8-K/A 1 cg-mergeraudit8k_70704v4.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C., 20549

 

Form 8-K/A

 

CURRENT REPORT

 

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) April 22, 2004

_____________________________________________

 

 

LEFT RIGHT MARKETING TECHNOLOGY, INC.

(Exact name of registrant as specified in charter)

_____________________________________________

 

 

Delaware

0-9047

02-0314487

(State of other jurisdiction of

(Commission

(I.R.S. Employer

incorporation or organization)

File Number)

Identification Number)

6600 Amelia Earhart Court

 

Las Vegas, Nevada

89119

(Address of Principal Executive Office)

(Zip Code)

 

(702) 260-9305

(Registrant's Executive Office Telephone Number)

 

 

*THIS AMENDMENT IS BEING FILED TO AMEND THE FORM 8-K ORIGINALLY FILED ON APRIL 22, 2004, TO INCLUDE THE AUDIT OF CRAZYGRAZER.COM, LIMITED LIABILITY COMPANY (FORMERLY CRAZY GRAZER, LLC) AND THE UNAUDITED PRO FORMA FINANCIALS FOR CRAZYGRAZER.COM, LIMITED LIABILITY COMPANY, A NEVADA LIMITED LIABILITY COMPANY AND LEFT RIGHT MARKETING TECHNOLOGY, INC., A DELAWARE CORPORATION AS A RESULT OF THE MERGER CONSUMMATED ON APRIL 26, 2004. NOTHING ELSE IN THE ORIGINAL 8-K IS BEING MODIFIED.

 

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

 

UNAUDITED PRO FORMA FINANCIAL INFORMATION

 

        The Unaudited Pro Forma Financial Information reflects financial information as of December 31, 2003, which gives effect to the acquisition of all of the outstanding membership interests of CrazyGrazer.com, Limited Liability Company ("CrazyGrazer") (formerly Crazy Grazer, LLC) (a Nevada limited liability company) in exchange for 950,000 shares of preferred stock of Left Right Marketing Technology, Inc. ("LRMK") (a Delaware Corporation).

 

        The Pro Forma Statements included herein reflect the use of the purchase method of accounting for the above transaction. Due to certain common ownership of CrazyGrazer and the majority stockholder of LRMK, there will be no adjustment to any assets of CrazyGrazer including no recording of any Goodwill as a result of the transaction. Such financial information has been prepared from, and should be read in conjunction with, the historical audited financial statements of CrazyGrazer and LRMK.

 

        The Pro Forma Balance Sheet gives effect to the transaction as if it had occurred on December 31, 2003. The Pro Forma Statement of Operations gives effect to the transaction as if it had occurred at the beginning of the earliest period presented, combining the results of CrazyGrazer for the twelve-month year ended December 31, 2003 and LRMK for the six-month period ended December 31, 2003.

 

 

 

LEFT RIGHT MARKETING TECHNOLOGY, INC. (LRMK)

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of December 31, 2003

(Unaudited)

Historical

Historical

Pro forma

Pro forma

ASSETS

LRMK

CrazyGrazer

Adjustments

LRMK

Current assets:

   Cash and cash equivalents

$                      -

$              9,309

-

$            9,309

   Accounts receivable

-

1,000

-

1,000

     Total current assets

-

10,309

10,309

Property, Equipment and Software, net

-

248,964

-

248,964

Other Assets

   Advances to CrazyGrazer.com, a related party

622,199

-

(622,199)

-

   Less allowance for doubtful accounts

(559,979)

-

559,979

-

   Inventory

-

22,211

-

22,211

     Total other assets

62,220

22,211

(62,220)

22,211

        Total assets

$             62,220

$          281,484

(62,220)

$        281,484

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities

   Accounts payable

$          609,823

$         594,351

-

$            4,174

   Accounts payable - related party

52,149

139,838

-

191,987

   Loan from LRMK

-

622,199

(622,199)

-

   Accrued expenses

-

85,420

-

85,420

   Other current liabilities

63,669

384

-

64,053

        Total current liabilities

725,641

1,442,192

(622,199)

1,545,634

Stockholders' deficit

   Preferred stock, $0.001 par value

-

-

950

950

   Common stock, $0.001 par value

43,193

-

-

43,193

Additional paid in capital

725,256

-

(601,679)

