UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED DECEMBER 31, 2003
Commission file number 0-13215
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ROAMING MESSENGER, INC.
---------------------------
(Exact name of Registrant as Specified in its Charter)
Nevada 30-0050402
------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
6144 Calle Real Suite, 200, Santa Barbara, California 93117
(Address of principal executive offices) (Zip Code)
(805) 683-7626
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(B) of the Act:
Name of Each Exchange On
Title of Each Class Which Registered
- --------------------- --------------------------
COMMON STOCK OTC
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 during the proceeding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date:
As of February 10, 2004 the number of shares outstanding of the
registrant's only class of common stock was 165,214,696.
Transitional Small Business Disclosure Format (check one):
Yes No X
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Table of Contents
Page
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements...................... 3
Balance Sheets as of December 31, 2003 (unaudited)
and June 30, 2003................................................ 4
Statements of Operations for the Three Months ended
December 31, 2003 and 2002 (unaudited)........................... 5
Statements of Cash Flows for the Three Months ended
December 31, 2003 and 2002 (unaudited)........................... 6
Notes to Condensed Consolidated Financial Statements
(unaudited)....................................................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................. 9
Item 3 Controls and Procedures........................................... 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings ................................................ 13
Item 2. Changes in Securities............................................. 13
Item 3. Defaults upon Senior Securities................................... 13
Item 4. Submission of Matters to a Vote of Security Holders............... 13
Item 5. Other Information................................................. 13
Item 6. Exhibits and Reports on Form 8-K.................................. 14
Signatures................................................................. 15
-2-
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ACCOUNTANTS' REVIEW REPORT
Board of Directors
Roaming Messenger, Inc.
We have reviewed the accompanying consolidated balance sheets of Roaming
Messenger, Inc. and Subsidiary as of December 31, 2003 and June 30, 2003 and the
consolidated statements of operations for the three months and six months ended
December 31, 2003 and 2002, and cash flows for the six months ended December 31,
2003 and 2002. All information included in these financial statements is the
representation of the management of Roaming Messenger, Inc.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to be
in conformity with accounting principles generally accepted in the United States
of America.
As discussed in note 1, certain conditions indicate that the Company may
be unable to continue as a going concern. The accompanying financial statements
do not include any adjustments to the financial statements that might be
necessary should the Company be unable to continue as a going concern.
/s/Rose, Snyder & Jacobs
- -------------------------
Rose, Snyder & Jacobs
A Corporation of Certified Public Accountants
Encino, California
February 5, 2004
-3-
ROAMING MESSENGER, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
(Unaudited)
December 31, June 30,
2003 2003
--------------- --------------
CURRENT ASSETS
Cash $ 952,404 $ 57,408
Accounts receivable, net of allowance for doubtful account of $0 68,436 76,898
Advance to shareholder -
Prepaids and other current assets 41,410 32,860
--------------- --------------
TOTAL CURRENT ASSETS 1,062,250 167,166
--------------- --------------
PROPERTY & EQUIPMENT
Furniture, Fixtures & Equipment 77,123 75,658
Computer Equipment 187,879 152,023
Commerce Server 50,000 50,000
Computer Software 3,535 3,535
Leasehold Improvements 42,194 42,194
--------------- --------------
360,731 323,410
Less: Accumulated depreciation & amortization (227,563) (200,770)
--------------- --------------
NET PROPERTY & EQUIPMENT 133,168 122,640
--------------- --------------
OTHER ASSETS
Lease deposit 7,029 7,029
Other assets 2,261 2,261
--------------- --------------
TOTAL OTHER ASSETS 9,290 9,290
--------------- --------------
TOTAL ASSETS $ 1,204,708 $ 299,096
=============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 17,121 $ 45,399
Accrued liabilities 13,710 42,042
Officer salaries payable 323,109 307,366
Staff salaries payable 31,096 23,447
Note payable 50,000 50,000
Current portion - obligations under capitalized leases 20,348 15,348
--------------- --------------
TOTAL CURRENT LIABILITIES 455,384 483,602
--------------- --------------
LONG TERM LIABILITIES
Obligations under capitalized leases 21,398 17,345
--------------- --------------
TOTAL LONG TERM LIABILITIES 21,398 17,345
--------------- --------------
TOTAL LIABILITIES 476,782 500,947
--------------- --------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT
Capital Stock 165,018 147,912
Additional Paid-in Capital 2,454,383 1,306,502
Accumulated deficit (1,891,475) (1,656,265)
--------------- --------------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) 727,926 (201,851)
--------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) $ 1,204,708 $ 299,096
=============== ==============
Prepared without audit.
