~~UNITED~~U.S. ~~STATES~~SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD) ~~of the Securities Exchange Act of 1934~~

~~Date of~~OF ~~Report: August 27, 2008~~THE

~~Remote~~SECURITIES ~~Knowledge,~~EXCHANGE ~~Inc.~~ACT OF 1934

~~(Exact~~DATE OF ~~name~~REPORT: of(DATE ~~registrant~~OF asEARLIEST ~~specified~~EVENT inREPORTED): ~~its~~December ~~charter)~~22, 2008

Delaware	333-106247	74-1664837
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Commission File Number: 333-106247

REMOTE KNOWLEDGE, INC.

(Name of Small Business Issuer in its Charter)

DELAWARE	74-1664837
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

3657 Briarpark Drive, Suite 100,

Houston, Texas 77042

(Address of principal executive offices) ~~(Zip Code)~~

~~Registrant’s telephone number, including area code:~~ (281) 599-4800

~~Not~~(Issuer ~~applicable~~Telephone Number)

~~(Former~~Check the ~~name~~appropriate orbox ~~former~~below ~~address,~~ if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report.)~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~[ ] Written communications pursuant to Rule 425 under the ~~appropriate~~ ~~box~~Securities ~~below~~Act if(17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the ~~Form~~Exchange 8Act (17 CFR 240.14a-K12) ~~filing~~[ is] ~~intended~~Pre-commencement communications pursuant to ~~simultaneously satisfy~~Rule 14d-2(b) under the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant~~240.14d-2(b)) ~~under~~[ ~~any~~] ofPre-commencement communications pursuant to Rule 13e-4(c) under the ~~following provisions:~~Exchange Act (17 CFR 240.13e-4(c))

~~[_] Written~~Item ~~communications~~5.03. ~~pursuant~~Amendments to ~~Rule~~Articles ~~425~~of ~~under~~Incorporation ~~the~~or ~~Securities~~Bylaws; ~~Act~~Change ~~(17~~in ~~CFR 230.425)~~Fiscal Year

~~[_]~~On or ~~Soliciting~~about ~~material~~December ~~pursuant~~22, 2008, Remote Knowledge, Inc. (the “Company”) filed a Certificate of Amendment to ~~Rule~~the ~~14a-12~~Company’s ~~under~~Certificate of Incorporation which increased the ~~Exchange~~Company’s ~~Act~~authorized ~~(17~~shares ~~CFR~~of common stock from 150,000,000 ~~240~~shares to 500,000,000 shares.~~14a-12))~~ Effective upon the filing of the Certificate of Amendment, the total number of shares of stock that the Company has authority to issue is 510,000,000 shares, consisting of 500,000,000 shares of common stock, par value $.001 per share, and 10,000,000 shares of voting preferred stock, par value $.001 per share.

~~[_]~~The ~~Pre-commencement~~Company’s ~~communications~~Board ~~pursuant~~of Directors approved and ratified the Certificate of Amendment on or about December 4, 2008 and submitted the Certificate of Amendment to ~~Rule~~the Company’s ~~14d-~~shareholders for approval. An aggregate of approximately 72% of the Company’s outstanding voting shares approved the Certificate of Amendment by way of consent to action without a meeting, including 25,129,116 shares of the Company’s common stock, 2,742 shares of the Company’s Series A Preferred Stock (bwhich in aggregate voted approximately 8% of the Company’s voting stock), ~~under~~and 3,277 shares of the ~~Exchange~~Company’s ~~Act~~Series B ~~(17~~Preferred ~~CFR~~Stock ~~240.14d-2~~(bwhich in aggregate voted approximately 9% of the Company’s voting stock)).

~~[_]~~The ~~Pre-commencement~~holders ~~communications~~of ~~pursuant~~Series toA ~~Rule~~Preferred ~~13e-4(c)~~Stock ~~under~~and Series B Preferred Stock have the ~~Exchange~~right to ~~Act~~one vote for each share of common stock into which such share of Series A ~~(17~~Preferred ~~CFR~~Stock ~~240~~or Series B Preferred Stock is convertible into.~~13e-4(c))~~ Each share of Series A Preferred Stock is convertible into 1,333.33 shares of common stock, and each share of Series B Preferred Stock is convertible into 1,333.33 shares of common stock.

