-----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, JGUgBA5NejlGl6juvgavaCYfxLSzxVw8L7iD6t/3rzzIQFaZ1v42eL+D56Hv/sDT igoSJ4JQV3O6EG9tpnyXLw== 0001227528-06-000130.txt : 20060320 0001227528-06-000130.hdr.sgml : 20060320 20060317214544 ACCESSION NUMBER: 0001227528-06-000130 CONFORMED SUBMISSION TYPE: PRER14C PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20060320 DATE AS OF CHANGE: 20060317 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: PRER14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-09047 FILM NUMBER: 06697358 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 PRER14C 1 lm14cprer031706.txt PRE 14 C # 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION (AMENDMENT NO. 3) Information Statement Pursuant to Section 14(c) Of the Securities Exchange Act of 1934 Check the appropriate box: [x] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c- 5(d)(2)) [ ] 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) based upon the book value of the Company as of the last practicable date, or $3,093,910 ----------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: $3,093,910 ----------------------------------------------------------- 5) Total fee paid: $618.78 ----------------------------------------------------------- [ ] 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 March 21, 2006 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 ). 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: We believe that the transaction with Strategic Gaming Investments, Inc. will be tax-free to our stockholders and you will maintain the same aggregate tax basis on your common stockholdings in the Company (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 March 21, 2006. 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. Schroeder serves as President, Chief Executive Officer and a director of the Company and SGI. Mr. Schroeder is the beneficial and record owner of 3,400,000 shares of common stock of Strategic Gaming Investments, Inc. Mr. Schroeder is the record and beneficial owner of zero shares of common stock of the Company. Mr. Schroeder's holdings in SGI represent 44.4% 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. Schroeder will own 3,400,000 shares of common stock of the Company, representing 43.9% of the then issued and outstanding common stock of the Company. Mr. Schultz serves as Chairman and Chief Operating Officer of the Company and SGI. Mr. Schultz is the beneficial and record owner of 57,928 shares of common stock of the Company, and 3,000,000 shares of common stock of Strategic Gaming Investments, Inc. Mr. Schultz's holdings in SGI represent 39.2% 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. Schultz will own 3,057,928 shares of common stock of the Company, representing 39.5% of the then issued and outstanding common stock of the Company. 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 common stock 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. In this regard, the nominating committee charter will (i) require that all of the members of the nominating committee be independent pursuant to the NASDAQ rules regarding independence; (ii) allow director candidates to be recommended by security holders of the Company who hold at least five percent (5%) of the issued and outstanding voting stock of the Company; (iii) include a provision allowing security holders, who hold at least five percent (5%) of the issued and outstanding voting stock of the Company, to recommend candidates for election to the board of directors in writing at least 60, and not more than 120, days prior to each annual meeting of stockholders, and all such candidates shall, upon satisfactory completion of a background investigation and satisfaction of the minimum qualifications set forth in the nominating committee charter, be considered for election at such annual meeting of stockholders; (iv) include specific minimum qualifications, including certain requisite skills and qualities; (v) provide that the nominating committee may use all resources available in identifying and evaluating potential candidates, including, but not limited to, retention of an independent search firm, with appropriate credentials, on a cash basis to be disclosed; (vi) include a provision requiring disclosure (other than nominees who are executive officers of the Company or who are standing for re-election) of the party (i.e., security holder, non-management director, chief executive officer or other member of management, or independent search firm, etc.) who recommended the nominee to the nominating committee; and (vii) include a provision requiring the disclosure of any nominee recommended by a security holder of five percent (5%) or more of the Company's issued and outstanding voting stock for the prior year's annual stockholders meeting, as well as disclosure of the security holder, and whether the nominating committee chose to nominate the candidate; provided, however, such nominee and security holder will not be disclosed, without the written consent of each such party in the event the nominating committee elected not to nominate such nominee. 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. In conjunction with the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005, the audit committee will discuss, review and handle items 1 through 6 noted immediately above. 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. 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"). We believe that the proposed merger will be "tax-free" under the Code, and the Company's stockholders will retain the same aggregate tax basis following the transaction. 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. CONFLICTS OF INTEREST. 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. Thus, the negotiations that were undertaken with respect to the proposed merger between the Company and SGI were made solely between Messrs. Schroeder, Schultz and Griffith, and a definitive conflict of interest existed given their respective ownership interests, officer positions and directorships in the Company and SGI, as applicable. Messrs. Schroeder, Schultz and Griffith undertook, in good faith and to the best of their abilities, an analysis of a fair valuation of the two companies in constructing the terms of the merger. Input on the terms of the merger was also provided by each of the members of management and the board of directors of UPL, a wholly- owned subsidiary of SGI. The Company intends to address the conflicts of interest on a go-forward basis as follows: The day to day business of the Company post-merger, will exclusively relate to The Ultimate Poker League, Inc. ("UPL"), currently a wholly-owned subsidiary of SGI, and a wholly-owned subsidiary of the Company post-merger. The officers and directors of UPL are set forth in Amendment No. 1, and while Messrs. Schroeder, Schultz and Griffith will have some involvement in the day-to day operations, the majority of the decisions, as well as the day-to-day operations, will be made by the officers of UPL other than Mr. Griffith. Specifically, Ben Magee will oversee the Poker League contest (Please see Mr. Magee's biography in Amendment No. 1) and Donald R. Beck will oversee the production of the reality television series (Please see Mr. Beck's biography in Amendment No. 1). In addition, as disclosed in proposal one of Amendment No. 1, the Company intends to augment its existing board of directors with at least two (2), and not more than four (4), independent directors in 2006. The directors of LRMT made a determination based on their belief