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


                                  FORM 10-QSB/A
                                 Amendment No. 1


[ X] Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange Act
of 1934 For Quarterly Period Ended December 31, 2005

[ ]  Transition  Report  under  Section 13 or 15(d) of the  Exchange Act For the
Transition period from _______________ to ______________

                         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.)


            50 Castilian Dr. Suite A, 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 by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                      [   ]  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  21,  2006 the  number  of  shares  outstanding  of the
registrant's only class of common stock was 186,431,266.

         Transitional Small Business Disclosure Format (check one):

                                 Yes ________              No ____X____


<PAGE>
<TABLE>
<CAPTION>




                                Table of Contents

                                                                                                                     Page
PART I - FINANCIAL INFORMATION
<S>                                                                                                                    <C>
Item 1.  Condensed Consolidated Financial Statements                                                                    2

         Balance Sheets as of December 31, 2005 (unaudited) and June 30, 2005.................................          2

         Statements of Operations for the Three Months and Six Months ended December 31, 2005
         and 2004 (unaudited).................................................................................          3

         Statements of Cash Flows for the Six Months ended December 31, 2005 and 2004 (unaudited).............          4

         Notes to Condensed Consolidated Financial Statements
         (unaudited)..........................................................................................          5

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations................................................................................          8

Item 3.  Controls and Procedures..............................................................................          13

PART II - OTHER INFORMATION

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

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

Item 3.  Defaults upon Senior Securities......................................................................          14

Item 4.  Submission of Matters to a Vote of Security Holders..................................................          14

Item 5.  Other Information....................................................................................          14

Item 6.  Exhibits and Reports on Form 8-K.....................................................................          15

Signatures....................................................................................................          16

</TABLE>

                                        1


<PAGE>

PART I. FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements


                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>


                                     ASSETS
                                                                                     (Unaudited)
                                                                                     December 31,        June 30,
                                                                                        2005               2005
                                                                                   ----------------    -------------
CURRENT ASSETS
<S>                                                                                <C>                 <C>
 Cash                                                                              $       268,932     $    237,529
 Accounts receivable, net of allowance for doubtful account of $3,230 and $7,380           274,434          178,729
 Prepaids and other current assets                                                          22,018           19,347
                                                                                   ----------------    -------------

   TOTAL CURRENT ASSETS                                                                    565,384          435,605
                                                                                   ----------------    -------------

PROPERTY & EQUIPMENT
 Furniture, Fixtures & Equipment                                                            88,341           88,341
 Computer Equipment                                                                        481,550          435,292
 Commerce Server                                                                            50,000           50,000
 Computer Software                                                                           7,960            7,960
                                                                                   ----------------    -------------
                                                                                           627,851          581,593
 Less: Accumulated depreciation & amortization                                            (378,561)        (331,053)
                                                                                   ----------------    -------------

   NET PROPERTY & EQUIPMENT                                                                249,290          250,540
                                                                                   ----------------    -------------

OTHER ASSETS
 Lease deposit                                                                               9,749           10,237
 Restricted Cash                                                                            93,000           93,000
 Loan Costs                                                                                 92,500                -
 Deferred Costs                                                                             67,133
 Other assets                                                                                2,714            3,935
                                                                                   ----------------    -------------
   TOTAL OTHER ASSETS                                                                      265,096          107,172
                                                                                   ----------------    -------------

        TOTAL ASSETS                                                               $     1,079,770     $    793,317
                                                                                   ================    =============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
 Accounts payable                                                                  $       173,772     $    121,645
 Accrued liabilities                                                                       252,760          227,420
 Bank line of credit                                                                        99,658                -
 Deferred Income                                                                            48,333           26,667
 Accrued officer salary Officer salaries payable                                           237,981          237,981
 Accrued staff salary and related                                                           83,944           50,410
 Note payable                                                                               30,000           30,000
 Current portion - obligations under capitalized leases                                     47,366           49,846
                                                                                   ----------------    -------------

   TOTAL CURRENT LIABILITIES                                                               973,814          743,969
                                                                                   ----------------    -------------