~~Item~~As of December 1~~.01~~, ~~Entry~~2008, ~~into~~the Company had a ~~Material~~total ~~Definitive~~of ~~Agreement~~32,068,368 shares of common stock outstanding, 4,274 shares of Series A Preferred Stock outstanding and 6,198 shares of Series B Preferred Stock outstanding. As such, there were approximately 46,031,024 outstanding voting shares of the Company on December 1, 2008.

~~and~~Item 8.01. Other Events

~~Item~~It has ~~2.03~~come ~~Creation~~to the attention of athe ~~Direct~~Company's ~~Financial~~management ~~Obligation~~that the Company has incorrectly disclosed on its Form 10-KSB filings that it has securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”). Specifically, the Company’s 10-KSB’s (including amendments thereto) filed on October 23, 2008, March 30, 2007, March 31, 2006, November 30, 2005 and March 31, 2005 state that the Company has Common Stock, $.001 par value, that is registered pursuant to Section 12(g) of the Exchange Act.

~~On August~~The ~~21,~~Company’s ~~2008,~~10-KSB ~~Remote~~filed ~~Knowledge~~on May 19, ~~Inc.~~2004 (states that the “Company”) ~~entered~~has ~~into~~no apar value ~~credit~~common ~~agreement~~stock ~~with~~registered ~~SLW~~pursuant ~~International,~~to ~~LLC,~~Section a12(g) ~~Delaware~~of ~~limited~~the ~~liability~~Exchange ~~company~~Act. The ~~(“SLWI”), pursuant~~Company tofiled ~~which~~a ~~SLWI~~Form ~~agreed~~SB-2 toregistration ~~lend~~statement towith the Securities ~~Company~~and ~~Eight~~Exchange ~~Hundred~~Commission ~~Thousand Dollars~~which ~~($800,000)(the~~was ~~“Senior Loan”). The~~declared ~~Senior~~effective ~~Loan~~in ~~was~~2004 ~~made~~which resulted in ~~accordance~~the ~~with,~~Company’s ~~and secured~~securities ~~by,~~being aregistered ~~note~~under (the ~~“Senior~~Securities Act ~~Note”)~~of ~~and~~1933, ~~security~~as ~~agreement~~amended (the “~~Senior~~1933 ~~Security Agreement~~Act”) ~~between~~. ~~the~~The Company ~~and~~was ~~SLWI,~~assigned ~~both more particularly described on~~ the ~~exhibits~~333-106247 ~~attached~~file ~~hereto. The~~number ~~Senior~~from ~~Note~~the ~~constituted~~Securities ~~a renewal, extension~~ and ~~conversion~~ ofExchange aCommission ~~prior~~which ~~promissory~~number ~~note~~is associated ~~issued~~with ~~by the Company to Muragai, LLC,~~ a ~~Delaware~~ ~~limited~~1933 ~~liability~~Act ~~company (“Muragai”), previously assigned to SLWI~~Company.

~~On August 21~~Therefore, ~~2008, (the “Closing~~ ~~Date”),~~ the Company ~~also~~is ~~entered into~~ a ~~Credit Agreement (the~~ “~~Credit~~1933 ~~Agreement~~Act Company”) ~~made between it~~ and ais ~~group~~not ofsubject ~~accredited investors represented by Muragai (such group being collectively referred~~ to ~~herein as “Lenders”), under which Lenders~~requirements ~~agree~~associated towith ~~extend~~an ~~credit~~Exchange Act ~~to the~~ Company which ~~in the form of a convertible advancing term loan (the “Junior Loan”) in the principal amount of Four Million Dollars ($4~~include,~~000,000)~~ ~~(the~~but ~~“Loan~~are ~~Funds”).~~not ~~The Credit~~limited ~~Agreement provides for the Loan Funds~~ to, beproxy ~~advanced to the Company in increments following requests by the Company~~rules, asshort ~~may~~swing ~~be made from time to time~~profits, up toand ~~the~~reporting ~~total~~of ~~committed Loan Funds. The Junior Loan is made in~~changes ~~accordance~~in ~~with,~~ownership ~~and secured~~ by aofficers ~~note (the “Junior Note”)~~ and ~~security agreement~~directors ~~(the~~filed ~~“Junior~~on ~~Security Agreement~~Form ”)3’s ~~between the Company~~ and ~~Lenders, both of which are attached~~Form ~~as exhibits~~4’s.

