UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       FOR QUARTER ENDED DECEMBER 31, 2003

                         Commission file number 0-13215
                                   -----------

                             ROAMING MESSENGER, INC.
                          ---------------------------
             (Exact name of Registrant as Specified in its Charter)


        Nevada                                         30-0050402
 ------------------------                   ------------------------------------
 (State of Incorporation)                   (I.R.S. Employer Identification No.)


           6144 Calle Real Suite, 200, Santa Barbara, California 93117
               (Address of principal executive offices) (Zip Code)

                                 (805) 683-7626
               Registrant's telephone number, including area code

           Securities registered pursuant to Section 12(B) of the Act:


                                                      Name of Each Exchange On
 Title of Each Class                                     Which Registered
---------------------                                --------------------------
   COMMON STOCK                                                OTC

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 12, 13 or 15(d) of the  Securities  Exchange Act
of 1934 during the  proceeding 12 months and (2) has been subject to such filing
requirements for the past 90 days.

                              Yes      X                No
                                    -------               -------

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock as of the latest practicable date:

         As of  February  10,  2004 the  number  of  shares  outstanding  of the
registrant's only class of common stock was 165,214,696.

         Transitional Small Business Disclosure Format (check one):

                              Yes                       No    X
                                    -------               -------

<PAGE>

                                Table of Contents

                                                                           Page
PART I - FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements......................    3

         Balance Sheets as of December 31, 2003 (unaudited)
         and June 30, 2003................................................    4

         Statements of Operations for the Three Months ended
         December 31, 2003 and 2002 (unaudited)...........................    5

         Statements of Cash Flows for the Three Months ended
         December 31, 2003 and 2002 (unaudited)...........................    6

         Notes to Condensed Consolidated Financial Statements
         (unaudited).......................................................   7

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.............................................   9

Item 3   Controls and Procedures...........................................  12

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings ................................................  13

Item 2.  Changes in Securities.............................................  13

Item 3.  Defaults upon Senior Securities...................................  13

Item 4.  Submission of Matters to a Vote of Security Holders...............  13

Item 5.  Other Information.................................................  13

Item 6.  Exhibits and Reports on Form 8-K..................................  14

Signatures.................................................................  15


                                      -2-
<PAGE>
                         PART I. FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                           ACCOUNTANTS' REVIEW REPORT

Board of Directors
Roaming Messenger, Inc.



       We have reviewed the accompanying  consolidated balance sheets of Roaming
Messenger, Inc. and Subsidiary as of December 31, 2003 and June 30, 2003 and the
consolidated  statements of operations for the three months and six months ended
December 31, 2003 and 2002, and cash flows for the six months ended December 31,
2003 and 2002. All  information  included in these  financial  statements is the
representation of the management of Roaming Messenger, Inc.

       We conducted our reviews in accordance with standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting  matters.  It is  substantially  less  in  scope  than  an  audit  in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

       Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying  financial statements in order for them to be
in conformity with accounting principles generally accepted in the United States
of America.

       As discussed in note 1, certain conditions  indicate that the Company may
be unable to continue as a going concern. The accompanying  financial statements
do not  include  any  adjustments  to the  financial  statements  that  might be
necessary should the Company be unable to continue as a going concern.

/s/Rose, Snyder & Jacobs
-------------------------
Rose, Snyder & Jacobs
A Corporation of Certified Public Accountants

Encino, California
February 5, 2004

                                      -3-
<PAGE>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS

                                   ASSETS
<TABLE>
<CAPTION>
<S>                                                                               <C>                 <C>
                                                                                    (Unaudited)
                                                                                     December 31,        June 30,
                                                                                        2003                2003
                                                                                  ---------------     --------------
CURRENT ASSETS
Cash                                                                              $    952,404        $     57,408
Accounts receivable, net of allowance for doubtful account of $0                        68,436              76,898
Advance to shareholder                                                                                           -
Prepaids and other current assets                                                       41,410              32,860
                                                                                  ---------------     --------------

