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, 2004
Commission file number 0-13215
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ROAMING MESSENGER, INC.
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(Exact name of Registrant as Specified in its Charter)
Nevada 30-0050402
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(State of Incorporation) (I.R.S. Employer Identification No.)
50 Castilian Dr. Suite A, Santa Barbara, California 93117
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(Address of principal executive offices) (Zip Code)
(805) 683-7626
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Registrant's telephone number, including area code
Securities registered pursuant to Section 12(B) of the Act:
Name of Each Exchange On
Title of Each Class Which Registered
------------------- ------------------------
COMMON STOCK OTC
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 during the proceeding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No _______
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date:
As of November 15, 2004 the number of shares outstanding of the
registrant's only class of common stock was 172,524,614.
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, 2004 (unaudited)
and June 30, 2004....................................................4
Statements of Operations for the Three Months ended
September 30, 2004 and 2003 (unaudited)..............................5
Statements of Cash Flows for the Three Months ended
September 30, 2004 and 2003 (unaudited)..............................6
Notes to Condensed Consolidated Financial Statements
(unaudited)..........................................................7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................9
Item 3 Controls and Procedures..............................................12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings ...................................................13
Item 2. Changes in Securities................................................13
Item 3. Defaults upon Senior Securities......................................13
Item 4. Submission of Matters to a Vote of Security Holders..................13
Item 5. Other Information....................................................13
Item 6. Exhibits and Reports on Form 8-K.....................................14
Signatures....................................................................15
2
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors
Roaming Messenger, Inc.
We have reviewed the accompanying consolidated balance sheet of Roaming
Messenger, Inc. and Subsidiary as of September 30, 2004 and the consolidated
statements of operations, shareholders' equity (deficit), and cash flows for the
three months ended September 30, 2004 and 2003. All information included in
these financial statements is the representation of the management of Roaming
Messenger, Inc.
We conducted our reviews in accordance with standards established by the
Public Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with the standards established by the Public Company Accounting Oversight Board
(United States), the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying consolidated financial statements in order
for them to be in conformity with accounting principles generally accepted in
the United States of America.
/s/Rose, Snyder & Jacobs
-------------------------
Rose, Snyder & Jacobs
A Corporation of Certified Public Accountants
Encino, California
November 5, 2004
3
ROAMING MESSENGER, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
(Unaudited)
September 30, June 30,
2004 2004
------------ ------------
CURRENT ASSETS
Cash $ 1,115,854 $ 1,495,102
Accounts receivable, net of allowance for doubtful account of 134,169 116,407
$30,000 and $20,000
Prepaid expenses 23,189 9,944
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TOTAL CURRENT ASSETS 1,273,212 1,621,453
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PROPERTY & EQUIPMENT
Furniture, Fixtures & Equipment 86,404 83,225
Computer Equipment 338,231 278,715
Commerce Server 50,048 50,048
Computer Software 3,535 3,535
Tenant Improvements 42,194 42,194
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520,412 457,717
Less: Accumulated depreciation & amortization (280,064) (261,370)
------------ ------------
NET PROPERTY & EQUIPMENT 240,348 196,347
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OTHER ASSETS
Lease deposit 10,519 7,029
Other assets 2,752 2,503
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TOTAL OTHER ASSETS 13,271 9,532
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TOTAL ASSETS $ 1,526,831 $ 1,827,332
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LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 69,113 $ 24,892
Accrued liabilities 23,975 42,093
Accrued officer salary 237,981 243,730
Accrued staff salary and related 78,285 46,499
Note payable 34,000 39,500
Current portion - obligations under capitalized leases 36,803 33,631
Stockholders deposit 19,875 -
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TOTAL CURRENT LIABILITIES 500,032 430,345
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LONG TERM LIABILITIES
Obligations under capitalized leases 61,778 45,059
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TOTAL LONG TERM LIABILITIES 61,778 45,059
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TOTAL LIABILITIES 561,810 475,404
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COMMITMENTS & CONTINGENCIES
SHAREHOLDERS' DEFICIT
Capital Stock 172,525 172,400
Additional Paid-in Capital 3,908,584 3,871,738
Accumulated deficit (3,116,088) (2,692,210)
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TOTAL SHAREHOLDERS' DEFICIT 965,021 1,351,928
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 1,526,831 $ 1,827,332
============ ============
Prepared without audit.