~~A mandatory~~Item prepayment of the advanced Loan Funds may be required by Lenders after the Company has achieved a positive cash flow (as defined according to the terms of the Credit Agreement) for any three consecutive fiscal quarters9. ~~The total principal advanced, and accrued interest thereon, under the Credit Agreement is due and payable August 21, 2013~~01. ~~Interest~~ ~~accrues~~Financial onStatements ~~any advanced funds at the rate of twelve percent (12%) per annum or the maximum, nonusurious rate allowed by law, whichever is lesser. Accrued~~ and unpaid interest must be paid upon the payment or prepayment of any advanced Loan Funds; upon a request by Lenders made after the Company has achieved a positive cash flow for at least one fiscal quarter, in an amount reasonably determined by Lenders; and on the maturity dateExhibits.

Lenders may convert the convertible advancing term loan into shares of common stock of the Company at the fixed conversion price of Zero and 04/100 Dollars ($0.04) per share. A minimum amount of Two Hundred Thousand Dollars ($200,000) of outstanding Loan Funds shall be converted per request. Lenders’ conversion rights extend to both principal and accrued interest on advanced Loan Funds, subject to the Company’s right to prepay any accrued interest in lieu of conversion.

Exhibit No.	Description

Exhibit 3.1	Certificate of Amendment to Certificate of Incorporation

In* ~~connection~~Attached ~~with the financing transaction, the Company agreed to pay to Muragai, an arrangement fee in the amount of Fifty Thousand Dollars ($50,000) on the Closing Date~~hereto.

Item 3.02 Unregistered Sales of Equity Securities

Information related to the sale of debt securities provided in response to Item 1.01 and 2.03 hereinabove, are incorporated here by reference.

In connection with the Credit Agreement, the Company issued to Lenders warrants executable for shares of the Company’s common stock in the aggregate amount of fifteen million (15,000,000) shares (the “Lender Warrants”). The Lender Warrants bear an exercise price of Zero and 04/100 Dollars ($0.04) per share, and are exercisable for a period of ten (10) years from the Closing Date.

As a condition of the Credit Agreement, the Company also entered into settlements with several general creditors, including current and former employees, under which outstanding debts of the Company were settled in exchange for issuance of common stock. Such common stock was issued at the price of Zero and 75/100 Dollars ($0.75) per share.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 31, 2008, the following Company Directors tendered their resignation: D. Henry Houston; William H. Moody.

On August 21, 2008, Mr. Farid Nagji, Mr. Ric A. Gijon, and Mr. L. Byron Way were elected to the board of directors, filling existing vacancies. Subsequently, the following Company directors tendered their resignation: Randy Bayne; Richard C. Webb; and Steve Phelps.

On August 21, 2008, the Company appointed the following persons to the indicated positions:

Mr. Farid Nagji – Chairman;

Mr. Rick A. Gijon (Age 54) – Chairman of the Audit Committee;

C. Gregory Peters (Age 42) – Chief Executive Officer;

Mr. Mark Van Eman (Age 43) – Chief Operating Officer.

Mr. Randy Bayne (Age 44) – President of Sales and Marketing

Mr. Nagji is currently Senior Vice President, Chief Information Officer, and Risk Officer for a subsidiary of Bermuda-Based Insurance Group Argo Group International Holdings, Ltd.

Mr. Gijon received a Masters in Business Administration from the Harvard University Graduate School of Business in 1979. He served in the U.S. Army; his last assignment was that of budget officer for the Director of Personnel and Community Affairs of Fort Drum, New York. Mr. Gijon also worked as an auditor for the firm of KPMG from 1982 to 1986. At KPMG he received special training as a statistical audit specialist. After leaving KPMG he worked in various financial executive positions with several private and public companies. In the past five

years he worked for HCC Insurance Holdings, Inc., where he served as Corporate Controller and Special Projects Officer, and for SureTec Holding Corp., an affiliate of HCC Insurance Holdings, Inc., where he served as CFO. Mr. Gijon is currently Chief Financial Officer of Muragai, LLC.