LONG TERM LIABILITIES
 Convertible Debenture                                                                     366,433                -
 Obligations under capitalized leases                                                       84,928           89,785
                                                                                   ----------------    -------------

   TOTAL LONG TERM LIABILITIES                                                             451,361           89,785
                                                                                   ----------------    -------------

        TOTAL LIABILITIES                                                                1,425,175          833,754
                                                                                   ----------------    -------------

COMMITMENTS AND CONTINGENCIES, note 5

SHAREHOLDERS' DEFICIT
 Capital Stock                                                                             186,356          180,807
 Additional Paid-in Capital                                                              5,544,123        4,950,066
 Accumulated deficit                                                                    (6,075,884)      (5,171,310)
                                                                                   ----------------    -------------

   TOTAL SHAREHOLDERS' DEFICIT                                                            (345,405)         (40,437)
                                                                                   ----------------    -------------

        TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                                $     1,079,770     $    793,317
                                                                                   ================    =============

</TABLE>


                 Prepared without audit. See notes to condensed
                       consolidated financial statements.

                                        2



<PAGE>

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

<TABLE>
<CAPTION>

                                                             Three                 Six                Three             Six
                                                          months ended         months ended        months ended     months ended
                                                          December 31,         December 31,        December 31,     December 31,
                                                              2005                 2005               2004              2004
                                                        -----------------   ----------------    ---------------   ----------------

<S>                                                     <C>                 <C>                 <C>               <C>
REVENUE                                                 $       518,146     $        856,072    $       307,228   $       616,932

COST OF REVENUE                                                (159,332)            (266,386)          (141,030)         (238,588)
                                                        -----------------   ----------------    ---------------   ----------------

  GROSS PROFIT                                                  358,814              589,686            166,198           378,344

OPERATING EXPENSES
 Selling, general and administrative expense                    522,615            1,130,258            637,312         1,130,687
 Depreciation and amortization                                   23,972               47,365             21,777            40,472
 Research and development                                       106,972              212,754             66,638           188,752
                                                        -----------------   ----------------    ---------------   ----------------

   TOTAL OPERATING EXPENSES                                     652,964            1,390,377            725,727         1,359,911
                                                        -----------------   ----------------    ---------------   ----------------

        OPERATING LOSS                                         (294,150)            (800,691)          (559,529)         (981,567)
                                                        -----------------   ----------------    ---------------   ----------------

OTHER INCOME (EXPENSES)
 Interest income                                                    763                1,779              4,453             6,610
 Other Income                                                     9,579               15,965
 Interest expense                                              (111,359)            (121,627)            (7,110)          (11,107)
                                                        -----------------   ----------------    ---------------   ----------------

   TOTAL OTHER INCOME (EXPENSES)                               (101,017)            (103,883)            (2,657)           (4,497)
                                                        -----------------   ----------------    ---------------   ----------------

        NET LOSS                                        $      (395,167)    $      (904,574)    $      (562,186)  $      (986,064)
                                                        =================   ================    ===============   ================


BASIC AND DILUTED LOSS
  PER SHARE                                             $         (0.00)              (0.00)    $         (0.00)  $         (0.01)
                                                        =================   ================    ===============   ================


WEIGHTED AVERAGE NUMBER
 OF SHARES                                                  184,151,379         182,798,365         172,530,810       172,488,310
                                                        =================   ================    ===============   ================
</TABLE>

                Prepared without audit. See notes to consolidated
                              financial statements.
                                        3



<PAGE>

                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                                   Six                   Six
                                                                               months ended          months ended
                                                                               December 31,          December 31,
                                                                                   2005                  2004
                                                                              ----------------      ---------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                           <C>                   <C>
 Net loss                                                                     $       (904,574)     $    (986,064)
 Adjustment to reconcile net loss to net cash
 used in operating activities:
 Depreciation and amortization                                                          47,508             40,472
 Warrants and Stock issued for services                                                  2,843             81,062
 Common stock issued for services                                                      123,100             17,000
 Conversion feature recorded as interest expense                                       100,000                  -
 Decrease (increase) in account receivable                                             (95,705)           (16,220)
 Decrease (increase) in prepaid and other assets                                          (963)           (24,545)
 (Decrease) increase in accounts payable                                                52,127             33,229
 (Decrease) increase in officer salaries payable                                             -             (5,749)
 (Decrease) increase in other liabilities                                               92,540             14,491
                                                                              ----------------      ---------------