See accountants' review report and notes to financial statements.
4
ROAMING MESSENGER, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Three
months ended months ended
September 30, 2004 September 30, 2003
------------------ ------------------
REVENUE $ 309,704 $ 260,950
COST OF REVENUE (97,558) (33,198)
------------ ------------
GROSS PROFIT 212,146 227,752
OPERATING EXPENSES
Selling, general and administrative expenses 493,375 215,801
Depreciation and amortization 18,695 12,860
Research and development 122,114 36,457
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TOTAL OPERATING EXPENSES 634,184 265,118
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OPERATING LOSS (422,038) (37,366)
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OTHER INCOME (EXPENSES)
Interest income 2,157 226
Interest expense (3,997) (4,699)
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TOTAL OTHER INCOME (EXPENSES) (1,840) (4,473)
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NET LOSS $ (423,878) $ (41,839)
============ ============
BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.00)
============ ============
WEIGHTED AVERAGE NUMBER OF SHARES 172,445,810 149,127,823
============ ============
Prepared without audit.
See accountants' review report and notes to financial statements.
5
ROAMING MESSENGER, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Three
months ended months ended
September 30, 2004 September 30, 2003
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (423,878) $ (41,839)
Adjustment to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 18,694 12,860
Warrants issued for services 27,350 -
Decrease (increase) in account receivable (17,762) (13,664)
Decrease (increase) in prepaid expenses and other assets (16,735) 7
Decrease (increase) in accounts payable 44,219 (6,002)
Decrease (increase) in officer salaries payable (5,749) 13,327
Decrease (increase) in other liabilities 13,668 (16,869)
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NET CASH USED IN OPERATING ACTIVITIES (360,193) (52,180)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Employee advances (249) (7,000)
Purchase of property & equipment (33,645) (3,817)
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NET CASH USED IN INVESTING ACTIVITIES (33,894) (10,817)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 9,623 393,032
Deposit for shares of common stock 19,875 -
Payments on note payable (5,500) -
Payments on capitalized lease obligations (9,159) (6,065)
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NET CASH PROVIDED BY FINANCING ACTIVITIES 14,839 386,967
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NET INCREASE (DECREASE) IN CASH (379,248) 323,970
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CASH AT BEGINNING OF PERIOD 1,495,102 57,408
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CASH AT END OF PERIOD $ 1,115,853 $ 381,378
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Supplementary disclosures:
Interest paid $ 3,997 $ 4,699
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Capitalized lease contracted $ 29,050 $ -
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Prepared without audit.
See accountants' review report and notes to financial statements.
6
ROAMING MESSENGER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
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, 2004 are not necessarily indicative of the
results that may be expected for the year ending June 30, 2005. 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, 2004.
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
1,200,000 and 865,994 shares of Roaming Messenger, Inc. were granted during
the three months ended September 30, 2004 and 2003, respectively. The fair
value of options granted, which have been estimated at $111,480 and $8,275,
respectively, at the date of grant were determined using the Black-Scholes
Option pricing model with the following assumptions:
2004 2003
---- ----
Risk free interest rate 3.36% 3.18%
Stock volatility factor 0.70 0.01
Weighted average expected option life 4 years 1.45 years
Expected dividend yield None N/A
Prepared without audit.
See accountants' review report.
7
ROAMING MESSENGER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
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:
2004 2003
------------ -----------
Net loss as reported $ (423,878) $ ( 41,839)
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
compensation expense determined under fair
value based method for all awards, net
of related taxes (18,970) ( 8,275)
------------ -----------
Pro forma net loss $ (442,848) $ ( 50,114)
============ ===========
Basic and diluted pro forma loss per share $ (0.00) $ (0.00)
============ ===========
Warrants
--------
On September 30, 2004,the Company has granted warrants to purchase 100,500
shares of common stocks at $0.10 per share for consulting services. These
warrants expire on September 30, 2006, and were valued at $27,350.
