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 September 30, 2005
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
- -------------- ----------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
50 Castilian Dr. Suite A, 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 November 17, 2005 the number of shares outstanding of the
registrant's only class of common stock was 183,747,703.
Transitional Small Business Disclosure Format (check one):
Yes ________ No ____X____
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Balance Sheets as of September 30, 2005 (unaudited) and June 30, 2005................................ 2
Statements of Operations for the Three Months ended September 30, 2005
and 2004 (unaudited)................................................................................. 3
Statements of Cash Flows for the Three Months ended
September 30, 2005 and 2004 (unaudited).............................................................. 4
Notes to Condensed Consolidated Financial Statements
(unaudited).......................................................................................... 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................................................ 7
Item 3. Controls and Procedures.............................................................................. 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings ................................................................................... 11
Item 2. Changes in Securities................................................................................ 11
Item 3. Defaults upon Senior Securities...................................................................... 11
Item 4. Submission of Matters to a Vote of Security Holders.................................................. 12
Item 5. Other Information.................................................................................... 12
Item 6. Exhibits and Reports on Form 8-K..................................................................... 12
Signatures.................................................................................................... 13
1
PART I. FINANCIAL INFORMATION
Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ROAMING MESSENGER, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
(Unaudited)
September 30, June 30,
2005 2005
--------------- --------------
CURRENT ASSETS
Cash $ 85,911 $ 237,529
Accounts receivable, net of allowance for doubtful account of $7,380 and $7,380 159,480 178,729
Prepaid expenses 23,427 19,347
--------------- --------------
TOTAL CURRENT ASSETS 268,818 435,605
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PROPERTY & EQUIPMENT
Furniture, Fixtures & Equipment 88,341 88,341
Computer Equipment 466,017 435,292
Commerce Server 50,000 50,000
Computer Software 7,960 7,960
--------------- --------------
612,318 581,593
Less: Accumulated depreciation & amortization (354,446) (331,053)
--------------- --------------
NET PROPERTY & EQUIPMENT 257,872 250,540
--------------- --------------
OTHER ASSETS
Lease deposit 9,749 10,237
Restricted Cash 93,000 93,000
Other assets 3,935 3,935
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TOTAL OTHER ASSETS 106,684 107,172
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TOTAL ASSETS $ 633,374 $ 793,317
=============== ==============
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 213,940 $ 121,645
Accrued liabilities 243,063 227,420
Bank line of credit 75,000 -
Deferred income 49,334 26,667
Accrued officer salary 237,981 237,981
Accrued staff salary and related 55,322 50,410
Note payable 30,000 30,000
Current portion - obligations under capitalized leases 51,875 49,846
Stockholders deposit 32,000 -
--------------- --------------
TOTAL CURRENT LIABILITIES 988,515 743,969
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LONG TERM LIABILITIES
Obligations under capitalized leases 93,839 89,785
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TOTAL LONG TERM LIABILITIES 93,839 89,785
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TOTAL LIABILITIES 1,082,354 833,754
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COMMITMENTS & CONTINGENCIES
SHAREHOLDERS' DEFICIT
Capital Stock 181,917 180,807
Additional Paid-in Capital 5,049,821 4,950,066
Accumulated deficit (5,680,718) (5,171,310)
--------------- --------------
TOTAL SHAREHOLDERS' DEFICIT (448,980) (40,437)
--------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 633,374 $ 793,317
=============== ==============
Prepared without audit.
See notes to condensed consolidated financial statements.
2
ROAMING MESSENGER, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Three
months ended months ended
September 30, 2005 September 30, 2004
------------------- ------------------
REVENUE $ 337,926 $ 309,704
COST OF REVENUE (107,054) (97,558)
------------------- ------------------
GROSS PROFIT 230,872 212,146
OPERATING EXPENSES
Selling, general and administrative expenses 607,643 493,375
Research and development 106,377 122,114
Depreciation and amortization 23,393 18,695
------------------- ------------------
TOTAL OPERATING EXPENSES 737,413 634,184
------------------- ------------------
OPERATING LOSS (506,541) (422,038)
------------------- ------------------
OTHER INCOME (EXPENSES)
Interest income 1,016 2,157
Interest expense (10,268) (3,997)
Other Income 6,386 -
------------------- ------------------
TOTAL OTHER INCOME (EXPENSES) (2,866) (1,840)
------------------- ------------------
NET LOSS $ (509,407) $ (423,878)
=================== ==================
BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.00)
=================== ==================
WEIGHTED AVERAGE NUMBER OF SHARES 181,445,352 172,445,810
=================== ==================
Prepared without audit.
