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. -------------------------------- (Exact name of registrant as specified in its charter) Nevada -------------------------- (State or other jurisdiction of incorporation) 0-13215 30-0050402 - --------------------------- ------------------- (Commission File Number) (I.R.S. Employer Identification No.) 50 Castilian Dr. Suite A, Santa Barbara, California 93117 --------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (805) 683-7626 - -------------------------------------------------------------------------------- (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. 1 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. ------------------------- (Registrant) Date: February 21, 2006 \s\ Jonathan Lei -------------------------------------- Jonathan Lei, President 2