UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
Of the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2))
[X] Definitive Information Statement
LEFT RIGHT MARKETING TECHNOLOGY, INC.
(Name of Registrant as Specified In Charter)
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[ ] Fee paid previously with preliminary materials.
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LEFT RIGHT MARKETING TECHNOLOGY, INC.
585 WEST 500 SOUTH #180
BOUNTIFUL, UTAH 84010
INFORMATION STATEMENT PURSUANT TO
SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND
RULE 14C PROMULGATED THERETO
NOTICE OF CORPORATE ACTION
BY WRITTEN SHAREHOLDER CONSENT
WITHOUT SPECIAL MEETING OF THE SHAREHOLDERS
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
TO OUR SHAREHOLDERS:
This Information Statement is being furnished to the stockholders of Left
Right Marketing Technology, Inc., a Delaware corporation ("Left Right" or the
"Company"), to advise them of the corporate actions described herein, which
have been authorized by the written consent of stockholders owning a majority
of the outstanding voting securities of Left Right Marketing Technology, Inc.
entitled to vote thereon. This action is being taken in accordance with the
requirements of the Delaware Revised Statutes related to corporate law of the
State of Delaware. This Information Statement will serve as written Notice to
stockholders pursuant to Section 222 of the Delaware General Corporation Law
(the "DGCL").
Left Right Marketing Technology, Inc.'s board of directors determined that
the close of business on July 31, 2005 was the record date ("Record Date") for
the stockholders entitled to notice about the actions authorizing:
1. The approval of the following individuals as the Board members of Left
Right Marketing Technology, Inc., S. Matthew Schultz (Chairman) and
Lawrence S. Schroeder.
2. Reverse split Left Right's common stock on a 1 for 1,000 basis, effective
September 20, 2005.
3. The approval of Left Right Marketing Technology, Inc.'s retainer of the
firm of Beadle, McBride, Evans & Reeves, LLP, as the independent auditor
for Left Right Marketing Technology, Inc.
Under Section 222 of the Delaware General Corporation Law (the "DGCL"), action
by stockholders may be taken without a meeting, without prior notice, by
written consent of the holders of outstanding capital stock having not less
than the minimum number of votes that would be necessary to authorize the
action at a meeting at which all shares entitled to vote thereon were present
and voted. On that basis, the stockholders holding a majority of the
outstanding shares of capital stock entitled to vote approved these actions. No
other vote or stockholder action is required. You are hereby being provided
with notice of the approval of these actions by written consent of the
stockholders owning a majority of the outstanding voting securities of Left
Right Marketing Company entitled to vote thereon.
As of the Record Date, there were 94,715,614 common shares outstanding.
The Common Stock constitutes the outstanding class of voting securities of Left
Right Marketing Company. The shares have been considered fully diluted, for a
total amount of 94,715,614 shares used for purposes of the ownership percentage
calculations. Each share entitles the holder to one (1) vote on all matters
submitted to shareholders.
The shareholders holding shares representing approximately 61.16% of the
votes entitled to be cast at a meeting of the Left Right Marketing Company's
shareholders consented in writing to the proposed actions. The shares have been
considered fully diluted, for a total amount of 94,715,614 shares used, for
purposes of the ownership percentage calculations.
On July 31, 2005, the board of directors approved each of the Actions and
authorized Left Right Marketing Company's officers to deliver this Information
Statement.
The executive offices of Left Right Marketing are located at 585 West 500
South #180, Bountiful, Utah 84010 and its telephone number is (801) 244-4405.
This Information Statement will first be mailed to stockholders on or
about September 1, 2005 and is being furnished for informational purposes only.
Left Right will pay the expenses of furnishing this Information
Statement, including the costs of preparing, assembling and mailing this
Information Statement. Additionally, Left Right has asked brokers and other
custodians, nominees and fiduciaries to forward this Information Statement to
the beneficial owners of the Common Stock held of record by such persons and
will reimburse such persons for out-of-pocket expenses incurred in forwarding
such material.
The Board of Directors does not know of any matters, other than those
described above, that require approval by the stockholders of Left Right and
for which notice is to be given to the stockholders.
This Information Statement will serve as written Notice to stockholders
pursuant to Section 222 of the Delaware General Corporation Law (the "DGCL").
