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): August 2, 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
SECTION 2. FINANCIAL INFORMATION............................................1
SECTION 3. SECURITIES AND TRADING MARKETS...................................1
SECTION 4. MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL STATEMENTS........1
Item 4.01 Changes in Registrant's Certifying Accountant.........1
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT..............................1
SECTION 6. ASSET BACKED SECURITIES..........................................1
SECTION 7. REGULATION FD....................................................2
SECTION 8. OTHER EVENTS.....................................................2
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
Item 4.01 Changes in Registrant's Certifying Accountant.
On or about August 2, 2006, the Company engaged HJ Associates &
Consultants, LLP, Certified Public Accountants ("New Accountant") to audit and
review the Company's financial statements for the fiscal year ending June 30,
2006. The New Accountant has been engaged for general audit and review services
and not because of any particular transaction or accounting principle, or
because of any disagreement with the Company's former accountant, Rose, Snyder &
Jacobs, a corporation of certified public accountants (the "Former Accountant").
The Former Accountant was dismissed effective August 2, 2006. The
Former Accountant's reports on the Company's financial statements during its
past two fiscal years did not contain an adverse opinion or disclaimer of
opinion, nor was it modified as to uncertainty, audit scope or accounting
principles, except for a going concern qualification contained in its audit
reports for the fiscal years ended June 30, 2004 and 2005. The decision to
change accountants was recommended and approved by the Company's Board of
Directors. During the fiscal years ended June 30, 2004 and June 30, 2005 through
the date hereof, the Company did not have any disagreements with the Former
Accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
the Former Accountant's satisfaction, would have caused it to make reference to
the subject matter of the disagreement in connection with its reports.
The New Accountant was engaged effective August 2, 2006. The New
Accountant was engaged for general audit and review services and not because of
any particular transaction or accounting principle, or because of any
disagreement with the Former Accountant. A letter from the Former Accountant
addressed to The Securities and Exchange Commission was requested by the Company
and is attached to this Report as Exhibit 9(c)(16).
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
Not Applicable.
SECTION 6. ASSET BACKED SECURITIES
Not Applicable.
1
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
16. Letter from Rose, Snyder & Jacobs, a corporation of
certified public accountants, dated August 2, 2006.
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: August 2, 2006
\s\ Jonathan Lei
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Jonathan Lei, President