial statements and monitoring the effectiveness of the internal controls. The review of the financial statements by the audit committee is not of the same quality as the audit performed by the independent public accountants. In carrying out its responsibilities, the Committee believes its policies and procedures should remain flexible in order to best react to a changing environment. EX-5 6 ex_consentsgi.txt EX-5 - AUDITOR CONSENT 2285 Renaissance Drive Beadle, McBride, Evans & Reeves, LLP Las Vegas, NV 89119 accountants and consultants Tel: (702) 597-0010 Fax: (702) 597-2767 INDEPENDENT AUDITORS' CONSENT We consent to the use of Strategic Gaming Investments, Inc. on Form 14-C of our Auditors' Report, dated October 27, 2005, on the balance sheet of Strategic Gaming Investments, Inc. as of September 30, 2005 and the related statement of income and accumulated deficit from September 27, 2005 to September 30, 2005, changes in stockholders' equity, and cash flows for the period ended September 30, 2005. /s/ Beadle, McBride, Evans & Reeves, LLP ---------------------------------------- Beadle, McBride, Evans & Reeves, LLP December 28, 2005 Las Vegas, Nevada EX-7 7 ex_consentupl.txt EX-7 - AUDITOR CONSENT 2285 Renaissance Drive Beadle, McBride, Evans & Reeves, LLP Las Vegas, NV 89119 accountants and consultants Tel: (702) 597-0010 Fax: (702) 597-2767 INDEPENDENT AUDITORS' CONSENT We consent to the use of The Ultimate Poker League, Inc. on Form 14-C of our Auditors' Report, dated October 12, 2005, on the balance sheet of The Ultimate Poker League, Inc. as of September 30, 2005 and the related statement of income and accumulated deficit from August 23, 2005 to September 30, 2005, changes in stockholders' equity, and cash flows for the period ended September 30, 2005. /s/ Beadle, McBride, Evans & Reeves, LLP ---------------------------------------- Beadle, McBride, Evans & Reeves, LLP December 28, 2005 Las Vegas, Nevada -----END PRIVACY-ENHANCED MESSAGE-----