BY ORDER OF THE BOARD OF DIRECTORS
/s/ S. Matthew Schultz
- -------------------------
S. Matthew Schultz
Chairman of the Board
585 West 500 South #180
Bountiful, Utah 84010
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL INFORMATION
This Information Statement is being furnished to the stockholders of Left
Right Marketing Technology, Inc., a Delaware corporation ("Left Right" or the
"Company"), to advise them of the corporate actions described herein, which
have been authorized by the written consent of stockholders owning a majority
of the outstanding voting securities of Left Right Marketing Technology, Inc.
entitled to vote thereon. This action is being taken in accordance with the
requirements of the Delaware Revised Statutes related to corporate law of the
State of Delaware. This Information Statement will serve as written Notice to
stockholders pursuant to Section 222 of the Delaware General Corporation Law
(the "DGCL").
Left Right Marketing Technology, Inc.'s board of directors determined that
the close of business on July 31, 2005 was the record date ("Record Date") for
the stockholders entitled to notice about the actions authorizing:
1. The approval of the following individuals as the Board members of Left
Right Marketing Technology, Inc., S. Matthew Schultz (Chairman) and
Lawrence S. Schroeder.
2. Reverse split Left Right's common stock on a 1 for 1,000 basis, effective
September 20, 2005.
3. The approval of Left Right Marketing Technology, Inc.'s retainer of the
firm of Beadle, McBride, Evans & Reeves, LLP, as the independent auditor
for Left Right Marketing Technology, Inc.
Under Section 222 of the Delaware General Corporation Law (the "DGCL"),
action by stockholders may be taken without a meeting, without prior notice, by
written consent of the holders of outstanding capital stock having not less
than the minimum number of votes that would be necessary to authorize the
action at a meeting at which all shares entitled to vote thereon were present
and voted. On that basis, the stockholders holding a majority of the
outstanding shares of capital stock entitled to vote approved these actions. No
other vote or stockholder action is required. You are hereby being provided
with notice of the approval of these actions by written consent of the
stockholders owning a majority of the outstanding voting securities of Left
Right Marketing Company entitled to vote thereon.
As of the Record Date, there were 94,715,614 common shares outstanding.
The Common Stock constitutes the outstanding class of voting securities of Left
Right Marketing Company. The shares have been considered fully diluted, for a
total amount of 94,715,614 shares used for purposes of the ownership percentage
calculations. Each share entitles the holder to one (1) vote on all matters
submitted to shareholders.
The shareholders holding shares representing approximately 61.16% of the
votes entitled to be cast at a meeting of the Left Right Marketing Company's
shareholders consented in writing to the proposed actions. The shares have been
considered fully diluted, for a total amount of 94,715,614 shares used, for
purposes of the ownership percentage calculations.
On July 31, 2005, the board of directors approved each of the Actions and
authorized Left Right Marketing Company's officers to deliver this Information
Statement.
DISSENTERS' RIGHTS
Under the DGCL, the election of members of the Board of Directors, the
reverse split of the issued and outstanding common stock, and the ratification
of the appointment of independent auditors do not require Left Right to provide
dissenting stockholders with a right of appraisal and Left Right will not
provide stockholders with such a right.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS ACTED UPON
Left Right is not aware of any interest that would be substantially
affected through the change of the Company's name, increasing the authorized
common and preferred stock, change of the year end, or reverse splitting the
issued and outstanding common stock, whether adversely or otherwise.
Voting Securities and Principal Holders Thereof
As of the Record Date, there were 94,715,614 common shares outstanding.
The Common Stock constitutes the outstanding class of voting securities of Left
Right Marketing Technology Company. The shares have been considered fully
diluted, for a total amount of 94,715,614 shares used for purposes of the
ownership percentage calculations. Each share entitles the holder to one (1)
vote on all matters submitted to shareholders.
The following table sets forth the Common Stock ownership information as
of May 31, 2005, with respect to (i) each person known to Left Right Marketing
Technology Company to be the beneficial owner of more that 5% of Left Right
Marketing Technology Company's Common Stock; (ii) each director of Left Right
Marketing Technology Company; and (iii) all directors, executive officers and
designated shareholders of Left Right Marketing Technology Company as a group.
This information as to beneficial ownership was furnished to Left Right
Marketing Technology Company by or on behalf of each person named.