Mr. Peters previously served as President of Muragai LLC, a private equity investment vehicle. Mr. Peters also previously served as a senior analyst at Raymond James working in the Equity Research department. During the last 15 years, Mr. Peters has been nationally recognized by the Wall Street Journal, Reuters and Star Mine as a top-ranked analyst. Mr. Peters serves as Chairperson of the New York Society of Security Analysts Annual Insurance Conference. Mr. Peters has a Bachelor of Arts degree from Drake University and received an MBA (with honors) from the Kellstadt Graduate School of Business.

Effective August of 2008, Mr. Van Eman rejoined the Company as its Chief Operating Officer, which includes responsibility for the entire operations of the Company, including the communications network, data management platforms, engineering, manufacturing and customer support. Prior to that, he held the same position for Consolidated Resorts Media, a wholly owned subsidiary of Consolidated Resorts, Inc., which is a time share company owned by Goldman Sachs. Prior to Consolidated, Mr. Van Eman had been with Remote Knowledge since August of 2002 and served as its Senior Vice President of Operations. Mr. Van Eman has over 20 years experience in the communications and call center industry with strong technical expertise in high tech communications products and services. Mr. Van Eman holds a B.B.A. from the University of Texas in Austin.

Mr. Bayne has been employed by the Company since 1981 and founded Remote Knowledge’s current business in 1998 within its former consumer electronics and appliance business and has served as a Director and Chief Executive Officer from December 1999 to August 21, 2008 and as our President from June 2002 to August 21, 2008. He currently serves as President of Sales and Marketing.

The Company further authorized annual salaries to the following Company officers, in the indicated amounts:

C. Gregory Peters– $150,000

Randy Bayne – $175,000

Mark Van Eman– $225,000

In connection with the change of certain executives’ positions within the Company, the Company agreed to grant restricted shares of the Company’s common stock under the Company’s Omnibus Stock Incentive Compensation Plan 2006 to the persons, and in the amounts, as follows:

C. Gregory Peters - One Million (1,000,000) shares of common stock with a value of Zero and 04/100 Dollars ($0.04) per share.

Randy Bayne - One Million (1,000,000) shares of common stock with a value of Zero and 04/100 Dollars ($0.04) per share.

Mark Van Eman - Five Hundred Thousand (500,000) shares of common stock with a value of Zero and 04/100 Dollars ($0.04) per share.

The aforementioned grants vest contingent and upon the Company reaching certain product development and sales benchmarks, and subject to certain terms and conditions to be deemed appropriate by the chairman of the board.

The Company agreed to grant warrants to purchase restricted shares of the Company’s common stock to its Directors as follows:

Farid Nagji - Five Hundred Thousand (500,000) shares of common stock at the purchase price of Zero and 04/100 Dollars ($0.04) per share.

Ric Gijon - Three Hundred Fifty Thousand (350,000) shares of common stock at the purchase price of Zero and 04/100 Dollars ($0.04) per share.

L. Byron Way - Three Hundred Fifty Thousand (350,000) shares of common stock at the purchase price of Zero and 04/100 Dollars ($0.04) per share.

Dan Granader - Three Hundred Fifty Thousand (350,000) shares of common stock at the purchase price of Zero and 04/100 Dollars ($0.04) per share.

Item 5.03 Amendments to Bylaws

On August 21, 2008, the Company’s Board of Directors voted to amend the Company’s Bylaws to change the number of Directors of the Company from nine (9) to five (5).

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements.

None.

(b) Exhibits

10.1 - Form of Senior Convertible Note

10.2 - Form of Security Agreement (Senior)

10.3 - Form of Credit Agreement,

10.4 - Form of Junior Convertible Note

10.5 - Form of Security Agreement (Junior)

10.6 - Form of Warrant to Purchase Common Stock of Remote Knowledge, Inc.

SIGNATURES

Pursuant to the ~~requirements~~requirement of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

	REMOTE KNOWLEDGE, INC.
Date: August 27, 2008	By:	/s/ C. Gregory Peters
		C. Gregory Peters, Chief Executive Officer

	REMOTE KNOWLEDGE, INC.

	/s/ C. Gregory Peters
	C. Gregory Peters
	Chief Executive Officer

	December 23, 2008

6-2-

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