123,577

Deficit accumulated during the development stage

(1,431,870)

(1,160,708)

1,160,708

(1,431,870)

   Total stockholders' (deficit)

(663,421)

(1,160,708)

559,979

(1,264,150)

        Total liabilities and stockholders' deficit

$             62,220

$          281,484

$      (62,220)

$         281,484

 

 

 

 

LEFT RIGHT MARKETING TECHNOLOGY, INC. (LRMK)

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the year ended December 31, 2003

(Unaudited)

Historical

Historical

Pro forma

Pro forma

 

LRMK(1)

CrazyGrazer

Adjustments

LRMK

Revenue

$                     -

$        736,636

-

$        736,636

Cost of revenues

-

656,124

-

656,124

        Gross Profit

-

80,512

-

80,512

Expenses

   General and administrative expenses

330,664

814,639

-

1,145,303

   Legal fees

427,600

-

-

427,600

   Bad debt expense

559,979

-

(559,979)

-

   Consulting fees - related party

-

375,383

-

375,383

   Compensation expense

170,723

31,291

-

202,014

     Total expenses

1,488,966

1,221,313

(559,979)

2,150,300

Other Income (Expense)

   Other income

71,951

-

-

71,951

   Interest expense

(14,854)

(9,938)

-

(24,792)

     Total other income (expense)

57,097

(9,938)

-

47,159

Net Income (loss)

$     (1,431,870)

$   (1,150,739)

$      559,979

$   (2,022,629)

PER SHARE INFORMATION:

Weighted average number of shares outstanding

   (basic and diluted)

27,994,849

-

-

27,994,849

Earnings (loss) per share of common stock

   (basic and diluted)

$              (0.05)

$                    -

$            (0.07)

 

(1) Financial statements are for the six-month year ended December 31, 2003.

 

 

 

        The following pro-forma balance sheet gives effect to the merger as had it occurred as of March 31, 2004 and for the three months then ended.

 

LEFT RIGHT MARKETING TECHNOLOGY, INC. (LRMK)

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of March 31, 2004

(Unaudited)

Historical

Historical

Pro forma

Pro forma

ASSETS

LRMK

CrazyGrazer

Adjustments

LRMK

Current assets:

   Cash and cash equivalents

$                     -

$                     -

-

$                   -

   Accounts receivable

-

41,474

-

41,474

   Inventories

-

41,716

-

41,716

     Total current assets

-

83,190

83,190

Property, Equipment and Software, net

3,948

221,884

-

225,832

Other Assets

   Advances to CrazyGrazer.com, a related party

839,596

-

(839,596)

-

   Advances to Hall Communications, a related party

160,252

-

-

160,252

   Less allowance for doubtful accounts

(839,596)

-

839,596)

-

        Total other assets

160,252

-

-

160,252

Total assets

$          164,200

$          305,074

-

$        469,274

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities

Accounts payable

$         711,756

$         798,992

-

$     1,510,748

Accounts payable - related party

66,729

133,332

-

200,061

Loan from LRMK

-

839,596

(839,596)

-

Accrued expenses

-

243,745

-

243,745

Customer deposits

-

31,631

-

31,631

Other current liabilities

143,524

-

-

143,524

Total current liabilities

922,009

2,047,296

(839,596)

2,129,709

Stockholders' deficit

Preferred stock, $0.001 par value

-

-

950

950

Common stock, $0.001 par value

46,215

-

-

46,215

Additional paid in capital

2,233,234

-

(903,576)

1,329,658

Deficit accumulated during the development stage

(3,037,258)

(1,742,222)

1,742,222

(3,037,258)

Total stockholders' (deficit)

(757,809)

(1,742,222)

839,596

(1,660,435)

Total liabilities and stockholders' deficit

$          164,200

$          305,074

$                 -

$        469,274

 

 

 

        The following proforma schedule gives effect to the results of operations as had the proposed merger been completed as of January 1, 2004.