of the best course of action for the shareholders. Messr. Griffith represented the interests of SGI and Messrs. Schroeder and Schultz negotiated on behalf of LRMT. Messr. Griffith will not become a director of Left Right Marketing until after the definitive information statement has been filed. The consideration and value determined was based on an arbitrary amount negotiated by the two parties. The stock price of the company was not relevant as there was (is) no significant trading or market existing in the common stock of the Company. Both Messrs. Schroeder and Schultz researched and discussed the consideration independent of any discussions with Messr. Griffith. It was only then, that the three individuals met to discuss the consideration to be given. No specific value has been assigned to the proposed merger. NO DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE The Company appointed Beckstead and Watts, LLP. as its independent accountants for the fiscal year ended June 30, 2004. This was a change in accountants recommended by the Company's management at the time and approved by the Company's then existing board of directors. Beckstead and Watts, LLP was engaged by the Company on October 1, 2003. The audit reports issued by Bradshaw, Smith & Co., LLP, with respect to the Company's financial statements for the fiscal years ended June 30, 2003 and 2002, 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 Bradshaw, Smith & Co.'s issuance of going concern opinions on the financial statements for the fiscal years ended June 30, 2003 and 2002. From July 1999 through October 1, 2003, the date on which Bradshaw, Smith & Co., LLP was dismissed as the Company's independent accountants, there were no disagreements between the Company and Bradshaw, Smith & Co., LLP 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 Bradshaw, Smith & Co., LLP, would have caused it to make a reference to the subject matter of the disagreement in connection with its audit report. The change in accountants did not result from any dissatisfaction with the quality of professional services rendered by Bradshaw, Smith & Co., LLP, as the independent accountants of the Company. SELECTED FINANCIAL DATA. The information required for SGI includes the audit of SGI's financial statements , including the consolidation of its wholly-owned subsidiary, The Ultimate Poker League, Inc., for the period from inception through December 31 , 2005 . The consolidated audited financial statements of SGI and UPL are set forth immediately below, followed by (i) the Company's Selected Financial Data for the fiscal years ended December 31, 2005 and 2004, (ii) the Summary Financial Data for the Company for fiscal quarters ended March 31, June 30, and September 30, 2005 and 2004, (iii) audited financial statements for the Company for the fiscal years ended December 31, 2005 and 2004, (iv) reviewed financial statements of the Company for the fiscal quarters ended March 31, June 30 and September 30, 2005 and 2004. AUDITED FINANCIAL STATEMENTS OF STRATEGIC GAMING INVESTMENTS, INC. AND ITS WHOLLY-OWNED SUBSIDIARY, THE ULTIMATE POKER LEAGUE, INC. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Audit Committee of Strategic Gaming Investment, Inc. 6330 McLeod Drive Las Vegas, NV 89120 We have audited the accompanying consolidated balance sheet of Strategic Gaming Investment, Inc. (a Nevada Corporation in the development stage) as of December 31, 2005, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the period from inception of September 27, 2005 to December 31, 2005. These consolidated 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 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 consolidated 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 consolidated 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 December 31, 2005, and results of operations and cash flows for the initial period from inception of September 27, 2005 to December 31, 2005 in conformity with U.S. generally accepted accounting principles. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note1 to the consolidated 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 consolidated financial statements do not include any adjustments that might result from this uncertainty. /s/Beadle, McBride, Evans & Reeves, LLP - --------------------------------------- Las Vegas, Nevada March 17, 2006 STRATEGIC GAMING INVESTMENTS, INC. (A DEVELOPMENT STAGE COMPANY) AUDITED FINANCIAL STATEMENTS
CONSOLIDATED Audited As of December 31, 2005 ----------------- ASSETS Current assets Cash $ 142 Advances to related parties 29,119 ----------------- Total current assets 29,261 Other assets Investment in UPL - ----------------- Total other assets - Intangible assets, net of accumulated depreciation 6,364 Total assets $ 35,625 ================= LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable 10,612 Advances from related party 58,960 ----------------- Total current liabilities 69,572 ----------------- Total liabilities 69,572 Stockholders' (deficit) Common stock; $.001 par value, 100,000 shares authorized, 76,500 and 71,500 shares issued and outstanding, respectively 77 Additional paid-in capital 484 Accumulated (deficit) (34,507) ----------------- (33,947) ----------------- Total liabilities and stockholders' (deficit) 35,625 =================
STRATEGIC GAMING INVESTMENTS, INC. (A DEVELOPMENT STAGE COMPANY) AUDITED FINANCIAL STATEMENTS
CONSOLIDATED Audited for the period from September 27, 2005 (Date of Inception) through December 31, 2005 ----------------- Revenue $ - Operating expenses General and administrative 33,581 ----------------- Total operating expenses 33,581 ----------------- Loss from operations (33,581) Other income (expenses): - Total other income (expenses) - ----------------- Loss before provision for income taxes (33,581) Provision for income taxes - ----------------- Net loss $ (33,581) ----------------- Basic and diluted loss per common share $ (0) ================= Basic and diluted weighted average common shares outstanding 76,500 =================
STRATEGIC GAMING INVESTMENTS, INC. (A DEVELOPMENT STAGE COMPANY) AUDITED FINANCIAL STATEMENTS
CONSOLIDATED Audited for the period from September 27, 2005 (Date of Inception) through December 31, 2005 ----------------- Cash flows from operating activities: Net loss $ (33,581) Consolidation adjustment (924) Adjustments to reconcile net loss to net cash used by operating activities: Changes in operating assets and liabilities: Change in accounts payable 10,612 Depreciation and amortization 1,411 Change in loans receivable (29,119) ----------------- Net cash used by operating activities (51,603) Cash flows from investing activities: Investment in UPL - Purchase of Intangible Assets (7,775) Purchase of property and equipment - ----------------- Net cash used by investing activities (7,775) Cash flows from financing activities: Advances from related party 59,420 Intercompany loan - Proceeds from issuance of common stock 100 Net cash provided by financing activities 59,520 ----------------- Net increase in cash 142 Cash, beginning of period - ----------------- Cash, end of period $ 142 ================= Supplementary cash flow information: Cash payments for income taxes $ - ================= Cash payments for interest $ - =================
Additional Total Common Stock Paid-in Accumulated Stockholders' Shares Amount Capital Deficit Equity ---------- ---------- ------------ -------------- ------------ Balance at September 27, 2005 (date of inception) 71,500 $ 72 $ 389 $ - $ 460 Shares issued for merger with UPL 5,000 5 95 100 Record accumulated deficit of UPL - - - (926) (926) Net Loss - - - (33,581) (33,581) Balance, December 31, 2005 76,500 77 $ 484 $ (34,507) $ (33,947)
