SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(12g3)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: May 15, 2003
ROAMING MESSENGER, INC.
---------------------------
(Name of Registrant)
Nevada 000-13215 30-0050402
- ----------------- ------------- ------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.
incorporation post-merger)
post-merger)
6144 Calle Real Suite 200, Santa Barbara, CA 93117
----------------------------------------------------------
(NEW ADDRESS)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (805) 683-7626
1
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On April 1, 2003, the company entered into a Plan and Agreement of
Reorganization with Warp 9, Inc., and its shareholders whereby the company is
acquiring 93% of the issued and outstanding common stock of Warp 9, Inc. in
exchange for 122,620,913 shares of common stock of the company.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
When completed, Warp 9, Inc., a Delaware corporation, will be a
subsidiary of the company.
Warp 9, Inc. ("Warp 9") has developed Roaming Messenger, a
proprietary solution 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 getting responses in real-time.
Company History
Warp 9 Technologies, LLC, a California limited liability company ("Warp 9 LLC"),
was founded in February 1996 by Jon Lei and Roger Endo to provide Internet
products and services. In May 1996, Warp 9 LLC launched SBnet, an Internet
service provider dedicated to providing high-quality Internet access and
customer service. Warp 9 LLC began developing its core e-commerce business in
late 1996 and introduced the Warp 9 Internet Commerce System to its first major
customer in March 1997. In July 1998, Warp 9 LLC sold its SBnet consumer dial-up
subscriber accounts to MindSpring Enterprises, Inc. (merged with Earthlink,
NASDAQ: "ELNK"), a national Internet service provider, in order to allow Warp 9
LLC to focus its resources on higher margin business accounts and on building
the Warp 9 ICS business. Warp 9 LLC retained approximately 200 business accounts
that the Company continues to service under the SBnet name.
On September 30, 1999, Warp 9 LLC was reorganized and merged into eCommerceland,
Inc. ("eCommerceland"), a Delaware corporation formed on August 27, 1999. As a
result of that reorganization, eCommerceland succeeded to all the rights,
assets, liabilities, and obligations of Warp 9 LLC. On December 21, 2000,
eCommerceland changed its corporate name to Warp 9, Inc.
2
The Company's Business
The Company's strategy is to provide a proprietary solution for real-time
communication over wired and wireless devices. The Company's flagship product,
Roaming Messenger, is a "smart courier" 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 getting responses in real-time.
Roaming Messenger Product Line:
The Roaming Messenger Gateway Appliance Family offers a range network appliances
configured to meet the various mobile communication demands of users and
organizations. All the necessary Roaming Messenger software are pre-installed in
the Gateway Appliances for instant deployment.
The entire Roaming Messenger software suite is available for licensing to
strategic VAR and OEM partners for creating customized or private labeled
Roaming Messenger systems.
Applications For Roaming Messenger:
Emergency Response
Roaming Messenger can be the mobile messaging extension for any Emergency
Response Management system in automating the notification, authorization and
deployment of an Emergency Response Team. For example, a response team can be
dynamically assembled by sending off a Roaming Messenger to the mobile devices
of Emergency Managers, informing them of the situation and requesting
authorization to deploy a Response Team. After receiving authorization, Roaming
Messenger could then proceed to all Tier 1 First Responders, get their
acknowledgment and also deliver the emergency incident report.
Security
Roaming Messenger can be integrated with any security monitoring system to
deliver real-time notification with actionable responses. Notifications
regarding security breaches such as fire alarms, HVAC failures, motion sensors
and restricted access can be enhanced by Roaming Messenger. Responsible
personnel are presented with information regarding the breach, as well as
actions such as informing law enforcement, turning on or off mechanisms to
resolve the breach - all from mobile or desktop devices.
Military and Defense
The battlefield is going hi-tech with the goal of enabling real-time command and
control capabilities from the highest to the lowest tactical echelons. Roaming
Messenger can be used for delivering situational awareness and command and
control information to tactical personnel with wireless mobile devices. Roaming
Messenger can facilitate a seamless flow of battle command information across
the battle space by roaming from person to person.
3
Healthcare
In the fast-paced healthcare environment, there is no room for error and delays
can be costly. Roaming Messenger can be deployed along side existing healthcare
management systems to improve response time and patient satisfaction within a
hospital. Patient requests or patient monitoring systems can alert appropriate
RNs of problems or escalate accordingly to ensure timely response. When Roaming
Messenger finds the RN, the RN accepts that task or delegates it to an
appropriate aide. After the nurse's aid has resolved the patent request, Roaming
Messenger can go back to the RN, inform the RN of the resolution and if
appropriate log the incident into the hospital's central patient monitoring
system. Communication processes at the doctor's level can also be automated in
the same way.
Real-time Enterprise
The essence of a Real-time Enterprise is event-driven. When something happens,
the people who care about it needs to respond. As the workforce becomes
increasingly mobile, Enterprise information systems need to be able to securely
and efficiently contact them. Roaming Messenger is an ideal mobile extension to
any Enterprise system by providing an intelligent message that can track down
appropriate people and get approvals to push the business process along. Whether
it is getting an invoice paid, ordering more parts for the production line,
updating a customer management system, Roaming Messenger can be used as the
mobile messaging component.