 

LEFT RIGHT MARKETING TECHNOLOGY, INC. (LRMK)

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the three months ended March 31, 2004

(Unaudited)

Historical

Historical

Pro forma

Pro forma

 

LRMK

CrazyGrazer

Adjustments

LRMK

Revenue

$                     -

$            2,054

-

$            2,054

Cost of revenues

-

592

-

592

        Gross Profit

-

1,462

-

1,462

Expenses

   Salaries, wages and other payroll related costs

1,246,255

-

-

1,246,255

   General and administrative expenses

52,946

332,122

-

385,068

   Professional and consulting fees

26,240

-

-

26,240

   Provision for bad debt

279,617

-

(279,617)

-

   Compensation expense

-

250,854

-

250,854

   Interest

330

-

-

330

     Total expenses

1,605,388

582,976

(279,617)

1,908,747

Net Income (loss)

$    (1,605,388)

$      (581,514)

279,617

$   (1,907,285)

PER SHARE INFORMATION:

Weighted average number of shares outstanding

   (basic and diluted)

43,678,503

-

-

43,678,503

Earnings (loss) per share of common stock

   (basic and diluted)

$              (0.04)

$                    -

-

$            (0.04)

 

 

 

 

CrazyGrazer.com, Limited Liability Company

(formerly Crazy Grazer, LLC).

 

(A Development Stage Company)

 

AUDITED FINANCIAL STATEMENTS

 

For the years ended December 31, 2003 and 2002

 

 

 

INDEPENDENT AUDITORS' REPORT

 

Crazy Grazer, LLC

Members

Las Vegas, Nevada

 

We have audited the accompanying balance sheet of Crazy Grazer, LLC (a Nevada Limited Liability Company) as of December 31, 2003, and the related statement of operations, changes in members' equity, and cash flows for the year ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. The Financial Statements of Crazy Grazer, LLC as of December 31, 2002 were audited by another firm whose report dated April 28, 2004, expressed an unqualified opinion on those statements.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Crazy Grazer, LLC as of December 31, 2003, and the results of their operations and their cash flows for the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has a significant deficit in working capital, has a deficit in members' equity and has suffered recurring losses to date, which raises substantial doubt about its ability to continue as a going concern. Management's plans with regard to these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

// CFO Advantage, Inc.

CFO Advantage, Inc.

Las Vegas, Nevada

April 9, 2004

 

 

 

INDEPENDENT AUDITORS' REPORT

 

The Member

Crazy Grazer.com, Limited Liability Company

Las Vegas, Nevada

 

We have audited the accompanying statements of operations, member's deficit and cash flows of CrazyGrazer.com, Limited Liability Company for the year ended December 31, 2002 and for the period from inception (July 1, 2001) through December 31, 2002 included within the information for the period from inception through December 31, 2003. 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 audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations, changes in member's deficit and cash flows of Crazy Grazer.com for the year ended December 31, 2002 and the period from inception through December 31, 2002 included in the information for the period from inception through December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

 

// Beadle, McBride, Evans & Reeves, LLP

Las Vegas, Nevada

April 28, 2004

 

 

CRAZYGRAZER.COM, LIMITED LIABILITY COMPANY

(formerly Crazy Grazer, LLC)

(A Development Stage Company)

BALANCE SHEET

AS OF DECEMBER 31, 2003

 

ASSETS

12/31/2003

12/31/2002

12/31/2001

Current assets

   Cash

$                        9,309

$                    105,972

$                        8,116

   Accounts receivable

1,000

-

6,621

     Total current assets

10,309

105,972

14,737

Property, Equipment and Software, net

248,964

-

-

Other Assets

   Inventory

22,211

-

-

   Clearing Account

-

-

-

     Total other assets

22,211

-

-

TOTAL ASSETS

$                     281,484

$                     105,972

$                       14,737

LIABILITIES AND MEMBER'S DEFICIT

LIABILITIES

Current liabilities

   Accounts payable

594,351

58,212

6,587

   Loan from Left Right Marketing Technology

622,199

-

   Accounts payable -related party

139,838

57,729

31,860

   Accrued expenses

85,420

-

   Other current liabilities

384

-

109

     Total current liabilities

1,442,192

115,941

38,556

MEMBER'S DEFICIT

Member's, deficit accumulated during the development stage

(1,160,708)

(9,969)

(23,819)

$                     281,484

$                     105,972

$                       14,737

 

The accompanying independent auditors' report and notes to financial statements should be read in conjunction with this Balance Sheet

 

 

 