TOTAL CURRENT ASSETS                                                                 1,062,250             167,166
                                                                                  ---------------     --------------
PROPERTY & EQUIPMENT
Furniture, Fixtures & Equipment                                                         77,123              75,658
Computer Equipment                                                                     187,879             152,023
Commerce Server                                                                         50,000              50,000
Computer Software                                                                        3,535               3,535
Leasehold Improvements                                                                  42,194              42,194
                                                                                  ---------------     --------------
                                                                                       360,731             323,410
Less: Accumulated depreciation & amortization                                         (227,563)           (200,770)
                                                                                  ---------------     --------------

NET PROPERTY & EQUIPMENT                                                               133,168             122,640
                                                                                  ---------------     --------------
OTHER ASSETS
Lease deposit                                                                            7,029               7,029
Other assets                                                                             2,261               2,261
                                                                                  ---------------     --------------
TOTAL OTHER ASSETS                                                                       9,290               9,290
                                                                                  ---------------     --------------
TOTAL ASSETS                                                                      $  1,204,708        $    299,096
                                                                                  ===============     ==============

                         LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable                                                                  $     17,121            $ 45,399
Accrued liabilities                                                                     13,710              42,042
Officer salaries payable                                                               323,109             307,366
Staff salaries payable                                                                  31,096              23,447
Note payable                                                                            50,000              50,000
Current portion - obligations under capitalized leases                                  20,348              15,348
                                                                                  ---------------     --------------

TOTAL CURRENT LIABILITIES                                                              455,384             483,602
                                                                                  ---------------     --------------
LONG TERM LIABILITIES
Obligations under capitalized leases                                                    21,398              17,345
                                                                                  ---------------     --------------

TOTAL LONG TERM LIABILITIES                                                             21,398              17,345
                                                                                  ---------------     --------------

 TOTAL LIABILITIES                                                                     476,782             500,947
                                                                                  ---------------     --------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT
Capital Stock                                                                          165,018             147,912
Additional Paid-in Capital                                                           2,454,383           1,306,502
Accumulated deficit                                                                 (1,891,475)         (1,656,265)
                                                                                  ---------------     --------------

TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                                                   727,926            (201,851)
                                                                                  ---------------     --------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                              $  1,204,708        $    299,096
                                                                                  ===============     ==============

</TABLE>

                            Prepared without audit.
                       See accountants' review report and
                         notes to financial statements.

                                      -4-

<PAGE>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
<S>                                           <C>                   <C>                   <C>                   <C>
                                                     Three                  Six                  Three                  Six
                                                  months ended          months ended          months ended          months ended
                                                  December 31,          December 31,          December 31,          December 31,
                                                      2003                  2003                  2002                  2002
                                              --------------------- --------------------- ------------------    ------------------

REVENUE                                       $      193,176        $      454,126        $      225,287        $      432,408

COST OF REVENUE                                      (26,753)              (59,951)              (29,078)              (57,187)
                                              --------------------- --------------------- ------------------    ------------------

  GROSS PROFIT                                       166,423               394,175               196,209               375,221

OPERATING EXPENSES
Selling, general and administrative
  expenses                                           294,069               509,847               186,866               424,098
Depreciation and amortization                         13,931                26,814                12,103                23,843
Research and development                              48,943                85,400                36,250                72,504
                                              --------------------- --------------------- ------------------    ------------------

TOTAL OPERATING EXPENSES                             356,943               622,061               235,219               520,445
                                              --------------------- --------------------- ------------------    ------------------

OPERATING LOSS                                      (190,520)             (227,886)              (39,010)             (145,224)
                                              --------------------- --------------------- ------------------    ------------------

OTHER INCOME (EXPENSES)
Interest income                                        1,606                 1,832                     -                    99
Interest expense                                      (4,457)               (9,156)               (5,471)              (11,040)
Other income (expenses)                                    -                     -                (5,512)               (4,042)
                                              --------------------- --------------------- ------------------    ------------------