See notes to condensed consolidated financial statements.
3
ROAMING MESSENGER, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Three
months ended months ended
September 30, 2005 September 30, 2004
------------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (509,407) $ (423,878)
Adjustment to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 23,393 18,694
Warrants and stock issued for services 74,947 27,350
Decrease (increase) in account receivable 19,249 (17,762)
Decrease (increase) in prepaid expenses and other assets (3,592) (16,735)
(Decrease) increase in accounts payable 92,295 44,219
(Decrease) increase in officer salaries payable - (5,749)
(Decrease) increase in staff salaries payable 4,912
(Decrease) increase in deferred income 22,667 -
(Decrease) increase in other liabilities 15,643 13,668
------------------- ------------------
NET CASH USED IN OPERATING ACTIVITIES (259,893) (360,193)
------------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Employee advances - (249)
Purchase of property & equipment (10,928) (33,645)
------------------- ------------------
NET CASH USED IN INVESTING ACTIVITIES (10,928) (33,894)
------------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 25,916 9,623
Proceeds from bank line of credit 75,000
Deposit for shares of common stock 32,000 19,875
Payments on note payable - (5,500)
Payments on capitalized lease obligations (13,713) (9,159)
------------------- ------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 119,203 14,839
------------------- ------------------
NET INCREASE (DECREASE) IN CASH (151,618) (379,248)
------------------- ------------------
CASH AT BEGINNING OF PERIOD 237,529 1,495,102
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CASH AT END OF PERIOD 85,911 $ 1,115,853
=================== ==================
Supplementary disclosures:
Interest paid $ 10,268 $ 3,997
=================== ==================
Capitalized lease contracted $ 19,796 $ 29,050
=================== ==================
Prepared without audit.
See notes to condensed consolidated financial statements.
4
ROAMING MESSENGER, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005
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 three-month
period ended September 30, 2005 are not necessarily indicative of the
results that may be expected for the year ending June 30, 2006. 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, 2005.
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 and negative cash flows from operations
raise substantial doubt about the Company's ability 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, additional cash infusion.
2. 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 900,000
and 1,200,000 shares of Roaming Messenger, Inc. were granted during the
three months ended September 30, 2005 and 2004, respectively. The fair
value of options granted, which have been estimated at $29,980 and
$111,480, respectively, at the date of grant were determined using the
Black-Scholes Option pricing model with the following assumptions:
2005 2004
----- ----
Risk free interest rate 4.01% 3.36%
Stock volatility factor 0.24 0.70
Weighted average expected option life 4 years 4 years
Expected dividend yield None None
Prepared without audit.
5
ROAMING MESSENGER, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005
2. 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 Three Months
Ended Ended
September September
30, 2005 30, 2004
------------- -------------
Net loss as reported $ (509,407) $ (423,878)
Basic and diluted net loss per share
as reported (0.00) (0.00)
Add: Stock based employee compensation - -
expense included in net reported loss, net of
related taxes
Deduct: Stock based employee (30,738) (18,970)
compensation expense determined under fair
value based method for all awards, net of
related taxes
------------- -------------
Pro forma net loss $ (540,145) $ (442,848)
============= =============
Basic and diluted pro forma loss per share $ (0.00) $ (0.00)
============= =============
During the three month period ended September 30, 2005 (i) 900,000 options
were granted at an exercise price of $0.13 per share. As of September 30,
2005, total outstanding unexercised options are 5,134,994.
WARRANTS
On September 30, 2005, the Company granted warrants to purchase 163,500
shares of common stocks at $0.10 per share for consulting services. These
warrants expire on September 30, 2007, and were valued at $1,848 using the
Black-Scholes model.
