ANNEX E
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
LRMK SGI Combined
Unaudited Unaudited Unaudited
9 months ended 9 months ended 9 months ended
September 30, 2005 September 30, 2005 Adjustments September 30, 2005
------------------ ------------------ ----------- ------------------
Revenue
Operating expenses
General and administrative $ 115,845 $ 1,384 $ 1,294,027 (a) $ 1,411,256
------------- ------------ ----------- -------------
Total operating expenses 115,845 1,384 1,294,027 1,411,256
------------- ------------ ----------- -------------
Loss from operations (115,845) (1,384) (1,294,027) (1,411,256)
Other income (expenses):
Interest expense (1,566) - - -
------------- ------------ ----------- -------------
Total other income (expenses) (1,566) -- -- --
------------- ------------ ----------- -------------
Net loss (117,411) (1,384) (1,294,027) (1,411,256)
Discontinued operations -- -- -- --
Net loss $ (117,411) $ (1,384) $(1,294,027) $ (1,411,256)
------------- ------------ ----------- -------------
(a) Record reverse merger expense.
LRMK SGI Combined
Unaudited Unaudited Unaudited
As of As of 9 months ended
September 30, 2005 September 30, 2005 Adjustments September 30, 2005
------------------ ------------------ ----------- ------------------
ASSETS
Current assets
Cash $ -- $ 100 $ -- $ 100
------------------ ------------------ ----------- ------------------
Total current assets -- 100 -- 100
Intangible Assets, net
of accumulated amortization 7,306 -- 7,306
------------------ ------------------ ----------- ------------------
Total assets $ -- $ 7,406 $ -- $ 7,406
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LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities
Accounts payable $ 128,264 $ - $ - $ 128,264
Loans payable 250,000 - - 250,000
Advance from stockholder 43,033 - - 43,033
Advance from related party - 8,230 - 8,230
Accrued payroll 461,963 - - 461,963
Contingency payable 37,500 - - 37,500
Payroll tax accrual 278,549 - - 278,549
------------------ ------------------ ----------- ------------------
Total current liabilities 1,199,309 8,230 - 1,207,539
------------------ ------------------ ----------- ------------------
Total liabilities 1,199,309 8,230 - 1,207,539
Stockholders' (deficit)
Common stock; $.001 par value;
95,229 and 52,716 shares issued
and outstanding as of September
30, 2005 and December 31, 2004,
respectively 94,718 72 7,578 (a) 102,368
Additional paid-in capital 2,999,192 489 (2,999,192)(b) 489
Preferred Stock - - - -
Accumulated deficit in
development stage (4,293,219) (1,384) 2,991,614 (c) (1,302,989)
------------------ ------------------ ----------- ------------------
Total stockholders' (deficit) (1,199,309) (824) - (1,200,133)
------------------ ------------------ ----------- ------------------
Total liabilities and
stockholders' (deficit) $ 0 $ 7,406 $ - $ 7,406
================== ================== =========== ==================
(a) Adjustment to reflect outstanding common shares post reverse with Strategic
Gaming Investments, Inc. of 7,745,229.
(b) Eliminate additional paid-in capital of Left Right Marketing Techonlogy, Inc.
post reverse merger with Strategic Gaming Investments.
(c) Eliminate deficit earnings of Left Right Marketing Technology, Inc. post
reverse merger, record $1,294,027 of reverse merger expense.
On November 4, 2005, Left Right Marketing Technology, Inc. (LRMT, the Company)
entered into a stock purchase agreement with the shareholders of Strategic
Gaming Investments, to purchase 100% of the issued and outstanding shares of
StrategicGaming Investments, Inc. (SGI), a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada. At the
time of the Agreement, Mr. Schroeder, Mr. Schultz,and Mr. Griffith were officers
and directors of Strategic Gaming Investments and were also officers and
directors of the Company. Pursuant to the agreement, on November 4, 2005 the
Company issued to the shareholders of SGI 7,650,000 shares of the Companys
restricted common stock. As a result of the stock purchase agreement, Strategic
Gaming Investments, Inc. became a wholly owned subsidiary of the Company. Prior
to this acquisition, the Company had no operations, assets and approximately
$1.2 million in liabilities as of September 30, 2005.
The adjustments to the historical financial statements reflect the effect of the
recording of the reverse merger of the Company and the previously privately-held
Strategic G aming Investments, Inc. The reported results of operations and
financial condition are those of SGI since the Company has no operations or
capital transactions other than the above-described acquisitions which this
transaction has been accounted for as reverse acquisition. The adjustments
eliminate the results of operations of the Company for the periods before the
reverse acquisition of the Company by Strategic Gaming Investments, combine the
balance sheets of both entities and reflect the stockholders' equity/deficit as
if the transaction had occurred at the date of the pro forma statements.