TOTAL OTHER INCOME
  (EXPENSES)                                          (2,851)               (7,324)              (10,983)              (14,983)
                                              --------------------- --------------------- ------------------    ------------------

NET LOSS                                      $     (193,371)       $     (235,210)       $      (49,993)       $     (160,207)
                                              ===================== ===================== ==================    ==================

BASIC AND DILUTED LOSS
  PER SHARE                                   $        (0.00)       $        (0.00)       $        (0.00)       $        (0.00)
                                              ===================== ===================== ==================    ==================

WEIGHTED AVERAGE NUMBER
OF SHARES                                        157,267,191           153,164,415           129,565,850           129,184,625
                                              ===================== ===================== ==================    ==================
</TABLE>
                           Prepared without audit.
                       See accountants' review report and
                         notes to financial statements.

                                      -5-

<PAGE>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE SIX MONTHS ENDED DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>
<S>                                                                             <C>                     <C>
                                                                                     Six                    Six
                                                                                 months ended           months ended
                                                                                 December 31,           December 31,
                                                                                      2003                  2002
                                                                                --------------          -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                        $    (235,210)          $   (160,207)
Adjustment to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization                                                          26,814                 23,842
Decrease (increase) in account receivable                                               8,462                 21,955
Decrease (increase) in prepaid and other assets                                        (8,550)                13,835
Decrease (increase) in accounts payable                                               (28,299)               (13,291)
Decrease (increase) in officer salaries payable                                        15,743                 31,767
Decrease (increase) in other liabilities                                              (20,683)                (4,967)
                                                                                --------------          -------------

NET CASH USED IN OPERATING ACTIVITIES                                                (241,723)               (87,066)
                                                                                --------------          -------------


CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property & equipment                                                      (16,196)                (1,081)
                                                                                --------------          -------------

NET CASH USED IN INVESTING ACTIVITIES                                                 (16,196)                (1,081)
                                                                                --------------          -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock                                          1,164,987                 52,549
Deposit for shares of common stock                                                          -                 17,650
Payments on capitalized lease obligations                                             (12,072)               (11,827)
                                                                                --------------          -------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                           1,152,915                 58,372
                                                                                --------------          -------------

NET INCREASE (DECREASE) IN CASH                                                       894,996                (29,775)
                                                                                --------------          -------------


CASH AT BEGINNING OF PERIOD                                                            57,408                 87,094
                                                                                --------------          -------------

CASH AT END OF PERIOD                                                           $     952,404           $     57,319
                                                                                ==============          =============

Supplementary disclosures:
 Interest paid                                                                  $       9,156           $     11,040
                                                                                ==============          =============

Capitalized lease contracted                                                    $      12,125           $     10,345
                                                                                ==============          =============

</TABLE>


                          Prepared without audit.
                       See accountants' review report and
                         notes to financial statements.

                                      -6-
<PAGE>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2003

1.   BASIS OF PRESENTATION AND GOING CONCERN

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for interim  financial  information and with the  instructions to Form 10-Q
     and Rule 10-01 of Regulation S-X.  Accordingly,  they do not include all of
     the information  and footnotes  required by generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  normal  recurring   adjustments   considered   necessary  for  a  fair
     presentation have been included. Operating results for the six-month period
     ended December 31, 2003 are not necessarily  indicative of the results that
     may be expected for the year ending June 30, 2004. For further  information
     refer to the financial  statements  and footnotes  thereto  included in the
     Company's Form 10K-SB for the year ended June 30, 2003.

     The accompanying financial statements have been prepared on a going concern
     basis  of  accounting,   which   contemplates   continuity  of  operations,
     realization of assets and  liabilities and commitments in the normal course
     of  business.  The  accompanying  financial  statements  do not reflect any
     adjustments  that might  result if the  Company is unable to  continue as a
     going concern.  The Company's  losses,  negative cash flows from operations
     and the working capital deficiency  indicate that the Company may be unable
     to continue as a going concern. The ability of the Company to continue as a
     going  concern  and  appropriateness  of using the going  concern  basis is
     dependent upon,  among other things,  improving cash flows from operations,
     and/or additional cash infusion.