CRAZYGRAZER.COM, LIMITED LIABILITY COMPANY

(formerly Crazy Grazer, LLC)

(A Development Stage Company)

STATEMENT OF OPERATIONS

FOR THE TWELVE MONTH PERIODS ENDED

DECEMBER 31, 2003 AND 2002

INCEPTION TO DECEMBER 31, 2003

 

12 months

ended

December 31,

2003

12 months

ended

December 31,

2002

 

Inception to

December 31,

2003

REVENUES

$                     736,636

$                  179,467

$                     918,412

COST OF REVENUES

656,124

57,246

718,221

GROSS PROFIT

80,512

122,221

200,191

EXPENSES:

   General and administrative

814,639

80,011

908,656

   Consulting fees - related party

375,383

-

375,383

   Compensation expenses

31,291

28,336

66,900

     Total expenses

1,221,313

108,347

1,350,939

OTHER INCOME (EXPENSE)

   Interest expense

(9,938)

(24)

(9,960)

     Total other income (expense)

(9,938)

(24)

(9,960)

Net income (loss)

$               (1,150,739)

$                    13,850

$               (1,160,708)

 

The accompanying independent auditors' report and notes to financial statements should be read in conjunction with this Statement of Operations

 

 

CRAZYGRAZER.COM, LIMITED LIABILITY COMPANY

(formerly Crazy Grazer, LLC)

(A Development Stage Company)

STATEMENT OF MEMBER'S DEFICIT

INCEPTION TO DECEMBER 31, 2003

 

Inception, July 31, 2001

$                             -

Plus: Contributions

-

Minus: Distributions

-

     Net (loss), five months ended December 31, 2001

(23,819)

Balance, December 31, 2001

(23,819)

Plus: Contributions

-

Minus: Distributions

-

     Net income year ended December 31, 2002

13,850

Balance, December 31, 2002

(9,969)

Plus: Contributions

-

Minus: Distributions

-

     Net (loss) year ended December 31, 2003

(1,150,739)

Balance, December 31, 2003

$           (1,160,708)

 

The accompanying independent auditors' report and notes to financial statements should be read in conjunction with this Statement of Member's Deficit

 

 

CRAZYGRAZER.COM, LIMITED LIABILITY COMPANY

(formerly Crazy Grazer, LLC)

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

FOR THE TWELVE MONTH PERIODS ENDED

DECEMBER 31, 2003 AND 2002

INCEPTION TO DECEMBER 31, 2003

 

12 months

ended

December 31,

2003

12 months

ended

December 31,

2002

Inception to

December 31,

2003

CASH FLOWS FROM OPERATING ACTVITIES

   Net income (loss)

$       (1,150,739)

$              13,850

$       (1,160,708)

   Adjustment to reconcile net income

      to net cash provided

Depreciation

1,914

-

1,914

(Increase) decrease in accounts receivable

(1,000)

6,621

(1,000)

(Increase) in inventory

(22,211)

-

(22,211)

Increase in accounts payable

536,139

51,516

594,351

Increase in other current liabilities

168,112

25,869

225,841

     Net cash provided by (used in) operating activities

(467,785)

97,856

(361,813)

CASH FLOWS FROM INVESTING ACTIVITIES

(Increase) in Property, Equipment and Software

(250,878)

-

(250,878)

     Net cash (used in) investing activities

(250,878)

-

(250,878)

CASH FLOWS FROM FINANCING ACTIVITIES

  Loan from Left Right Marketing Technology, Inc.

622,000

-

622,000

     Net cash provided by financing activities

622,000

-

622,000

Net increase (decrease) in cash

(96,663)

97,856

9,309

Balance at beginning of period

105,972

8,116

-

Balance at end of period

$                9,309

$            105,972

$                9,309

SUPPLEMENTAL INFORMATION

Interest Paid

$                9,938

$                     24

$                        -

Taxes Paid

$                        -

$                        -

$                        -

 

The accompanying independent auditors' report and notes to financial statements should be read in conjunction with this Statement of Cash Flows

 

 

CRAZYGRAZER.COM, LIMITED LIABILITY COMPANY

(formerly Crazy Grazer, LLC)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2003

(AUDITED)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization and Nature of Business

 

First Light Design, LLC commenced operations as a graphic design company on July 31, 2001. First Light Design, LLC then ceased operations on November 30, 2002 and commenced operations on the World Wide Web in December 31, 2002 dba Crazy Grazer.com. On September 29, 2003, First Light Design, LLC filed amended articles of organization with the State of Nevada to change its name to Crazy Grazer, LLC. Subsequent to year-end, Crazy Grazer, LLC filed amended articles of organization with the State of Nevada to change its name to CrazyGrazer.com, Limited Liability Company (the "Company").