   NET CASH USED IN OPERATING ACTIVITIES                                              (583,124)          (846,324)
                                                                              ----------------      ---------------


CASH FLOWS FROM INVESTING ACTIVITIES:
 Employee advances                                                                           -               (469)
 Purchase of property & equipment                                                      (26,462)           (48,596)
                                                                              ----------------      ---------------

   NET CASH USED IN INVESTING ACTIVITIES                                               (26,462)           (49,065)
                                                                              ----------------      ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Issuance of common stock, net of costs                                                272,963              6,352
 Proceeds from bank line of credit                                                      99,658                  -
 Proceeds from Convertible Debenture                                                   295,500                  -
 Deposit for shares of common stock                                                          -             19,875
 Payments on notes payable                                                                   -             (8,500)
 Payments on capitalized lease obligations                                             (27,133)           (22,180)
                                                                              ----------------      ---------------

   NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                 640,988             (4,453)
                                                                              ----------------      ---------------

     NET INCREASE (DECREASE) IN CASH                                                    31,402           (899,842)
                                                                              ----------------      ---------------


CASH AT BEGINNING OF PERIOD                                                            237,529          1,495,102
                                                                              ----------------      ---------------

CASH AT END OF PERIOD                                                         $        268,932      $     595,260
                                                                              ================      ===============

Supplementary disclosures:
 Interest paid                                                                $         21,627      $      11,107
                                                                              ================      ===============

Capitalized leases contracted                                                 $         19,796      $     107,469
                                                                              ================      ===============

</TABLE>

                 Prepared without audit. See notes to condensed
                       consolidated financial statements.

                                        4




<PAGE>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

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  three-month
     period  ended  December  31,  2005 are not  necessarily  indicative  of the
     results that may be expected for the year ending June 30, 2006. 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, 2005.

     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 and negative cash flows from operations
     and the  possible  impact of the  contingencies  described  in note 5 raise
     substantial  doubt  about the  Company's  ability  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, additional cash infusion.

2. 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
     1,200,000 and 0 shares of Roaming  Messenger,  Inc. were granted during the
     six months ended December 31, 2005 and 2004,  respectively.  The fair value
     of  options  granted,   which  have  been  estimated  at  $36,390  and  $0,
     respectively,  at the date of grant were determined using the Black-Scholes
     Option pricing model with the following assumptions:
                                                      2005              2004
                                                ----------------     -----------
Risk free interest rate                          4.01% - 4.39%          3.60%
Stock volatility factor                           0.18 - 0.24           0.40
Weighted average expected option life               4 years            4 years
Expected dividend yield                               None              None

                             Prepared without audit.
                                        5


<PAGE>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

2. 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>
                                                        Three Months       Six Months        Three Months        Six Months
                                                            Ended             Ended             Ended              Ended
                                                          December          December           December           December
                                                          31, 2005          31, 2005          31, 2004            31, 2004
                                                        --------------    --------------    ---------------    --------------
<S>                                                     <C>                    <C>          <C>                      <C>
Net loss as reported                                    $   (395,167)          (904,574)    $    (562,186)           (986,064)

Basic and diluted net loss per share as reported               (0.00)             (0.00)            (0.00)              (0.01)

Add:  Stock based employee compensation
expense included in net reported loss, net of related taxes        -                                    -

Deduct:  Stock based employee
compensation expense determined under fair value based
method for all awards, net of related taxes                   (9,383)           (40,346)          (42,475)            (61,445)
                                                        --------------    --------------    ---------------    --------------

Pro forma net loss                                      $   (404,550)     $    (944,920)    $    (604,661)     $   (1,047,509)
                                                        ==============    ==============    ===============    ==============
Basic and diluted pro forma loss per share              $      (0.00)     $       (0.01)    $       (0.00)     $        (0.01)
                                                        ==============    ==============    ===============    ==============
</TABLE>


     During the six month  period ended  December 31, 2005 (i) 900,000,  200,000
     and 100,000  options were granted at an exercise price of $0.13,  $0.10 and
     $0.07 per share respectively,  (ii) 225,000 previously granted options were
     cancelled  and/or  forfeited.  At  December  31,  2005,  total  outstanding
     unexercised options are 5,209,994.