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 tournament 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. Acquisitions and Capital Restructure - On October 26, 2005, the Company completed an Agreement and Plan of Reorganization ("Agreement") with The Ultimate Poker League, Inc. ("Ultimate Poker League"). As a result of the acquisition, there was a change in control of the entity, The Ultimate Poker League, Inc. For accounting purposes, Ultimate Poker League shall be the subsidiary of the Company. The transaction is accounted for using the purchase method of accounting. The total purchase price and carrying value of net assets acquired of the Company was $0. The results of operations of Ultimate Poker League subsequent to the Agreement are included in the Company's consolidated statement of losses. Effective with the Agreement, all previously outstanding common stock owned by Ultimate Poker League's stockholders were exchanged for an aggregate of 5,000 shares of the Company's common stock. The value of the stock that was issued was the historical cost of the Company's net tangible assets, which did not differ materially from their fair value. In accordance with SFAS No. 141, the Company is the acquiring entity. Going concern - The Company incurred net losses of approximately $33,581 from the period of inception, September 27, 2005, through December 31, 2005 and has not commenced its operations, rather, it is 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 fiscal year end is December 31. Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 inception, September 27, 2005, through December 31, 2005, no options and warrants were excluded from the computation of diluted earnings per share because their effect would be antidilutive. Comprehensive income (loss) - There have been no comprehensive income or loss items as of December 31, 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 its activities. 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 inception, September 27, 2005, through December 31, 2005. Legal Proceedings - As of December 31, 2005, the Company is not aware of, nor is it involved in any pending legal proceedings. 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 December 31, 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. The amortized value at December 31, 2005, was $6,364. New accounting pronouncements - In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure". SFAS No. 148 amends the transition and disclosure provisions of SFAS No. 123. The Company is currently evaluating SFAS No. 148 to determine if it will adopt SFAS No. 123 to account for employee stock options using the fair value method and, if so, when to begin transition to that method. In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handing costs, and spoilage. This statement requires that those items be recognized as current period charges regardless of whether they meet the criterion of "so abnormal" which was the criterion specified in ARB No. 43. In addition, this Statement requires that allocation of fixed production overheads to the cost of production be based on normal capacity of the production facilities. This pronouncement is effective for the Company beginning October 1, 2005. The Company has not yet assessed the impact on adopting this new standard. In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for the Company in the first interim or annual reporting period beginning after December 15, 2005. The Company expects the adoption of this standard will have a material impact on its financial statements. In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29 "effective for nonmonetary asset exchanges occurring in the fiscal year beginning January 1, 2006. SFAS No. 153 requires that exchanges of productive assets be accounted for at fair value unless fair value cannot be reasonably determined or the transaction lacks commercial substance. SFAS No. 153 is not expected to have a material effect on the company's Consolidated Financial Statements. In May 2005, the FASB issued SFAS 154, "Accounting Changes and Error Corrections - a Replacement of APB Opinion No. 20 and FASB Statement No. 3". SFAS 154 requires retrospective application to prior period financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 also redefines "restatement" as the revising of previously issued financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not believe that the adoption of SFAS 154 will have a significant impact on the financial statements. 2. PROPERTY AND EQUIPMENT As of December 30, 2005, the Company does not own any property and/or equipment. 3. BUSINESS COMBINATION Effective October 26, 2005, the Company acquired the assets of The Ultimate Poker League, Inc. (The Ultimate Poker League) for an stock issuance of 5,000 shares common stock. The acquisition has been accounted for as a purchase. The assets were recorded at their historical cost basis. The Ultimate Poker League was organized in 2005 and is engaged in starting a national team poker league contest. The Ultimate Poker League had a net loss of $926 prior to October 26, 2005. Accordingly, the following unaudited pro-forma summary statement of operations gives effect to when The Ultimate Poker League came into existence.
Year ended December, 2005 (Unaudited) Pro-forma Pro-forma As reported adjustments (loss) Costs and expenses: $ (33,581) $ (926) $ (34,507) Other income (expense) Other income - - - Net (loss) before discontinued operations (33,581) (926) (34,507) Loss from discontinued operations - - - Net loss $ (33,581) $ (926) $ (34,507)
4. STOCKHOLDERS EQUITY The Company has 100,000 shares authorized and 76,500 issued and outstanding as of December 31, 2005. The issued and outstanding shares were issued as follows: On September 27, 2005 the Company issued the following shares: 34,000 common shares, no par, were issued to Larry Schroeder, a Company founder. 30,000 common shares, no par, were issued to S. Matthew Schultz, a Company founder. 7,500 common shares, no par, were issued to Jason F. Griffith, a Company founder. On October 26, 2005, Articles of Exchange reflecting the merger between The Ultimate Poker League, Inc. ("Ultimate Poker League") and the Company were filed. Pursuant the Agreement and Plan of Reorganization, the Company's shareholders exchanged 5,000 shares common stock in the Company for 100,000 shares common stock in Ultimate Poker League. Specifically, each Ultimate Poker League shareholder received a pro rata portion of the Company's shares based on the number of Ultimate Poker League shares exchanged. 5. ADVANCES FROM RELATED PARTIES As of December 31, 2005, the Company has the following advances from related parties: Larry Schroeder, the Company's President, has loaned the Company $46,487 in the form of cash. This advance is non interest bearing and has no due date assigned to it. Jason Griffith, the Company's Secretary and Treasurer, has loaned the Company $4,643 in the form of $1143 in direct payment of various bills in 2005 and $3,500 in the form of cash. This advance is non interest bearing and has no due date assigned to it. Anthony Marsiglia, the Company President for The Ultimate Poker League, 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. 