-----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, IZRIp5gGSbVqfZER6jysQ+H3Kfk6iim7bPFtSD0D9MPxNOE2vDG13Bv9i4kr8T13 4UOTJhkETTYHzL30Xhmy1A== 0001227528-05-000173.txt : 20051103 0001227528-05-000173.hdr.sgml : 20051103 20051103132124 ACCESSION NUMBER: 0001227528-05-000173 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20051103 DATE AS OF CHANGE: 20051103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEFT RIGHT MARKETING TECHNOLOGY INC CENTRAL INDEX KEY: 0000278165 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 020314487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-09047 FILM NUMBER: 051176128 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 10QSB 1 j10qsb093005.txt 10QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2005 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ___________ to ___________ Commission file number: 000-09047 LEFT RIGHT MARKETING TECHNOLOGY, INC. (Name of small business issuer in its charter) DELAWARE 02-0314487 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 585 WEST 500 SOUTH #180 BOUNTIFUL, UTAH 84010 (Address of principal executive offices) (zip code) Issuer's Telephone Number: (801) 244-4405 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes[X] No [] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS Check whether the Registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS The Registrant has 95,170 outstanding, par value $.001 per share as of November 3, 2005. The Registrant has zero (0) shares of Preferred Stock Series B issued and outstanding as of November 3, 2005. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] 2 TABLE OF CONTENTS Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements...................................... 4 Balance Sheet (unaudited)................................. 5 Statements of Operations (unaudited)...................... 6 Statements of Cash Flows (unaudited)...................... 7 Notes to Financial Statements............................. 8 Item 2. Plan of Operation.......................................... 9 Item 3. Controls and Procedures..................................... 10 PART II. OTHER INFORMATION Item 1. Legal Proceedings......................................... 11 Item 2. Unregistered Sales of Equity and Use of Proceeds.......... 11 Item 3. Defaults upon Senior Securities........................... 11 Item 4. Submission of Matters to a Vote of Security Holders....... 11 Item 5. Other Information.......................................... 11 Item 6. Exhibits and Reports on Form 8-K........................... 12 Signatures........................................................... 12 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. The condensed financial statements of Left Right Marketing Technology, Inc., ("LRMT") included herein have been prepared in accordance with the instructions to quarterly reports on Form 10-QSB pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote data necessary for fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. It is therefore suggested that these financial statements be read in conjunction with the summary of significant accounting policies and notes to financial statements included in LRMT's Annual Report on Form 10-KSB for the year ended December 31, 2004. In the opinion of management, all adjustments necessary in order to make the financial position, results of operations and changes in financial position at September 30, 2005, and for all periods presented not misleading have been made. The results of operations for the period ended September 30, 2005 are not necessarily an indication of operating results to be expected for the full year ending December 31, 2005. LEFT RIGHT MARKETING TECHNOLOGY, INC. (formerly Global Gaming Technology, Inc.) BALANCE SHEETS
Unaudited Audited As of As of September 30, 2005 December 31, 2004 ------------------ ----------------- ASSETS Current assets Cash $ -- $ -- ------------ ---------- Total current assets -- -- Total assets $ -- $ -- ============ ========== LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable $ 128,264 $ 104,434 Bank overdraft - 19,908 Loans payable 250,000 250,000 Advance from shareholder 43,033 - Accrued payroll 461,963 433,771 Contingency payable 37,500 50,000 Payroll tax accrual 278,549 272,269 ------------ ---------- Total current liabilities 1,199,309 1,130,383 ------------ ---------- Total liabilities 1,199,309 1,130,383 Stockholders' equity Common stock; $.001 par value; 95,170 and 52,716 shares issued and outstanding as of September 30, 2005 and December 31, 2004, respectively 94,718 52,716 Additional paid-in capital 2,999,192 2,992,710 Preferred Stock -- -- Accumulated deficit in development stage (4,293,219) (4,175,808) ------------ --------- Total stockholders' (deficit) (1,199,309) (1,130,383) ------------ --------- Total liabilities and stockholders' equity $ -- $ -- ============ =========
LEFT RIGHT MARKETING TECHNOLOGY, INC. (formerly Global Gaming Technology, Inc.) STATEMENTS OF OPERATIONS
Unaudited Unaudited 9 months ended 3 months ended September 30, 2005 September 30, 2004 September 30, 2005 September 30, 2004 ----------------------------------------- --------------------------------------- Operating expenses General and administrative $ 115,845 $ 3,439,890 $ 12,920 $ 594,672 ----------------------------------------- --------------------------------------- Total operating expenses 115,845 3,439,890 12,920 594,672 ----------------------------------------- --------------------------------------- Loss from operations (115,845) (3,439,890) (12,920) (594,672) Other income (expenses): Interest expense (1,566) (1,210) - (18) ----------------------------------------- --------------------------------------- Total other income (expenses) (1,566) (1,210) - (18) ----------------------------------------- --------------------------------------- Net loss $ (117,411) $ (3,441,100) $ (12,920) $ (594,690) ----------------------------------------- --------------------------------------- Basic and diluted loss per common share $ (1.59) $ (72.90) $ (0.14) $ (11.66) ========================================= ======================================= Basic and diluted weighted average common shares outstanding Note: Share adjusted for 1:1000 reverse split on 9/20/05 73,943 47,203 94,943 50,986