     Warrants
     --------

     In December 2005, the Company granted  warrants to purchase  321,000 shares
     of common stocks at $0.10 per share for consulting services. These warrants
     expire on December 31, 2007, and were valued at $995. In December 2005, the
     Company granted five-year  warrants to purchases  1,500,000,  4,000,000 and
     4,000,000 shares of common stocks at $0.08, $0.10 and $0.12.respectively to
     an  accredited  investor  as an  incentive  to  enter  into  a  convertible
     debenture agreement.  These warrants were valued at $100,700.  One-third of
     this $100,700 expense amount, or $33,567,  was applied as a discount to the
     $400,000  convertible  debenture  entered into on December  28,  2005.  The
     remaining  two-third,  $67,133,  is deferred as the  remainder of the total
     $1,200,000 convertible debenture has not been received from the investor.

     At  December  31,  2005,  total   outstanding   unexercised   warrants  are
     10,823,000.

3. LINE OF CREDIT

     On August 11, 2005, the Company was approved for a $100,000  revolving line
     of credit from Bank of America at an  interest  of prime plus 4  percentage
     points.  This line of credit is not secured by assets of the  Company.  The
     effective interest rate of the line of credit at December 31, 2005 was 11%.
     As of December 31, 2005, $99,658 was borrowed under this line of credit

                             Prepared without audit.
                                        6




<PAGE>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


4. CONVERTIBLE DEBENTURES

     On December 28, 2005, we consummated a securities  purchase  agreement with
     Cornell  Capital  Partners L.P.  providing for the sale by us to Cornell of
     our 10% secured convertible debentures in the aggregate principal amount of
     $1,200,000  of  which  the  first  installment  of  $400,000  was  advanced
     immediately.  The net  amount  of the  first  installment  received  by the
     Company was  $295,500  after paying  total fees of $92,500  which  included
     legal, structuring, due diligence,  commitment fees, and prior liability of
     $12,000.  An interest  expense of $100,000,  representing  the value of the
     conversion  feature in accordance to EITF 98-5, was incurred at the receipt
     of this first installment.

     Holders of the debentures may convert at any time amounts outstanding under
     the  debentures  into shares of our common stock at a conversion  price per
     share  equal to the  lesser of (i) $0.15 or (ii) 80% of the  lowest  volume
     weighted  average  price of our common  stock  during the five trading days
     immediately  preceding  the  conversion  date as quoted by  Bloomberg,  LP.
     Cornell has agreed not to short any of the shares of Common Stock.

     We have the right to redeem a portion or all amounts  outstanding under the
     debenture prior to the maturity date at a 20% redemption  premium  provided
     that the  closing  bid price of our  common  stock is less than  $0.15.  In
     addition, in the event of a redemption, we are required to issue to Cornell
     50,000 shares of common stock for each $100,000 redeemed.

     We also  issued  to  Cornell  five-year  warrants  to  purchase  1,500,000,
     4,000,000 and 4,000,000  shares of Common Stock at $0.08,  $0.10 and $0.12,
     respectively.

     The second  installment of $350,000  ($295,000 net of fees) was advanced on
     January 27, 2006.  The last  installment  of $450,000  will be advanced two
     business  days prior to the date the  registration  statement  is  declared
     effective.  The debentures  mature on the third  anniversary of the date of
     issuance and we are not  required to make any  payments  until the maturity
     date.


