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): March 28, 2005
Roaming Messenger, Inc.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
0-13215 30-0050402
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(Commission File Number) (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)
Registrant's telephone number, including area code: (805) 683-7626
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(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............................1
Item 1.01. Entry into a Material Definitive Agreement.............1
SECTION 2. FINANCIAL INFORMATION...........................................1
SECTION 3. SECURITIES AND TRADING MARKETS..................................1
Item 3.02. Unregistered Sales of Equity Securities................1
SECTION 4. MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL
STATEMENTS......................................................1
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.............................1
SECTION 6. [RESERVED]......................................................1
SECTION 7. REGULATION FD...................................................2
SECTION 8. OTHER EVENTS....................................................2
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS ..............................2
SIGNATURES...................................................................2
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01. Entry into a Material Definitive Agreement.
On or about March 28, 2005, Roaming Messenger, Inc., a Nevada
corporation ("RMI") entered into a Securities Purchase Agreement, Periodic
Investment Agreement, and Registration Rights Agreement (collectively, the
"Agreement") with Wings Fund, Inc. pursuant to which Wings Fund, Inc. agreed to
purchase up to $3,500,000 worth of the common stock of RMI (the "Common Stock").
At the closing on March 28, 2005 (the "Closing Date"), Wings Fund, Inc.
purchased 5,000,000 shares of Common Stock for a purchase price of $500,000. The
remaining $3,000,000 will be funded by Wings Fund, Inc. at RMI's discretion in
monthly increments of up to $250,000 (the "Monthly Purchases") within twelve
months after a Registration Statement on Form SB-2 or other appropriate form
(the "Registration Statement") covering the Common Stock purchased and to be
purchased by Wings Fund, Inc. pursuant to the Agreement is declared effective by
the Securities and Exchange Commission. The price per share of the Common Stock
for the Monthly Purchases will be 60% of the volume weighted average price
("VWAP") of the Common Stock as quoted by Bloomberg, LP over the twenty (20)
trading days prior to the date of each Monthly Purchase. VWAP will be calculated
by adding the dollar value of each transaction in RMI's Common Stock (price
times number of shares traded), divided by the total volume of shares of Common
Stock traded for the trading day. There will be a minimum of twenty (20) trading
days between Monthly Purchases. RMI will use its best efforts to file the
Registration Statement within thirty (30) days from the Closing Date (the
"Filing Date"). RMI will use its best efforts to cause the Registration
Statement to become effective within one hundred twenty (120) days from the
Filing Date (the "Effective Date"). If the Registration Statement has not been
filed by the Filing Date or the Registration Statement has not been declared
effective by the Effective Date, RMI will be liable to Wings Fund, Inc. for
liquidated damages in the amount of 200,000 shares of Common Stock for every
thirty (30) day period the Registration Statement has not been filed or declared
effective, as the case may be.
SECTION 2. FINANCIAL INFORMATION
Not Applicable.
SECTION 3. SECURITIES AND TRADING MARKETS
Item 3.02. Unregistered Sales of Equity Securities.
See Item 1.01.
SECTION 4. MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Not Applicable.
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
Not Applicable.
SECTION 6. [RESERVED]
1
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
10.1. Securities Purchase Agreement by and between Roaming
Messenger, Inc. and Wings Fund, Inc., dated March 28,
2005.
10.2. Periodic Investment Agreement by and between Roaming
Messenger, Inc. and Wings Fund, Inc., dated March 28,
2005.
10.3. Registration Rights Agreement by and between Roaming
Messenger, Inc. and Wings Fund, Inc., dated March 28,
2005.
10.4. Escrow Agreement by and among Roaming Messenger,
Inc., Wings Fund, Inc., and Sichenzia Ross Friedman
Ference LLP, dated March 28, 2005.
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.
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(Registrant)
Date: March 30, 2005
\s\ Jonathan Lei
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Jonathan Lei, President
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