3. LINE OF CREDIT
On August 11, 2005, the Company was approved for a $100,000 revolving line
of credit from Bank of America at an interest of prime plus 4 percentage
points. This line of credit is not secured by assets of the Company. The
effective interest rate of the line of credit at September 30, 2005 was
10.5%. As of September 30, 2005, $75,000 was borrowed under the line.
Prepared without audit.
6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CAUTIONARY STATEMENTS
This Form 10-QSB may contain "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
obsolete, government regulation may hinder the Company's business, additional
7
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
We are a software company and have developed a proprietary system that
enables software programs and other business applications connect to and
communicate with wired and wireless devices, such as cellular phones, computers
and personal digital assistants. This system, known as the Roaming Messenger
Platform, serves as a gateway to the mobile world for a variety of software
programs and other business applications such as those used in emergency
response, homeland security, logistics, healthcare and financial services.
The Roaming Messenger Platform allows applications to send out smart
messages, or "messengers," to mobile devices. Unlike regular e-mail messages,
these software messengers are encrypted, and have the ability to roam
automatically among mobile devices, trying to get the attention of the user,
confirm receipt, present interactive forms, and transmit real-time responses
back to the sending application. They also have the ability to move
independently to alternative recipients in if the originally intended recipient
does not respond in a timely fashion.
For example, a software messenger may try to locate a person on his or
her computer, and if there is no response, move to that person's cellular phone,
and subsequently move to that person's personal digital assistants. If still
unanswered, the messenger will travel automatically to the next person with
authority to act on the message, such as a superior of the originally intended
recipient.
The Roaming Messenger Platform is being offered as a standalone server
product or a hosted service. We expect to sell and license the Roaming Messenger
product to system integrators and application developers in markets such as
emergency response services, the military and private businesses. For example,
we might sell a Roaming Messenger Gateway server to a systems integrator that is
designing an emergency alert and notification system. We plan to sell Roaming
Messenger through channel partners and value-added resellers (VARs) who are
established in their respective vertical markets.
8
While Roaming Messenger is a horizontal product with applications in
many markets, our primary sales and marketing strategy continues to be
vertically focused. We will however continue to execute various low-cost
horizontal marketing programs, concurrently, to identify new opportunities in
non-primary vertical markets - for example, healthcare and enterprise markets.
Our growth strategy consists of three phases:
o During Phase I we will focus our marketing efforts on the
Homeland Security and Public Safety markets
o During Phase II we will focus on the enterprise markets for
business process management and communication applications.
o During Phase III we will focus on the consumer markets for
application such as mobile commerce and mobile gaming.
In executing our growth strategy, strategic acquisition of synergistic
companies may be explored. When decide on potential acquisition candidates, we
will consider whether the candidate offers (i) access to customers and
(ii)complementary products or services.
We have generated only minimal revenues from the Roaming Messenger
Platform. To date, almost all of our revenues have been generated by Warp 9,
Inc., our wholly-owned subsidiary, that offers web-based e-commerce software
products and services to the catalog and direct marketing industry. However, in
the future, we believe that a large majority of our revenues will come from the
sale of our Roaming Messenger technology in the future.
RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2005
COMPARED TO THE SAME PERIOD IN 2004
Total revenue for the three-month period ending September 30, 2005 was
$337,926 as compared to $309,704 for the three-month period ending September 30,
2004.
The cost of revenue for the three-month period ending September 30,
2005 was 32% as compared to 32% for the three-month period ending September 30,
2004.
Operating expenses increased from $634,184 for the three months ended
September 30, 2004 to $737,413 for the three months ended September 30, 2005.
The increase in operating expenses between the two periods is primarily due
increased in non-cash expenses for sales, marketing and advisory services.
The $737,413 operating expenses includes non-cash charges of (i)
$73,100 of unregistered stock for business development and advisory services,
and (ii) $1,848 expense for the issuance of warrants to business development
contractors in lieu of cash payment for their services. The value of the
warrants was determined using the Black Scholes model.
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.