2.   CAPTIAL STOCK

     The weighted  average  number of shares used for the basic and diluted loss
     per  share  for 2002 has been  restated  to  reflect  the  recapitalization
     transaction  that occurred in April 2003.  The weighted  average  number of
     shares used for the  calculation  of diluted  loss per share is the same as
     the one used for the basic loss per share.  The  inclusion of any potential
     shares to be  issued  would  have had an  anti-dilutive  effect  due to the
     Company generating a loss.

3.   STOCK OPTIONS AND WARRANTS

     Stock-Based Compensation

     The Company  accounts for employee  stock option grants in accordance  with
     Accounting  Principles Board Opinion No. 25, Accounting for Stock Issued to
     Employees  and  related  interpretations  (APB  25),  and has  adopted  the
     "disclosure   only"   alternative   described  in  Statement  of  Financial
     Accounting   Standards   (SFAS)  No.  123,   Accounting   for   Stock-Based
     Compensation,   amended  by  SFAS  No.  148  Accounting   for   Stock-Based
     Compensation-Transition and Disclosure.

     SFAS No. 123, Accounting for Stock-Based  Compensation,  requires pro forma
     information  regarding net income (loss) using compensation that would have
     been incurred if the Company had  accounted for its employee  stock options
     under the fair value method of that statement.  Options to purchase 865,994
     and 0 shares of Roaming Messenger,  Inc. were granted during the six months
     ended December 31, 2003 and 2002,  respectively.  The fair value of options
     granted,  which have been estimated at $8,275 and $0, respectively,  at the
     date of grant were determined using the Black-Scholes  Option pricing model
     with the following assumptions:
                                                2003            2002
                                                ----            ----
        Risk free interest rate               3.18%-3.27%       N/A
        Stock volatility factor                 0.01            N/A
        Weighted average expected option life  4 years          N/A
        Expected dividend yield                 None            N/A

                            Prepared without audit.
                         See accountants' review report.

                                       -7-
<PAGE>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2003


3.   STOCK OPTIONS AND WARRANTS (Continued)

     The pro forma net loss and loss per share had the Company accounted for the
options using FAS 123 would have been as follows:
<TABLE>
<CAPTION>
<S>                                                    <C>               <C>               <C>               <C>
                                                       Three Months      Six Months        Three Months      Six Months
                                                          Ended             Ended             Ended             Ended
                                                         December          December          December          December
                                                        31, 2003          31, 2003          31, 2002          31, 2002
                                                       ------------      ------------      ------------      -----------
Net loss as reported                                   $ (193,371)       $ (235,210)        $ (49,993)       $ (160,207)
Add:  Stock-based employee compensation
expense included in reported net loss                           -                 -                 -                 -
Deduct:  Stock-based employee
compensation expense determined under fair
value based method for all awards                             (55)           (8,430)                -                 -
                                                       ------------      ------------      ------------      -----------
Pro forma net loss                                     $ (193,426)       $ (243,640)        $ (49,993)       $ (160,207)
                                                       ============      ============      ============      ===========
Basic and diluted pro forma loss per share             $    (0.00)       $    (0.00)        $   (0.00)       $    (0.00)
                                                       ============      ============      ============      ===========
</TABLE>


     A summary of the Company's  stock option  activity and related  information
follows:
<TABLE>
<CAPTION>