See accountants' review report and
notes to financial statements.
-4-
ROAMING MESSENGER, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Six Three Six
months ended months ended months ended months ended
December 31, December 31, December 31, December 31,
2003 2003 2002 2002
--------------------- --------------------- ------------------ ------------------
REVENUE $ 193,176 $ 454,126 $ 225,287 $ 432,408
COST OF REVENUE (26,753) (59,951) (29,078) (57,187)
--------------------- --------------------- ------------------ ------------------
GROSS PROFIT 166,423 394,175 196,209 375,221
OPERATING EXPENSES
Selling, general and administrative
expenses 294,069 509,847 186,866 424,098
Depreciation and amortization 13,931 26,814 12,103 23,843
Research and development 48,943 85,400 36,250 72,504
--------------------- --------------------- ------------------ ------------------
TOTAL OPERATING EXPENSES 356,943 622,061 235,219 520,445
--------------------- --------------------- ------------------ ------------------
OPERATING LOSS (190,520) (227,886) (39,010) (145,224)
--------------------- --------------------- ------------------ ------------------
OTHER INCOME (EXPENSES)
Interest income 1,606 1,832 - 99
Interest expense (4,457) (9,156) (5,471) (11,040)
Other income (expenses) - - (5,512) (4,042)
--------------------- --------------------- ------------------ ------------------
TOTAL OTHER INCOME
(EXPENSES) (2,851) (7,324) (10,983) (14,983)
--------------------- --------------------- ------------------ ------------------
NET LOSS $ (193,371) $ (235,210) $ (49,993) $ (160,207)
===================== ===================== ================== ==================
BASIC AND DILUTED LOSS
PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
===================== ===================== ================== ==================
WEIGHTED AVERAGE NUMBER
OF SHARES 157,267,191 153,164,415 129,565,850 129,184,625
===================== ===================== ================== ==================
Prepared without audit.
See accountants' review report and
notes to financial statements.
-5-
ROAMING MESSENGER, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2003 AND 2002
Six Six
months ended months ended
December 31, December 31,
2003 2002
-------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (235,210) $ (160,207)
Adjustment to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 26,814 23,842
Decrease (increase) in account receivable 8,462 21,955
Decrease (increase) in prepaid and other assets (8,550) 13,835
Decrease (increase) in accounts payable (28,299) (13,291)
Decrease (increase) in officer salaries payable 15,743 31,767
Decrease (increase) in other liabilities (20,683) (4,967)
-------------- -------------
NET CASH USED IN OPERATING ACTIVITIES (241,723) (87,066)
-------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property & equipment (16,196) (1,081)
-------------- -------------
NET CASH USED IN INVESTING ACTIVITIES (16,196) (1,081)
-------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 1,164,987 52,549
Deposit for shares of common stock - 17,650
Payments on capitalized lease obligations (12,072) (11,827)
-------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,152,915 58,372
-------------- -------------
NET INCREASE (DECREASE) IN CASH 894,996 (29,775)
-------------- -------------
CASH AT BEGINNING OF PERIOD 57,408 87,094
-------------- -------------
CASH AT END OF PERIOD $ 952,404 $ 57,319
============== =============
Supplementary disclosures:
Interest paid $ 9,156 $ 11,040
============== =============
Capitalized lease contracted $ 12,125 $ 10,345
============== =============
Prepared without audit.
See accountants' review report and
notes to financial statements.
-6-
ROAMING MESSENGER, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
1. BASIS OF PRESENTATION AND GOING CONCERN
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all normal recurring adjustments considered necessary for a fair
presentation have been included. Operating results for the six-month period
ended December 31, 2003 are not necessarily indicative of the results that
may be expected for the year ending June 30, 2004. For further information
refer to the financial statements and footnotes thereto included in the
Company's Form 10K-SB for the year ended June 30, 2003.