LEFT RIGHT MARKETING TECHNOLOGY, INC. (formerly Global Gaming Technology, Inc.) STATEMENTS OF CASH FLOWS
Unaudited 9 months ended September 30, 2005 September 30, 2004 ------------------ ------------------ Cash flows from operating activities: Net loss $ (117,411) $ (3,441,000) Adjustments to reconcile net loss to net cash used by operating activities: Changes in operating assets and liabilities: (Increase) / Decrease in prepaid expenses - (9,711) (Increase) / Decrease in accounts receivable - (162) Increase / (Decrease) in accounts payable 30,313 2,512,092 Increase / (Decrease) in accrued payroll 28,192 - Increase / (Decrease) in contingency payable (12,500) - Increase / (Decrease) in payroll tax accrual 6,280 - ---------------- ------------------ Net cash used by operating activities (65,126) (938,781) Cash flows from investing activities: Reduction of bank over draft (19,908) - Advances to related parties - (476,892) Advances from related parties - 247,074 Purchase of property and equipment - (4,601) ---------------- ------------------ Net cash used by investing activities (19,908) (234,419) Cash flows from financing activities: Advance from stockholders 85,033 - Proceeds from issuance of common stock - 923,200 Issuance of notes payable - 250,000 ---------------- ------------------ Net cash provided by financing activities 85,033 1,173,200 ---------------- ------------------ Net increase in cash (0) - Cash, beginning of period - - ---------------- ------------------ Cash, end of period / bank overdraft $ (0) $ - ================ ================== Supplementary cash flow information: Debt settled with stock $ 6,484 Debt settled with stock - related party $ 42,000 Cash payments for income taxes $ - $ - ================ ================== Cash payments for interest $ - $ - ================ ==================
LEFT RIGHT MARKETING TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1 - FINANCIAL STATEMENT PRESENTATION The financial statements have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on April 27, 2005. The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal recurring nature. As discussed in the Form 10-KSB for the year ended December 31, 2004, the Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a "going concern", which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company is not a going concern and currently has no assets or continuing source of revenues and the liabilities record as basis of going concern do not reflect any adjustments due to the Companies inabilities to pay them. Management is currently discussing with creditors if, when and how they might those obligation might be paid. Management is looking at potential business opportunities and there is no guarantee any will come to fruition that action can be taken. The diluted loss per share for the company has been calculated on the weighted average number of shares after the reverse stock split. This has been calculated retroactively for the prior periods presented. NOTE 2 - STOCKHOLDERS' EQUITY On August 29, 2005, the Company filed a Schedule 14C, discussing a 1:1,000 reverse stock split, which was effective September 20, 2005. During the third quarter ended September 30, 2005, the Company converted $6,484 of debt into 454 shares of post split common stock. As of September 30, 2005, there were 95,170 shares of common stock outstanding. NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED PAYROLL The Company has $128,264 in accounts payable and approximately $461,900 in accrued payroll as of September 30, 2005. There is additionally a $37,500 contingency payable accrued to cover any potential liabilities not disclosed to the new members of management. During the quarter ended September 30, 2005, this amount was reduced from $50,000. The Company also owes approximately $278,550 in payroll taxes to the IRS for prior quarter's payment of Social Security, Medicare, Unemployment, and Withholding taxes. NOTE 4 - RELATED PARTY TRANSACTIONS Larry Schroeder, the Company's President, has loaned the Company $9,709, this loan is non interest bearing and has no due date assigned to it. Matthew Schultz, the Company's Vice-President, has loaned the Company $31,278, this loan is non interest bearing and has no due date assigned to it. Jason Griffith, the Company's Chief Financial Officer, has loaned the Company $2,046, this loan is non interest bearing and has no due date assigned to it. Item 2. Plan of operation With the exception of historical matters, the matters discussed herein are forward-looking statements that involve risks and uncertainties. Forward- looking statements include, but are not limited to, statements concerning operations and available cash flow. Our actual results could differ materially from the results discussed in such forward-looking statements. The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto appearing elsewhere herein. Overview As a result of the Company's lack of significant revenue generation and considering CrazyGrazer.com's liabilities and lack of assets, the Company's new management, CrazyGrazer.com and Richard M. Hall determined that it was in the best interest to all parties to rescind