 

The Company is positioned to create a unique online shopping experience that leverages the equity and affinity built by the world's leading brands in a way that heightens consumer confidence of shopping online and ultimately leads to a more comfortable and natural purchasing decision. The Company views each computer as a potential CrazyGrazer.com storefront and an opportunity to deliver the content of its site to customers.

 

The Company operates 1 global Web site: www.crazygrazer.com

 

Cash and Cash Equivalents

 

The Company maintains its cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For purposes of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.

 

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 at the date of the financial statements and revenues and expenses for the period reported. Actual results may differ from these estimates.

 

Prepaid Expenses

 

Prepaid expenses are prepayments made to secure the use of assets or the receipt of services at a future date.

 

 

CRAZYGRAZER.COM, LIMITED LIABILITY COMPANY

(formerly Crazy Grazer, LLC)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2003

(AUDITED)

 

Equipment

 

Fixed assets acquired will be stated at cost. Expenditures that materially increase the life of the assets are capitalized. Ordinary maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized at that time. Depreciation is computed primarily on the straight-line method and accelerated method for financial statement purposes over the following estimated useful lives:

 

Computer Equipment

5 years

Furniture & Fixtures

7 years

Office Equipment

5 years

 

The depreciation expense for the year ended December 31, 2003 was $1,914. There were $250,878 worth of fixed assets at December 31, 2003. There were no fixed assets or depreciation in the prior years.

 

Advertising

 

Advertising costs are expensed when incurred. There were advertising expenses in the amount of $189,535 for the year ended December 31, 2003 and $39,037 for the year ended December 31, 2002

 

Intangible Assets

 

The Company has adopted SFAS No. 142, "Goodwill and Other Intangible Assets", which requires that goodwill and other indefinite lived intangible assets are no longer amortized, but reviewed annually, or sooner if deemed necessary, for impairment. Under guidance from SFAS No. 142 management has no goodwill or other intangible assets as of December 31, 2003.

 

Impairment of Long-Lived Assets

 

Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of the asset may not be recoverable or is impaired.

 

Segment Reporting

 

The Company follows Statement of Financial Accounting Standards No. 130 "Disclosures About Segments of an Enterprise and Related Information". The Company operates as a single business segment and will evaluate additional segment disclosure requirements as it expands its operations.

 

 

CRAZYGRAZER.COM, LIMITED LIABILITY COMPANY

(formerly Crazy Grazer, LLC)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2003

(AUDITED)

 

Dividends

 

The Company has not yet adopted any policy regarding the payment of dividends. No dividends have been paid or declared since inception.

 

Income taxes

 

The Company follows statement of Financial Accounting Standard No. 109, "Accounting for Income Taxes" ("SFAS No. 109") for the recording of provision for income taxes. Deferred tax assets and liabilities are computed based on the difference between the financial statement and income tax basis of assets and liabilities using enacted marginal tax rates applicable when the related asset or liability is expected to be realized or settled. Deferred income expenses or benefits are based on the changes in the asset and liability of each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the deferred income taxes in the period of change. Deferred income taxes may arise from the temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

 

The Company experienced losses during the previous fiscal tax year reported. The Company will review its need for a provision for federal income taxes after each operating quarter. Since the LLC is owned by one individual, any potential income taxes are not factored into the financial statements, as any income tax due would be borne by the respective owner.

 

Revenue Recognition

 

The Company generally recognizes revenue from the sale of products or services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured.

 

The Company evaluates the criteria outlined in Emerging Issues Task Force ("EITF") Issue No. 99-19, "Reporting Revenue Gross as a Principal Versus Net as an Agent", in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is the primary obligor in a transaction, is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has several but not all of these indicators, revenue is reported gross. If the Company is not the primary obligor and amounts are earned using a fixed percentage, a fixed payment schedule or a combination of the two, the Company generally records the net amounts as commissions earned.