Name of Beneficial Position Number of Shares Percent
Owner (1) with Company Beneficially Owned of Class
S. Matthew Schultz Pres/CEO/Director 57,927,900 61.16%
Lawrence Schroeder Sec/Treasurer/Director 0 0%
ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP:
57,927,900 61.16%
(1) Except as otherwise indicated, the persons or entities named in the
table have sole voting and investment power with respect to all the
shares of Common Stock beneficially owned by them, subject to
community property laws where applicable. Except as otherwise
indicated, the address of each named executive officer, director and
beneficial owner of more than 5% of Left Right Marketing Company's
Common Stock is c/o Left Right Marketing Company at the mailing address
of 585 West 500 South #180, Bountiful, Utah 84010
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
PROPOSALS
Approval of these items requires the affirmative consent of at least a
majority of the outstanding shares of Common Stock of the Left Right Marketing
Company. Shareholders holding a total of 57,927,900 shares of Common Stock
(61.16%) have already consented to such proposals. The shares have been
considered fully diluted, for a total amount of 94,715,614 shares used, for
purposes of the ownership percentage calculations.
PROPOSAL # 1: APPROVAL OF BOARD MEMBERS
The approval of the following individuals as the Board members of Left
Right Marketing Technology, Inc., S. Matthew Schultz (Chairman) and Lawrence S.
Schroeder.
Our Board of Directors presently consists of two members. The term of
office of each person elected as a Director will continue for a period of three
years or until a successor has been duly elected and qualified or until his or
her earlier resignation, removal from office, death or incapacity.
The following is a brief description of the business background of the
directors elected to the Board of Directors of Left Right Marketing Company:
S. MATTHEW SCHULTZ, PRESIDENT AND A DIRECTOR: From April of 2003 to
Present, Mr. Schultz has been President of Wexford Capital Ventures, Inc., a
Utah based strategic financial consulting firm. Mr. Schultz has been
instrumental in creating successful investor awareness campaigns for numerous
publicly traded companies, and assisted in private placement offerings for both
the United States and abroad. From 1999 to 2003, Mr. Schultz was the Chairman
of Pali Financial Group, Inc., an investment banking firm specializing in small
cap securities. Mr. Schultz also served as the vice-president of the Utah
Consumer Lending Association during 1998-1999.
LAWRENCE S. SCHROEDER, SECRETARY, TREASURER AND A DIRECTOR: From 1992 to
Present, Mr. Schroeder works as a private consultant to hospitality and other
industries. Clients include the NFL, NASCAR, MLB, NHL and their officially
licensed consumer products. Mr. Schroeder is a Director for Responsive
Marketing & Communications which was the official marketing agency of record
for the 1996 Olympic Games. Mr. Schroeder is also Chairman and CEO of New World
Entertainment which is a joint venture partner with Fortune Brands,
specifically Jim Beam brands worldwide, developer of "Jim Beam Roadhouse"
concept in Europe.
A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2004, as filed with the Securities and Exchange Commission,
is being mailed with this Information Statement for your reference. You should
read it in conjunction with this Information Statement.
PROPOSAL # 2: REVERSE SPLIT LEFT RIGHT'S COMMON STOCK ON A 1 FOR 1,000 BASIS.
Our Board of Directors has recommended the Company effectuate a reverse
stock split of the outstanding common stock on the basis of one share for every
one thousand shares currently issued and outstanding, effective September
20, 2005 (the "Effective Date"). Each one thousand shares of common stock
outstanding on the Effective Date will be converted automatically into a
single share of common stock. There will not be a change in the par value of
the common stock of Left Right. To avoid the existence of fractional shares of
common stock, if a stockholder would otherwise be entitled to receive a
fractional share, the number of shares to be received will be rounded up to the
next whole share.
Stockholders will hold the same percentage interest in Left Right as
they hold prior to the reverse stock split (subject only to minor variations as
a result of the rounding of fractional shares), but their interest will be
represented by one-fiftieth as many shares. For instance, if a stockholder
presently owns 1,000 shares, after the reverse stock split they will own 1
share (1,000 divided by 1,000 equals 1 share). In no event will stockholders be
reversed below one whole share.