the merger completed on April 26, 2004. Effective March 8, 2005, the parties entered into a rescission agreement whereby deemed the merger agreement null and void effective immediately. Satisfaction of our cash obligations for the next twelve months. We plan on satisfying our cash obligations over the next twelve months through additional equity and/or third party financing. Our officers and directors have been working on various methods of capitalizing the Company; however as of this date we do not have equity or debt financing secured. We do not anticipate generating revenues sufficient to satisfy our working capital requirements within the next twelve months. We have included in our recent business plan the concept of seeking merger candidates or other means of perfecting a business opportunity. Summary of any product research and development that we will perform for the term of our plan of operation. We do not anticipate the requirement of any product research or development in the next twelve months. Significant changes in the number of employees. We currently do not have any full-time employees, and until we either obtain sufficient capital to pursue our business plan, or acquire a business with sufficient cash, or merge with such a company, we will not require new employees. Plan of Operation Change in Business Direction As a result of the rescission agreement we have abandoned our prior business plan. However, we plan to locate and negotiate with an established business entity for the merger/acquisition of a target business. We plan to locate and negotiate with a business entity for the merger of a target business into us. In certain instances, a target business may wish to become a subsidiary of us or may wish to contribute assets to us rather than merge. No assurances can be given that we will be successful in locating or negotiating with any target business. Management is actively engaged in seeking a qualified company as a candidate for a business combination. We are authorized to enter into a definitive agreement with a wide variety of businesses without limitation as to their industry or revenues. It is not possible at this time to predict with which company, if any, we will enter into a definitive agreement or what will be the industry, operating history, revenues, future prospects or other characteristics of that company. As of the date hereof, management has not made any final decision concerning or entered into any written agreements for a business combination. When any such agreement is reached or other material fact occurs, we will file notice of such agreement or fact with the Securities and Exchange Commission on Form 8-K. Liquidity and Capital Resources A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate enough positive internal operating cash flow until such time as we can locate a merger or acquisition target or generate substantial revenues, which may take the next few years to fully realize. In the event we cannot obtain the necessary capital to pursue our operations, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations. Since inception, we have financed our cash flow requirements through the issuance of common stock. As we continue our activities, we may continue to experience net negative cash flows from operations, pending consummation of a merger or acquisition or the receipt of sales revenues. Additionally we anticipate obtaining additional financing to fund operations through common stock offerings and bank borrowings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. Over the next twelve months we believe that existing capital and anticipated funds from operations will not be sufficient to sustain operations. Consequently, we will be required to seek additional capital in the future to fund operations through additional equity or debt financing or credit facilities. No assurance can be made that such financing would be available, and if available it may take either the form of debt or equity. In either case, the financing could have a negative impact on our financial condition and our Stockholders. We anticipate incurring operating losses over the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies searching for viable merger or acquisition candidates. Such risks include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks we must, among other things, implement and successfully execute our revised business model, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations. FACTORS THAT MAY AFFECT OUR PLAN OF OPERATION We have historically lost money and losses may continue in the future, which may cause us to curtail operations. Since our inception we have not been profitable and have lost money on both a cash and non-cash basis. For the years ended December 31, 2004 and December 31, 2003 we incurred net losses of $2,743,938 and $1,431,870 respectively. Our accumulated deficit at the end of December 31, 2004 was $(4,175,808). Future losses are likely to occur, as we are dependent on spending money to pay for our operations. No assurances can be given that we will be successful in reaching or maintaining profitable operations. Accordingly, we may experience liquidity and cash flow problems. If our losses continue, our ability to operate may be severely impacted. We are an insignificant participant in the business of seeking mergers wherein a large number of established and well financed entities are our competitors. We are and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies, which may be merger or acquisition target candidates for us. