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 MARCH 31, 2004
Commission file number 0-13215
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ROAMING MESSENGER, INC.
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(Exact name of Registrant as Specified in its Charter)
Nevada 30-0050402
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(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
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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 May 10, 2004 the number of shares outstanding of the registrant's
only class of common stock was 171,823,765.
Transitional Small Business Disclosure Format (check one):
Yes No X
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TABLE OF CONTENTS
Page
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PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements..........................3
Balance Sheets as of March 31, 2004 (unaudited) and June 30, 2003....4
Statements of Operations for the Three and Nine Months
ended March 31, 2004 and 2003 (unaudited)............................5
Statements of Cash Flows for the Nine Months ended
March 31, 2004 and 2003 (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 ...................................................12
Item 2. Changes in Securities................................................13
Item 3. Defaults upon Senior Securities......................................14
Item 4. Submission of Matters to a Vote of Security Holders..................14
Item 5. Other Information....................................................14
Item 6. Exhibits and Reports on Form 8-K.....................................14
Signatures....................................................................15
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PART I. FINANCIAL INFORMATION
Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ACCOUNTANTS' REVIEW REPORT
Board of Directors
Roaming Messenger, Inc. and Subsidiary
We have reviewed the accompanying consolidated balance sheets of Roaming
Messenger, Inc. and Subsidiary as of March 31, 2004 and June 30, 2003 and the
consolidated statements of operations for the three months and nine months ended
March 31, 2004 and 2003, and the consolidated statements of cash flows for the
nine months ended March 31, 2004 and 2003. 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.
/s/Rose, Snyder & Jacobs
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Rose, Snyder & Jacobs
A Corporation of Certified Public Accountants
Encino, California
May 3, 2004
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ROAMING MESSENGER, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
(Unaudited)
March 31, June 30,
2004 2003
----------- -----------
CURRENT ASSETS
Cash $ 1,663,014 $ 57,408
Accounts receivable, net of allowance for doubtful account of $0 102,159 76,898
Prepaid expenses 72,925 32,860
----------- -----------
TOTAL CURRENT ASSETS 1,838,098 167,166
----------- -----------
PROPERTY & EQUIPMENT
Furniture, Fixtures & Equipment 83,084 75,658
Computer Equipment 191,229 152,023
Commerce Server 50,000 50,000
Computer Software 3,535 3,535
Tenant Improvements 42,194 42,194
----------- -----------
370,042 323,410
Less: Accumulated depreciation & amortization (243,106) (200,770)
----------- -----------
NET PROPERTY & EQUIPMENT 126,936 122,640
----------- -----------
OTHER ASSETS
Lease deposit 7,029 7,029
Other assets 1,876 2,261
----------- -----------
TOTAL OTHER ASSETS 8,905 9,290
----------- -----------
TOTAL ASSETS $ 1,973,939 $ 299,096
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 38,379 $ 45,399
Accrued liabilities 15,346 42,042
Officer salaries payable 243,731 307,366
Staff salaries payable 42,710 23,447
Note payable 45,500 50,000
Current portion - obligations under capitalized leases 19,462 15,348
----------- -----------
TOTAL CURRENT LIABILITIES 405,128 483,602
----------- -----------
LONG TERM LIABILITIES
Obligations under capitalized leases 13,447 17,345
Deposit - shareholder - -
----------- -----------
TOTAL LONG TERM LIABILITIES 13,447 17,345
----------- -----------
TOTAL LIABILITIES 418,575 500,947
----------- -----------
SHAREHOLDERS' EQUITY (DEFICIT)
Capital Stock 174,297 147,912
Additional Paid-in Capital 3,735,193 1,306,502
Stock Issuance Costs (103,029) -
Accumulated deficit (2,251,097) (1,656,265)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) 1,555,364 (201,851)
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) $ 1,973,939 $ 299,096
=========== ===========
Prepared without audit.
See accountants' review report and
notes to financial statements.