6. RELATED PARTY TRANSACTIONS As of December 31, 2005, the Company has the following loans receivable: $29,119 loaned to Left Right Marketing Technology, Inc. in the form of direct payment of $19,500 for legal fees, $5,000 for accounting fees, $2,500 for escrow fees, $1,472 for stock certificate production fees, and $647 in resident agent fees. This advance is non interest bearing and has no due date assigned to it. There are no other related party transactions between the Company and any officers other than the stock purchases and advances as discussed in Notes 3 and 4, respectively. 7. STOCK OPTIONS As of December 31, 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. 8. SUBSEQUENT EVENTS There have been no subsequent events after the end of the period December 31, 2005, which are material to operations. Left Right Marketing Technology, Inc. S elected Financial Data -Fiscal Years Ended December 31, 200 5 and 200 4 The summary historical financial data should be read in conjunction with the financial statements (and notes thereto) of Left Right Marketing Technology, Inc. and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Prospectus. Year s ended December 31, 2005 2004 (Audited) ----------- ----------- Revenue $ - $ - Cost of Revenue - - ----------- ----------- Gross Margin - - Selling General and Administrative 134,196 1,719,558 Costs associated with rescinded merger - 1,022,015 Bad Debt Expense - - ----------- ----------- Total Expenses 134,196 2,741,573 Operating Income (134,196) (2,741,573) Total Other Income (Expense) (1,787) (2,365) ----------- ----------- Net Income (Loss) (135,983) (2,743,938) Diluted Weighted average Common Shares Outstanding (Adjusted for 1:1000 reverse split on 09/20/05) 87,888 52,733 Net income (loss) per share (diluted) $ (1.55) ( 52.03 ) Total Assets $ - $ - Total Liabilities $ 1,192,895 $ 1,130,383 Shareholders' equity $ (1,192,895) $ (1,130,383)
Left Right Marketing Technology, Inc. Summary Financial Information 3 Months ended March 31, 2005 and 2004
Three Months ended March 31, 2005 2004 (Audited) ----------- ----------- Revenue $ - $ - Cost of Revenue - - ----------- ----------- Gross Margin - - Selling General and Administrative 73,731 1,246,255 Costs associated with rescinded merger 1,214 - Bad Debt Expense - 279,617 Professional and consulting fees - 26,240 Other general and admin expenses - 52,946 ----------- ----------- Total Expenses (74,945) 1,605,058 Operating Income (74,945) (1,605,058) Total Other Income (Expense) (1,566) (330) ----------- ----------- Net Income (Loss) (76,511) $(1,605,388) Diluted Weighted average Common Shares outstanding 59,715,614 43,678,503 Net income (loss) per share (diluted) $ (0.00) $ (0.04) Total Assets $ - $ 164,200 Total Liabilities $ 1,164,893 $ 922,009 Shareholders' equity $(1,164,893) $ (757,809)
Left Right Marketing Technology, Inc. Summary Financial Information Three and Six Months ended June 30, 2005 and 2004
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 ============================================================== Total Assets $ - $ 293,941 Total Liabilities $ 1,130,383 $ 2,484,472 Shareholders' equity $ (1,130,383) $ (2,190,531)
Left Right Marketing Technology, Inc. Summary Financial Information Three and Nine Months ended September 30, 2005 and 2004
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 Total Assets $ - $ 836,845 Total Liabilities $ 1,199,309 $ 3,301,966 Shareholders' equity $ (1,199,309) $ (2,465,121)
The historical audited financial statements for Left Right Marketing Technology, Inc. are provided below for the fiscal years ended December 31, 2005 and 2004. In addition, the reviewed financial statements for Left Right Marketing Technology, Inc. immediately follow for the three, six and nine months ended March 31, June 30 and September 30, 2005 and 2004. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Audit Committee of Left Right Marketing Technology, Inc. 585 West 500 South #180 Bountiful, Utah 84010 We have audited the accompanying balance sheet of Left Right Marketing Technology, Inc. as of December 31, 2005, and the related statements of operations, changes in stockholders' equity and cash flows for the years ended December 31, 2005 and 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, 2005, and the results of its operations and its cash flows for the year ended December 31, 2005 and 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 March 15, 2005 LEFT RIGHT MARKETING TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) AUDITED FINANCIAL STATEMENTS
Audited As of December 31, 2005 ----------------- ASSETS Current assets Cash $ - ----------------- Total current assets - Total assets $ - ================= LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable $ 74,281 Accounts payable - related party 30,000 Notes payable 250,000 Advances from related party 73,102 Accrued payroll 461,963 Contingency payable 25,000 Payroll tax accrual 278,549 ----------------- Total current liabilities 1,192,895 ----------------- Total liabilities 1,192,895 ----------------- Stockholders' deficit Common stock; $.001 par value; 100,000,000 authorized and 98,804 shares issued and outstanding as of December 31, 2005 99 Additional paid-in capital 3,118,797 Preferred Stock (25,000,000 shares authorized and zero issued and outstanding) - Accumulated deficit (4,311,791) ----------------- Total stockholders' (deficit) (1,192,895) ----------------- Total liabilities and stockholders' deficit $ - =================
LEFT RIGHT MARKETING TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) AUDITED FINANCIAL STATEMENTS
Audited 12 months ended December 31, 2005 December 31, 2004 ----------------- ----------------- Revenue $ - $ - ----------------- ----------------- Operating expenses General and administrative 134,196 1,719,558 Costs associated with rescinded merger - 1,022,015 ----------------- ----------------- Total operating expenses 134,196 2,741,573 ----------------- ----------------- Loss from operations (134,196) (2,741,573) Other income (expenses): Interest expense (1,787) (2,365) ----------------- ----------------- Total other income (expenses) (1,787) (2,365) ----------------- ----------------- Net loss $ (135,983) $ (2,743,938) ----------------- ----------------- Basic and diluted loss per common share $ (1.55) $ (52.03) ----------------- ----------------- Basic and diluted weighted average common shares outstanding Note: Share adjusted for 1:1000 reverse split on 9/20/05 87,888 52,733 ----------------- -----------------
LEFT RIGHT MARKETING TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) AUDITED FINANCIAL STATEMENTS
Additional Total Common Stock Paid-in Accumulated Stockholders' Shares Amount Capital Deficit Deficit ----------- ---------- ------------ -------------- ------------ Balance at December 31, 2003 43,193 $ 43 $ 768,406 $ (1,431,870) $ (663,421) ----------- ---------- ------------ -------------- ------------ Correction of fractional shares held in 2003 3,634 4 4 Balance at December 31, 2003 46,827 $ 47 $ 768,406 $ (1,431,870) $ (663,417) ----------- ---------- ------------ -------------- ------------ Shares issued for services 6,628 7 400,477 400,484 Shares issued for cash 845 1 453,099 453,100 Shares issued for compensation 2,050 2 1,024,998 1,025,000 Debt forgiveness - related party 398,393 398,393 Net loss (2,743,938) (2,743,938) ----------- ---------- ------------ -------------- ------------ Balance, December 31, 2004 56,350 $ 56 $ 3,045,373 $ (4,175,808) $ (1,130,379) =========== ========== ============ ============== ============ Shares issued for debt settlements 42,000 42 41,958 - 42,000 Conversion of Debt 454 0 6,484 - 6,484 Debt contributed to APIC - 24,982 - 24,982 Net loss year ended December 31, 2005 (135,983) (135,983) ----------- ---------- ------------ -------------- ------------ Balance, December 31, 2005 98,804 $ 99 $ 3,118,797 $ (4,311,791) $ (1,192,896) =========== ========== ============ ============== ============