The accompanying financial statements have been prepared on a going concern
basis of accounting, which contemplates continuity of operations,
realization of assets and liabilities and commitments in the normal course
of business. The accompanying financial statements do not reflect any
adjustments that might result if the Company is unable to continue as a
going concern. The Company's losses, negative cash flows from operations
and the working capital deficiency indicate that the Company may be unable
to continue as a going concern. The ability of the Company to continue as a
going concern and appropriateness of using the going concern basis is
dependent upon, among other things, improving cash flows from operations,
and/or additional cash infusion.
2. CAPTIAL STOCK
The weighted average number of shares used for the basic and diluted loss
per share for 2002 has been restated to reflect the recapitalization
transaction that occurred in April 2003. The weighted average number of
shares used for the calculation of diluted loss per share is the same as
the one used for the basic loss per share. The inclusion of any potential
shares to be issued would have had an anti-dilutive effect due to the
Company generating a loss.
3. STOCK OPTIONS AND WARRANTS
Stock-Based Compensation
The Company accounts for employee stock option grants in accordance with
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees and related interpretations (APB 25), and has adopted the
"disclosure only" alternative described in Statement of Financial
Accounting Standards (SFAS) No. 123, Accounting for Stock-Based
Compensation, amended by SFAS No. 148 Accounting for Stock-Based
Compensation-Transition and Disclosure.
SFAS No. 123, Accounting for Stock-Based Compensation, requires pro forma
information regarding net income (loss) using compensation that would have
been incurred if the Company had accounted for its employee stock options
under the fair value method of that statement. Options to purchase 865,994
and 0 shares of Roaming Messenger, Inc. were granted during the six months
ended December 31, 2003 and 2002, respectively. The fair value of options
granted, which have been estimated at $8,275 and $0, respectively, at the
date of grant were determined using the Black-Scholes Option pricing model
with the following assumptions:
2003 2002
---- ----
Risk free interest rate 3.18%-3.27% N/A
Stock volatility factor 0.01 N/A
Weighted average expected option life 4 years N/A
Expected dividend yield None N/A
Prepared without audit.
See accountants' review report.
-7-
ROAMING MESSENGER, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
3. STOCK OPTIONS AND WARRANTS (Continued)
The pro forma net loss and loss per share had the Company accounted for the
options using FAS 123 would have been as follows:
Three Months Six Months Three Months Six Months
Ended Ended Ended Ended
December December December December
31, 2003 31, 2003 31, 2002 31, 2002
------------ ------------ ------------ -----------
Net loss as reported $ (193,371) $ (235,210) $ (49,993) $ (160,207)
Add: Stock-based employee compensation
expense included in reported net loss - - - -
Deduct: Stock-based employee
compensation expense determined under fair
value based method for all awards (55) (8,430) - -
------------ ------------ ------------ -----------
Pro forma net loss $ (193,426) $ (243,640) $ (49,993) $ (160,207)
============ ============ ============ ===========
Basic and diluted pro forma loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ===========
A summary of the Company's stock option activity and related information
follows:
Three Months ended Three Months ended
December 31, 2003 December 31, 2002
------------------------- ---------------------------
Weighted Weighted
average average
exercise exercise
Options price Options price
----------- ---------- ----------- ----------
Outstanding - beginning of quarter 9,309,994 $ 0.08 7,932,812 $ 0.08
Granted 550,000 0.08 - -
Exercised - - - -
Forfeited (125,000) 0.08 - -
----------- --------- ---------- ----------
Outstanding - end of quarter 9,734,994 $ 0.08 7,932,812 $ 0.08
=========== ========= ========== ==========
Weighted average fair value of
options granted during the three
months ended December 31 $ 5,314 $ -
========= ==========
Weighted average fair value of
options granted during the six
months ended December 31 $ 13,589 $ -
========= =========
The weighted average remaining contractual life of options as of December
31, 2003 was as follows:
Weighted
average
Number of remaining
Exercise options contractual Options
Price outstanding life (years) exercisable
----------- ----------- ------------ -----------
$ 0.08 9,734,994 4.65 6,690,463
Prepared without audit.