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ROAMING MESSENGER, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Nine Three Nine
months ended months ended months ended months ended
March 31, 2004 March 31, 2004 March 31, 2003 March 31, 2003
---------------- ---------------- ---------------- ----------------
REVENUE $ 234,701 $ 688,827 $ 235,785 $ 668,193
COST OF REVENUE (25,088) (85,039) (25,122) (82,309)
---------------- ---------------- ---------------- ----------------
GROSS PROFIT 209,613 603,788 210,663 585,884
OPERATING EXPENSES
Selling, general and
administrative expenses 443,351 953,219 205,512 629,610
Depreciation and amortization 15,153 41,946 12,483 36,326
Research and development 109,492 194,892 36,250 108,754
---------------- ---------------- ---------------- ----------------
TOTAL OPERATING
EXPENSES 567,996 1,190,057 254,245 774,690
---------------- ---------------- ---------------- ----------------
OTHER INCOME (EXPENSES)
Interest income 2,194 4,026 28 127
Interest expense (3,433) (12,589) (5,477) (16,517)
Other expense - - - (4,042)
---------------- ---------------- ---------------- ----------------
TOTAL OTHER INCOME
(EXPENSES) (1,239) (8,563) (5,449) (20,432)
---------------- ---------------- ---------------- ----------------
NET LOSS $ (359,622) $ (594,832) $ (49,031) $ (209,238)
================ ================ ================ ================
BASIC AND DILUTED LOSS
PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
================ ================ ================ ================
WEIGHTED AVERAGE
NUMBER OF SHARES 167,747,115 157,989,963 129,984,088 129,582,100
================ ================ ================ ================
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 NINE MONTHS ENDED MARCH 31, 2004 AND 2003
Nine Nine
months ended months ended
March 31, 2004 March 31, 2003
---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (594,832) $ (209,238)
Adjustment to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 41,946 36,326
Decrease (increase) in account receivable (25,261) (224)
Decrease (increase) in prepaid expenses (40,065) 23,528
Decrease (increase) in accounts payable 33,755 (61,059)
Decrease (increase) in officer salaries payable (63,635) 46,267
Decrease (increase) in other liabilities (7,433) 7,818
---------------- ----------------
NET CASH USED IN OPERATING ACTIVITIES (655,525) (156,582)
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property & equipment (25,507) (3,708)
---------------- ----------------
NET CASH USED IN INVESTING ACTIVITIES (25,507) (3,708)
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 2,352,047 133,019
Deposit for shares of common stock - 17,650
Payment on note payable (4,500) -
Payments on capitalized lease obligations (20,909) (17,062)
Issuance of common stock for services 40,000 -
---------------- ----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,286,638 133,607
---------------- ----------------
NET INCREASE (DECREASE) IN CASH 1,605,606 (26,683)
CASH AT BEGINNING OF PERIOD 57,408 87,094
---------------- ----------------
CASH AT END OF PERIOD $ 1,663,014 $ 60,411
================ ================
Supplementary disclosures:
Interest paid $ 12,589 $ 16,517
================ ================
Capitalized leases contracted: $ 12,125 $ 21,591
================ ================
Prepared without audit.
See accountants' review report and
notes to financial statements.
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ROAMING MESSENGER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004
1. BASIS OF PRESENTATION
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 nine-month
period ended March 31, 2004 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 10-SB for the year ended June 30, 2003.
2. CAPITAL STOCK
The weighted average number of shares used for the basic and diluted loss
per share for 2003 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
2,465,994 and 0 shares of Roaming Messenger, Inc. were granted during the
nine months ended March 31, 2004 and 2003, respectively. The fair value of
options granted, which have been estimated at $60,982 and $0, respectively,
at the date of grant were determined using the Black-Scholes Option pricing
model with the following assumptions:
2004 2003
---- ----
Risk free interest rate 3.18% - 3.83% 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 SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004
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 Nine Months Three Months Nine Months
Ended Ended Ended Ended
March March March March
31, 2004 31, 2004 31, 2003 31, 2003
------------ ------------ ------------ -----------
Net loss as reported $ (359,622) $ (594,832) $ (49,031) $ (209,238)
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 (14,402) (22,832) - -
------------ ------------ ------------ -----------
Pro forma net loss $ (374,024) $ (617,664) $ (49,031) $ (209,238)
============ ============ ============ ===========
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
March 31, 2004 March 31, 2003
------------------------- ---------------------------
Weighted Weighted
average average
exercise exercise
Options price Options price
----------- ---------- ----------- ----------
Outstanding - beginning of quarter 9,734,994 $ 0.08 7,932,812 $ 0.08
Granted 1,050,000 0.32 - -
Exercised (1,875,000) - - -
----------- --------- ---------- ----------
Outstanding - end of quarter 8,909,994 $ 0.11 7,932,812 $ 0.08
=========== ========= ========== ==========
Fair value of options granted
during the quarter $ 47,393 $ -
=========== ===========
The weighted average remaining contractual life of options as of March 31,
2004 was as follows:
Weighted
average
Number of remaining
Exercise options contractual Options
Price outstanding life (years) exercisable
----------- ----------- ------------ -----------
$ 0.11 8,909,994 4.12 5,688,383
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 may contains "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 contemplates or 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
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 from which the Company
has not yet earned significant revenue. 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.
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 expected to be significant market opportunities for the Roaming Messenger
technology within the next 2 to 5 years.
The Company conducts most of its operations in its wholly owned
subsidiary, Warp 9, Inc. ("W9"), and financial statements for the Company and W9
are consolidated for reporting purposes. In addition to the Roaming Messenger
product, W9 currently offers two primary web-based e-commerce software products,
Internet Commerce System and Email Marketing System, to the catalog and retail
-10-
industry. These products were introduced for sale to the Business market before
the development of the Roaming Messenger product and have been a source of
revenue for W9 since 1999. 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.
Revenue 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 in revenue and shareholder value, if achieved, will come from the Roaming
Messenger product line as the wireless industry continues to grow.
RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2004 COMPARED
TO THE SAME PERIOD IN 2003
Total revenue for the three-month period ending March 31, 2004 was
$234,701 as compared to $235,785 for the three-month period ending March 31,
2003.