 

 

CRAZYGRAZER.COM, LIMITED LIABILITY COMPANY

(formerly Crazy Grazer, LLC)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2003

(AUDITED)

 

Product sales, net of promotional discounts, rebates and return allowances, are recorded when the products are shipped and title passes to customers. Retail items sold to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon the Company's delivery to the carrier (commonly referred to as "F.O.B. Shipping Point"). Return allowances (which reduce product revenue by management's estimate of expected returns) are estimated using historical experience.

 

The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include percentage discounts off current purchases ("current discount offers"), offers for future discounts subject to a minimum current purchase ("inducement offers") and similar offers. Current discount offers, when accepted by customers, are treated as a reduction to the purchase price of the related transaction and are presented as a net amount in "Net sales". Inducement offers, when accepted by customers are treated as a reduction to the purchase price based on estimated redemption rates. Redemption rates are estimated using the Company's historical experience for similar inducement offers.

 

Cost of sales

 

Cost of sales consist of the purchase of consumer products sold by the Company, inbound and outbound shipping charges, and packaging supplies.

 

Fulfillment

 

Fulfillment costs represent those costs incurred in operating and staffing the Company's fulfillment and customer service centers, including costs attributable to: receiving, inspecting and warehousing inventories; picking, packaging and preparing customers' orders for shipment; credit card fees and bad debt costs; and responding to inquiries from customers. Fulfillment costs also include amounts paid to third-party co-sourcers that assist the Company in fulfillment and customer service operations.

 

Technology and Content

 

Technology and content expenses consist principally of payroll and related expenses for development, editorial, systems, and telecommunications operations personnel; and systems and telecommunications infrastructure.

 

Technology and content costs are expenses as incurred, except for certain costs relating to the development of internal-use software, including upgrades and enhancements to the Company's Web sites that are capitalized and depreciated over two years.

 

 

CRAZYGRAZER.COM, LIMITED LIABILITY COMPANY

(formerly Crazy Grazer, LLC)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2003

(AUDITED)

 

Marketing

 

Marketing expenses consist of advertising, promotional, and public relation expenditures, and payroll and related expenses for personnel engaged in marketing and selling activities. The Company expenses general media advertising costs as incurred. The Company enters into certain online promotional agreements with third parties to increase traffic to its Web sites. Costs associated with these promotional agreements consist of fixed payments, variable activity-based payments, or a combination of the two. Fixed payments are amortized ratably over the corresponding agreement term and variable payments are expensed on the period incurred. The Company receives reimbursements from vendors for certain general media and other advertising costs. Such reimbursements are recorded as a reduction of expense. Advertising expense and other promotional costs were $189,535 during the year ended December 31, 2003.

 

Research and Development

 

The Company expenses its research and development costs in the periods incurred.

 

Reporting the Costs of Start-Up Activities

 

Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-Up Activities", which provides guidance of the financial reporting of start-up costs and organizational costs, require most costs of start-up activities and organizational costs to be expensed as incurred. SOP 98-5 is effective for fiscal years beginning after December 15, 1998. With the adoption of SOP 98-5 there has been little effect on the Company's financial statements.

 

Comprehensive Income

 

Statement 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, 2003.

 

Statement of Cash Flows

 

The Statement of Cash Flows classifies changes in cash and cash equivalents according to operating, investing, or financing activities. For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with maturity of three months or less to be cash equivalents.

 

 

CRAZYGRAZER.COM, LIMITED LIABILITY COMPANY

(formerly Crazy Grazer, LLC)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2003

(AUDITED)

 

NOTE 2 - FIXED ASSETS

 

Property and equipment is made up of the following:

 

 

December 31,

December 31,

2003

2002

Software

$          250,878

$                     -

Accumulated depreciation

(1,914)

-

$          248,964

$                     -

 

NOTE 3 - ACQUISITION AGREEMENT

 

Left Right Marketing Technology, Inc. (LRMT) held a letter of intent to acquire Crazy Grazer.com, LLC (Crazy Grazer). LRMT executed a new letter of intent with Crazy Grazer on March 31, 2004

 

NOTE 4 - GOING CONCERN

 

The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not commenced its planned principal operations and has not generated any revenues. In order to obtain the necessary capital, the Company has entered into the above merger agreement with LRMT. The Company, either directly or indirectly through LRMT, intends to raise funds via a private placement offering. If the securities offering does not provide sufficient working capital, some of the shareholders of LMRT have agreed to provide sufficient funds as a loan over the next twelve-month period. However, the Company is dependant upon its ability to secure equity and/or debt financings and there are no assurances that the Company will be successful. Without sufficient financing it would be unlikely for the Company to continue as a going concern.