Manufacturing
In a manufacturing environment, reaching the right people at the right time and
monitoring and assessing critical information from production lines and security
systems can significantly reduce costs and improve employee safety. Roaming
Messenger can be integrated to any manufacturing monitoring system to deliver
actionable notifications regarding equipment failures, security breaches,
chemical spills, and other critical events to responsible technicians, as well
as keep plant managers informed of situation progress and resolution.
Mobile Commerce
Roaming Messenger can also facilitate mobile commerce transactions. For example,
wireless mobile vending solutions today require the physical machine to have a
dedicated Internet connection, which makes mass deployment very difficult and
costly. Using Roaming Messenger, a purchase transaction can be completed with
end-to-end security by allowing the vending machine to piggy-back on the
Internet connection of the user's smart phone or PDA via a local Infrared or
Bluetooth connection. Roaming Messenger can be initiated by the vending machine,
to the user's handheld device, request item and payment selections, interact
with an Internet payment server, report inventory and status to a different
server and return back to the vending machine to complete the transaction in
real-time.
Competitive Advantages
Unlike most competitive offerings that are based on client/server architecture
using e-mail, text messaging, or voicemail technologies, the Roaming Messenger
solutions is built from the ground up based on distributed and peer-to-peer
architecture that mirrors the nature of mobile devices and networks.
o Patent pending approach to mobile data applications
o Encapsulation of data and logic into an intelligent message
o Roaming feature gives an messages inherent presence detection and
management without extra hardware or software
o Messages can automatically escalate from one device to another, one
person to another, facilitating real-time communication
o High grade security through public key encryption technology
o Lower total cost of ownership by reducing device side software
upgrades and web based management interfaces
o Addresses both device-to-device as well as device-to-server
transactions
4
Revenue Model
The Company's management believes that most of the Company's revenues will
come from the licensing of its Roaming Messenger product, customer training and
support, and software upgrades to Application Developers and System Integrators.
The Company's management has decided to use a deployment pricing
model based on the number of Roaming Messenger enabled devices. Customers will
be asked to pay a one-time license fee for each device that is activated for
Roaming Messenger communication. Customers will then be invited to subscribe to
an ongoing service plan (optional) that would provide training, support,
maintenance and software upgrades.
Distribution Strategy
The Company's sales strategy is to conduct high-level direct sales to
application developers, system integrators and in-house IT departments of
enterprise or government agencies. In addition, the Company will develop
relationships with channel partners such as independent software vendors,
information technology consultants, wireless application service providers and
interactive agencies. The Company will also manage its own direct sales force
along with a professional services division to facilitate client solutions.
Proprietary Technology
Patent Application #1: Self-Contained Business Transaction Capsules was invented
by Jonathan Lei. All rights to this patent were assigned to the Company under
the terms of Mr. Lei's employment agreement. Mr. Lei did not receive compensa-
tion for the assignment.
An application for a U.S. patent in the name of Jonathan L. Lei and assigned
to Warp 9 for Self-Contained Business Transaction Capsules (Docket
No. 23803-250394) was filed on January 2, 2001, by the Company's
intellectual property counsel, Pillsbury Winthrop, LLP.
A self-contained business transaction capsule, or eCapsule, is a small
electronic capsule that contains all the necessary data and logic to complete a
business transaction. The eCapsule is a "thin" and "lightweight" small
computer-readable file that is device independent. The eCapsule allows a
business, for example, to encapsulate an individual product or offer into an
intelligent object that is capable of completing entire transactions. The
eCapsule includes data about the product or service being provided, such as the
product price, a textual description, or options of the product or service (a
transaction description). The eCapsule also includes transaction logic or
business logic capable of completing the transaction, such as billing and
shipping information, order routing information, order status information,
shipping status information, and any other transaction rules necessary to
process the transaction. Moreover, the eCapsule is adapted to be broadcasted to,
and stored on, a portable electronic device, such as a mobile wireless-enabled
device, like a cellular telephone, a personal digital assistant (PDA) or a
laptop computer.
5
Patent Application #2 - Utilizing Mobile Devices as a Communication Proxy for
Non-Connected Terminals was invented by Jonathan Lei and Brian Fox. All rights
to this patent were assigned to the Company under the terms of Mr. Lei's and Mr.
Fox's employment agreements. Neither Mr. Lei nor Mr. Fox received compensation
for the assignment.
An application for a U.S. patent in the name of Jonathan L. Lei and Brian J. Fox
and assigned to Warp 9 for Utilizing Mobile Devices As A Communication Proxy For
Non-Connected Terminals (Docket No. 23803-277301) was filed on February 21,
2002, by the Company's intellectual property counsel, Pillsbury Winthrop, LLP.