An increase in per share price of Left Right's common stock, which Left
Right expected as a consequence of the reverse stock split, may also enhance
the acceptability of the common stock to the financial community and the
investing public and potentially broaden the investor pool from which Left
Right might be able to obtain additional financing. Because of the trading
volatility often associated with low-priced stocks, as a matter of policy, many
institutional investors are prohibited from purchasing such stocks. For the
same reason, brokers often discourage their customers from purchasing such
stocks. To the extent that the per share price of the common stock increased as
a result of the reverse stock split, some of these concerns may be alleviated.
The reduction in the number of outstanding shares of common stock
caused by the reverse stock split initially increased the per share market
price of the common stock. However, there can be no assurance that the market
price of the common stock will continue to reflect proportionately the reverse
stock split, that any particular price may be achieved, or that any price gain
will be sustained in the future.
POTENTIAL DISADVANTAGES TO THE REVERSE STOCK SPLIT
Reduced Market Capitalization. Theoretically, the overall value of the
Company will not change as a result of the reverse stock split. However, a
reverse stock split is often viewed negatively by the market and, consequently,
can lead to a decrease in the overall market capitalization of the Company.
Increased Transaction Costs. The number of shares held by each
individual stockholder was reduced to one-one thousandth of the number
previously held. This will increase the number of stockholders who hold less
than a "round lot," or 100 shares. Typically, the transaction costs to
stockholders selling "odd lots" are higher on a per share basis. Consequently,
the reverse stock split may increase the transaction costs to existing
stockholders in the event they wish to sell all or a portion of their position.
FEDERAL INCOME TAX CONSIDERATIONS
Neither the Company nor its stockholders recognized any gain or loss
for federal income tax purposes as a result of the reverse stock split. This
conclusion is based on the provisions of the Internal Revenue Code of 1986 (the
"Code"), existing and proposed regulations thereunder, legislative history,
judicial decisions, and current administrative rulings and practices, all in
effect on the date of the reverse stock split. Any of these authorities could
be repealed, overruled, or modified at any time. Any such change could be
retroactive and, accordingly, could cause the tax consequences to vary
substantially from the consequences described herein. No ruling from the
Internal Revenue Service (the "IRS") with respect to the matters discussed
herein has been requested, and there is no assurance that the IRS would agree
with the conclusions set forth in this discussion. Accordingly, you should
consult with your tax advisor.
This discussion may not address certain federal income tax consequences
that may be relevant to particular stockholders in light of their personal
circumstances (such as persons subject to the alternative minimum tax) or to
certain types of stockholders (such as dealers in securities, insurance
companies, foreign individuals and entities, financial institutions, and tax-
exempt entities) who may be subject to special treatment under the federal
income tax laws. This discussion also does not address any tax consequences
under state, local, or foreign laws.
You are urged to consult your tax adviser as to the particular tax
consequences to you of the reverse stock split, including the applicability of
any state, local, or foreign tax laws, changes in applicable tax laws, and any
pending or proposed legislation.
PROPOSAL # 3: APPROVE LEFT RIGHT MARKETING COMPANY'S RETAINER OF THE FIRM
OF BEADLE, MCBRIDE, EVANS & REEVES, LLP, AS THE INDEPENDENT AUDITOR FOR LEFT
RIGHT MARKETING COMPANY.
Our Board of Director's has recommended the appointment of Beadle,
McBride, Evans & Reeves, LLP as our independent auditor for the fiscal year
ending December 31, 2004 and 2005 Acting on that recommendation, the Board of
Directors authorized our CEO to engage Beadle, McBride, Evans & Reeves, LLP, as
Left Right Marketing Company's auditors for the fiscal year ending December 31,
2004 and 2005.
Beadle, McBride, Evans & Reeves, LLP was engaged by the Registrant on
April 23, 2004. During the most recent two fiscal years and during the portion
of 2004 preceding the Board's decision, neither the Company nor anyone engaged
on its behalf has consulted with Beadle, McBride, Evans & Reeves, LLP
regarding: (i) either the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on the Company's financial statements; or (ii) any matter
that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv)
of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of
Regulation S-K).
The audit reports issued by CFO Advantage, Inc. with respect to the
Registrant's financial statements for December 31, 2003 did not contain an
adverse opinion or disclaimer of opinion, and were not qualified or modified as
to uncertainty, audit scope or accounting principles, except for CFO Advantage,
Inc.'s, issuance of going concern opinions on the financial statements for the
fiscal year ending December 31, 2003. From October 2003 through April 20, 2004,
when CFO Advantage, Inc. was dismissed as the Registrant's independent
accountant, there were no disagreements between the Registrant and CFO
Advantage, Inc. on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of CFO Advantage, Inc., would have caused it
to make a reference to the subject matter of the disagreement in connection
with its audit report.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is being provided to Left Right stockholders
pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended.