LEFT RIGHT MARKETING TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) AUDITED FINANCIAL STATEMENTS
Audited 12 months ended December 31, 2005 December 31, 2004 ----------------- ----------------- Cash flows from operating activities: Net loss $ (135,983) $ (2,743,938) Adjustments to reconcile net loss to net cash used by operating activities: Changes in operating assets and liabilities: Forgiveness of related party payable - 398,393 Stock issued for services and compensation - 1,425,484 (Increase) / decrease in accounts receivable - related party - 62,220 Increase / (decrease) in accounts payable - related party 30,000 (52,149) Increase / (decrease) in accounts payable 1,314 (505,389) Increase / (Decrease) in accrued expenses - (15,628) Increase / (decrease) in accrued payroll 28,193 433,771 Increase / (decrease) in contingency payable (25,000) 50,000 Increase / (decrease) in payroll tax accrual 6,281 272,269 ----------------- ----------------- Net cash used by operating activities (95,195) (674,968) Cash flows from investing activities: Reduction in bank overdraft (19,908) (28,132) ----------------- ----------------- Net cash used by investing activities (19,908) (28,132) Cash flows from financing activities: Advance from related party 115,103 - Increase in notes payable - 250,000 Proceeds from issuance of common stock - 453,100 ----------------- ----------------- Net cash provided by financing activities 115,103 703,100 ----------------- ----------------- Net increase in cash (0) 0 Cash, beginning of period 0 - ----------------- ----------------- Cash, end of period / bank overdraft $ (0) $ 0 ================= ================= Supplementary cash flow information: Cash payments for income taxes $ - $ - ================= ================= Cash payments for interest $ - $ 2,365 ================= ================= Non-cash activities: Stock issued for settlement of debt - related party 42,000 - Stock issued for settlement of debt 6,484 Accounts payable contributed to APIC (24,982) - Related party payable contributed to APIC - 398,393 ================= =================
LEFT RIGHT MARKETING TECHNOLOGY, INC. (FORMERLY GLOBAL GAMING TECHNOLOGY, INC) NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES Description of business and history - 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 M. "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. The company has entered into a merger agreement with Strategic Gaming Investments, Inc.. The company plans to be in the business of gaming, specializing in poker, and the entertainment and hospitality industries. Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 inception, September 27, 2005, through December 31, 2005, no options and warrants were excluded from the computation of diluted earnings per share because their effect would be antidilutive. Comprehensive income (loss) - There have been no comprehensive income or loss items as of December 31, 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 its activities. 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 January 1, 2005, through December 31, 2005. Legal Proceedings - As of December 31, 2005, the Company is not aware of, nor is it involved in any pending legal proceedings. New accounting pronouncements - In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure". SFAS No. 148 amends the transition and disclosure provisions of SFAS No. 123. The Company is currently evaluating SFAS No. 148 to determine if it will adopt SFAS No. 123 to account for employee stock options using the fair value method and, if so, when to begin transition to that method. In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for the Company in the first interim or annual reporting period beginning after December 15, 2005. The Company expects the adoption of this standard will have a material impact on its financial statements. In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handing costs, and spoilage. This statement requires that those items be recognized as current period charges regardless of whether they meet the criterion of "so abnormal" which was the criterion specified in ARB No. 43. In addition, this Statement requires that allocation of fixed production overheads to the cost of production be based on normal capacity of the production facilities. This pronouncement is effective for the Company beginning October 1, 2005. The Company has not yet assessed the impact on adopting this new standard. In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29 "effective for nonmonetary asset exchanges occurring in the fiscal year beginning January 1, 2006. SFAS No. 153 requires that exchanges of productive assets be accounted for at fair value unless fair value cannot be reasonably determined or the transaction lacks commercial substance. SFAS No. 153 is not expected to have a material effect on the company's Consolidated Financial Statements. In May 2005, the FASB issued SFAS 154, "Accounting Changes and Error Corrections - a Replacement of APB Opinion No. 20 and FASB Statement No. 3". SFAS 154 requires retrospective application to prior period financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 also redefines "restatement" as the revising of previously issued financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not believe that the adoption of SFAS 154 will have a significant impact on the financial statements. 2. GOING CONCERN The Company incurred net losses of approximately $123,479 from the period from January 1, 2005, through December 31, 2005, and currently has no source of revenue, 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. 3. PROPERTY AND EQUIPMENT As of December 31, 2005, the Company does not own any property and/or equipment. 4. STOCKHOLDERS EQUITY The Company has 95,170 common shares issued and outstanding as of December 31, 2005. The issued and outstanding shares were issued as follows: During 2005, the stock transfer agent advised management that the common stock balances were reported in error and was adjusted by 3,634 (post reverse) shares. On March 15, 2005, the Company entered into an Equity-For-Debt Agreement with S. Matthew Schultz, the Company's Vice-President. The Company 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. 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. 5. ADVANCES FROM RELATED PARTIES As of December 31, 2005, the Company has the following advances from related parties: Larry Schroeder, the Company's President, has loaned the Company $9,709 in the form of a direct payment of a bill. This advance is non interest bearing and has no due date assigned to it. S. Matthew Schultz, the Company's Vice-President, has loaned the Company $31,278 in the form of $17,632 in cash and $13,646 in the payment of various bills and travel expenses throughout 2005. This advance is non interest bearing and has no due date assigned to it. Jason Griffith, the Company's Treasurer, has loaned the Company $2,996 in the form of direct payment of various bills throughout 2005. This advance is non interest bearing and has no due date assigned to it. 6. RELATED PARTY TRANSACTIONS As of December 31, 2005, the Company has the following loans payable: The company owes $30,000 to Franklin Griffith & Associates, an accounting firm which Jason Griffith is the majority owner, for services during 2005. $29,119 loaned from Strategic Gaming Investments, Inc. This advance is non interest bearing and has no due date assigned to it. There are no other related party transactions between the Company and any officers other than the stock purchases and advances as discussed in Notes 3 and 4, respectively. 