5. COMMITMENTS AND CONTINGENCIES

     Jonathan Lei and Bryan Crane have been  indicted by a federal grand jury in
     February 2006, alleging that they conspired to commit securities,  mail and
     wire fraud in connection  with an offer for private funding made to Roaming
     Messenger Inc. over a year ago, in February 2005, by a fake investment fund
     formed by the  Government.  The Company did not obtain any funding from the
     entity or the management company that were posing as prospective investors.
     Mr.  Crane and Mr. Lei pleaded  not guilty to all  charges on February  17,
     2006 and  intend  to defend  themselves  in  court.  There is no  assurance
     regarding  the outcome of these cases.  Mr. Lei will continue his duties as
     chairman  and chief  executive  officer of the company  and Mr.  Crane will
     continue as  part-time  vice  president  of  corporate  development.  While
     management  does not believe the cases will have a material  adverse impact
     on the  business  of the  Company  while  they  are  pending,  there  is no
     assurance that they will not ultimately have a material adverse impact. The
     Company was not named in the  indictment.  The Company will be obligated to
     indemnify  Mr. Lei and Mr. Crane for their defense costs in theses cases if
     they are exonerated, in amounts to be determined, subject to the outcome of
     discussions  with  the  Company's  insurer  regarding   possible  insurance
     coverage  under the Company's  Directors and Officers  liability  insurance
     policy.


                             Prepared without audit.
                                        7

<PAGE>


Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Cautionary Statements

     This Form 10-QSB may contain "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 contemplates or 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 obsolete,
government regulation may hinder the Company's business, additional

                                        8


<PAGE>

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

     We are a software  company  and have  developed a  proprietary  system that
enables  software  programs  and  other  business  applications  connect  to and
communicate with wired and wireless devices, such as cellular phones,  computers
and personal digital  assistants.  This system,  known as the Roaming  Messenger
Platform,  serves as a gateway  to the mobile  world for a variety  of  software
programs  and  other  business  applications  such as  those  used in  emergency
response, homeland security, logistics, healthcare and financial services.

     The  Roaming  Messenger  Platform  allows  applications  to send out  smart
messages,  or "messengers,"  to mobile devices.  Unlike regular e-mail messages,
these  software  messengers  are  encrypted,   and  have  the  ability  to  roam
automatically  among mobile  devices,  trying to get the  attention of the user,
confirm receipt,  present  interactive forms, and transmit  real-time  responses
back  to  the  sending   application.   They  also  have  the  ability  to  move
independently to alternative  recipients in if the originally intended recipient
does not respond in a timely fashion.

     For example,  a software messenger may try to locate a person on his or her
computer, and if there is no response, move to that person's cellular phone, and
subsequently  move  to that  person's  personal  digital  assistants.  If  still
unanswered,  the  messenger  will travel  automatically  to the next person with
authority to act on the message,  such as a superior of the originally  intended
recipient.

     The Roaming  Messenger  Platform is being  offered as a  standalone  server
product or a hosted service. We expect to sell and license the Roaming Messenger
product to system  integrators  and  application  developers  in markets such as
emergency response services,  the military and private businesses.  For example,
we might sell a Roaming Messenger Gateway server to a systems integrator that is
designing an emergency alert and  notification  system.  We plan to sell Roaming
Messenger  through  channel  partners and value-added  resellers  (VARs) who are
established in their respective vertical markets.

                                        9


<PAGE>

     While Roaming  Messenger is a horizontal  product with applications in many
markets,  our primary  sales and marketing  strategy  continues to be vertically
focused.  We will  however  continue  to  execute  various  low-cost  horizontal
marketing programs,  concurrently,  to identify new opportunities in non-primary
vertical markets - for example, healthcare and enterprise markets.

     Our growth strategy consists of three phases:

     o    During  Phase I we will focus our  marketing  efforts on the  Homeland
          Security and Public Safety markets

     o    During Phase II we will focus on the  enterprise  markets for business
          process management and communication applications.

     o    During Phase III we will focus on the consumer markets for application
          such as mobile commerce and mobile gaming.