This invention is a method and system in which terminals, appliances and
machines without dedicated Internet connections, can complete Internet based
transactions by using the connection on the user's handheld device. An example
of an application of this invention is a vending machine that can conduct
electronic payments without having an internal wireless device that communicates
with a server on the Internet. Existing solutions require the vending machine to
be equipped with an internal cell phone. Using this invention, the vending
machine can communicate with the consumer's handheld device via Infrared or
Bluetooth and simply uses the handheld device as the conduit to the Internet for
remote payment processing. This invention also covers many other applications
including secured doorways, factory floors and smart data acquisition sensors.
Other Products and Services
Warp 9 ICS
The Company began developing its core e-commerce business in late 1996 and
introduced the Warp 9 Internet Commerce System ("Warp 9 ICS") to its first major
customer in 1997. The Warp 9 ICS is a proprietary and extensible system that
enables any business to expand its operation to the Internet with minimal
investment, overhead and risk. A business does not need to invest in new
hardware or software in order to utilize the Warp 9 ICS, because the product is
offered as a fully managed online catalog solution that includes hosting on the
Warp 9 Web server. It provides project management, development, and integration
into a company's existing business processes. The Company has packaged the
process and technology required for complete e-commerce site deployment.
Warp 9 EMS
Warp 9 EMS is a web-based e-mail campaign and list management system designed
for high performance and reliability. EMS's sophisticated technology will allow
marketers to send targeted e-mail campaigns that help grow, retain and maximize
the lifetime value of their customers. Through content personalization and list
segmentation, campaign efforts will result in higher response rates, higher
conversion rates and improved customer loyalty. Warp 9 EMS enables unprecedented
response rates that are not achievable through traditional forms of direct
marketing.
Revenue Model
The Company charges its customers a monthly subscription fee to the Warp 9 ICS
and Warp 9 EMS product using an application service provider (ASP) model.
6
A customer has a high level of incentive to continue the Warp 9 ICS and EMS
contract because the Company retains ownership of the underlying technology,
source code, software programs and scripts that give the web site its
functionality. A customer's alternative is to start again from scratch, spending
at least $100,000 to build a comparable web site elsewhere (plus on-going
maintenance), or cancel its online presence altogether. The Company believes
most customers will renew because it is a very cost effective solution.
Competitors
The Company will be subject to intense competition. Several large companies,
with greater financial and managerial resources than the Company, and greater
name recognition are offering mobile messaging solutions, and the competition is
intense for such a lucrative market.
While certain market overlaps exist between the Company's product and other
solutions, the Roaming Messenger solution is designed to provide unique
competitive advantages.
Companies that the Company may compete with in the mobile messaging market
include:
ViaFone
ViaFone's flagship product, ViaFone OneBridge(TM), delivers voice and wireless
data applications across all popular communications devices -- land-line,
cellular and WAP-enabled phones, PocketPC and Palm handhelds, and RIM BlackBerry
pagers. ViaFone OneBridge, which integrates with e-business and legacy systems,
enables enterprises to extend workplace productivity beyond the arbitrary
boundaries of walls, buildings, and wires. ViaFone OneBridge has a
database-driven architecture that runs on any Java application server. It was
built on a solid foundation of industry software standards including Java,
Extensible Markup Language (XML), and Extensible Stylesheet Language (XSL). At
its core is an open, XML-based framework allowing automatic, device-specific
rendering over any mobile device.
Brience
Brience 3.0 - Mobile Processing Server is a highly scalable Java and XML based
software that operates on a wide range of hardware platforms and supports a
multitude of relational databases, legacy systems, packaged software or
infrastructure software from leaders such as Openwave, Nokia, Oracle, IBM, BEA,
Broadvision, Tibco, Siebel, PeopleSoft, SAP, ATG and several others. The
software platform has support for over 200+ mobile devices that are commercially
available and operate seamlessly across all major service provider networks.
BroadBeam
BroadBeam provides a wireless software platform called Axio with the following
components:
o ExpressQ - Wireless messaging server.
o ExpressWeb - Wireless content server.
o Applications Connectors - The Axio platform offers a number of
back-end connectors to enterprise applications.
o Development Tools - Broadbeam offers Java, C++ and XML interfaces to
enable rapid application development using familiar programming tools.
7
BroadBeam is a respected big player in "transcoding" technology. Its solution is
highly client/server based, very much like Brience with the exception of its
advanced store-and-forward messaging server, ExpressQ.
Bonita Software
Bonita Software is a startup, providing Java-based client/server technologies
and applications to wireless service providers and device manufacturers. Its
platform is composed of the following components:
o ToGo Client Engine - A Java 2 software that provides data sharing and task
switching features that enable greater functionality and ease-of-use than
standalone J2ME/MIDP applications.
o ToGo Server Engine - Java 2 Enterprise Edition software that sits on the
server side and handles incoming commands to complete operations the client
side requests.
ThinAirApps
ThinAirApps offers a product called ThinAir Server Platform that is
client/server based over a real-time live connection between the client and the
server. The server provides a rich execution environment, capable of supporting
access from many different types of wireless devices, and allowing applications
to serve data and interact with the users of these devices.
