UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): October 15, 2006
Roaming
Messenger, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation)
0-13215
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30-0050402
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(Commission
File Number)
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(I.R.S.
Employer
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Identification
No.)
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50
Castilian Dr. Suite A, Santa Barbara,
California
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93117
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (805) 683-7626
(Former
name, former address and former fiscal year, if changed since last
report)
Total
number of pages in this document: 4
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions.
[_]
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR240.14d-2(b))
[_]
Soliciting
material pursuant to Rule 14a-12 under Exchange Act (17
CFR240.14a-12)
[_]
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR240.14d-2(b))
[_]
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR240.13e-4(c))
TABLE
OF CONTENTS
SECTION
1. REGISTRANT’S BUSINESS AND OPERATIONS
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1
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SECTION
2. FINANCIAL INFORMATION
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1
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SECTION
3. SECURITIES AND TRADING MARKETS
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1
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SECTION
4. MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL STATEMENTS
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1
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SECTION
5. CORPORATE GOVERNANCE AND MANAGEMENT
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1
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Item
5.02 Departure of Directors or Principal Officers; Election of
Directors;
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Appointment
of Principal Officers
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1
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SECTION
6. ASSET BACKED SECURITIES
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3
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SECTION
7. REGULATION FD
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3
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SECTION
8. OTHER EVENTS
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3
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SECTION
9. FINANCIAL STATEMENTS AND EXHIBITS
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3
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SIGNATURES
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4
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SECTION
1. REGISTRANT’S BUSINESS AND OPERATIONS
Not
Applicable.
SECTION
2. FINANCIAL INFORMATION
Not
Applicable.
SECTION
3. SECURITIES AND TRADING MARKETS
Not
Applicable.
SECTION
4. MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Not
Applicable.
SECTION
5. CORPORATE GOVERNANCE AND MANAGEMENT
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Item
5.02
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Departure
of Directors Principal Officers; Election of Directors; Appointment
of
Principal Officers.
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On
October 15, 2006, Jonathan Lei resigned as the Chairman, Chief Executive
Officer, President, Chief Financial Officer, and Corporate Secretary of the
Company for personal reasons. A copy of his resignation letter is attached
to
this Report on Form 8-K as an Exhibit. Mr. Lei’s letter does not indicate, and
the Company is not aware of, any disagreements between the Company and Mr.
Lei.
A copy of this Report on Form 8-K is simultaneously being provided to Mr. Lei
for his review and, if he submits additional correspondence to the Company
after
his review of this Report, the Company will file an amendment to this Report
within two business days after receipt of such correspondence with a copy of
the
correspondence attached as an Exhibit.
Jonathan
Lei has accrued a total of $237,980 in salary on the Company’s balance sheet
since August 1999. This amount has been audited by the Company’s auditors and
reported in the Company’s 10Q-SB and 10K-SB filings. The Company and Mr. Lei
have agreed to convert his accrued salary into a promissory note bearing simple
interest at a rate of five percent (5%) per annum payable on demand on or before
October 31, 2008, in lieu of paying the accrued salary upon Mr. Lei’s
resignation. The Company has also agreed to enter into a one year consulting
letter agreement with Mr. Lei in order to ease the transition to new management.
Pursuant to the terms of the agreement, Mr. Lei will receive $12,500 per month
in consideration for providing ongoing strategic planning and advisory services
to the Company including, but not limited to, business planning, financial
planning, product planning, and management consulting services.
The
Company’s Board of Directors has appointed Louie Ucciferri to replace Jonathan
Lei as Chairman of the Board of Directors and has appointed Harinder Dhillon
and
Kin Ng to fill the vacancies on the Board of Directors created by the
resignation of Tom M. Djokovich in February 2006 and the resignation of Jonathan
Lei.
The
Company has appointed Harinder Dhillon, the current President of the Company’s
wholly owned subsidiary, as the President and Chief Executive Officer of the
Company and Louie Ucciferri, a director of the Company, as the new Corporate
Secretary and Acting Chief Financial Officer of the Company.
The
following paragraphs summarize the background and qualifications of the new
officers and directors.
Louie
Ucciferri,
age 45,
is currently the Chief Executive Officer of Regent Capital Group, a National
Association of Securities Dealers, Inc. (“NASD”) registered broker dealer
dedicated to real estate investments. From 1995 to 2004, Mr. Ucciferri served
as
the President of Westlake Financial Architects, an investment-banking firm
he
founded 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.