See accountants' review report.
-8-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CAUTIONARY STATEMENTS
This Form 10-QSB contains financial projections, synergy estimates, and
other "forward-looking statements," as that term is used in federal securities
laws, about Roaming Messenger, Inc.'s financial condition, results of operations
and business. These statements include, among others:
o statements concerning the potential benefits that Roaming Messenger,
Inc. ("RMI" or the "Company") may experience from its business
activities and certain transactions it has completed; and
o statements of RMI's expectations, beliefs, future plans and strategies,
anticipated developments and other matters that are not historical
facts. These statements may be made expressly in this Form 10-QSB. You
can find many of these statements by looking for words such as
"believes," "expects," "anticipates," "estimates," "opines," or similar
expressions used in this Form 10-QSB. These forward-looking statements
are subject to numerous assumptions, risks and uncertainties that may
cause RMI's actual results to be materially different from any future
results expressed or implied by RMI in those statements. The most
important facts that could prevent RMI from achieving its stated goals
include, but are not limited to, the following:
(a) volatility or decline of the Company's stock price;
(b) potential fluctuation in quarterly results;
(c) failure of the Company to earn revenues or profits;
(d) inadequate capital to continue or expand its
business, inability to raise additional capital or
financing to implement its business plans;
(e) failure to commercialize its technology or to make
sales;
(f) changes in demand for the Company's products and
services;
(g) rapid and significant changes in markets;
(h) litigation with or legal claims and allegations by
outside parties;
(i) insufficient revenues to cover operating costs.
There is no assurance that the Company will be profitable, the Company
may not be able to successfully develop, manage or market its products and
services, the Company may not be able to attract or retain qualified executives
and technology personnel, the Company may not be able to obtain customers for
its products or services, the Company's products and services may become
-9-
obsolete, government regulation may hinder the Company's business, additional
dilution in outstanding stock ownership may be incurred due to the issuance of
more shares, warrants and stock options, or the exercise of outstanding warrants
and stock options, and other risks inherent in the Company's businesses.
Because the statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by the
forward-looking statements. RMI cautions you not to place undue reliance on the
statements, which speak only as of the date of this Form 10-QSB. The cautionary
statements contained or referred to in this section should be considered in
connection with any subsequent written or oral forward-looking statements that
RMI or persons acting on its behalf may issue. The Company does not undertake
any obligation to review or confirm analysts' expectations or estimates or to
release publicly any revisions to any forward-looking statements to reflect
events or circumstances after the date of this Form 10-QSB or to reflect the
occurrence of unanticipated events.
CURRENT OVERVIEW
Roaming Messenger, Inc. (the "Company") is a Nevada corporation
formerly known as Latinocare Management Corporation ("LMC"). The Company
originally incorporated in Colorado in July 1983. Effective April 1, 2003, the
Company completed a Plan and Agreement of Reorganization with Warp 9, Inc., a
Delaware corporation ("W9") and effective June 30, 2003, the Company completed a
second Plan and Agreement of Reorganization with W9 (collectively the
"Reorganization") resulting in W9 becoming a wholly owned subsidiary of the
Company. Subsequent to the Reorganization the Company changed its name to
Roaming Messenger, Inc to reflect a new product developed by W9 prior to the
Reorganization. Prior to the Reorganization with W9, the Company had no tangible
assets and insignificant liabilities. The operations of W9 became the business
of the Company after the Reorganization.
The Company has developed a proprietary wireless messaging solution
called "Roaming Messenger" for delivering real-time information for homeland
security, emergency response, military and enterprise applications. Unlike
solutions based on existing messaging technology such as e-mail, text messaging,
and voicemail, Roaming Messenger packages time-critical information into "smart
courier" messages. These messages automatically roam throughout the wired and
wireless worlds - from mobile devices to desktop PCs to central servers -
tracking down people and obtaining responses in real-time.
