================================================================================ 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 5, 2006 ----------- SONA MOBILE HOLDINGS CORP. -------------------------- (Exact name of Registrant as specified in its charter) Delaware 0-12817 95-3087593 ---------------------------- ------------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 825 Third Avenue New York, New York 10022 --------------------------------------------------- -------------------- (Address Of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code (212) 918-0584 -------------- 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; (b) On May 5, 2006, John Bush resigned as the President and Chief Executive Officer of Sona Mobile Holdings Corp. ("Sona"). (c) (1) The Board of Directors immediately appointed Shawn Kreloff, currently Chairman of Sona, to replace Mr. Bush. (2) Mr. Kreloff, 43 years old, has been Chairman of Sona and a Director since September 2004. He also oversees the company's entertainment and gaming division. From September 2003 to September 2004, he served as a managing director of, and investor in, Jumpstart Capital Partners. From September 2002 to April 2003, Mr. Kreloff was executive vice president of sales, marketing and business development of Predictive Systems Corp., a network infrastructure and security consulting company. Mr. Kreloff was a founding investor of Insight First, a company that provides analytics software, which was sold to 24/7 Media (Nasdaq: TFSM) in 2003. From 1999 to 2002, he served as executive vice president of business development of Opus360 Corporation. Opus360 was acquired by Artemis International Solutions (OTC: AMSI) in 2002. From September 2004 to January 2006, Mr. Kreloff served on the board of directors of Secured Services, Inc. (OTCBB: SSVC.OB). Mr. Kreloff also served on the board of directors of Hudson Williams, a computer consulting firm, from 1999 through 2004, when it was acquired by Keynote Systems (Nasdaq NM: KEYN). Mr. Kreloff holds a BS degree in Operations Research from Syracuse University, 1984. ITEM 8.01: OTHER EVENTS. On May 9, 2006, Sona issued a press release a copy of the press release is attached as Exhibit 99.1. ITEM 9.01: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits: EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 Press release dated May 9, 2006 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Sona Mobile Holdings Corp. Dated: May 10, 2006 By: /s/ SHAWN KRELOFF --------------------------- Shawn Kreloff, Chief Executive Officer 3