     In executing our growth  strategy,  strategic  acquisition  of  synergistic
companies may be explored. When deciding on potential acquisition candidates, we
will  consider  whether the  candidate  offers (i) access to customers  and (ii)
complementary products or services.

     We  have  generated  only  minimal  revenues  from  the  Roaming  Messenger
Platform.  To date,  almost all of our revenues  have been  generated by Warp 9,
Inc., our  wholly-owned  subsidiary that offers  web-based  e-commerce  software
products and services to the catalog and direct marketing industry.

RESULTS OF  OPERATIONS  FOR THE  THREE-MONTH  PERIOD  ENDED  DECEMBER  31,  2005
COMPARED TO THE SAME PERIOD IN 2004

     Total  revenue for the  three-month  period  ending  December  31, 2005 was
$518,146,  representing an increased of 69% from the  three-month  period ending
December 31, 2004 of  $307,228.  Almost all the  increase is  attributed  to the
revenue growth from the Warp 9 Inc. operation.

     The cost of revenue for the three-month period ending December 31, 2005 was
31% as compared to 46% for the three-month  period ending December 31, 2004. The
decrease  in the cost of  revenue is a result of the  increased  sales of higher
margin Warp 9 e-commerce software products and services.

     Total  operating  expenses was $652,964 for the three months ended December
31, 2005 as compared to $725,727 for the three months ended December 31, 2004.

     The $652,964  operating expenses includes total non-cash charges of $50,995
which includes (i) $50,000 expense for the issuance of unregistered common stock
for  business  development  and  advisory  services,  (ii) $995  expense for the
issuance of warrants to business development contractors in lieu of cash payment
for their  services.  The value of the warrants was  determined  using the Black
Scholes model.  The value of  unregistered  common stock was the same as closing
price of the Company's public stock at the time of issuance.

                                       10


<PAGE>

     Operating costs are expected to exceed revenue in the foreseeable future as
the  Company  continues  to  increase  sales and  marketing  efforts  as well as
increasing staff.

     Total other  interest and income  expense was $101,017 for the three months
ended  December  31,  2005,  as  compared to $2,657 for the three  months  ended
December  31,  2004.  The  increase  is the  result a  $100,000  charge  for the
conversion feature of the convertible debenture with Cornell Capital on December
28, 2005, in accordance with EITF 98-5.

     For the three months ended  December 31, 2005,  the Company's  consolidated
net loss was ($395,167) as compared to a consolidated net loss of ($562,186) for
the three months ended December 31, 2004.


LIQUIDITY AND CAPITAL RESOURCES

     The Company  had cash at December  31, 2005 of $268,932 as compared to cash
of $237,529 as of June 30,  2005.  The Company had net working  capital  deficit
(i.e.  the  difference  between  current  assets  and  current  liabilities)  of
($408,430) at December 31, 2005 as compared to a net working  capital deficit of
($308,364)  at June 30, 2005.  Cash flow  utilized by operating  activities  was
($583,124)  for the six months  ended  December  31,  2005 as  compared  to cash
utilized for  operating  activities  of  ($846,324)  during the six months ended
December 31, 2004. Cash flow used in investing  activities was ($26,462) for the
six  months  ended  December  31,  2005 as  compared  to cash used in  investing
activities of ($49,065) during the six months ended December 31, 2004. Cash flow
provided by financing  activities was $640,988 for the six months ended December
31, 2005 as compared to cash used by  financing  activities  of ($4,453) for the
six months ended December 31, 2004.