Prepared without audit.
See accountants' review report.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Cautionary Statements
This Form 10-QSB may contains "forward-looking statements," as that
term is used in federal securities laws, about Roaming Messenger, Inc.'s
financial condition, results of operations and business. These statements
include, among others:
o statements concerning the potential benefits that Roaming Messenger,
Inc. ("RMI" or the "Company") may experience from its business
activities and certain transactions it contemplates or has completed;
and
o statements of RMI's expectations, beliefs, future plans and strategies,
anticipated developments and other matters that are not historical
facts. These statements may be made expressly in this Form 10-QSB. You
can find many of these statements by looking for words such as
"believes," "expects," "anticipates," "estimates," "opines," or similar
expressions used in this Form 10-QSB. These forward-looking statements
are subject to numerous assumptions, risks and uncertainties that may
cause RMI's actual results to be materially different from any future
results expressed or implied by RMI in those statements. The most
important facts that could prevent RMI from achieving its stated goals
include, but are not limited to, the following:
(a) volatility or decline of the Company's stock price;
(b) potential fluctuation in quarterly results;
(c) failure of the Company to earn revenues or profits;
(d) inadequate capital to continue or expand its business,
inability to raise additional capital or financing to
implement its business plans;
(e) failure to commercialize its technology or to make sales;
(f) changes in demand for the Company's products and services;
(g) rapid and significant changes in markets;
(h) litigation with or legal claims and allegations by outside
parties;
(i) insufficient revenues to cover operating costs.
There is no assurance that the Company will be profitable, the Company
may not be able to successfully develop, manage or market its products and
services, the Company may not be able to attract or retain qualified executives
and technology personnel, the Company may not be able to obtain customers for
its products or services, the Company's products and services may become
obsolete, government regulation may hinder the Company's business, additional
9
dilution in outstanding stock ownership may be incurred due to the issuance of
more shares, warrants and stock options, or the exercise of outstanding warrants
and stock options, and other risks inherent in the Company's businesses.
Because the statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by the
forward-looking statements. RMI cautions you not to place undue reliance on the
statements, which speak only as of the date of this Form 10-QSB. The cautionary
statements contained or referred to in this section should be considered in
connection with any subsequent written or oral forward-looking statements that
RMI or persons acting on its behalf may issue. The Company does not undertake
any obligation to review or confirm analysts' expectations or estimates or to
release publicly any revisions to any forward-looking statements to reflect
events or circumstances after the date of this Form 10-QSB, or to reflect the
occurrence of unanticipated events.
Current Overview
The Company has developed a proprietary solution called "Roaming
Messenger" for delivering real-time actionable information to wired and wireless
devices 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 messages. These messages automatically roam throughout
the wired and wireless worlds - from mobile devices to desktop PCs to central
servers - tracking down people and obtaining responses in real-time.
The Roaming Messenger product line is a new line from which the Company
has not yet earned significant revenue. The Company has established a number of
channel partners in several vertical markets, some of which are starting to
generate revenue. We are targeting the Public Safety and Emergency Response
industry where advanced real-time wireless messaging is a valuable addition to
existing solutions. Roaming Messenger is primarily distributed via a
Value-Added-Reseller ("VAR") or private labeled model where it is an add-on to
existing solutions such as personnel scheduling, threat detection and response,
and computer aided dispatch. The Company intends to focus on the Public Safety
vertical market over the next few quarters by establishing more channel partners
and VARs.
In facilitating longer term strategic plans, the Company is engaged in
early developments in the corporate enterprise application sector as well.
Current deployments through channel partners include mobile roaming alerts for
customer service and mobile field service applications. Exploratory
opportunities are in automated process control, remote monitoring, mobile
commerce and end-user messaging applications. All of these are expected to be
significant market opportunities for the Roaming Messenger technology within the
next 2 to 5 years.