9
For the three months ended September 30, 2005, the Company's
consolidated net loss was ($509,407) as compared to a consolidated net loss of
($423,878) for the three months ended September 30, 2004.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash at September 30, 2005 of $85,911 as compared to
cash of $237,529 as of June 30, 2005. The Company had net working capital
deficit (i.e. the difference between current assets and current liabilities) of
($719,697) at September 30, 2005 as compared to a net working capital deficit of
($308,364) at June 30, 2004. Cash flow utilized by operating activities was
($259,893) for the three months ended September 30, 2005 as compared to cash
utilized for operating activities of ($360,193) during the three months ended
September 30, 2004. Cash flow used in investing activities was ($10,928) for the
three months ended September 30, 2005 as compared to cash used in investing
activities of ($33,894) during the three months ended September 30, 2004. Cash
flow provided by financing activities was $119,203 for the three months ended
September 30, 2005 as compared to cash provided by financing activities of
$14,839 for the three months ended September 30, 2004.
On August 11, 2005, the Company was approved for a $100,000 revolving
line of credit from Bank of America at an interest of prime plus 4 percentage
points. This line of credit is not secured by assets of the Company. The
effective interest rate of the line of credit at September 30, 2005 was 10.5%.
As of September 30, 2005, $75,000 was borrowed under this line of credit
On March 28, 2005, we entered into a Periodic Equity Investment
Agreement with Wings Fund, Inc. Pursuant to the Periodic Equity Investment
Agreement, we may, on a monthly basis commencing after the effective date of the
registration statement in connection with that agreement, periodically sell to
Wings Fund, Inc. shares of common stock for a total purchase price of up to
$3,000,000. Such monthly sales are limited to a maximum aggregate of $250,000.
The registration statement was filed on May 3, 2005 and declared effective by
the Securities and Exchange Commission on August 11, 2005. We may now sell up to
$250,000 per month worth of registered common stock to Wings Fund Inc. at our
discretion until August 11, 2006.
The issuance and sale of shares pursuant to the Periodic Equity
Investment Agreement is likely to result in substantial dilution to the
interests of our other stockholders. The number of shares issuable pursuant to
the Periodic Equity Investment Agreement will increase if the market price of
our stock decreases. There is no upper limit on the number of shares that we may
be required to issue under the agreement with Wings. This will have the effect
of further diluting the proportionate equity interest and voting power of
holders of our common stock. Our agreement with Wings contains a provision that
limits its interest in our common stock to 4.99% of the outstanding shares.
Although Wings may waive this provision, there can be no assurance that it will
do so. Therefore, we may never receive the entire amount of capital contemplated
under the agreement.
10
If for some reason we are not able to draw down the entire $3,000,000,
we may have to obtain additional operating capital from other sources to enable
us to execute our business plan. We anticipate that we will obtain any
additional required working capital 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"), or to offshore investors
pursuant to Regulation S of the Act. There is no assurance that we will obtain
the additional working capital that we need through the private placement of
common stock. In addition, such financing may not be available in sufficient
amounts or on terms acceptable to us.
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
The Company is involved in certain legal actions and claims arising in
the ordinary course of business. It is the opinion of management, based on
advice of legal counsel, that such litigation and claims will be resolved
without a material effect on the Company's financial position.
Item 2. CHANGES IN SECURITIES
During the quarter ended September 30, 2005, the Company issued 470,000
shares of unregistered common stock to three individuals as compensation for
services rendered to the Company. The shares were valued at the market price of
the Company's common stock at the time of issuance ranging from $0.13 to $0.16
per share.
During the quarter ended September 30, 2005, the Company issued 640,000
shares of registered common stock to Wings Fund Inc. for a gross proceed of
$40,000 pursuant to the Periodic Equity Investment Agreement that was declared
effective by the SEC on August 11, 2005.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
11
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 DESCRIPTION
NO.
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, 2002.
(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
12
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: November 17, 2005 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: November 17, 2005
--------------------------------------
Jonathan Lei, Chairman of the Board,
Chief Executive Officer, President
Chief Financial Officer, and Secretary
13