MobileSys
MobileSys is a leading wireless infrastructure services provider that includes a
global wireless network and wireless messaging software and integrations for
major enterprise applications. This company's primary product offerings include:
o MobileSys MX - an extremely reliable, highly scalable 2-way wireless messaging
engine that can be integrated with mission-critical, enterprise applications.
o The MobileSys Network(TM) - a global wireless data network that links
enterprise applications, ASPs, and eBusinesses with employees, customers, and
partners.
8
Marketing Strategy
The Company intends to enhance, promote and support the idea that Roaming
Messenger is the most compelling and efficient solution available in the
marketplace for mobile messaging.
In order to create a favorable environment for sales, the Company plans to
undertake advertising and promotion efforts. These efforts will be outsourced
and will require the services of an advertising firm and public relations firm.
The Company plans to interview various firms and select those most capable of
assisting the Company with comprehensive advertising and promotion plans. At
this time, the company does not intend to hire additional employees to undertake
these efforts.
Sales Strategy
After creating a high level of perceived value and building significant demand
for sales through its marketing campaign, the Company intends to aggressively
sell the Roaming Messenger product in the United States. International sales
will follow after achieving initial success in the domestic marketplace.
The Company has no revenue generating customers for the Roaming Messenger
products at this time.
The Company's management has identified the following primary target market
segments for the Roaming Messenger solution:
o Homeland Security
o Emergency Response, Public Health and Safety
o Military and Defense
o Enterprises
o Wireless Carriers
Distribution Channels
Roaming Messenger is a mobile messaging component with applications in many
markets. The Company plans to sell and license the Roaming Messenger products to
system integrators in markets such as Homeland Security, Emergency Response,
Military and Enterprise Automation. For example, the Company might sell a
Roaming Messenger Gateway appliance to a Systems Integrators that is designing
an emergency management system for the US Coast Guard.
The Company plans to sell Roaming Messenger through several channels of
distribution, including:
9
Direct Sales
The Company's policy is to sell directly to its customers only when other
channels of distribution are unavailable. The Company's management expects that
direct sales will occur most often with smaller customers.
Channel Partners and/or Certified Integration Partners
The Company plans to identify a number of independent organizations that may
serve as channel partners and or certified integration partners. These
organizations are likely to have well-established relationships with mid-size to
large size customers. Many may also provide specific vertical market
applications.
The Company's requirements for channel partners and certified integration
partners include: established branding, established market segment, solid
reputation, high volume transactions and independent marketing and services
organizations.
Executive Sales
Because many of the Company's large customers will tend to be top corporate
managers, it is important that its Company president and senior managers present
its products and services to its customers.
Field Sales Force
The majority of the Company's selling efforts to large accounts will be handled
internally through its field sales force. The Company has chosen to use a direct
sales force because its large accounts require considerable customer education
and post-sales support -- directly from the Company. The Company's price points,
pricing structure and profits are such that its cost of sales warrants a
"person-to-person" selling strategy.
Manufacturers' Representatives
The Company can supplement its own field sales force by entering into agreements
with manufacturers' representatives. Because manufacturers' representatives
carry several product/service lines that are compatible with the Company's
products and services, the Company plans to select manufacturers representatives
carrying complementary and compatible products and services, as well as
manufacturers' representatives that sell dissimilar products and services yet
ones that are appropriate to their customers' customer.
10
Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth, as of May 10, 2003, the number of shares of
Common Stock owned of record and beneficially by executive officers, directors
and persons who hold 5.0% or more of the outstanding Common Stock of the
Company. Also included are the shares held by all executive officers and
directors as a group.
NUMBER OF SHARES OWNERSHIP
SHAREHOLDERS/BENEFICIAL OWNERS PERCENTAGE
- -----------------------------------------------------------------------------------------------------------
Jonathan L. Lei (1) 96,087,525 68%
c/o Roaming Messenger, Inc.
6144 Calle Real, Suite 200
Santa Barbara, CA 93117
Louie Ucciferri (2) 3,750,000 2.7%
c/o Roaming Messenger, Inc.
6144 Calle Real, Suite 200
Santa Barbara, CA 93117
Tom Djokovich (3) 302,500 .2%
c/o Roaming Messenger, Inc.
6144 Calle Real, Suite 200
Santa Barbara, CA 93117
All directors and executive
officers as a group (3 persons) 100,140,025 71%
11
(1) Jonathan L. Lei is Chairman of the Board of Directors, President,
Secretary, Chief Executive Officer, and Chief Financial Officer of the
Company Secretary
(2) Louie Ucciferri is a director of the Company.
(3) Tom Djokovich is a director of the Company.
Each principal shareholder has sole investment power and sole voting power over
the shares.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Armando C. Ibarra, CPAs, former CPAs for the Company, resigned as
auditor on April 5, 2003. Rose Snyder & Jacobs, CPAs of Encino,
California were engaged as auditors for the Company on April 5, 2003.
The Change of Accountants was approved by the Board of Directors. No
audit committee exists other than the members of the Board of
Directors.
In connection with audit of the most recent fiscal year and through the
date of termination of the accountants, no disagreements exist with any
former accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedure, which
disagreements if not resolved to the satisfaction of the former
accountant would have caused them to make reference in connection with
his report to the subject of the disagreement(s).