     On August 11, 2005, the Company was approved for a $100,000  revolving line
of credit from Bank of America at an interest of prime plus 4 percentage points.
This line of credit is not  secured  by  assets of the  Company.  The  effective
interest rate of the line of credit at December 31, 2005 was 11%. As of December
31, 2005, $99,658 was borrowed under this line of credit

     On December 28, 2005, we consummated a securities  purchase  agreement with
Cornell Capital Partners L.P. providing for the sale by us to Cornell of our 10%
secured  convertible  debentures in the aggregate principal amount of $1,200,000
of which the first  installment  of $400,000 was advanced  immediately.  The net
amount of the first  installment  received  by the Company  was  $295,500  after
paying total fees of $92,500 which included legal,  structuring,  due diligence,
commitment fees and prior liability of $12,000.  At the date of this report, the
second installment of $350,000 has been advanced upon filing of the registration
statement on January 27, 2006. The net amount of the second installment received
by the Company was $295,000  after paying total fees of $55,000  which  included
legal and commitment fees. The last installment of $450,000 will be advanced two
business  days  prior  to  the  date  the  registration  statement  is  declared
effective.  The  debentures  mature  on the  third  anniversary  of the  date of
issuance and we are not required to make any payments until the maturity date.

                                       11


<PAGE>

     Holders of the debentures may convert at any time amounts outstanding under
the debentures  into shares of our common stock at a conversion  price per share
equal to the  lesser  of (i)  $0.15 or (ii) 80% of the  lowest  volume  weighted
average  price of our common  stock  during the five  trading  days  immediately
preceding the conversion date as quoted by Bloomberg, LP. Cornell has agreed not
to short any of the shares of Common Stock.

     We have the right to redeem a portion or all amounts  outstanding under the
debenture prior to the maturity date at a 20% redemption  premium  provided that
the closing bid price of our common stock is less than $0.15.  In  addition,  in
the event of a redemption,  we are required to issue to Cornell 50,000 shares of
common stock for each $100,000 redeemed.

     We also  issued  to  Cornell  five-year  warrants  to  purchase  1,500,000,
4,000,000  and  4,000,000  shares of Common  Stock at  $0.08,  $0.10 and  $0.12,
respectively.

     In  connection  with  the  purchase  agreement,  we  also  entered  into  a
registration rights agreement with Cornell providing for the registration of the
shares of common stock  issuable upon  conversion of the debentures and exercise
of the  warrants.  We are  obligated  to use  our  best  efforts  to  cause  the
registration statement to be declared effective no later than April 27, 2006 and
to insure that the  registration  statement  remains in effect  until all of the
shares of common stock  issuable upon  conversion of the debentures and exercise
of the  warrants  have been sold.  In the event of a default of our  obligations
under the  registration  rights  agreement,  including our agreement to file the
registration  statement no later than January 27, 2006,  or if the  registration
statement is not declared effective by April 27, 2006, we are required to pay to
Cornell, as liquidated damages,  for each month that the registration  statement
has not been  filed or  declared  effective,  as the case may be,  either a cash
amount or shares of our common stock equal to 2% of the liquidated  value of the
Debentures.

     Our obligations  under the purchase  agreement are secured by substantially
all of our assets. As further security for our obligations thereunder,  Jon Lei,
our Chief Executive Officer, has granted a security interest in 2,000,000 shares
of common stock that he owns.

     Also on December 28, 2005, we  terminated  the Periodic  Equity  Investment
Agreement dated March 28, 2005 with Wings Fund, Inc. That agreement provided for
the  sale  to  Wings  of up to  $3,000,000  worth  of our  common  stock  at our
discretion in twelve monthly  increments of up to $250,000  commencing after the
registration  statement  was declared  effective on August 2005.  On the date of
termination of that agreement,  we had sold  approximately  4,279,174  shares of
common stock for total proceeds of $272,147 during the six months ended December
31, 2005.

     We believe that the funds  received and to be received from Cornell will be
sufficient to fund and expand our business  over a 12 month period.  If for some
reason we are  required  to repay the entire  $1,200,000  under the  convertible
debentures,  we may have to  obtain  additional  operating  capital  from  other
sources to enable us to execute our business  plan. We  anticipate  that we will
obtain any additional  required working capital 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"),  or to  offshore  investors
pursuant to Regulation S of the Act.  There is no assurance  that we will obtain
the additional working capital that we need through the private placement of

                                       12


<PAGE>

Common  Stock.  In addition,  such  financing may not be available in sufficient
amounts or on terms acceptable to us.


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  third fiscal  quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.


