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): May 30, 2003
Roaming Messenger, Inc.
------------------------------
(Exact name of registrant as specified in its charter)
Nevada
-------------
(State or other jurisdiction of incorporation)
0-13215 30-0050402
--------------------------- -------------
(Commission File Number) (I.R.S. Employer
Identification No.)
6144 Calle Real Suite, 200, Santa Barbara, California 93117
----------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 683-7626
Latinocare Management Corporation
959 Walnut Avenue, Suite 250
Pasadena, California 91107
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Total number of pages in this document: 18
TABLE OF CONTENTS
ITEM 1. CHANGES IN CONTROL OF REGISTRANT....................................1
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS................................1
ITEM 3. BANKRUPTCY OR RECEIVERSHIP..........................................1
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.......................1
ITEM 5. OTHER EVENTS........................................................1
ITEM 6. RESIGNATION OF DIRECTORS AND APPOINTMENT OF
NEW DIRECTORS...................................................1
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS ..................................2
SIGNATURES....................................................................2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPCTY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 5. OTHER EVENTS.
On or about May 30, 2003, Warp 9, Inc., a Delaware corporation ("Warp")
sent a solicitation of exchange to its shareholders in anticipation of the
second Agreement and Plan of Reorganization (the "Second Reorganization
Agreement") entered into by Warp and the Company. The Second Reorganization
Agreement, scheduled to be effective on June 30, 2003, provides for the Company
to issue up to 8,405,263 shares of its Common Stock to the remaining
shareholders of Warp in consideration for all of the outstanding voting stock of
Warp not already owned by the Company. Under the first Agreement and Plan of
Reorganization, which closed in April 2003, the Company issued approximately
122,620,910 shares of the Company's Common Stock to shareholders of Warp in
exchange for approximately 93.6% of the outstanding stock of Warp. Upon
completion of the Second Reorganization Agreement, the Company will own 100% of
the issued and outstanding stock of Warp. After the second closing, the Company
expects to have a total of approximately 145,640,271 shares of its Common Stock
outstanding. The Company originally estimated that it would have a total of
144,604,098 shares of its Common Stock outstanding after it acquired all of
Warp.
ITEM 6. RESIGNATION OF DIRECTORS AND APPOINTMENT OF NEW DIRECTORS
Not applicable.
-1-
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
(a) Financial Statements of Business Acquired
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Exhibits
2.1 Agreement and Plan of Reorganization with Warp 9, Inc.
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: June 11, 2003
/s/ Jonathan Lei
------------------------------
Jonathan Lei, President
-2-