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 DECEMBER 31, 2004
Commission file number 0-13215
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ROAMING MESSENGER, INC.
-------------------------------
(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
(Address of principal executive offices) (Zip Code)
(805) 683-7626
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 February 15, 2005 the number of shares outstanding of the
registrant's only class of common stock was 172,829,615.
Transitional Small Business Disclosure Format (check one):
Yes ________ No X
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Table of Contents
Page
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Balance Sheets as of December 31, 2004
(unaudited) and June 30, 2004..................................... 4
Statements of Operations for the Three Months and
Six Months ended December 31, 2004
and 2003 (unaudited).............................................. 5
Statements of Cash Flows for the Six Months ended
December 31, 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........................................... 13
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............... 14
Item 5. Other Information................................................. 14
Item 6. Exhibits and Reports on Form 8-K.................................. 14
Signatures................................................................. 15
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
ROSE, SNYDER & JACOBS
---------------------------------------------
A Corporation of Certified Public Accountants
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors
Roaming Messenger, Inc.
Santa Barbara, California
We have reviewed the accompanying consolidated balance sheet of Roaming
Messenger, Inc. and Subsidiary as of December 31, 2004 and the consolidated
statements of operations for the three months and six months ended December 31,
2004 and 2003, and the consolidated statements of cash flows for the six months
ended December 31, 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
February 8, 2005
----------------------------------------------------------
15821 Ventura Boulevard, Suite 490, Encino, California 91436
Phone: (818) 461-0600 * Fax: (818) 461-0610
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ROAMING MESSENGER, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
(Unaudited)
December 31, June 30,
2004 2004
--------------- --------------
CURRENT ASSETS
Cash $ 595,260 $ 1,495,102
Accounts receivable, net of allowance for doubtful account of $0 132,627 116,407
Prepaids and other current assets 32,000 9,944
--------------- --------------
TOTAL CURRENT ASSETS 759,887 1,621,453
--------------- --------------
PROPERTY & EQUIPMENT
Furniture, Fixtures & Equipment 87,590 83,225
Computer Equipment 429,199 278,715
Commerce Server 50,048 50,048
Computer Software 4,748 3,535
Leasehold Improvements 42,194 42,194
--------------- --------------
613,779 457,717
Less: Accumulated depreciation & amortization (302,305) (261,370)
--------------- --------------
NET PROPERTY & EQUIPMENT 311,474 196,347
--------------- --------------
OTHER ASSETS
Lease deposit 10,237 7,029
Other assets 2,714 2,503
--------------- --------------
TOTAL OTHER ASSETS 12,951 9,532
--------------- --------------
TOTAL ASSETS $ 1,084,312 $ 1,827,332
=============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 58,121 $ 24,892
Accrued liabilities 32,412 42,093
Officer salaries payable 237,981 243,730
Staff salaries payable 70,671 46,499
Note payable 31,000 39,500
Current portion - obligations under capitalized leases 55,844 33,631
Stockholder Deposit 19,875
---------------
TOTAL CURRENT LIABILITIES 505,904 430,345
--------------- --------------
LONG TERM LIABILITIES
Obligations under capitalized leases 108,133 45,059
--------------- --------------
TOTAL LONG TERM LIABILITIES 108,133 45,059
--------------- --------------
TOTAL LIABILITIES 614,037 475,404
--------------- --------------
COMMITMENTS AND CONTINGENCIES, note 3
SHAREHOLDERS' EQUITY
Capital Stock 172,685 172,400
Additional Paid-in Capital 3,975,866 3,871,738
Accumulated deficit (3,678,276) (2,692,210)
--------------- --------------
TOTAL SHAREHOLDERS' EQUITY 470,275 1,351,928
--------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,084,312 $ 1,827,332
=============== ==============
Prepared without audit.
See report of independent registered public accounting firm and
notes to financial statements.