The audit report by Armando C. Ibarra, CPAs for the year ended December
31, 2002, contained an opinion which included a paragraph discussing
uncertainties related to continuation of the Registrant as a going
concern. Otherwise, the audit report by Armando C. Ibarra, CPAs forthe
year ended December 31, 2002 did not contain an adverse opinion or dis-
claimer of opinion, nor was qualified or modified as to uncertainty,
audit scope, or accounting principles.
ITEM 5. OTHER EVENTS
Pursuant to the Plan and Agreement of Reorganization the following matters
has occured:
1. The name of the company has been changed to Roaming Messenger, Inc.
on May 2, 2003.
2. A complete management change occurred.
The Company has elected to change the Company's fiscal year end to June
30. An NT-10K will be filed for the period ended June 30, 2003.
12
Resignation and Appointment of Officers
- ---------------------------------------
a) Jose Gonzalez has resigned as President, Chief Financial Officer and
Secretary effective at the end of the business day in California on April 1,
2003.
b) Jon Lei has been appointed President, Chief Financial Officer and Secretary
of the Company to serve at the discretion of the Board of Directors effective at
the end of the business day in California on April 1, 2003. (See Biographical
Information under Directors herein below).
Executive Officers
Name Position
- ---- --------
Jon Lei President, CEO, CFO and Secretary
ITEM 6. APPOINTMENT OF NEW DIRECTORS
Pursuant to the Agreement and Plan of Reorganization with Warp 9, Inc. the
new Board of Directors' appointments are effective ten days after mailing of
Notice to shareholders pursuant to Section 14f of the Securities Exchange Act of
1934 as amended (the "Exchange Act")
The previous director, Jose Gonzales, will resigned upon the effectiveness
of the appointment of the new directors. (April 19, 2003)
The biographical information of the new directors and officers is as
follows:
Board of Directors
Jonathan L. Lei, age 30, has been the President, Chief Executive Officer,
Chief Financial Officer, and Secretary of the Company since the closing of the
first 90% Reorganization on April 1, 2003. Mr. Lei was founder, President, and
Director of Warp 9, Inc. 1996 to date. Mr. Lei received a Bachelor Degree in
Electrical and Computer Engineering from the University of California, Santa
Barbara ("UCSB") in 1995 and a Master of Science Degree in Electrical and
Computer Engineering from UCSB in 1996. While at UCSB, he studied and worked in
the field of computer aided design and development of VLSI and ASIC silicon
chips. Mr. Lei was employed by Lockheed Martin in 1993 where he built data
acquisition systems for spacecraft testing. In 1995, he worked for Intel
Corporation where he developed the Triton II Pentium PCI chipset. From 1995 to
1996, Mr. Lei worked for RC Electronics where he designed PCI based data
acquisition systems. Mr. Lei founded Warp 9, Inc. in 1996 and in 1998, he
negotiated a transaction to sell Warp's consumer ISP division, Sbnet, to
MindSpring Enterprises. During that same period, Mr. Lei co-developed Warp's
e-commerce products. He is the visionary behind the patent pending eCapsule
technology and Warp's mobile data direction. Mr. Lei was an officer and is a
lifetime member of Tau Beta Pi, a national engineering honor society.
13
Louie Ucciferri, age 42, is the founder and President of Westlake
Financial Architects, an investment-banking firm formed in 1995 to provide
financial and investment advisory services to early stage companies. He has
raised investment capital for both private and public companies and has created
liquidity for investors in the form of public offerings. Since November 1998, he
has also served as President of Camden Financial Services, a NASD registered
broker dealer that serves as the dealer manager for a real estate company that
has raised in excess of $150 million in equity capital for the acquisition of
commercial office properties in southern California and Arizona.
Tom M. Djokovich, age 46, was the founder and served from 1995 to
2002 as the Chief Executive Officer of Accesspoint Corporation, a vertically
integrated provider of electronic transaction processing and e-business
solutions for merchants (OTCBB:ASAP.OB). Under Mr. Djokovich's guidance,
Accesspoint became a member of the Visa/MasterCard association, the national
check processing association NACHA, and developed one of the payment industry's
most diverse set of network based transaction processing, business management
and CRM systems for both Internet and conventional points of sale. During his
tenure, Accesspoint became an early adopter of WAP based e-commerce capabilities
and the industry's first certified Level 1 Internet payment processing engine.
In his last year as executive manager, Accesspoint grew its processing revenues
by over 800% and overall revenues by nearly 300%. Prior to Accesspoint, Mr.
Djokovich founded TMD Construction and Development where he developed an early
business-to-business ordering system for the construction industry
RESIGNATION OF DIRECTORS
Jose Gonzalez has resigned as a director effective ten days after Notice to
Shareholders pursuant to Section 14f of the Exchange Act. (April 19, 2003)
ITEM 7. FINANCIAL STATEMENTS, UNAUDITED CONSOLIDATED FINANCIALS, & EXHIBITS
Financial Statements -
1. 12/31/02 unaudited financial statements for
Warp 9.