                                                      Three Months ended              Three Months ended
                                                     December 31, 2003               December 31, 2002
                                                   -------------------------        ---------------------------
<S>                                                <C>            <C>               <C>              <C>
                                                                    Weighted                          Weighted
                                                                    average                           average
                                                                    exercise                          exercise
                                                     Options         price             Options         price
                                                   -----------    ----------        -----------      ----------
Outstanding - beginning of quarter                 9,309,994      $    0.08          7,932,812       $   0.08
Granted                                              550,000           0.08                  -              -
Exercised                                                  -              -                  -              -
Forfeited                                           (125,000)          0.08                  -              -
                                                   -----------    ---------         ----------       ----------
Outstanding - end of quarter                       9,734,994      $    0.08          7,932,812       $   0.08
                                                   ===========    =========         ==========       ==========
Weighted average fair value of
   options granted during the three
   months ended December 31                                       $   5,314                          $      -
                                                                  =========                          ==========
Weighted average fair value of
   options granted during the six
   months ended December 31                                       $  13,589                          $      -
                                                                  =========                          =========
</TABLE>


     The weighted average  remaining  contractual life of options as of December
31, 2003 was as follows:
                                                 Weighted
                                                  average
                               Number of         remaining
        Exercise                options         contractual             Options
        Price                 outstanding       life (years)         exercisable
        -----------           -----------       ------------         -----------
        $      0.08             9,734,994               4.65           6,690,463


                            Prepared without audit.
                         See accountants' review report.

                                       -8-

<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

CAUTIONARY STATEMENTS

         This Form 10-QSB contains financial projections, synergy estimates, and
other  "forward-looking  statements," as that term is used in federal securities
laws, about Roaming Messenger, Inc.'s financial condition, results of operations
and business. These statements include, among others:

o        statements  concerning the potential  benefits that Roaming  Messenger,
         Inc.  ("RMI"  or  the  "Company")  may  experience  from  its  business
         activities and certain transactions it has completed; and

o        statements of RMI's expectations, beliefs, future plans and strategies,
         anticipated  developments  and other  matters  that are not  historical
         facts.  These statements may be made expressly in this Form 10-QSB. You
         can  find  many of  these  statements  by  looking  for  words  such as
         "believes," "expects," "anticipates," "estimates," "opines," or similar
         expressions used in this Form 10-QSB. These forward-looking  statements
         are subject to numerous  assumptions,  risks and uncertainties that may
         cause RMI's actual  results to be materially  different from any future
         results  expressed  or  implied  by RMI in those  statements.  The most
         important  facts that could prevent RMI from achieving its stated goals
         include, but are not limited to, the following:

                  (a)      volatility or decline of the Company's stock price;

                  (b)      potential fluctuation in quarterly results;

                  (c)      failure of the Company to earn revenues or profits;

                  (d)      inadequate   capital  to   continue   or  expand  its
                           business,  inability to raise  additional  capital or
                           financing to implement its business plans;

                  (e)      failure to  commercialize  its  technology or to make
                           sales;

                  (f)      changes  in demand  for the  Company's  products  and
                           services;

                  (g)      rapid and significant changes in markets;

                  (h)      litigation  with or legal claims and  allegations  by
                           outside parties;

                  (i)      insufficient revenues to cover operating costs.

         There is no assurance that the Company will be profitable,  the Company
may not be able to  successfully  develop,  manage or market  its  products  and
services,  the Company may not be able to attract or retain qualified executives
and technology  personnel,  the Company may not be able to obtain  customers for
its  products or  services,  the  Company's  products  and  services  may become

                                      -9-
<PAGE>

obsolete,  government  regulation may hinder the Company's business,  additional
dilution in outstanding  stock  ownership may be incurred due to the issuance of
more shares, warrants and stock options, or the exercise of outstanding warrants
and stock options, and other risks inherent in the Company's businesses.

         Because the statements are subject to risks and  uncertainties,  actual
results  may  differ   materially   from  those  expressed  or  implied  by  the
forward-looking  statements. RMI cautions you not to place undue reliance on the
statements,  which speak only as of the date of this Form 10-QSB. The cautionary
statements  contained or referred to in this  section  should be  considered  in
connection with any subsequent written or oral  forward-looking  statements that
RMI or persons  acting on its behalf may issue.  The Company does not  undertake
any obligation to review or confirm  analysts'  expectations  or estimates or to
release  publicly any  revisions to any  forward-looking  statements  to reflect
events or  circumstances  after the date of this Form  10-QSB or to reflect  the
occurrence of unanticipated events.