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we do and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete with numerous other small public companies in seeking merger or acquisition candidates. We changed our management on February 16 and on September 13, 2005, and are unsure of the effect on our ability to operate. On February 16, 2005, Richard M. Hall as the sole member of the board of directors appointed S. Mathew Schultz to the board of directors and concurrently, Mr. Hall resigned as President and Director of the Company. Mr. Schultz as the sole member of the Company appointed himself as President of the Company and appointed Lawrence S. Schroeder as Secretary, Treasurer and a Director of the Company. Although Mr. Schultz and Mr. Schroeder have experience in business matters, we are unsure as to whether Mr. Schultz and Mr. Schroeder will provide a positive benefit to us in light of our current financial position. On September 13, 2005, there was a special meeting of the Board of Directors in which the Board approved of the following appointments and changes to the Principal Officers' role. Larry Schroeder has taken on the role as President and Chief Executive Officer, while Matthew Schultz has become the Vice President and Chief Operating Officer. Mr. Schultz will remain Chairman of the Board and Mr. Schroeder will remain a Board member. Additionally, the Board approved the appointment of Jason F. Griffith, CPA as Chief Financial Officer and Board Member of the Company. Although Mr. Griffith has experience in business matters, we are unsure as to whether Mr. Griffith will provide a positive benefit to us in light of our current financial position. There are currently no formal employment agreements between the Company and any officers or directors. Since our shares are thinly traded, and trading on the OTC Bulletin Board may be sporadic because it is not an exchange, stockholders may have difficulty reselling their shares. Our common shares are currently quoted for public trading on the Over- the-Counter Bulletin Board. The trading price of our common shares has been subject to wide fluctuations. Trading prices of our common shares may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with limited business operations. There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common shares, regardless of our operating performance. In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources. Because our common stock is deemed a low-priced "Penny" stock, an investment in our common stock should be considered high risk and subject to marketability restrictions. Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to: - Deliver to the customer, and obtain a written receipt for, a disclosure document; - Disclose certain price information about the stock; - Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer; - Send monthly statements to customers with market and price information about the penny stock; and - In some circumstances, approve the purchaser's account under certain standards and deliver written statements to the customer with information specified in the rules. Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future. We will need additional capital in the future to finance our operations, which we may not be able to raise or it may only be available on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our operational results. If operating difficulties or other factors, many of which are beyond our control, because our revenues or cash flows from operations, if any, to decrease, we may be limited in our ability to spend the capital necessary to complete our revised business plan. If our resources or cash flows do not rapidly commence, we will require additional financing to fund our planned growth. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders. Our auditor's report reflects the fact that without realization of additional capital, it would be unlikely for us to continue as a going concern. As a result of our deficiency in working capital at December 31, 2004 and other factors, our auditors have included a paragraph in their report regarding substantial doubt about our ability to continue as a going concern. Our plans in this regard are to seek merger or acquisition candidates, seek additional funding through future equity private placements or debt facilities. Off Balance Sheet Arrangements Currently we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. Going Concern The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern. The Company's cash position is inadequate to pay all of the costs associated with its operations. Management intends to use borrowings and security sales to mitigate the effects of its cash position, however no assurance can be given that debt or equity financing, if and when required will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence. Forward-Looking Information This quarterly report contains forward-looking statements. The forward- looking statements include all statements that are not statements of historical fact. The forward-looking statements are often identifiable by their use of words such as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue," "Plans" or the negative or other variations of those or comparable terms. Our actual results could differ materially from the anticipated results described in the forward-looking statements. Factors that could affect our results include, but are not limited to, those discussed in Item 2, "Plan of Operation" and included elsewhere in this report. LRMT makes no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statement. Item 3. Controls and Procedures. (a) Our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon the evaluation, concluded that the disclosure controls and procedures are effective in ensuring all required information relating to LRMT is included in this quarterly report. We also maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. (b) Changes in internal controls. During our most recent fiscal quarter, there have been no changes in our internal control over financial reporting that occurred that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. PART II. OTHER INFORMATION Item 1. Legal Proceedings. LRMT is not a party to any pending material legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against LRMT. To the knowledge of management, no director, executive officer or affiliate of LRMT, any owner of record or beneficially of more than 5% of LRMT'S common stock is a party adverse to LRMT or has a material interest adverse to LRMT in any proceeding. Item 2. Unregistered Sales of Equity Security and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K Exhibits (a) Exhibit 31. Certifications required by Rule 13a-14(a) or Rule 15d- 14(a) 31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (b) Exhibit 32. Certifications required by Rule 13a-14(b) or Rule 15d- 14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Reports on Form 8-K (a) Report on Form 8-K filed September 14, 2005, item 5.02. On September 13, 2005, there was a special meeting of the Board of Directors in which the Board approved of the following appointments and changes to the Principal Officers' role. Larry Schroeder has taken on the role as President and Chief Executive Officer, while Matthew Schultz has become the Vice President and Chief Operating Officer. Mr. Schultz will remain Chairman of the Board and Mr. Schroeder will remain a Board member. Additionally, the Board approved the appointment of Jason F. Griffith, CPA as Chief Financial Officer and Board Member of the Company. Although Mr. Griffith has experience in business matters, we are unsure as to whether Mr. Griffith will provide a positive benefit to us in light of our current financial position. There are currently no formal employment agreements between the Company and any officers or directors. Mr. Griffith has no arrangement or understanding with any person regarding his selection as a director of the registrant. Mr. Griffith has never been a party to any transaction or series of transactions with the registrant involving an amount in excess of $60,000 and no such transaction is, or series of transactions are, currently proposed. He previously was a partner in the CPA firm CFO Advantage, Inc. which was the Company's auditor for 2003. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Left Right Marketing Technology, Inc. /s/ Larry Schroeder ---------------------- Larry Schroeder President and Director (Principal Executive Officer) /s/ Jason F. Griffith ---------------------- Jason F. Griffith Chief Financial Officer and Director (Principal Financial Officer) Date: November 3, 2005 Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Left Right Marketing Technology, Inc. /s/ Larry Schroeder ---------------------- Larry Schroeder President and Director (Principal Executive Officer) /s/ Jason F. Griffith ---------------------- Jason F. Griffith Chief Financial Officer and Director (Principal Financial Officer) Date: November 3, 2005 EX-1 2 j10qex311.txt EX. 31.1 EXHIBIT 31.2: Certification of Chief Executive Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Larry Schroeder, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Left Right Marketing Technology, Inc. (the "Company"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report; and 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report. 4. The Company's other certifying officers and I, are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and 5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent functions); a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting. /s/ Larry Schroeder ------------------------------------------ Larry Schroeder Chief Executive Officer and Director Dated: November 3, 2005 EX-2 3 j10qex312.txt EX. 31.2 EXHIBIT 31.2: Certification of Chief Financial Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Jason F. Griffith, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Left Right Marketing Technology, Inc. (the "Company"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report; and 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report. 4. The Company's other certifying officers and I, are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and 5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent functions); a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting. /s/ Jason F. Griffith ------------------------------------------ Jason F. Griffith Chief Financial Officer and Director Dated: November 3, 2005 EX-3 4 j10qex321.txt EX. 32.1 Exhibit 32 Exhibit 99(i) CERTIFICATION PURSUANT TO 18 U.S.C. ss.1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Left Right Marketing Inc. (the "Company") on Form 10-QSB for the quarter ended September 30, 2005 as filed with the Securities and Exchange Commission on the date therein specified (the "Report"), I, Larry Schroeder, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Larry Schroeder ---------------------------------------- Larry Schroeder Chief Executive Officer Dated: November 3, 2005 EX-4 5 j10qex322.txt EX. 32.2 Exhibit 32.2 Exhibit 99(i) CERTIFICATION PURSUANT TO 18 U.S.C. ss.1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Left Right Marketing Inc. (the "Company") on Form 10-QSB for the quarter ended September 30, 2005 as filed with the Securities and Exchange Commission on the date therein specified (the "Report"), I, Jason F. Griffith, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Jason F. Griffith ------------------------------------ Jason F. Griffith Chief Financial Officer Dated: November 3, 2005 -----END PRIVACY-ENHANCED MESSAGE-----