2. Consolidated Pro Forma at 3/31/03
Exhibits - 10.1 Agreement and Plan of Reorganization
(Previously filed)
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 15, 2003 ROAMING MESSENGER, INC.
By: /s/ Jonathan Lei
--------------------------------
Jonathan Lei, President
15
WARP 9, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 2002
WARP 9, INC.
BALANCE SHEETS
UNAUDITED
ASSETS
(Unaudited)
December 31, June 30,
2002 2002
------ ------
CURRENT ASSETS
Cash $ 57,319 $ 87,094
Accounts receivable, net of allowance for doubtful account of $0 59,857 81,812
Advance to shareholder - 5,250
Prepaid expenses 5,099 18,934
------ -------
TOTAL CURRENT ASSETS 122,275 193,090
-------- --------
PROPERTY & EQUIPMENT
Furniture, Fixtures & Equipment 75,127 75,127
Computer Equipment 137,596 126,170
Commerce Server 50,000 50,000
Computer Software 3,535 3,535
Tenant Improvements 42,194 42,194
------- -------
308,452 297,026
Less: Accumulated depreciation & amortization (175,451) (151,609)
--------- ---------
NET PROPERTY & EQUIPMENT 133,001 145,417
-------- --------
OTHER ASSETS
Lease deposit 7,029 7,029
Other assets 2,261 2,261
------ ------
TOTAL OTHER ASSETS 9,290 9,290
------ ------
TOTAL ASSETS $ 264,566 $ 347,797
========== ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Note payable $ 50,000 $ 50,000
Accounts payable 84,697 97,988
Accrued liabilities 26,464 29,878
Officer salaries payable 278,366 251,849
Staff salaries payable 17,658 19,211
Current portion -obligations under capitalized leases 17,868 17,868
------- -------
TOTAL CURRENT LIABILITIES 475,053 466,794
-------- --------
LONG TERM LIABILITIES
Obligations under capitalized leases 14,166 15,648
Deposit - shareholder 17,650 -
------- --
TOTAL LONG TERM LIABILITIES 31,816 15,648
------- -------
TOTAL LIABILITIES 506,869 482,442
-------- --------
COMMITMENTS & CONTINGENCIES
SHAREHOLDERS' DEFICIT
Capital Stock 39,933 39,333
Additional Paid-in Capital 1,403,355 1,343,955
Stock Issuance Costs (293,166) (285,715)
Accumulated deficit (1,392,425) (1,232,218)
----------- -----------
TOTAL SHAREHOLDERS' DEFICIT (242,303) (134,645)
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 264,566 $ 347,797
========== ==========
See notes to financial statements.
F-1
WARP 9, INC.
STATEMENTS OF OPERATIONS
UNAUDITED
Three Six Three Six
months ended months ended months ended months ended
December 31, 2002 December 31, 2002 December 31, 2001 December 31, 2001
------------------- ------------------ ------------------- -----------------
REVENUE $ 225,287 $ 432,408 $ 216,053 $ 433,694
COST OF REVENUE (29,078) (57,187) (33,668) (73,981)
-------- -------- -------- --------
GROSS PROFIT 196,209 375,221 182,385 359,713
OPERATING EXPENSES
Selling, general and
administrative expenses 186,866 424,098 230,437 452,837
Depreciation and amortization 12,103 23,843 12,141 21,343
Research and development 36,250 72,504 36,471 72,721
Business development - - 90,000 90,000
-------- -------- ------- ------
TOTAL OPERATING EXPENSES 235,219 520,445 369,049 636,901
-------- -------- -------- -------
OPERATING LOSS (39,010) (145,224) (186,664) (277,188)
-------- --------- --------- ---------
OTHER INCOME (EXPENSES)
Interest income - 99 234 352
Interest expense (5,471) (11,040) (5,295) (10,937)
Other income (expenses) (5,512) (4,042) - -
--------- --------- --------- ---------
TOTAL OTHER INCOME (EXPENSES) (10,983) (14,983) (5,061) (10,585)
-------- -------- --------- --------
NET LOSS $ (49,993) $ (160,207) $ (191,725) $ (287,773)
========== =========== =========== ===========
BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.02) $ (0.02) $ (0.03)
========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES 10,365,268 10,334,770 9,971,130 9,882,167
=========== =========== ========== =========
See notes to financial statements.
F-2
WARP 9, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
UNAUDITED
Additional Stock
Common Paid-in Issuance Accumulated
Shares Stock Capital Cost Deficit Total
------- ------ -------- ----- -------- -----
Balance at June 30, 2001 9,743,041 $ 33,534 $ 769,802 $ (202,528) $ (645,588) $ (44,780)
Issuance of common stock 333,293 3,333 329,961 (49,434) - 283,860
Net loss - - - - 287,773) (287,773)
-------- -------- --------- --------- ---------- ---------
Balance at December 31, 2001 10,076,334 36,867 1,099,763 (251,962) (933,361) (48,693)
Issuance of common stock 246,760 2,466 244,192 (33,753) - 212,905
Net loss - - - - (298,857) (298,857)
-------- -------- --------- --------- ---------- ---------
Balance at June 30, 2002 10,323,094 39,333 1,343,955 (285,715) (1,232,218) (134,645)
Issuance of common stock 60,000 600 59,400 (7,451) - 52,549
Net loss - - - - (160,207) (160,207)
-------- -------- --------- --------- ---------- ---------
Balance at December 31, 2002 10,383,094 $ 39,933 $ 1,403,355 $ (293,166) $ (1,392,425) $ (242,303)
=========== ========= ============ =========== ============= ==========
See notes to financial statements.