CURRENT OVERVIEW

         Roaming  Messenger,  Inc.  (the  "Company")  is  a  Nevada  corporation
formerly  known  as  Latinocare  Management  Corporation  ("LMC").  The  Company
originally  incorporated in Colorado in July 1983.  Effective April 1, 2003, the
Company  completed a Plan and Agreement of  Reorganization  with Warp 9, Inc., a
Delaware corporation ("W9") and effective June 30, 2003, the Company completed a
second  Plan  and  Agreement  of   Reorganization   with  W9  (collectively  the
"Reorganization")  resulting  in W9 becoming a wholly  owned  subsidiary  of the
Company.  Subsequent  to the  Reorganization  the  Company  changed  its name to
Roaming  Messenger,  Inc to reflect a new product  developed  by W9 prior to the
Reorganization. Prior to the Reorganization with W9, the Company had no tangible
assets and insignificant  liabilities.  The operations of W9 became the business
of the Company after the Reorganization.

         The Company has developed a  proprietary  wireless  messaging  solution
called  "Roaming  Messenger" for delivering  real-time  information for homeland
security,  emergency  response,  military and  enterprise  applications.  Unlike
solutions based on existing messaging technology such as e-mail, text messaging,
and voicemail,  Roaming Messenger packages time-critical information into "smart
courier"  messages.  These messages  automatically roam throughout the wired and
wireless  worlds - from  mobile  devices  to desktop  PCs to  central  servers -
tracking down people and obtaining responses in real-time.

         The Roaming  Messenger  product  line is a new line and the Company has
established a number of strategic  partners in several vertical markets for beta
testing and pilot  programs.  Roaming  Messenger is gaining the most traction in
the Public Safety and  Emergency  Response  industry  where  advanced  real-time
wireless  messaging  is a  valuable  addition  to  existing  solutions.  Roaming
Messenger is primarily distributed via a Value-Added-Reseller ("VAR") or private
labeled  model where it is an add-on to  existing  solutions  such as  personnel
scheduling,  threat  detection and response,  and computer aided  dispatch.  The
Company  intends to focus on the Public Safety vertical market over the next few
quarters by establishing more channel partners and VARs.

                                      -10-
<PAGE>

            In facilitating  longer term strategic plans, the Company is engaged
in early  developments  in the enterprise  application  sector as well.  Current
opportunities  include Automated Process Control,  Mobile Field Service,  Remote
Monitoring, Mobile Commerce and Mobile Entertainment applications.  All of these
are large market  opportunities for the Roaming Messenger  technology within the
next 2 to 5 years.

         The  Company  conducts  most  of its  operations  in the  wholly  owned
subsidiary,  W9, and financial  statements for the Company are  consolidated for
reporting  purposes.  W9  currently  offers  two  primary  web-based  e-commerce
software  products,  Internet Commerce System and Email Marketing System, to the
catalog  and retail  industry.  Customers  of these  e-commerce  products  pay a
recurring monthly fee for their access and use. A majority of the total revenues
are recurring  monthly revenue from e-commerce  products.  Every new customer is
expected  to  increase  the  topline  for at  least  several  quarters.  From an
operational  perspective  the  e-commerce  product  line is already  profitable.
Revenues  from the  past  quarters  has  been  relatively  stable,  the  Company
anticipates  steady growth from the  e-commerce  products  operation as a profit
center.

         The Company will continue to fulfill its working  capital  requirements
through the private  placement  of common  stock.  A majority of the  investment
proceeds will be allocated for the sales, marketing and technical development of
the Roaming  Messenger  product  line.  The Company  believes  most of its rapid
growth  revenue  and  shareholder  value  will come from the  Roaming  Messenger
product line as the wireless industry continues to grow.