Operating expenses increased from $254,245 for the three months ended
March 31, 2003 to $567,996 for the three months ended March 31, 2004. The large
increase in operating expenses between the two periods is due to the fact that
prior to March 31, 2003, the Company was not a public company and had minimal
working capital. Primary sources of increase in operating expenses include: an
increase of $73,242 in Research and Development expenses, and an increase of
$237,839 in Selling and General and Administrative expenses which include
additional personnel and new expenses associated with being a public company.
The $237,829 increase in Selling and General Administrative expenses
includes $40,000 of stock compensation arising from the issuance of 500,000
shares of restricted common stock paid to consultants for services rendered. The
share price used for expensing stock compensation is equivalent to the share
price of a concurrent private placement of restricted common stock. The Company
incurred $65,000 of cash expense for investor relation services provided by two
investor relations firms that have been utilized by the 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 increasing staff.
For the three months ended March 31, 2004, the Company's consolidated
net loss was ($359,622) as compared to a consolidated net loss of ($49,031) for
the three months ended March 31, 2003.
-11-
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash at March 31, 2004 of $1,663,014 as compared to
cash of $57,408 as of June 30, 2003. The Company had net working capital (i.e.
the difference between current assets and current liabilities) of $1,432,970 at
March 31, 2004 as compared to a working capital deficit of ($316,436) at June
30, 2003. Cash flow utilized by operating activities was ($655,525) for the nine
months ended March 31, 2004 as compared to cash utilized for operating
activities of ($156,582) during the nine months ended March 31, 2003. Cash flow
used in investing activities was ($25,507) for the nine months ended March 31,
2004 as compared to cash used in investing activities of ($3,708) during the
nine months ended March 31, 2003. Cash flow from financing activities was
$2,286,638 for the nine months ended March 31, 2004 as compared to cash provided
by financing activities of $133,607 during the nine months ended March 31, 2003.
For the nine months ended March 31, 2004, 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 the 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 third fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II. - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None.
-12-
Item 2. CHANGES IN SECURITIES
In a series of private placements of the Company's common stock made by
the Company to 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 a total of 4,871,763 shares of common stock for a
price of $0.08 per share, 1,000,000 of which were sold during the quarter ending
March 31, 2004 raising gross proceeds of $80,000. This offering was completed
and terminated on January 15, 2004.
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. This offering was completed and terminated on February 10,
2004.
In a private placement of the Company's common stock made by the
Company to accredited investors from February 23, 2004 to March 10, 2004
pursuant to Rule 506 of Regulation D of the Act, the Company sold 1,500,000
shares of common stock at a price of $0.35 per share, which raised gross
proceeds of $525,000. This offering was completed and terminated on March 10,
2004.
In a private placement of the Company's common stock made by the
Company to accredited investors from March 15, 2004 to May 15, 2004 pursuant to
Rule 506 of Regulation D of the Act, the Company intends to sell 2,000,000
shares of common stock at a price of $0.50 per share. Total gross proceeds from
this offering during the quarter ended March 31, 2004 was $0. Total gross
proceeds from this offering as of May 10, 2004 were $210,000 from the sale of
420,000 shares. This offering has not been terminated and can be terminated at
the discretion of the Company.
In a private placement of the Company's common stock made by the
Company from July 23, 2003 to April 20, 2004 pursuant to Regulation S of the Act
at a variable price equal to 28% of the closing bid price on the date of the
purchase of the stock, the Company raised gross proceeds of approximately
$114,669, during the quarter ending March 31, 2004. The total gross proceeds
raised in this offering from July 23, 2003 to April 20, 2004, was $1,096,416
from the sale of 13,181,027 shares. This offering was terminated on April 20,
2004.
In a private placement of the Company's common stock made by the
Company from November 5, 2003 to March 31, 2004 pursuant to Regulation S of the
Act at a variable price equal to 33% of the closing bid price on the date of the
purchase of the stock, the Company raised gross proceeds of $58,211 during the
quarter ending March 31, 2004. The gross proceeds raised in this offering as of
May 10, 2004 were $81,886 from the sale of 446,900 shares. The Company is
offering a total of 3,000,000 shares pursuant to this private placement, which
has not been terminated and can be terminated at the discretion of the Company
with five (5) days prior written notice to the purchaser.
-13-
In the quarter ended March 31, 2004, an officer of the Company
exercised 1,875,000 stock options at an exercise price of $0.08 per share. The
Company received gross proceeds of $150,000 for the issuance of 1,875,000 shares
of restricted and unregistered common stock to the officer.
In January 2004, the Company entered into a consulting agreement with
an investor relations firm where the Company issued 400,000 shares of restricted
and unregistered common stock for services rendered.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(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.
-14-
(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.
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: May 10, 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: May 10, 2004
--------------------------------------
Jonathan Lei, Chairman of the Board,
Chief Executive Officer, President
Chief Financial Officer, and Secretary
By: \s\ Louie Ucciferri Dated: May 10, 2004
---------------------------------------
Louie Ucciferri, Director
By: \s\ Tom Djokovich Dated: May 10, 2004
---------------------------------------
Tom Djokovich, Director
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