F-3
WARP 9, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
UNAUDITED
Six Six
months ended months ended
December 31, 2002 December 31, 2001
- ------------------ - -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (160,207) $ (287,773)
Adjustment to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 23,842 21,343
Decrease (increase) in account receivable 21,955 (6,769)
Decrease (increase) in prepaid expenses 13,835 4,396
Decrease (increase) in other assets - 323
Decrease (increase) in accounts payable (13,291) 60,014
Decrease (increase) in officer salaries payable 31,767 30,667
Decrease (increase) in other liabilities (4,967) 4,170
------- -----
NET CASH USED IN OPERATING ACTIVITIES (87,066) (173,629)
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property & equipment (1,081) (2,499)
------- -------
NET CASH USED IN INVESTING ACTIVITIES (1,081) (2,499)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 52,549 193,860
Deposit for shares of common stock 17,650 -
Payments on capitalized lease obligations (11,827) (9,714)
-------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES 58,372 184,146
------- -------
NET INCREASE (DECREASE) IN CASH (29,775) 8,018
-------- -----
CASH AT BEGINNING OF PERIOD 87,094 48,447
------- ------
CASH AT END OF PERIOD $ 57,319 $ 56,465
========= ========
Supplementary disclosures:
Interest paid $ 11,040 $ 10,937
========= ========
Capitalized lease contracted $ 10,345 $ -
========= ===
See notes to financial statements.
F-4
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, 2002 are not necessarily indicative of the results that
may be expected for the year ending June 30, 2003. 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, 2002.
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 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. CAPTIAL STOCK
The weighted average number of shares used for the basic and diluted loss
per share was calculated as if the stock-split occurred at July 1, 2000.
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. WARRANTS
During the six months ended December 31, 2002, the Company granted warrants
to purchase 128,771 shares of common stock at $1 per share to six
individuals. These warrants expire in 2007.
F-5
WARP 9, INC.
CONSOLIDATED PRO FORMA
PF-1
WARP 9, INC.
CONSOLIDATED PRO FORMA
ASSETS
Pro forma Pro forma
Warp 9, Inc. Latinocare Adjustments Combined
------------- ----------- ------------ ----------
CURRENT ASSETS
Cash $ 60,411 $ 100,105 $ (100,105)(1) $60,411
Accounts receivable, net of allowance for doubtful account of $0 82,036 - - 82,036
Advance to shareholder - -
Prepaid expenses 20,406 - - 20,406
------ ----------- ----------- ------
TOTAL CURRENT ASSETS 162,853 100,105 (100,105) 162,853
------ ----------- ----------- ------
PROPERTY & EQUIPMENT
Furniture, Fixtures & Equipment 75,127 - - 75,127
Computer Equipment 151,469 - - 151,469
Commerce Server 50,000 - - 50,000
Computer Software 3,535 - - 3,535
Tenant Improvements 42,194 - - 42,194
------ ----------- ----------- ------
322,325 322,325
Less: Accumulated depreciation & amortization (187,935) - - (187,935)
------ ----------- ----------- ------
NET PROPERTY & EQUIPMENT 134,390 - - 134,390
------ ----------- ----------- ------
OTHER ASSETS
Lease deposit 7,029 - - 7,029
Other assets 2,261 - - 2,261
------ ----------- ----------- ------
TOTAL OTHER ASSETS 9,290 - - 9,290
------ ----------- ----------- ------
TOTAL ASSETS $ 306,533 $ 100,105 $ (100,105) $306,533
========== ========== =========== =========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Note payable $ 50,000 $ - $ - $ 50,000
Accounts payable 36,929 100,105 (100,105) (1) 36,929
Accrued liabilities 33,459 - - 33,459
Officer salaries payable 292,866 - - 292,866
Staff salaries payable 23,448 - - 23,448
Current portion -obligations under capitalized leases 17,868 - - 17,868
------ ----------- ----------- ------
TOTAL CURRENT LIABILITIES 454,570 100,105 (100,105) 454,570
-------- -------- --------- --------
LONG TERM LIABILITIES
Obligations under capitalized leases 20,177 - - 20,177
Deposit - shareholder 17,650 - - 17,650
------ ----------- ----------- ------
TOTAL LONG TERM LIABILITIES 37,827 - - 37,827
------ ----------- ----------- ------
TOTAL LIABILITIES 492,397 100,105 (100,105) 492,397
-------- -------- --------- --------
COMMITMENTS & CONTINGENCIES
SHAREHOLDERS' DEFICIT
Capital Stock 40,998 1,037,652 176,942(2) 1,255,592
Additional Paid-in Capital 1,508,790 - (1,508,790)(2) -
Stock Issuance Costs (294,196) - 294,196 (2) -
Accumulated deficit (1,441,456) (1,037,652) 1,037,652 (1,441,456)
----------- ----------- ---------- -----------
TOTAL SHAREHOLDERS' DEFICIT (185,864) - - (185,864)
------ ----------- ----------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 306,533 $ 100,105 $ (100,105) $306,533
========== ========== =========== =========
PF-2
WARP 9, INC.