 

The officers and directors are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

NOTE 5 - MEMBER'S DEFICIT

 

The Company had a filing with the Secretary of State on September 29, 2003, stating a change in control/ownership had taken place. The Company's management has indicated this was an incorrect filing and the Company has always been 100% owned by Richard Hall.

 

NOTE 6 - RELATED PARTY TRANSACTIONS

 

During the year, The Company incurred consulting fees totaling $375,383 from various companies controlled by Richard "Mick" Hall including LRMT and Hall Communications.

 

 

CRAZYGRAZER.COM, LIMITED LIABILITY COMPANY

(formerly Crazy Grazer, LLC)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2003

(AUDITED)

 

During the year ended December 31, 2003, the Company owes $16,596 in payroll and office expenses to Hall Communications, Inc. which is owned by Richard "Mick" Hall.

 

During the year ended December 31, 2003, the Company owes $105,000 in rent to DS Properties, a company which is owned by Richard "Mick" Hall.

 

The Company has been advanced $622,000 from Left Right Marketing Technology, Inc. (See Note 8) . Left Right Marketing Technology is a public company which is controlled by Richard "Mick" Hall, the sole member of Crazy Grazer.com, LLC.

 

NOTE 7 - DUE TO LEFT RIGHT MARKETING TECHNOLOGY, INC.

 

The Company has been advanced $622,000 from Left Right Marketing Technology, Inc. The advances are non-interest bearing and due on demand.

 

NOTE 8 - COMMITMENTS AND CONTINGENCIES

 

Commitments

 

Subsequent to December 31, 2003, he Company entered into a lease for office space with LRMT. The lease requires monthly rent of approximately $6,600 per month for a total of five years. The lease also provides the Company access to furniture and office equipment. The following is a schedule by year of the future minimum rents due under the lease.

 

2004

$        79,200

2005

$        79,200

2006

$        79,200

2007

$        79,200

2008

$        79,200

$      396,000

 

Legal Proceedings

 

The Company is involved in litigation arising out of the normal course of business. In the opinion of management, the ultimate resolution of such litigation will not have a material effect to the financial condition of the Company or the results of its operations.

 

Inventory Suppliers

 

During the year ended December 31, 2003, the Company purchased over 10% of all inventory purchases from a single vendor, Elite Products American. No other vendors account for over 10%. The Company does not have long-term contracts or arrangements with most of it vendors to guarantee the availability of merchandise or particular payment terms of the extension of credit limits.

 

 

CRAZYGRAZER.COM, LIMITED LIABILITY COMPANY

(formerly Crazy Grazer, LLC)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2003

(AUDITED)

 

NOTE 8 - SUBSEQUENT EVENTS

 

Effective April 26, 2004, the Company's sole member exchanged 100% of the Company's membership interests for 950,000 shares of Series A Preferred Stock of Left Right Marketing Technology, Inc., a Delaware corporation, pursuant to a reverse triangular merger.

 

 

CrazyGrazer.com, Limited Liability Company

(formerly Crazy Grazer, LLC).

 

(A Development Stage Company)

 

UNAUDITED FINANCIAL STATEMENTS

 

For the three-months ended March 31, 2004

 

 

 

CRAZYGRAZER.COM, LIMITED LIABILITY COMPANY

(formerly Crazy Grazer, LLC)

(A Development Stage Company)

BALANCE SHEETS

 

(Unaudited)

