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): February 21, 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)
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
SECTION 2. FINANCIAL INFORMATION................................................................................1
SECTION 3. SECURITIES AND TRADING MARKETS.......................................................................1
SECTION 4. MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL
STATEMENTS.......................................................................................1
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT..................................................................1
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers........................................................1
SECTION 6. ASSET BACKED SECURITIES..............................................................................1
SECTION 7. REGULATION FD........................................................................................1
SECTION 8. OTHER EVENTS.........................................................................................1
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS ...................................................................2
SIGNATURES........................................................................................................2
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
Not Applicable.
SECTION 2. FINANCIAL INFORMATION
Not Applicable.
SECTION 3. SECURITIES AND TRADING MARKETS
Not Applicable.
SECTION 4. MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Not Applicable.
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors Principal Officers; Election of Directors;
Appointment of Principal Officers.
On February 21, 2006, Tom M. Djokovich resigned from the Company's Board of
Directors and as the sole member of the Audit Committee for personal reasons. A
copy of his resignation letter is attached to this Report on Form 8-K as an
Exhibit. Mr. Djokovich's letter does not indicate, and the Company is not aware
of, any disagreements between the Company and Mr. Djokovich. A copy of this
Report on Form 8-K is simultaneously being provided to Mr. Djokovich for his
review and, if he submits additional correspondence to the Company after his
review of this Report, the Company will file an amendment to this Report within
two business days after receipt of such correspondence with a copy of the
correspondence attached as an Exhibit.
The Company has not yet selected a person or persons to fill the vacancy on
the Board of Directors and on the Audit Committee. The Company will seek to find
suitable candidates and to fill those vacancies expeditiously.
SECTION 6. ASSET BACKED SECURITIES
Not Applicable.
SECTION 7. REGULATION FD DISCLOSURE
Not Applicable.
SECTION 8. OTHER EVENTS
Not Applicable.
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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
99.1. Letter, dated February 21, 2006, from Tom M. Djokovich
addressed to Roaming Messenger, 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.
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(Registrant)
Date: February 21, 2006
\s\ Jonathan Lei
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Jonathan Lei, President
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