The Company generates most of its revenue from its wholly owned
subsidiary, Warp 9, Inc. ("W9"), and financial statements for the Company and W9
are consolidated for reporting purposes. Roaming Messenger and W9 are housed in
10
the same office as much of the technology and administrative infrastructure in
the W9 operation is readily available to the Roaming Messenger operation. W9
currently offers two primary web-based e-commerce software products, Internet
Commerce System and Email Marketing System, to the catalog and retail industry.
These products were introduced for sale to the Business market before the
development of the Roaming Messenger product and have been a source of revenue
for W9 since 1999. Customers of these e-commerce products pay a recurring
monthly fee for their access and use. A majority of the total revenues are
recurring monthly revenue from e-commerce products. Every new customer is
expected to increase the topline for at least several quarters. From an
operational perspective the e-commerce product line is already profitable.
Revenue from the past quarters has been relatively stable. The Company
anticipates steady growth from the e-commerce products operation as a profit
center without significant capital investment.
The Company will continue to fulfill its working capital requirements
through the sale of Common Stock. A majority of the investment proceeds will be
allocated for the sales, marketing and technical support of the Roaming
Messenger product line. The Company believes most of its rapid growth in revenue
and shareholder value, if achieved, will come from the Roaming Messenger product
line as the wireless industry continues to grow and more channel partners sell
solutions with Roaming Messenger integrated in as their mobile messaging
component.
Our overarching growth strategy remains a three phase strategy. Phase I
is the Homeland Security and Public Safety markets. Phase II is the enterprise
markets for business process management and communication applications. Phase
III is the consumer markets for application such as mobile commerce and mobile
gaming.
In executing our growth strategy, strategic acquisition of synergistic
companies will be explored. Acquisition synergy shall be based on two primary
factors (i) access to installed base of customers (ii) complementary product or
service offerings.
RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2004
COMPARED TO THE SAME PERIOD IN 2003
Total revenue for the three-month period ending September 30, 2004 was
$309,704 as compared to $260,950 for the three-month period ending September 30,
2003.
Operating expenses increased from $265,118 for the three months ended
September 30, 2003 to $634,184 for the three months ended March 31, 2004. The
large increase in operating expenses between the two periods is due to increased
staff in sales and marketing as well as engineering. Primary sources of increase
in operating expenses include: an increase of $85,657 in Research and
Development expenses, and an increase of $277,574 in Selling and General and
Administrative expenses.
The $277,574 increase in Selling and General Administrative expenses
includes $27,350 of non-cash expense for the issuance of warrants to business
development consults for in lieu of cash payment for their services. The value
of the warrants were determined using the Black Scholes model.
11
Operating costs are expected to exceed revenue in the foreseeable
future as the Company continues to increase sales and marketing efforts as well
as increasing staff.
For the three months ended September 30, 2004, the Company's
consolidated net loss was ($423,878) as compared to a consolidated net loss of
($41,839) for the three months ended September 30, 2003.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash at September 30, 2004 of $1,115,854 as compared to
cash of $1,495,102 as of June 30, 2004. The Company had net working capital
(i.e. the difference between current assets and current liabilities) of $773,180
at September 30, 2004 as compared to a net working capital of $1,191,108 at June
30, 2004. Cash flow utilized by operating activities was ($360,193) for the
three months ended September 30, 2004 as compared to cash utilized for operating
activities of ($52,180) during the three months ended September 30, 2003. Cash
flow used in investing activities was ($33,894) for the three months ended
September 30, 2004 as compared to cash used in investing activities of ($10,817)
during the three months ended September 30, 2003. Cash flow from financing
activities was $14,839 for the three months ended September 30, 2004 as compared
to cash provided by financing activities of $386,967 during the three months
ended September 30, 2003.
The Company will need to obtain additional operating capital to permit
continuing execution of its business plan. The Company anticipates that it will
obtain the additional working capital it requires through the private placement
of Common Stock to domestic accredited investors pursuant to Regulation D of the
Securities Act of 1933, as amended (the "Act"), or to offshore investors
pursuant to Regulation S of the Act. There is no assurance that the Company will
obtain the additional working capital that it needs through the private
placement of Common Stock. The Company has incurred operating deficits since
inception, which are expected to continue until its business model is fully
developed.