March 31,

December 31,

ASSETS

2004

2003

Current assets

   Cash

$                                     -

$                             9,309

  Accounts receivable

41,474

1,000

  Inventories

41,716

22,211

     Total current assets

83,190

32,520

Property, Equipment and Software, net

221,884

248,964

$                          305,074

$                         281,484

LIABILITIES AND MEMBER'S DEFICIT

Current liabilities

   Accounts payable

$                         798,992

$                         594,351

   Customer deposits

31,631

-

   Loan from Left Right Marketing Technology

839,596

622,199

   Accounts payable -related parties

133,332

139,838

   Accrued expenses

243,745

85,804

     Total current liabilities

2,047,296

1,442,192

Member's deficit

   Member's, deficit accumulated during the development stage

(1,742,222)

(1,160,708)

$                          305,074

$                          281,484

 

See Notes to Financial Statements

 

 

 

CRAZYGRAZER.COM, LIMITED LIABILITY COMPANY

(formerly Crazy Grazer, LLC)

(A Development Stage Company)

STATEMENTS OF OPERATIONS

 

(Unaudited)

(Unaudited)

(Unaudited)

Three

Three

Inception

months ended

months ended

through

March 31,

March 31,

March 31,

2004

2003

2004

REVENUES

$               2,054

$          124,275

$            920,466

EXPENSES:

   Cost of revenues

592

64,106

718,813

   General and administrative

332,122

48,141

1,240,778

   Consulting fees - related party

-

71,807

375,383

   Compensation expenses

250,854

-

317,754

   Interest

-

-

9,960

583,568

184,054

2,662,688

Net (loss)

$            (581,514)

$         (59,779)

$         (1,742,222)

 

See Notes to Financial Statements

 

 

 

CRAZYGRAZER.COM, LIMITED LIABILITY COMPANY

(formerly Crazy Grazer, LLC)

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

 

(Unaudited)

(Unaudited)

(Unaudited)

Three

Three

Inception

months ended

months ended

through

March 31,

March 31,

March 31,

2004

2003

2004

CASH FLOWS FROM OPERATING ACTVITIES

   Net income (loss)

$        (581,514)

$          (59,779)

$     (1,742,222)

   Adjustment to reconcile net income

     to net cash provided by operating activities

Depreciation

31,277

-

33,191

(Increase) decrease in accounts receivable

(40,474)

(70,226)

(41,474)

(Increase) in inventory

(19,505)

-

(41,716)

Increase in accounts payable

264,799

57,550

859,150

Increase in other current liabilities

219,166

900

444,808

     Net cash provided by (used in) operating activities

(126,251)

(71,555)

(488,263)

CASH FLOWS FROM INVESTING ACTIVITIES

(Increase) in Property, Equipment and Software

(4,197)

(1,394)

(255,075)

     Net cash (used in) investing activities

(4,197)

(1,394)

(255,075)

CASH FLOWS FROM FINANCING ACTIVITIES

  Loan from Left Right Marketing Technology, Inc.

121,139

-

743,338

     Net cash provided by financing activities

121,139

-

743,338

Net increase (decrease) in cash

(9,309)

(72,949)

-

Balance at beginning of period

9,309

105,972

Balance at end of period

$                      -

$             33,023

$                       -

 

See Notes to Financial Statements

 

 

CRAZYGRAZER.COM, LIMITED LIABILITY COMPANY

(formerly Crazy Grazer, LLC)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS - UNAUDITED

 

In the opinion of management, the accompanying balance sheet at March 31, 2004 and the related statements of operations and cash flows for the three months ended March 31, 2004 and 2003 and inception through March 31, 2004 include all adjustments necessary for fair presentation.

 

Note 1. Going concern

 

The accompanying statements have been presented under the assumption that the Company will remain a going concern. The Company has incurred significant losses and its liabilities exceed its recorded assets. Accordingly, its ability to remain a going concern is subject to its ability to raise additional capital and/or continued co-operation from its creditors.

 

Note 2. Subsequent events

 

Effective April 26, 2004, the Company's sole member exchanged 100% of the Company's membership interests for 950,000 shares of Series A Preferred Stock of Left Right Marketing Technology, Inc., a Delaware corporation, pursuant to a reverse triangular merger.

 

EXHIBITS

 

23 -Consent of CFO Advantage, Inc. - Dated July 7, 2004

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

                                                                                                    LEFT RIGHT MARKETING TECHNOLOGY, INC.

 

                                                                                                    By: /S/Mark R. Newburg                                            

                                                                                                          Mark R. Newburg, Senior Vice President/COO

 

Date: July 8, 2004