RESULTS OF  OPERATIONS  FOR THE  THREE-MONTH  PERIOD  ENDED  DECEMBER  31,  2003
COMPARED TO THE SAME PERIOD IN 2002

         Total revenue for the  three-month  period ending December 31, 2003 was
$193,176 as compared to $225,287 for the three-month  period ending December 31,
2002.  The  difference  is  primarily  the result of an  anomalous  increase  in
one-time,  non-recurring,  professional  services  projects in the quarter ended
December 31, 2002. A majority of W9 customers  operate in the retail  sector and
do not usually  purchase  mission  critical  products  and  services  during the
holiday season.  The quarter ending December 31 is generally the slowest quarter
of the Company's fiscal year.

         Operating  expenses  increased from $235,219 for the three months ended
December  31, 2002 to $356,943  for the three  months  ended  December 31, 2003.
Primary  sources of  increase  in  operating  expenses  include:  an increase of
$12,693 in Research  and  Development  expenses,  $12,000 of stock  compensation
given to employees,  and an increase of $113,691 in Sales and Marketing expenses
and General and  Administrative  expenses which include new expenses  associated
with being a public  reporting  company.  Operating costs are expected to exceed
revenue in the foreseeable future as the Company continues to increase sales and
marketing efforts as well as increased staffing.

                                      -11-
<PAGE>

         For  the  three  months  ended   December  31,  2003,   the   Company's
consolidated  net loss was ($193,371) as compared to a consolidated  net loss of
($39,010) for the three months ended December 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

         The Company  had cash at  December  31, 2003 of $952,404 as compared to
cash of $57,408 as of June 30, 2003. The Company had a net working capital (i.e.
the difference  between  current assets and current  liabilities) of $606,866 at
December 31, 2003 as compared to a working capital deficit of ($316,436) at June
30, 2003. Cash flow utilized by operating  activities was ($241,723) for the six
months  ended  December  31,  2003 as compared to cash  utilized  for  operating
activities of ($87,066) during the six months ended December 31, 2002. Cash flow
used in investing activities was ($16,196) for the six months ended December 31,
2003 as compared to cash used in investing activities of ($1,081) during the six
months  ended  December  31,  2002.  Cash flow  from  financing  activities  was
$1,152,915  for the six months  ended  December  31,  2003 as  compared  to cash
provided by financing activities of $58,372 during the six months ended December
31, 2002.  For the six months ended  December 31, 2003,  the  Company's  capital
needs  have  primarily  been met  from  the  proceeds  of a  series  of  private
placements  of common stock made by the Company.  See "Part II - Item 2. Changes
in Securities."

         The Company will need to obtain additional  operating capital to permit
continuing  execution of its business plan. The Company anticipates that it will
obtain the additional  working capital it requires through the private placement
of common stock to domestic accredited investors pursuant to Regulation D of the
Securities  Act of 1933,  as amended  (the  "Act"),  and to  offshore  investors
pursuant to Regulation S of the Act. There is no assurance that the Company will
obtain the additional working capital that it needs through private placement of
common stock. The Company has incurred operating deficits since inception, which
are expected to continue until its business model is fully developed.


ITEM 3.    CONTROLS AND PROCEDURES

         The Company's  Chairman,  Chief Executive Officer,  and Chief Financial
Officer has evaluated the effectiveness of the Company's disclosure controls and
procedures  (as defined in Rules  13a-15(e) and 15d-15(e)  under the  Securities
Exchange  Act of 1934,  as amended) as of the end of the period  covered by this
quarterly  report  and,  based  on  this  evaluation,  has  concluded  that  the
disclosure controls and procedures are effective.

         There have been no  changes  in the  Company's  internal  control  over
financial reporting that occurred during the Company's first fiscal quarter that
has  materially  affected,  or is reasonably  likely to materially  affect,  the
Company's internal control over financial reporting.

                                      -12-

<PAGE>

PART II.  - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         None.


