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.