7. 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. 8. 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. The term of the warrant expires on September 7, 2005. As of December 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. The term of the warrant expires on October 1, 2005. As of December 31, 2005, this note has not been settled and is considered delinquent. 9. STOCK OPTIONS As of December 31, 2005, the Company does not have any stock options or warrants outstanding, nor does it have any written or verbal agreements for the issuance or distribution of stock options at any point in the future. 10. PAYROLL LIABILITY In connection with the merger of Crazy grazer as discussed above, the Company has recorded $461,963 in accrued payroll and $278,549. Based on discussions with counsel and the Internal Revenue Service, management has reason to believe that certain of these liabilities and perhaps all of them should revert back to Crazygrazer as a result of the rescission agreement. At December 31, 2005 the ultimate resolution of this matter has not been concluded. Accordingly, the Company has not removed the liabilities. At the time that an ultimate resolution is determined, to the extent that the Company is not responsible for these liabilities, they will be credited to additional paid in capital as a follow-up to the rescission agreement. During 2005, the Company determined that prior recorded accounts payable of $24,982 is no longer the liability of the companies when the recession for the merger between Crazy Grazer and the company became effective. Management contributed the accounts payable to additional paid in capital instead of recording a loss contingency. 11. SUBSEQUENT EVENTS The Company has entered into a merger agreement with Strategic Gaming Investments, Inc. A proxy statement was filed in November of 2005, but the merger is not yet effective. There have been no other subsequent events after the end of the year ended December 31, 2005, which are material to operations. 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 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 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
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 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 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. 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. 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. 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:
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. 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. 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. 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. 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. Management's Discussion and Analysis of Financial Condition and Results of Operations. 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. Unaudited Financial Statements Left Right Marketing Technology, Inc. Three and Nine Months Ended September 30, 2005 and 2004 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. Management's Discussion and Analysis of Financial Condition and Results 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. Unaudited Financial Statements Left Right Marketing Technology, Inc. Three and Six Months Ended June 30, 2005 and 2004 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. 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 $ -- $ -- ============ ===========
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 ============================== ===============================
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 $ -- $ -- ========= ============
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. Management's Discussion and Analysis of Financial Condition and Results 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. Unaudited Financial Statements Left Right Marketing Technology, Inc. Three Months Ended March 31, 2005 and 2004 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. Management's Discussion and Analysis of Financial Condition and Results of Operations. 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. 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 LRMT, SGI and UPL for the fiscal year ended December 31, 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 Fiscal Year Ended December 31, 2004 December 31, 2005 (Audited) (Unaudited) ----------------- ------------------ Revenue $ - $ - Cost of Revenue - - ----------------- ------------------ Gross Margin - - Selling General and Administrative 1,719,558 167,777 Costs associated with rescinded merger 1,022,015 - ----------------- ------------------ Total Expenses 2,741,573 167,777 Operating Income (2,741,573) (167,777) Total Other Income (Expense) (2,365) (1,787) ----------------- ------------------ Net Income (Loss) $ (2,743,938) $ (169,564) Total Assets $ - $ 6,506 Total Liabilities $ 1,130,383 $ 1,233,348 Shareholders' equity $ (1,130,383) $ (1,226,842)
PRO FORMA INFORMATION. The pro forma information required consists of the pro forma condensed combined financial statements of the Company for the fiscal year ended December 31, 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.):
LRMT SGI Combined Unaudited Unaudited Unaudited As of As of As of December 31, 2005 December 31, 2005 Adjustments December 31, 2005 ----------------- ----------------- ----------- ------------------ ASSETS Current assets Cash $ - $ 142 $ - $ 142 Advances to related parties - 29,119 (29,119)(a) - ----------- ----------- ----------- ----------- Total current assets - 29,261 (29,119) 142 Intangible assets, net of accumulated amortization - 6,364 - 6,364 ----------- ----------- ----------- ----------- Total assets $ - $ 35,625 $ (29,119) $ 6,506 =========== =========== =========== =========== LIABILITIES AND STOCKHOLDERS' (DEFICIT) Current liabilities Accounts payable $ 74,281 $ 10,612 $ - $ 84,893 Accounts payable - related party 30,000 - - 30,000 Loans payable 250,000 - - 250,000 Advance from related party 73,102 58,960 (29,119)(a) 102,943 Accrued payroll 461,963 - - 461,963 Contingency payable 25,000 - - 25,000 Payroll tax accrual 278,549 - - 278,549 ----------- ----------- ----------- ---------- Total current liabilities 1,192,895 69,572 (29,119) 1,233,348 Total liabilities 1,192,895 69,572 (29,119) 1,233,348 Stockholders'(deficit) Common stock; $.001 par value; 98,804 and 56,350 shares issued and outstanding as of December 31, 2005 and December 31, 2004, respectively 99 77 7,573(b) 7,749 Additional paid in capital 3,118,797 484 (3,118,797)(c) 484 Preferred Stock - - - - Accumulated deficit - (34,507) 3,111,224(d) (1,235,074) ----------- ----------- ----------- ----------- Total stockholders' (deficit) (33,947) (1,192,895) (1,226,842) Total liabilities and stockholders' deficit $ - $ 35,625 $ (29,119) $ 6,506 =========== =========== =========== =========== (a). Adjustment to reflect consolidation of related party debt (b). Adjustment to reflect outstanding common shares post reverse with Strategic Gaming Investments, Inc. of 7,748,804. (c). Eliminate additional paid-in capital of Left Right Marketing Technology Inc. post reverse merger with Strategic Gaming Investments, Inc. (d). Eliminate deficit earnings of Left Right Marketing Technology, Inc. post reverse merger, record $3,111,224 of reverse merger expense.