The Roaming Messenger product line is a new line and the Company has
established a number of strategic partners in several vertical markets for beta
testing and pilot programs. Roaming Messenger is gaining the most traction in
the Public Safety and Emergency Response industry where advanced real-time
wireless messaging is a valuable addition to existing solutions. Roaming
Messenger is primarily distributed via a Value-Added-Reseller ("VAR") or private
labeled model where it is an add-on to existing solutions such as personnel
scheduling, threat detection and response, and computer aided dispatch. The
Company intends to focus on the Public Safety vertical market over the next few
quarters by establishing more channel partners and VARs.
-10-
In facilitating longer term strategic plans, the Company is engaged
in early developments in the enterprise application sector as well. Current
opportunities include Automated Process Control, Mobile Field Service, Remote
Monitoring, Mobile Commerce and Mobile Entertainment applications. All of these
are large market opportunities for the Roaming Messenger technology within the
next 2 to 5 years.
The Company conducts most of its operations in the wholly owned
subsidiary, W9, and financial statements for the Company are consolidated for
reporting purposes. W9 currently offers two primary web-based e-commerce
software products, Internet Commerce System and Email Marketing System, to the
catalog and retail industry. Customers of these e-commerce products pay a
recurring monthly fee for their access and use. A majority of the total revenues
are recurring monthly revenue from e-commerce products. Every new customer is
expected to increase the topline for at least several quarters. From an
operational perspective the e-commerce product line is already profitable.
Revenues from the past quarters has been relatively stable, the Company
anticipates steady growth from the e-commerce products operation as a profit
center.
The Company will continue to fulfill its working capital requirements
through the private placement of common stock. A majority of the investment
proceeds will be allocated for the sales, marketing and technical development of
the Roaming Messenger product line. The Company believes most of its rapid
growth revenue and shareholder value will come from the Roaming Messenger
product line as the wireless industry continues to grow.
RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIOD ENDED DECEMBER 31, 2003
COMPARED TO THE SAME PERIOD IN 2002
Total revenue for the three-month period ending December 31, 2003 was
$193,176 as compared to $225,287 for the three-month period ending December 31,
2002. The difference is primarily the result of an anomalous increase in
one-time, non-recurring, professional services projects in the quarter ended
December 31, 2002. A majority of W9 customers operate in the retail sector and
do not usually purchase mission critical products and services during the
holiday season. The quarter ending December 31 is generally the slowest quarter
of the Company's fiscal year.
Operating expenses increased from $235,219 for the three months ended
December 31, 2002 to $356,943 for the three months ended December 31, 2003.
Primary sources of increase in operating expenses include: an increase of
$12,693 in Research and Development expenses, $12,000 of stock compensation
given to employees, and an increase of $113,691 in Sales and Marketing expenses
and General and Administrative expenses which include new expenses associated
with being a public reporting company. Operating costs are expected to exceed
revenue in the foreseeable future as the Company continues to increase sales and
marketing efforts as well as increased staffing.
-11-
For the three months ended December 31, 2003, the Company's
consolidated net loss was ($193,371) as compared to a consolidated net loss of
($39,010) for the three months ended December 31, 2002.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash at December 31, 2003 of $952,404 as compared to
cash of $57,408 as of June 30, 2003. The Company had a net working capital (i.e.
the difference between current assets and current liabilities) of $606,866 at
December 31, 2003 as compared to a working capital deficit of ($316,436) at June
30, 2003. Cash flow utilized by operating activities was ($241,723) for the six
months ended December 31, 2003 as compared to cash utilized for operating
activities of ($87,066) during the six months ended December 31, 2002. Cash flow
used in investing activities was ($16,196) for the six months ended December 31,
2003 as compared to cash used in investing activities of ($1,081) during the six
months ended December 31, 2002. Cash flow from financing activities was
$1,152,915 for the six months ended December 31, 2003 as compared to cash
provided by financing activities of $58,372 during the six months ended December
31, 2002. For the six months ended December 31, 2003, the Company's capital
needs have primarily been met from the proceeds of a series of private
placements of common stock made by the Company. See "Part II - Item 2. Changes
in Securities."
