-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N4fEZlkeOd+dSisxqc30FD4ffIydJIo0/GvhOd/Wkh+fP/nNFNUg5K6HS0wNXPiu sUV3jA7Sifmp7Rciy0HQEQ== 0001171843-08-000357.txt : 20080509 0001171843-08-000357.hdr.sgml : 20080509 20080509095822 ACCESSION NUMBER: 0001171843-08-000357 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080508 ITEM INFORMATION: Other Events FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REMOTE KNOWLEDGE INC CENTRAL INDEX KEY: 0001059099 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 741664837 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-106247 FILM NUMBER: 08816332 BUSINESS ADDRESS: STREET 1: 16360 PARK TEN PLACE STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77084 FORMER COMPANY: FORMER CONFORMED NAME: VARITEK INDUSTRIES INC DATE OF NAME CHANGE: 19980402 8-K 1 document.htm FORM 8-K FILING DOCUMENT Form 8-K Filing

UNITED STATES
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 (Date of earliest event reported) May 9, 2008


Remote Knowledge, Inc
(Exact name of registrant as specified in its charter)


Delaware
 
333-10624
 
74-166483
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)


 
3657 Briarpark, Suite 100, Houston, Texas
 
77042
 
  (Address of principal executive offices)   (Zip Code)  

Registrant's telephone number, including area code:   281-599-4800



________________________________________________________________________________
(Former name or former address, if changed since last report)



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 CFR 230.425)
  [   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  [   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  [   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On May 8, 2008 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

    Exhibit 99.1.       Press release dated May 8, 2008


SIGNATURE

    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 hereunto duly authorized.

    Remote Knowledge, Inc
(Registrant)

May 9, 2008
(Date)
  /s/   RANDY S. BAYNE
Randy S. Bayne
President and Chief Executive Officer


  Exhibit Index
  99.1 Press release dated May 8, 2008






EX-99.1 2 newsrelease.htm PRESS RELEASE Remote Knowledge and Muragai Enter Letter of Intent for Up to $10 Million

EXHIBIT 99.1

Remote Knowledge and Muragai Enter Letter of Intent for Up to $10 Million

HOUSTON, May 8, 2008 (PRIME NEWSWIRE) -- Remote Knowledge, Inc., (Pink Sheets:RKNW) and Muragai, LLC jointly announced today that the parties have entered a Letter of Intent for an investment of up to $10 million in the form of a senior secured convertible loan. It is contemplated that this transaction will close before the end of the second quarter 2008.

Randy Bayne, Chief Executive Officer of Remote Knowledge, stated, "Remote Knowledge is excited to enter into this agreement with Muragai and work with its Principal, Mr. Stephen L. Way as the lead investor. His desire to take an active role in the future success of the company is a significant step towards achievement of our goals."

This letter of intent sets forth the general terms upon which Muragai, or its affiliates, and other investors will invest in Remote Knowledge, Inc. ("RKI") and advance funds to RKI in the form of a convertible loan ("the Loan"). The proceeds from the Loan will be used by RKI in furtherance of its business strategy of developing and marketing proprietary communications and data-management products for the marine industry.

Under terms of the the Loan, the Investors will extend a senior secured amount of up to $10 million to RKI. The Loan will be senior to any existing or future loans, indebtedness or other liability of RKI and will be secured by a first priority pledge of any and all current or future assets of RKI. The Loan conversion price and annual interest rate are subject to change based on the final results of the due diligence process and other factors.

On behalf of Muragai, Stephen Way commented, "After several months of due diligence, Muragai and our group of investors have made the commitment to lead funding of the proposed $10 million convertible loan. We have used both technical and financial consultants during this process and are comfortable that the risk reward profile fits our expectations."

About Remote Knowledge

Remote Knowledge is a developer and provider of satellite based high-speed Internet, voice, video, data-management and mobile marketing applications. Remote Knowledge's technologies unite with existing global terrestrial and satellite communications networks to deliver home or office like content and entertainment services to the marine leisure market, maritime commercial customers and marine sporting events around the world.

About Muragai LLC

Muragai, LLC is a private investment company based in Houston, Texas and a wholly owned subsidiary of SLW International, LLC. The Group currently has investments in several industries including, insurance, oil & gas, real estate and technology.

This information contains forward-looking statements that relate to our business. Such statements are not guarantees for future performance, and actual results could differ materially from those expressed or implied in such statements as a result of certain factors. All statements, other than statements of historical facts, included in this information that address activities, events or developments that we expect, believe, intend or anticipate will or may occur in the future, including the following matters, are forward-looking statements. These statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. These forward looking statements are subject to risks and uncertainties, including those associated with the availability of additional financing on favorable conditions; general economic; market and business op portunities that may be presented to and pursued by us; changes in laws or regulations; and successful exploitation of our market opportunities. Significant factors that could prevent us from achieving our stated goals include our inability to obtain financing for research and development, manufacturing, and marketing expenditures, our inability to compete against existing or future competitors, a substantial increase in the cost of our products; declines in the market prices for our products; and adverse changes in our target markets. We undertake no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

CONTACT:  Remote Knowledge
          Investor Contact:
          Randy S. Bayne
          281-599-4949
          Randy.Bayne@rkiq.com
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