LRMK SGI Combined Fiscal year ended Fiscal year ended Fiscal year ended December 31, 2005 December 31, 2005 Adjustments December 31, 2005 (Unaudited) (Unaudited) (Unaudited) ------------------ ------------------ ----------- ------------------ Revenue Operating expenses General and administrative $ 134,196 $ 33,581 $ - $ 167,777 ---------------- ---------------- ----------- ---------------- Total operating expenses 134,196 33,581 - 167,777 Loss from operations (134,196) (33,581) - (167,777) Other income (expenses): Interest expense (1,787) - - (1,787) ---------------- ---------------- ----------- ---------------- Total other income (expense) (1,787) - - (1,787) ---------------- ---------------- ----------- ---------------- Net loss (135,983) (33,581) - (169,564) Discontinued operations - - - - Net loss $ (135,983) $ (33,581) - $ (169,564) ================ ================ =========== ================
INFORMATION ABOUT THE PARTIES TO THE AGREEMENT. The Company is current on all requisite filings required pursuant to the Securities Exchange Act of 1934, as amended. 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 December 31 , 2005, is set forth herein. 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. Each team is comprised of four (4) members. While each member of the team competes individually, their respective performance is aggregated with the other team members for the purpose of determining the winning team. This is true at the local contest level and at the "finals" to be held in Las Vegas, Nevada. At the finals, there will only be one contestant remaining at the end of the contest. This is the nature of all poker contests. The goal is to be the last person remaining at the end of the contest. In other words, the team that has the last person with poker chips will be declared the winning team and will win the $1,000,000 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. Currently aired poker television shows deal strictly with the poker "tournament". We will be offering a poker "contest" to amateur contestants, and unlike the existing poker programming, we intend to have footage on the amateur contestants outside of the poker contests detailing the daily lives of selected teams and contestants and their respective attempts to make the "finals" in Las Vegas, Nevada. No existing poker programming offers this type of "behind the scenes" footage. 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 We have undertaken significant research and determined that gaming regulation of The Ultimate Poker League contest is not probable. The reason gaming regulation is not probable is that The Ultimate Poker League is a contest in which participants compete for a prize consisting of an all expenses paid trip to Las Vegas and entry into the finals. The Ultimate Poker League is not a tournament. In addition, the finals will be held at a licensed casino and the $1,000,000 grand prize will be paid by the licensed casino. 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. State and local regulations relating to contests and/or sweepstakes/games of chance generally require a detailed list of the official contest rules and procedures to be provided to all contestants upon entry, as well as on a website. We intend to provide all of the above and additional information, where applicable, required by the respective states in which we offer The Ultimate Poker League "contest" to remain fully compliant. We intend to utilize the extensive experience of Anthony Marsiglia, President of The Ultimate Poker League, Inc., in operating the "contests". Mr. Marsiglia has more than twenty years of experience in operating sweepstakes and contests for small, medium and large corporations. UPL will consist of four-week contests, with the winning four-person teams from each of the cities in which the contest is being held winning a prize consisting of, inter alia, an all expense paid trip to the finals at a Las Vegas, Nevada licensed casino. Similar to Nevada, the laws of the other states in which we intend to offer the Poker League contest will not require the Company to obtain a gaming license as the Company is merely operating a contest. 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 or any other state listed below as we are not required to do so. We intend to utilize league supervisors licensed by the Nevada Gaming Commission to oversee "contest" play as these professionals are best equipped to ensure proper play, making rulings as necessary during contest play, and tallying poker chip counts for each member of each team at the end of each nightly session during the initial four weeks of the contest. 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 We are not required to obtain licensing in any of the eleven states listed below as we are a contest operator, similar to a tour operator offering trips to Las Vegas, Nevada. We are not considered a supplier or vendor. As set forth in the American Gaming Association website, located at www.americangaming.org, in order to do business with commercial casinos, suppliers and vendors must meet strict licensing requirements, which help prevent organized crime and other criminal operations. Some jurisdictions not only require licensing for major gaming equipment manufacturers (i.e., slot machine manufacturers) but also suppliers and vendors that meet certain gross gaming revenue thresholds. The following includes supplier/vendor licensing requirements (none of which are applicable to the Company, UPL or SGI) for the eleven commercial casino states. COLORADO Business Gaming License: This type of license is required for any company or individual that manufactures or distributes approved slot or video machines and component parts. FEES
APPLICATION FEE LICENSING FEEBACKGROUND DEPOSIT License Type Type 1*Type 2** Type 1* Type 2** Retailer $1,000 $2,000 $1,250 $5,000 $10,000 Operator $500 $1,000 $1,000 $5,000 $10,000 Manufacturer/ $1,000 $5,000 $10,000 Distributor
*A group of six or fewer individuals (all Colorado residents) with at least 5 percent interest in the business **All others not falling within Type 1 Licenses are valid for one year and may be renewed by the Colorado Division of Gaming. Renewal fees are the same as issuance fees minus the background deposit. The Colorado Division on Gaming does not require vendors of nongaming products or services to be licensed by the state. ILLINOIS Supplier's License: This type of license is required for any company or individual that provides equipment devices, services or supplies to a licensed riverboat gambling operator. Application Fee: $10,000 (If the cost of the applicant's investigation exceeds the applicant's fee, the fee may be increased.) Supplier's License Fee: $5,000 annually The Illinois Gaming Board does not require vendors of nongaming products or services to be licensed by the state. INDIANA Supplier's License: This type of license is required for any company or individual intending to distribute gaming equipment, services and/or supplies, which conform to the commission's standards, to a licensed riverboat gambling operation. Application Fee: $10,000 (nonrefundable) Supplier's License Fee: $5,000 annually The Indiana Gaming Commission does not require vendors of nongaming products or services to be licensed by the state. IOWA Distributor's License: This type of license is required for any company or individual that sells, markets or distributes gaming-related devices and/or equipment. Manufacturer's License: This type of license is required for any company or individual that designs, assembles, fabricates, produces, constructs or prepares gambling-related products or components. Distributor's License Fee: $1,000 annually Manufacturer's License Fee: $250 annually The Iowa Racing and Gaming Commission does not require vendors of nongaming products or services to be licensed by the state. However, the commission must approve business transactions between a supplier/vendor and a gaming operator that exceed $100,000 during a 12-month period. LOUISIANA Manufacturers of Slots Permit: This type of license is required for a company or individual that manufacturers an electronic gaming device. Gaming Manufacturers Other Than Slots Permit: This type of license is required for a company or individual that manufactures any casino game other than an electronic gaming device. Gaming Supplier Permit: This type of license is required for a company or individual that supplies, sells, leases or repairs, or contracts to supply, sell, lease, or repair gaming-related devices, equipment, supplies, or services to or for licensed gaming operators. Manufacturers of Slots Permit Fee: $15,000 annually Gaming Manufacturers Other Than Slots Permit Fee: $7,500 annually Gaming Supplier Permit Fee: $3,000 annually Nongaming Supplier Permit: This type of license is required for a company or individual whose one-year gaming revenue equals or exceeds $100,000 per gaming operator. Nongaming Supplier Permit Fee: $250 annually MICHIGAN Supplier License: This type of license is required for any company or individual providing gaming-related services. Supplier licensing requires a background investigation lasting approximately three months. There are cases in which companies can apply for an exemption to the supplier licensing process (outlined in Resolution 2003-07, adopted by the Michigan Gaming Control Board in December 2003). FEES