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ROAMING MESSENGER, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Six Three Six
months ended months ended months ended months ended
December 31, December 31, December 31, December 31,
2004 2004 2003 2003
--------------- -------------- ---------------- ------------
REVENUE $ 307,228 $ 616,932 $ 193,176 $ 454,126
COST OF REVENUE (141,030) (238,588) (26,753) (59,951)
--------------- -------------- ---------------- ------------
GROSS PROFIT 166,198 378,344 166,423 394,175
OPERATING EXPENSES
Selling, general and administrative expense 637,312 1,130,687 294,069 509,847
Depreciation and amortization 21,777 40,472 13,931 26,814
Research and development 66,638 188,752 48,943 85,400
--------------- -------------- ---------------- ------------
TOTAL OPERATING EXPENSES 725,727 1,359,911 356,943 622,061
--------------- -------------- ---------------- ------------
OPERATING LOSS (559,529) (981,567) (190,520) (227,886)
--------------- -------------- ---------------- ------------
OTHER INCOME (EXPENSES)
Interest income 4,453 6,610 1,606 1,832
Interest expense (7,110) (11,107) (4,457) (9,156)
--------------- -------------- ---------------- ------------
TOTAL OTHER INCOME (EXPENSES) (2,657) (4,497) (2,851) (7,324)
--------------- -------------- ---------------- ------------
NET LOSS $ (562,186) $ (986,064) $ (193,371) $ (235,210)
=============== ============== ================ ============
BASIC AND DILUTED LOSS
PER SHARE $ (0.00) $ (0.01) $ (0.00) $ (0.00)
=============== ============== ================ ============
WEIGHTED AVERAGE NUMBER
OF SHARES 172,530,810 172,488,310 157,267,191 153,164,415
=============== ============== ================ ============
Prepared without audit.
See report of independent registered public accounting firm and
notes to financial statements.
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ROAMING MESSENGER, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003
Six Six
months ended months ended
December 31, December 31,
2004 2003
--------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (986,064) $ (235,210)
Adjustment to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 40,472 26,814
Warrants issued for services 81,062 -
Common stock issued for services 17,000 -
Decrease (increase) in account receivable (16,220) 8,462
Decrease (increase) in prepaid and other assets (24,545) (8,550)
(Decrease) increase in accounts payable 33,229 (28,299)
(Decrease) increase in officer salaries payable (5,749) 15,743
(Decrease) increase in other liabilities 14,491 (20,683)
--------------- ----------------
NET CASH USED IN OPERATING ACTIVITIES (846,324) (241,723)
--------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Employee advances (469) -
Purchase of property & equipment (48,596) (16,196)
--------------- ----------------
NET CASH USED IN INVESTING ACTIVITIES (49,065) (16,196)
--------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock, net of costs 6,352 1,164,987
Deposit for shares of common stock 19,875 -
Payments on notes payable (8,500) -
Payments on capitalized lease obligations (22,180) (12,072)
--------------- ----------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (4,453) 1,152,915
--------------- ----------------
NET INCREASE (DECREASE) IN CASH (899,842) 894,996
--------------- ----------------
CASH AT BEGINNING OF PERIOD 1,495,102 57,408
--------------- ----------------
CASH AT END OF PERIOD $ 595,260 $ 952,404
=============== ================
Supplementary disclosures:
Interest paid $ 11,107 $ 9,156
=============== ================
Capitalized leases contracted $ 107,469 $ 12,125
=============== ================
Prepared without audit.
See report of independent registered public accounting firm and
notes to financial statements.
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ROAMING MESSENGER, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 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 December 31, 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 0 and
865,994 shares of Roaming Messenger, Inc. were granted during the six
months ended December 31, 2004 and 2003, respectively. The fair value of
options granted, which have been estimated at $0 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 3.60% 3.18%
Stock volatility factor 0.40 0.40
Weighted average expected option life 4 years 4 years
Expected dividend yield None None
Prepared without audit.
See report of independent registered public accounting firm.
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ROAMING MESSENGER, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 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:
Three Months Six Months Three Months Six Months
Ended Ended Ended Ended
December December December December
31, 2004 31, 2004 31, 2003 31, 2003
------------ ----------- ------------ -------------
Net loss as reported $ (562,186) $ (986,064) $ (193,371) $ (235,210)
Basic and diluted net loss per share as reported (0.00) (0.01) (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 (42,475) (61,445) (55) $ (8,430)
------------ ----------- ------------- -------------
Pro forma net loss $ (604,661) $(1,047,509) $ (193,426) $ (243,640)
============ =========== ============= =============
Basic and diluted pro forma loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ =========== ============= =============
Warrants
--------
On December 31, 2004, the Company has granted warrants to purchase 271,000
shares of common stocks at $0.10 per share for consulting services. These
warrants expire on December 31, 2006, and were valued at $53,712.
3. COMMITMENTS AND CONTINGENCIES
From time to time, the Company is involved in claims and lawsuits that
arise in the ordinary course of business. In the opinion of management,
they are usually resolved without material adverse effects on the Company's
financial position.
The Company is also the defendant in a lawsuit where a shareholder is
claiming breach of contract, damages and specific performance relating to
the removal of the restrictive legend on his unregistered shares. The
shareholder 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, based on the opinion
of its legal counsel, believes that the claim is without merit. The Company
will vigorously defend the lawsuit, and has not accrued any contingent
liability with respect to this claim. The Company cannot estimate the range
of potential loss, in the event of an unfavorable judgment.