ITEM 2. CHANGES IN SECURITIES

         In a series of private placements of the Company's common stock made by
the  Company  the  accredited  investors  from April 8, 2003 to January 15, 2004
pursuant to Rule 506 of Regulation D of the  Securities  Act of 1933, as amended
(the  "Act"),  the Company sold  4,721,763  shares of common stock at a price of
$.08 per share, which raised gross proceeds of $377,741.

         In a  private  placement  of the  Company's  common  stock  made by the
Company to  accredited  investors  from  February 1, 2004 to  February  10, 2004
pursuant to Rule 506 of  Regulation  D of the Act,  the Company  sold  1,622,500
shares  of  common  stock at a price of $0.16  per  share,  which  raised  gross
proceeds of $260,000.

         In a  private  placement  of the  Company's  common  stock  made by the
Company from July 23, 2003 to February 10, 2004  pursuant to Regulation S of the
Act, the Company  sold  12,290,074  shares of common  stock at a variable  price
equal to 28% of the closing bid price on the date of the  purchase of the stock,
which raised gross proceeds of approximately $1,014,054.

         In a  private  placement  of the  Company's  common  stock  made by the
Company from July 23, 2003 to February 10, 2004  pursuant to Regulation S of the
Act, the Company sold 260,200  shares of common stock at a variable  price equal
to 33% of the closing bid price on the date of the purchase of the stock,  which
raised gross proceeds of approximately $27,480.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


ITEM 5. OTHER INFORMATION

         None.


                                      -13-
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         EXHIBIT NO.                DESCRIPTION
         -----------                -----------
         3.1      Articles of Incorporation (1)
         3.2      Bylaws (1)
         4.1      Specimen Certificate for Common Stock (1)
         4.2      Non-Qualified Employee Stock Option Plan (2)
         10.1     First Agreement and Plan of Reorganization  between Latinocare
                  Management  Corporation,  a  Nevada  corporation,  and Warp 9,
                  Inc., a Delaware corporation (3)
         10.2     Second Agreement and Plan of Reorganization between Latinocare
                  Management  Corporation,  a  Nevada  corporation,  and Warp 9,
                  Inc., a Delaware corporation (4)
         10.3     Exchange  Agreement and  Representations  for  shareholders of
                  Warp 9, Inc.(3)
         31.1     Section 302 Certification
         32.1     Section 906 Certification


(1)      Incorporated by reference from the exhibits included with the Company's
         prior  Report on Form 10-KSB  filed with the  Securities  and  Exchange
         Commission, dated March 31, 2003.

(2)      Incorporated  by reference from the exhibits  included in the Company's
         Information   Statement   filed  with  the   Securities   and  Exchange
         Commission, dated August 1, 2003.

(3)      Incorporated by reference from the exhibits included with the Company's
         prior  Report on Form SC 14F1 filed with the  Securities  and  Exchange
         Commission, dated April 8, 2003.

(4)      Incorporated by reference from the exhibits included with the Company's
         prior  Report  on  Form 8K  filed  with  the  Securities  and  Exchange
         Commission, dated May 30, 2003.

(b) The following is a list of Current  Reports on Form 8-K filed by the Company
during and subsequent to the quarter for which this report is filed.

         None.

                                      -14-
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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.

Dated: February 13, 2004                 ROAMING MESSENGER, INC.

                                         By:  \s\ Jonathan Lei
                                         ---------------------------------------
                                         Jonathan Lei, Chairman of the Board,
                                         Chief Executive Officer, President
                                         Chief Financial Officer, and Secretary


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.


By:  \s\ Jonathan Lei                                  Dated: February 13, 2004
      --------------------------------------
    Jonathan Lei, Chairman of the Board,
    Chief Executive Officer, President
    Chief Financial Officer, and Secretary

By:  \s\ Louie Ucciferri                               Dated: February 13, 2004
     ---------------------------------------
    Louie Ucciferri, Director


By:  \s\ Tom Djokovich                                 Dated: February 13, 2004
     ---------------------------------------
    Tom Djokovich, Director















                                      -15-