PRO FORMA
Nine
months ended Year ended Year ended
March 31, 2003 June 30, 2002 June 30, 2001
--------------- -------------- --------------
HISTORICAL AND PRO FORMA NET LOSS $ (209,238) $ (586,630) $ (395,527)
=========== =========== ===========
PRO FORMA BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00)
=========== ========= ===========
PRO FORMA WEIGHTED AVERAGE NUMBER OF SHARES 144,186,198 140,022,773 134,855,523
============ ============ ===========
PF-3
Background Information Regarding Pro Forma Financial Statements
On April 1, 2003, Latinocare Management Corporation consummated a Plan
and Agreement of Reorganization pursuant to which Warp 9, Inc. became a
wholly-owned subsidiary of Laitnocare Management Corporation. In the
transaction, the stockholders of Warp 9, Inc. received 12.5 shares of Latinocare
Management Corporation for every share of Warp 9, Inc., representing
approximately 131,000,000 shares of Latinocare Management Corporation
(approximately 90% of outstanding shares after conversion of all the shares).
The following unaudited pro forma combined balance sheet reflects the
combination of Warp 9, Inc. and Latinocare Management Corporation and the
issuance of shares of Latinocare Management Corporation common stock to Warp 9,
Inc. stockholders. The unaudited pro forma combined balance sheet has been
derived from unaudited consolidated historical financial statements of both
Latinocare Management Corporation and Warp 9, Inc. The financial statements of
Latinocare Management Corporation as of March 31, 2003 are contained in our
Quarterly Report on Form 10-QSB/A filed with the SEC on April 30, 2003. The
financial statements of Warp 9, Inc. as of March 31, 2003 are contained in this
filing. The unaudited pro forma condensed combined balance sheet as of March 31,
2003 was prepared as if the merger had occurred on that date.
Although from a legal perspective, Latinocare Management Corporation
acquired Warp 9, Inc., from an accounting perspective, the transaction is viewed
as a recapitalization of Warp 9, Inc. accompanied by an issuance of stock by
Warp 9, Inc. for the net assets of Latinocare Management Corporation. This is
because Latinocare Management Corporation did not have operations immediately
prior to the transaction, and following the transaction, Warp 9, Inc. is the
operating company. Warp 9, Inc.'s directors and officers now serve as the
directors and officers of the new combined entity. Additionally, Warp 9, Inc.'s
stockholders will own approximately 90% of the outstanding shares of Latinocare
Management Corporation after the completion of the transaction.
Given these circumstances, the transaction is accounted for as a
capital transaction rather than as a business combination. That is, the
transaction is equivalent to the issuance of stock by Warp 9, Inc. for the net
assets of Latinocare Management Corporation, accompanied by a recapitalization.
Because the transaction is accounted for as a capital transaction, the pro forma
financial statements do not include an income statement, but only pro forma
information regarding loss per share. In addition, the pro forma balance sheet
has been prepared in such a manner that the pro forma equity section reflects
the total outstanding Latinocare Management Corporation shares for the new
merged entity. Additionally, Latinocare Management Corporation' accumulated
deficit has been eliminated, while Warp 9, Inc.'s accumulated deficit remains.
The unaudited pro forma combined balance sheet has been prepared under
the assumption that 100% of the Warp 9, Inc.'s shares of common stock will be
converted in Latinocare Management Corporation common stock.
PF-4
In the opinion of management of Latinocare Management Corporation and
Warp 9, Inc., all adjustments necessary to present fairly the pro forma combined
balance sheet have been made based on the terms and structure of the
transaction.
The unaudited pro forma combined balance sheet is not necessarily
indicative of what actual results would have been had the transaction or
issuance of Latinocare Management Corporation common stock to Warp 9, Inc.
occurred at the beginning of the period nor do they purport to indicate the
results of future operations of Latinocare Management Corporation and Warp 9,
Inc. The unaudited pro forma combined balance sheet should be read in
conjunction with the accompanying notes and historical financial statements and
notes to the financial statements of Latinocare Management Corporation and Warp
9, Inc.
PF-5
Notes to Pro Forma Combined Balance Sheet (unaudited)
March 31, 2003
(1) To record payment of accrued liabilities by Latinocare management, which
occurred before the merger.
(2) To record the issuance of 131,119,925 shares of Latinocare management corp.
in exchange for the outstanding shares of common stock of Warp 9, Inc., and
to record the recapitalization of Warp 9, Inc. for the reverse acquisition.
PF-6