Prepared without audit.
See report of independent registered public accounting firm.
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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
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its products or services, the Company's products and services may become
obsolete, government regulation may hinder the Company's business, additional
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.
The channel sales strategy has been validated to be an appropriate
strategy for the Roaming Messenger product line. Roaming Messenger fundamentally
enhances any business application by providing it with mobile messaging
capabilities not available from any other vendor. The Company has committed to
marketing Roaming Messenger as an integration and deployment platform for
mobilizing business applications and using the channel sales model to achieve
exponential revenue possibilities in multiple markets.
During the quarter ended December 31, 2004, the Company has increased
its sales and marketing department significantly compared to prior quarters.
Business development with large potential channel partners are progressing at an
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acceptable pace. Feedback from the market during the last quarter has been
incorporated into the product development path. With the current interest in the
pipeline, the Company believes significant revenue is likely to be achieved over
the next several quarters when the pipeline results in tangible orders as
anticipated.
During the quarter ended December 31, 2004, the Company filed two
additional patent applications with the United States Patent and Trademark
Office relating to implementation details of the Roaming Messenger technology.
The Company intends to continue filing more patent applications to protect new
technical developments as well as business methods of using this technology.
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 currently generates almost all 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 the same office as much of the technology and administrative
infrastructure in the W9 operation is readily available to the Roaming Messenger
operations. W9 currently offers two primary web-based e-commerce software
products, Internet Commerce System and Email Marketing System, to the catalog
and retail industry. Customers of these e-commerce products pay a recurring
monthly fee for their access and use of the system. 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 the e-commerce operation to function as a growing profit center
without significant capital investment.
The Company intends to 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, with respect to the Roaming Messenger
line, 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.
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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 install based of customers (ii) complementary product or
service offerings.
RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIOD ENDED DECEMBER 31, 2004
COMPARED TO THE SAME PERIOD IN 2003
Total revenue for the three-month period ending December 31, 2004 was
$307,228 as compared to $193,176 for the three-month period ending December 31,
2003. The increase of $114,052 was primarily due to the reselling of third party
online marketing services.
Operating expenses increased from $356,943 for the three months ended
December 31, 2003 to $725,727 for the three months ended December 31, 2004. The
large increase in operating expenses between the two periods is primarily due to
sales and marketing staff as well as increased marketing expenses.
The $725,727 operating expenses includes non-cash charges of (i)
$17,000 of unregistered stock for engineering services (ii) $53,712 expense for
the issuance of warrants to business development consultants in lieu of cash
payment for their services. The value of the warrants was determined using the
Black Scholes model.
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 December 31, 2004, the Company's
consolidated net loss was ($562,186) as compared to a consolidated net loss of
($193,371) for the three months ended December 31, 2003.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash at December 31, 2004 of $595,260 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 $253,981
at December 31, 2004 as compared to a net working capital of $1,191,108 at June
30, 2004. Cash flow utilized by operating activities was ($846,324) for the six
months ended December 31, 2004 as compared to cash utilized for operating
activities of ($241,723) during the six months ended December 31, 2003. Cash
flow used in investing activities was ($49,065) for the six months ended
December 31, 2004 as compared to cash used in investing activities of ($16,196)
during the six months ended December 31, 2003. Cash flow used by financing
activities was ($4,453) for the six months ended December 31, 2004 as compared
to cash provided by financing activities of $1,152,915 during the six months
ended December 31, 2003.
The Company will need to obtain additional operating capital to enable
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
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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 second fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
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. 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, but will
vigorously defend the lawsuit until it is resolved.
ITEM 2. CHANGES IN SECURITIES
In November 2004, the Company issued 10,000 shares of restricted and
unregistered common stock as in lieu of payment for consulting services.
In December 2004, the Company issued 150,000 shares of restricted and
unregistered Common Stock pursuant to the exercise of stock options by an
employee with the Company's Stock Option Plan. The gross proceed of this
exercise was $12,000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
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 Form SC 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.
Form 8-K Report filed on October 14, 2004
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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: February 15, 2005 ROAMING MESSENGER, INC.
By: \s\ Jonathan Lei
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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: February 15, 2005
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Jonathan Lei, Chairman of the Board,
Chief Executive Officer, President
Chief Financial Officer, and Secretary
By: \s\ Louie Ucciferri Dated: February 15, 2005
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Louie Ucciferri, Director
By: \s\ Tom Djokovich Dated: February 15, 2005
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Tom Djokovich, Director
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