The Company will need to obtain additional operating capital to permit
continuing execution of its business plan. The Company anticipates that it will
obtain the additional working capital it requires through the private placement
of common stock to domestic accredited investors pursuant to Regulation D of the
Securities Act of 1933, as amended (the "Act"), and to offshore investors
pursuant to Regulation S of the Act. There is no assurance that the Company will
obtain the additional working capital that it needs through private placement of
common stock. The Company has incurred operating deficits since inception, which
are expected to continue until its business model is fully developed.
ITEM 3. CONTROLS AND PROCEDURES
The Company's Chairman, Chief Executive Officer, and Chief Financial
Officer has evaluated the effectiveness of the Company's disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended) as of the end of the period covered by this
quarterly report and, based on this evaluation, has concluded that the
disclosure controls and procedures are effective.
There have been no changes in the Company's internal control over
financial reporting that occurred during the Company's first fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
-12-
PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
In a series of private placements of the Company's common stock made by
the Company the accredited investors from April 8, 2003 to January 15, 2004
pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended
(the "Act"), the Company sold 4,721,763 shares of common stock at a price of
$.08 per share, which raised gross proceeds of $377,741.
In a private placement of the Company's common stock made by the
Company to accredited investors from February 1, 2004 to February 10, 2004
pursuant to Rule 506 of Regulation D of the Act, the Company sold 1,622,500
shares of common stock at a price of $0.16 per share, which raised gross
proceeds of $260,000.
In a private placement of the Company's common stock made by the
Company from July 23, 2003 to February 10, 2004 pursuant to Regulation S of the
Act, the Company sold 12,290,074 shares of common stock at a variable price
equal to 28% of the closing bid price on the date of the purchase of the stock,
which raised gross proceeds of approximately $1,014,054.
In a private placement of the Company's common stock made by the
Company from July 23, 2003 to February 10, 2004 pursuant to Regulation S of the
Act, the Company sold 260,200 shares of common stock at a variable price equal
to 33% of the closing bid price on the date of the purchase of the stock, which
raised gross proceeds of approximately $27,480.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
-13-
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT NO. DESCRIPTION
----------- -----------
3.1 Articles of Incorporation (1)
3.2 Bylaws (1)
4.1 Specimen Certificate for Common Stock (1)
4.2 Non-Qualified Employee Stock Option Plan (2)
10.1 First Agreement and Plan of Reorganization between Latinocare
Management Corporation, a Nevada corporation, and Warp 9,
Inc., a Delaware corporation (3)
10.2 Second Agreement and Plan of Reorganization between Latinocare
Management Corporation, a Nevada corporation, and Warp 9,
Inc., a Delaware corporation (4)
10.3 Exchange Agreement and Representations for shareholders of
Warp 9, Inc.(3)
31.1 Section 302 Certification
32.1 Section 906 Certification
(1) Incorporated by reference from the exhibits included with the Company's
prior Report on Form 10-KSB filed with the Securities and Exchange
Commission, dated March 31, 2003.
(2) Incorporated by reference from the exhibits included in the Company's
Information Statement filed with the Securities and Exchange
Commission, dated August 1, 2003.
(3) Incorporated by reference from the exhibits included with the Company's
prior Report on Form SC 14F1 filed with the Securities and Exchange
Commission, dated April 8, 2003.
(4) Incorporated by reference from the exhibits included with the Company's
prior Report on Form 8K filed with the Securities and Exchange
Commission, dated May 30, 2003.
(b) The following is a list of Current Reports on Form 8-K filed by the Company
during and subsequent to the quarter for which this report is filed.
None.
-14-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 13, 2004 ROAMING MESSENGER, INC.
By: \s\ Jonathan Lei
---------------------------------------
Jonathan Lei, Chairman of the Board,
Chief Executive Officer, President
Chief Financial Officer, and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: \s\ Jonathan Lei Dated: February 13, 2004
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Jonathan Lei, Chairman of the Board,
Chief Executive Officer, President
Chief Financial Officer, and Secretary
By: \s\ Louie Ucciferri Dated: February 13, 2004
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Louie Ucciferri, Director
By: \s\ Tom Djokovich Dated: February 13, 2004
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Tom Djokovich, Director
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