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): September 18, 2006
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
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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
SECTION 4. MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL STATEMENTS........2
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT..............................2
SECTION 6. ASSET BACKED SECURITIES..........................................2
SECTION 7. REGULATION FD....................................................2
SECTION 8. OTHER EVENTS.....................................................2
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS ...............................2
SIGNATURES....................................................................3
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
On September 18, 2006, Roaming Messenger, Inc. (the "Company") entered
into an Exclusive Technology License Agreement (the "License Agreement") with
Zingerang, Inc., a Nevada corporation ("Zingerang") pursuant to which the
Company granted an exclusive (including to the exclusion of the Company),
worldwide, sub-licensable, transferable, royalty-bearing right and license to
make, have made, import, use, offer for sale, sell, reproduce, distribute,
display, perform or otherwise exploit the Company's Roaming Messenger(R)
technology, Roaming Messenger(R) and eCapsule(R) trademarks, and patent
application numbers 20060165030, 20060123396, and 20030110097 (the "License")
for a period of ten years. In its sole and absolute discretion, Zingerang may
extend the term of the License Agreement for additional ten year terms by
providing written notice to the Company of such election within thirty (30) days
prior to the expiration of the then current term. In consideration for granting
the License to Zingerang, for each calendar quarter during the term of the
License Agreement, the Company will receive an amount equal to Five Percent (5%)
of Gross Sales, as that that term is defined in the License Agreement (the
"Royalties") for such period. The Company will also receive a one-time payment
of $100,000 as a recoupable advance against Royalties. Zingerang may, at its
sole and absolute discretion, pay to the Company, in lieu of ongoing Royalties,
a one-time payment in an amount equal to $500,000 less amounts, not to exceed
$50,000, incurred by Zingerang for legal and filing fees in connection with the
continual prosecution of the Company's three (3) patent applications. Zingerang
has the right to sublicense all or any portion of its rights under the License
Agreement to sublicensees. In light of the Company granting the worldwide
exclusive License to Zingerang, the Company has laid-off five engineering and
marketing personnel who were previously engaged in the Roaming Messenger
business.
On September 18, 2006, the Company subscribed to purchase 40,000,000
founders shares of the common stock of Zingerang for a purchase price of
$0.00025 per share, representing a total purchase price of $10,000. Pursuant to
its subscription agreement with Zingerang (the "Subscription Agreement"), the
Company agreed that it would not sell or offer to sell any unregistered shares
of Zingerang's common stock until a date two (2) years after a Registration
Statement on Form SB-2 is filed by Zingerang and declared effective by the
Securities and Exchange Commission (the "Lock-up Term"). Upon the expiration of
the Lock-up Term, the Company will be entitled to piggyback registration rights.
Zingerang has represented to the Company that this round of financing in which
the Company is participating will include approximately 59,500,000 additional
shares.
SECTION 2. FINANCIAL INFORMATION
Not Applicable.
SECTION 3. SECURITIES AND TRADING MARKETS
Not Applicable.
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SECTION 4. MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Not Applicable.
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
Not Applicable.
SECTION 6. ASSET BACKED SECURITIES
Not Applicable.
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 Exclusive Technology License Agreement with
Zingerang, Inc., a Nevada corporation, dated as of
September 18, 2006.
10.2 Agreement to Purchase Shares of the common stock of
Zingerang, Inc., a Nevada corporation, dated as of
September 18, 2006.
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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: September 22, 2006
\s\ Jonathan Lei
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Jonathan Lei, President
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