YEARLY GAMING REVENUECOST Less than $100,000 $500 $100,000 - $500,000 $1,000 More than $500,000 $2,500
Supplier License Fee: $5,000 annually In addition these fees, applicants also are responsible for any fees incurred by the board during its licensing investigation. Vendor Registration Number: This type of license is required for any company or individual with gaming revenues exceeding $600 during a 12-month period. Supplier License: This type of license is required for any company or individual with gaming revenues during a 12-month period equaling or exceeding $200,000 with one casino, or $400,000 with more than one casino. Supplier License Application Fee:
YEARLY GAMING REVENUECOST $100,000 - $500,000 $1,000 More than $500,000 $2,500
Supplier License Fee: $5,000 annually In addition to these fees, applicants also are responsible for any fees incurred by the board during its licensing investigation. MISSISSIPPI Distributor's License: This type of license is required for any company or individual that lends, leases, sells, gives or distributes in any other manner gaming devices and equipment used in Mississippi. Manufacturer's License: This type of license is required for companies or individuals that manufacture, assemble, or modify any gaming device used in Mississippi. Distributor's License -APPLICATION FEE: $500 -LICENSING FEE: $500 every three years Manufacturer's License -APPLICATION FEE: $1,000 -LICENSING FEE: $1,000 every three years The Mississippi Gaming Commission does not require vendors of nongaming products or services to be licensed by the state. MISSOURI Supplier's License: This type of license is required for any company or individual that provides equipment devices, services or supplies to a licensed riverboat gambling operator. Affiliate Supplier's License: This type of license is required for any affiliate of a company or individual that provides equipment devices, services or supplies to a licensed riverboat gambling operator. An affiliate is "a person that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified." Supplier's License -APPLICATION FEE: $10,000 (If the cost of the applicant's investigation exceeds the applicant's fee, the fee may be increased.) -LICENSING FEE: $5,000 annually Affiliate Supplier's License -APPLICATION FEE: $10,000 (If the cost of the applicant's investigation exceeds the applicant's fee, the fee may be increased.) -LICENSING FEE: $5,000 annually The Missouri Gaming Commission does not require vendors of nongaming products or services to be licensed by the state. NEVADA Distributor's License: This type of license is required for any company or individual intending to sell or distribute any gaming device for use in Nevada. Manufacturer's License: This type of license is required for any company or individual intending to assemble or manufacture any gaming device for use in Nevada. Distributor's License Fee: $500 annually Manufacturer's License Fee: $1,000 annually The Nevada Gaming Control Board does not require vendors of nongaming products or services to be licensed by the state. NEW JERSEY Casino Service License: This type of license is required for a company or individual that provides any gaming-related goods or services. Application Fee: $2,000 (non-refundable) Vendor Registration Form: A casino purchasing at least $10,000 in products and services from a company or individual during a 12-month period is required to file a Vendor Registration Form on behalf of that company or individual Nongaming Products and Services Casino Service License (nongaming): This type of license is required for a company or individual with gaming revenues during a 12-month period equaling or exceeding $75,000 with one casino or $225,000 with more than one casino. Application Fee: $2,000 (nonrefundable) Vendor Registration Form: A casino purchasing at least $10,000 in products and services from a company or individual during a 12-month period is required to file a Vendor Registration Form on behalf of that company or individual SOUTH DAKOTA Slot Machine Manufacturer/Distributor License: This type of license is required for any company or individual that manufactures or distributes slot machine- related products and services for use in South Dakota. Application Fee: $5,000 Slot Machine Manufacturer/Distributor License Fee: $1,000 for the first year, $250 for subsequent years The South Dakota Commission on Gaming does not require vendors of nongaming products or services to be licensed by the state. 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 $ 34,507 for the period from inception on September 27, 2005 through December 3 1, 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 set forth in this Information Statement 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 December 31 , 2005. LITIGATION. SGI is not aware of, nor is it involved in any, pending or threatened legal proceedings. PROPERTY AND EQUIPMENT. As of December 31 , 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 December 3 1, 2005, the date of the most recent audit of the financial statements of SGI, SGI had 71,500 shares of common stock issued and outstanding . 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 December 31 , 2005, SGI had no outstanding loans from stockholders. RELATED PARTY TRANSACTIONS. As of December 31 , 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 December 3 1, 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 95,229 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 reports of the Company listed below are provided in this Information Statement . 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: 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: March 17, 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 EXHIBIT 1 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 EXHIBIT 2 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: December 28, 2005 /s/ Lawrence S. Schroeder _________________________ Lawrence S. Schroeder President /s/ Jason F. Griffith _____________________ Jason F. Griffith Secretary EX-3 4 ex_annexc.txt EXHIBIT 3 ANNEX C Reserved EX-4 5 ex_annexd.txt EXHIBIT 4 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_consentlrmk05.txt AUDITOR CONSENT - 05 LRMK 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 Left Right Marketing Technology, Inc. on Form 14-C of our Auditors' Report, dated March 15, 2006, on the balance sheet of Left Right Marketing Technology, Inc. as of December 31, 2005 and the related statement of operations, changes in stockholders' equity, and cash flows for the year ended December 31, 2005. /s/ Beadle, McBride, Evans & Reeves, LLP ---------------------------------------- Beadle, McBride, Evans & Reeves, LLP March 17, 2006 Las Vegas, Nevada EX-7 7 ex_consentlrmk04.txt AUDITOR CONSENT - 04 LRMK 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 Left Right Marketing Technology, Inc. on Form 14-C of our Auditors' Report, dated April 27, 2005, on the balance sheet of Left Right Marketing Technology, Inc. as of December 31, 2004 and the related statement of operations, changes in stockholders' equity, and cash flows for the year ended December 31, 2004. /s/ Beadle, McBride, Evans & Reeves, LLP ---------------------------------------- Beadle, McBride, Evans & Reeves, LLP March 17, 2006 Las Vegas, Nevada EX-8 8 ex_consentsgi.txt AUDITOR CONSENT - SGI 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 March 17, 2006, on the consolidated balance sheet of Strategic Gaming Investments, Inc. as of December 31, 2005 and the related consolidated statement of operations, changes in stockholders' equity, and cash flows from inception of September 27, 2005 to December 31, 2005. /s/ Beadle, McBride, Evans & Reeves, LLP ---------------------------------------- Beadle, McBride, Evans & Reeves, LLP March 17, 2006 Las Vegas, Nevada -----END PRIVACY-ENHANCED MESSAGE-----