ITEM 3. CONTROLS AND PROCEDURES
The Company's Chairman, Chief Executive Officer, and Chief Financial
Officer has evaluated the effectiveness of the Company's disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended) as of the end of the period covered by this
quarterly report and, based on this evaluation, has concluded that the
disclosure controls and procedures are effective.
There have been no changes in the Company's internal control over
financial reporting that occurred during the Company's third fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
12
PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On June 21, 2004, Michael Gilbert, a shareholder, filed a complaint
with the Superior Court of the State of California for the County of Santa
Barbara, for breach of contract, damages and specific performance relating to
the removal of the restrictive legend on his unregistered shares in Roaming
Messenger Inc. Mr. Gilbert accused the Company of refusing to permit him to
remove the restrictive transfer legend on his unregistered shares under Rule 144
of the Securities Act of 1933, as amended. The Company and the Company's
corporate counsel believe that Mr. Gilbert's claim is without merit and only a
result of his misunderstanding of the Rule 144 process. At no time did the
Company object or interfere with Mr. Gilbert's request for legend removal. The
Company anticipates that this complaint will be resolved without lengthy
litigation, but will vigorously defend the lawsuit until it is resolved.
ITEM 2. CHANGES IN SECURITIES
In August 2004, the Company issued 125,000 shares of restricted and
unregistered common stock as a result of a former employee exercising her stock
options in accordance with the Company's Stock Option Plan. The gross proceeds
of this exercise was $10,000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Effective September 22, 2004, the Company amended its Articles of
Incorporation (the "Amendment") to increase the authorized number of shares of
common stock from 200,000,000 to 495,000,000 and to establish the number of
shares of Preferred Stock at 5,000,000. The Board of Directors of the Company
unanimously approved the adoption of the Amendment. The holders of 99,691,525
shares or approximately 58% of the total issued and outstanding shares of the
Company voted to ratify the adoption of the Amendment. No shares of the Company
voted against ratifying the adoption of the Amendment. The remaining outstanding
shares abstained.
ITEM 5. OTHER INFORMATION
None.
13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT NO. DESCRIPTION
3.1 Articles of Incorporation (1)
3.2 Bylaws (1)
4.1 Specimen Certificate for Common Stock (1)
4.2 Non-Qualified Employee Stock Option Plan (2)
10.1 First Agreement and Plan of Reorganization between Latinocare
Management Corporation, a Nevada corporation, and Warp 9,
Inc., a Delaware corporation (3)
10.2 Second Agreement and Plan of Reorganization between Latinocare
Management Corporation, a Nevada corporation, and Warp 9,
Inc., a Delaware corporation (4)
10.3 Exchange Agreement and Representations for Shareholders of
Warp 9, Inc.(3)
31.1 Section 302 Certification
32.1 Section 906 Certification
-----------------------
(1) Incorporated by reference from the exhibits included with the Company's
prior Report on Form 10-KSB filed with the Securities and Exchange
Commission, dated March 31, 2003.
(2) Incorporated by reference from the exhibits included in the Company's
Information Statement filed with the Securities and Exchange
Commission, dated August 1, 2003.
(3) Incorporated by reference from the exhibits included with the Company's
prior Report on Schedule 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.
(1) Form 8-K, dated October 14, 2004, filed with the SEC reflecting the
resignation of Brian Fox as Chief Technology Officer of the Company.
14
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 15, 2004 ROAMING MESSENGER, INC.
By: \s\ Jonathan Lei
-------------------------------------
Jonathan Lei, Chairman of the Board,
Chief Executive Officer, President
Chief Financial Officer, and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: \s\ Jonathan Lei Dated: November 15, 2004
--------------------------------------
Jonathan Lei, Chairman of the Board,
Chief Executive Officer, President
Chief Financial Officer, and Secretary
By: \s\ Louie Ucciferri Dated: November 15, 2004
---------------------------------------
Louie Ucciferri, Director
By: \s\ Tom Djokovich Dated: November 15, 2004
---------------------------------------
Tom Djokovich, Director
15