SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: April 8, 2003
LATINOCARE MANAGEMENT, INC.
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(Name of Registrant)
Nevada 000-13215 30-0050402
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.
incorporation post-merger)
post-merger)
959 Walnut Avenue, Suite 250, Pasadena, California 91106
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(NEW ADDRESS)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (626) 583-1115
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 2,620,913 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
software solution that enables messages to roam through the mobile world.
Roaming Messenger is a "smart courier" approach to time-critical communication.
Unlike existing systems based on static messaging technology such as e-mail,
text messaging, and voicemail, Roaming Messenger packages time-critical
information and alerts into "smart courier" messages. These messages
automatically roam through wireless mobile devices, desktop PCs, and corporate
servers, tracking down people and getting responses -- all in real-time.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
ITEM 5. OTHER EVENTS
Pursuant to the Plan and Agreement of Reorganization the following matters
are expected to occur.
1. The name of the company shall be changed to Roaming Messenger, Inc.
Resignation ands Appointment of Officers
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a) Jose Gonzalez has resigned as President of the Company as of April 1, 2003.
b) Jon Lei has been appointed President of the Company to serve at the discre-
tion of the Board of Directors as of April 1, 2003. (See Biographical Infor-
mation under Directors herein below).
Executive Officers
Name Position
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Jon Lei CEO, President 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.
The pre-existing director, Jose Gonzalez, will resign upon the effective-
ness of the appointment of the new directors.
Board of Directors
Jonathan L. Lei, age 30, has been the President, Chief Executive
Officer, Chief Financial Officer, and Secretary of the Warp 9, Inc. since
inception in 1996. He was appointed President and a Director of the Company on
April 1, 2003. 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.
Designated Directors and Executive Officers
The biographical information of the new directors is as follows:
The New Directors will take office ten days after the filing and mail-
ing of Schedule 14f (on April 18, 2003). Except for the transactions contemplat-
ed by the Reorganization, none of the New Directors or their associates bene-
ficially owns any equity securities or the right to acquire any equity securi-
ties of the Company, or has been involved in any transaction with the Company or
any of its Current Directors or officers that is required to be disclosed
pursuant to the rules and regulations of the Securities and Exchange Commission.
Upon the completion of the Reorganization, approximately 96,087,525 shares of
the Company's Common Stock will be owned by Jonathan L. Lei, approximately
3,750,000 shares of the Company's Common Stock will be owned by Louie Ucciferri,
and approximately 302,500 shares of the Company's Common Stock will be owned by
Tom Djokovich. Each of the New Directors is a United States citizen. Effective
April 1, 2003, Jonathan L. Lei was appointed the President, Chief Executive
Officer, Chief Financial Officer, and Secretary of the Company. Each of the New
Directors has consented to be a director of the Company.
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 will resign as a director effective 10 days after mailing of
Notice to Shareholders pursuant to Section 14f (April 18, 2003).
ITEM 7. FINANCIAL STATEMENTS, UNAUDITED CONSOLIDATED FINANCIALS, & EXHIBITS
Financial Statements -
None
Exhibits - 10.1 Agreement and Plan of Reorganization
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: April 8, 2003 LATINOCARE MANAGEMENT, INC.
By: /s/ Jonathan Lei
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Jonathan Lei, President