PART II.  - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

     The Company is involved in certain legal actions and claims  arising in the
ordinary course of business. It is the opinion of management, based on advice of
legal  counsel,  that such  litigation  and claims  will be  resolved  without a
material effect on the Company's financial position.

     Jonathan Lei and Bryan Crane have been  indicted by a federal grand jury in
February 2006, alleging that they conspired to commit securities,  mail and wire
fraud in connection with an offer for private funding made to Roaming  Messenger
Inc. over a year ago, in February 2005, by a fake  investment fund formed by the
Government.  The  Company  did not  obtain  any  funding  from the entity or the
management company that were posing as prospective investors.  Mr. Crane and Mr.
Lei pleaded not guilty to all charges on February  17, 2006 and intend to defend
themselves in court. There is no assurance regarding the outcome of these cases.
Mr. Lei will continue his duties as chairman and chief executive  officer of the
company and Mr.  Crane will  continue as part-time  vice  president of corporate
development.  While  management  does not believe the cases will have a material
adverse  impact on the business of the Company while they are pending,  there is
no assurance that they will not ultimately have a material  adverse impact.  The
Company  was not named in the  indictment.  The  Company  will be  obligated  to
indemnify  Mr. Lei and Mr. Crane for their defense costs in theses cases if they
are  exonerated,  in  amounts  to be  determined,  subject  to  the  outcome  of
discussions with the Company's insurer  regarding  possible  insurance  coverage
under the Company's Directors and Officers liability insurance policy.



Item 2. CHANGES IN SECURITIES

     In October 2005,  Roaming  Messenger  issued and sold  1,580,611  shares of
common  stock at a price of $0.06 per  share for  aggregate  gross  proceeds  of
$98,000 to Wings Fund Inc. The shares were issued in a transaction  exempt under
Regulation D.

                                       13


<PAGE>

     In October 2005, Roaming Messenger issued 250,000 shares of common stock at
$0.10 per share for consulting  services.  These shares were issued  pursuant to
Section 4(2) of the Securities Act of 1933, as amended.

     In December 2005,  Roaming  Messenger issued 250,000 shares of common stock
at $0.10 per share for consulting services. These shares were issued pursuant to
Section 4(2) of the Securities Act of 1933, as amended.

     In December  2005,  Roaming  Messenger  issued and sold  300,000  shares of
unregistered  common  stock at a price of $0.05 per share  for  aggregate  gross
proceeds  of  $15,000.  The shares  were  issued to 2  accredited  investors  in
transactions  exempt under Rule 506 of  Regulation D  promulgated  under Section
4(2) of the Securities Act of 1933, as amended.

     In December 2005,  Roaming  Messenger  issued and sold 2,058,563  shares of
common  stock at a price of $0.07 per  share for  aggregate  gross  proceeds  of
$134,147 to Wings Fund Inc. The shares were issued in a transaction exempt under
Regulation D.

     On December 28, 2005,  Roaming  Messenger sold $400,000 in principal amount
convertible  debentures to one accredited  investor.  It also issued to the same
investor  five-year  warrants to purchase  1,500,000,  4,000,000  and  4,000,000
shares of Common Stock at $0.08, $0.10 and $0.12,  respectively.  The securities
were issued in a  transaction  exempt under Rule 506 of Regulation D promulgated
under Section 4(2) of the Securities Act of 1933, as amended.

     In December 2005,  Roaming  Messenger issued two-year  warrants to purchase
321,000 shares of Common Stock at $0.10, to a business development consultant.


Item 3. DEFAULTS UPON SENIOR SECURITIES

     None.

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

     None.

Item 5. OTHER INFORMATION

     None.

                                       14

<PAGE>

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         EXHIBIT      DESCRIPTION
           NO.
          ---  -----------------------------------------------------------------
          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, 2002.

(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.

          (1) Form 8-K Report filed on December 29, 2005

                                       15



<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: March 6, 2006                      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: March 6, 2006
      --------------------------------------

    Jonathan Lei, Chairman of the Board,
    Chief Executive Officer, President
    Chief Financial Officer, and Secretary































                                       16