In
consideration for his agreement to serve as the Chairman, Acting Chief Financial
Officer, and Corporate Secretary of the Company, the Company and Mr. Ucciferri
have entered into a one year letter agreement, effective October 16, 2006,
pursuant to which Mr. Ucciferri will receive a monthly retainer of $2,500 and
stock options to purchase 2,500,000 shares of the Company’s common stock under
the Company’s 2003 Stock Option Plan at an exercise price of $0.01, per share,
the fair market value of the Company’s stock on the date of the grant. The
options vest 1/12 per month over a 12 month period and are exercisable for
a
period of four years from the date of vesting of the last options to vest
pursuant to the option agreement, but no longer than ten (10) years from the
date of grant of the options.
Harinder
Dhillon,
age 33,
has been the President of the Company’s wholly owned subsidiary since August
2005 and was the Vice President of Operations of the Company from October 2001
to August 2005. Mr. Dhillon joined the Company in July 2000. Prior to joining
the Company, from 1993 to 1998, Mr. Dhillon served as the Chief Information
Officer of Informax Data Systems, an enterprise systems integrator headquartered
in Southern California. He has designed, managed, and led the development and
deployment of multi-million dollar enterprise Internet, Intranet and integration
projects for Fortune 500 companies and various government units. His client
list
included Department of Justice, Immigration and Naturalization Services, US
Navy, US Air Force, and the City of Los Angeles. His projects included
enterprise work flow automation, real-time field services, infrastructure build
out, and network and systems integration. Mr. Dhillon received a Bachelor degree
in Electrical and Computer Engineering from the University of California at
Santa Barbara in 1996.
In
addition to the compensation Mr. Dhillon currently receives for his services
as
the President of the Company’s wholly owned subsidiary, the Company has agreed
to grant to Mr. Dhillon stock options to purchase 8,000,000 shares of the
Company’s common stock under the Company’s 2003 Stock Option Plan at an exercise
price of $0.01, per share, the fair market value of the Company’s stock on the
date of the grant, effective October 16, 2006 in consideration for Mr. Dhillon’s
agreement to serve as a director, Chief Executive Officer, and President of
the
Company. The options vest 1/48 per month over a 48 month period and are
exercisable for a period of four years from the date of vesting of the last
options to vest pursuant to the option agreement, but no longer than ten (10)
years from the date of grant of the options. The option agreement will terminate
if Mr. Dhillion resigns, is removed, or otherwise ceases to be Chief Executive
Officer and President of the Company. Certain terms and conditions of Mr.
Dhillon’s appointment are still being discussed and have not yet been
determined.
As
additional compensation, Mr. Lei has agreed to grant to Mr. Dhillon the option
to purchase 8,000,000 shares of the Company’s common stock owned by Mr. Lei at a
purchase price of $0.005 per share. Mr. Dhillon has 90 days from October 16,
2006 to exercise this option.
Kin
Ng,
age
37,
has been a real estate broker and mortgage loan broker at Signal Financial
Solutions since 2000. He specializes in real estate sale, purchase, lease and
management. Prior to that, he had a career in the airline industry. From 1998
to
2000, he was the Airport Operations Supervisor for China Southern Airlines,
prior to which he held various positions for Delta Airlines and American Trans
Air. Mr. Ng received a Bachelor of Science degree in 1993 from the School of
Hospitality Management at California State Polytechnic University at
Pomona.
In
consideration for his agreement to serve as a director of the Company, the
Company and Mr. Ng have entered into a one year letter agreement, effective
October 16, 2006, pursuant to which Mr. Ng will receive stock options to
purchase 1,000,000 shares of the Company’s common stock under the Company’s 2003
Stock Option Plan at an exercise price of $0.01, per share, the fair market
value of the Company’s stock on the date of the grant. The options vest 1/12 per
month over a 12 month period and are exercisable for a period of four years
from
the date of vesting of the last options to vest pursuant to the option
agreement, but no longer than ten (10) years from the date of grant of the
options.
SECTION
6. ASSET BACKED SECURITIES
Not
Applicable.
SECTION
7. REGULATION FD DISCLOSURE
Not
Applicable.
SECTION
8. OTHER EVENTS
Not
Applicable.
SECTION
9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS &
EXHIBITS
(a) Financial
Statements of Business Acquired
Not
Applicable.
(b) Pro
Forma
Financial Information
Not
Applicable.
(c) Exhibits
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1.
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Letter,
dated October 15, 2006, from Jon Lei addressed to Roaming Messenger,
Inc.
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SIGNATURES
Pursuant
to the requirements 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.
ROAMING
MESSENGER, INC.
(Registrant)
Date:
October 17, 2006
\s\ Louie
Ucciferri
Louie
Ucciferri, Chairman