Rule 14c-2b of the Securities Exchange Act of 1934, as amended, requires
issuers to send or give an information statement to its stockholders at least
20 calendar days prior to the earliest date on which corporate action may be
taken by majority stockholder consent. The annual report filed on Form 10KSB
will included in the filing of this information statement.
Left Right will pay the expenses of furnishing this Information
Statement, including the costs of preparing, assembling and mailing this
Information Statement. Additionally, Left Right has asked brokers and other
custodians, nominees and fiduciaries to forward this Information Statement to
the beneficial owners of the Common Stock held of record by such persons and
will reimburse such persons for out-of-pocket expenses incurred in forwarding
such material.
The Board of Directors does not know of any matters, other than those
described above, that require approval by the stockholders of Left Right and
for which notice is to be given to the stockholders.
Left Right received a majority vote, thereby satisfying the requirements
of the Delaware General Corporation Law and its Certificate of Incorporation
and Bylaws for stockholder approval of the actions taken above. For this
reason, Left Right did not call a special meeting of its stockholders in
respect of the actions taken above and did not ask its stockholders for a proxy
or consent.
ADDITIONAL INFORMATION
Please read all the sections of this information statement carefully.
Left Right Marketing Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended ("Exchange Act") and in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission. These reports, proxy statements
and other information filed by Left Right Marketing Company with the SEC may be
inspected without charge at the public reference section of the SEC at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Copies of this
material also may be obtained from the SEC at prescribed rates. The SEC also
maintains a website that contains reports, proxy and information statements and
other information regarding public companies that file reports with the SEC.
Copies of these materials may be obtained from the SEC's website at
http://www.sec.gov.
INCORPORATION OF INFORMATION BY REFERENCE
The following documents, which are on file with the Commission
(Exchange Act File No. 000-09047) are incorporated in this Information
Statement by reference and made a part hereof:
i.) Current Report on Form 8-K filed April 22, 2004, reporting a change in
Auditors.
ii.) Current Report on Form 8-K filed March 24, 2005, reporting the change
in Directors.
iii.) Annual Report on Form 10-KSB, for the fiscal year ended December 31,
2004.
iv.) Quarterly Report on Form 10-QSB for the quarter ended March 31, 2005.
v.) Quarterly Report on Form 10-QSB for the quarter ended June 30, 2005.
All documents filed by Left Right Marketing Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this information statement and prior to the effective date hereof shall
be deemed to be incorporated by reference in this information statement and
shall be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference in this information statement
and filed with the Commission prior to the date of this information statement
shall be deemed to be modified or superseded for purposes of this information
statement to the extent that a statement contained herein, or in any other
subsequently filed document which is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this information statement.
Left Right Marketing Company will provide without charge to each person
to whom this information statement is delivered, upon written or oral request
of such person, to Lawrence Schroeder, Secretary, Left Right Marketing Company,
585 West 500 South #180, Bountiful, Utah 84010 and its telephone number is
(801) 244-4405 a copy of any or all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference into such documents).
CONCLUSION
As a matter of regulatory compliance, Left Right Marketing Company is
sending you this information Statement which describes the purpose and effect
of the actions set forth herein. As the requisite stockholder vote for the
actions set forth herein, including any amendment to Left Right Marketing
Company's Articles of Incorporation as described in this Information Statement
was obtained upon the delivery of the written consent of a majority of the
shareholders, WE ARE NOT ASKING FOR A PROXY FROM YOU AND YOU ARE REQUESTED NOT
TO SEND US ONE. This Information Statement is intended to provide Left Right
Marketing Company's stockholders information required by the rules and
regulations of the Securities and Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Pursuant to the requirements of the Securities Exchange Act of 1934, Left
Right Marketing Company has duly caused this report to be signed on its behalf
by this undersigned hereunto duly authorized.
LEFT RIGHT MARKETING COMPANY
By: /s/ S. Matthew Schultz
--------------------------
S. Matthew Schultz
President/CEO