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

                                   FORM 10-QSB

[ X] Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange Act
of 1934 For Quarterly Period Ended March 31, 2006

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

                        FOR QUARTER ENDED MARCH 31, 2006

                         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 May 11,  2006 the number of shares  outstanding  of the  registrant's
only class of common stock was 186,809,444

     Transitional Small Business Disclosure Format (check one):

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

<PAGE>
                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements
<TABLE>
<CAPTION>
<S>                                                                                                                    <C>
                                                                                                                       Page
                                                                                                                       ----
         Balance Sheets as of March 31, 2006 (unaudited)......................................................          1

         Statements of Operations for the Three Months and Nine Months ended March 31, 2006
         and 2005 (unaudited).................................................................................          2

         Statements of Cash Flows for the Nine Months ended March 31, 2006 and 2005 (unaudited)...............          3

         Notes to Condensed Consolidated Financial Statements
         (unaudited)..........................................................................................          4

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

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
</TABLE>





















<PAGE>


PART I.    FINANCIAL INFORMATION

Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                                 BALANCE SHEET
                                 MARCH 31, 2006
                                  (Unaudited)
<TABLE>
<CAPTION>
                                       ASSETS
CURRENT ASSETS
<S>                                                                                   <C>
   Cash and Cash Equivalents                                                          $        317,780
   Accounts Receivable, net                                                                    170,295
   Prepaid and Other Current Assets                                                             32,967
                                                                                      -----------------
TOTAL CURRENT ASSETS                                                                           521,042
                                                                                      -----------------

PROPERTY & EQUIPMENT, at cost
   Furniture, Fixtures & Equipment                                                              88,341
   Computer Equipment                                                                          497,162
   Commerce Server                                                                              50,000
   Computer Software                                                                             7,960
                                                                                      -----------------
                                                                                               643,463
   Less accumulated depreciation                                                              (402,571)
                                                                                      -----------------
    NET PROPERTY AND EQUIPMENT                                                                 240,892
                                                                                      -----------------

OTHER ASSETS
   Lease Deposit                                                                                 9,749
   Restricted Cash                                                                              93,000
   Loan Costs                                                                                  136,736
   Deferred Cost                                                                                33,566
   Other Assets                                                                                  2,845
                                                                                      -----------------
        TOTAL OTHER ASSETS                                                                     275,896
                                                                                      -----------------

           TOTAL ASSETS                                                               $      1,037,830
                                                                                      =================

                   LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable                                                                   $        134,683
   Accrued expenses                                                                            541,442
   Bank Line of Credit                                                                          99,658
   Deferred Income                                                                              73,334
   Note Payable                                                                                 30,000
   Capitalized Leases, Current Portion                                                          45,910
                                                                                      -----------------
    TOTAL CURRENT LIABILITIES                                                                  925,027
                                                                                      -----------------

LONG TERM LIABILITIES
   Convertible Debentures                                                                      682,866
   Capitalized Leases                                                                           73,477
                                                                                      -----------------
TOTAL LONG TERM LIABILITIES                                                                    756,343
                                                                                      -----------------

SHAREHOLDERS' EQUITY (DEFICIT)
   Common stock, $0.001 par value;
   495,000,000 authorized shares;
   186,531,265 shares issued and outstanding                                                   186,531
   Additional paid in capital                                                                5,644,519
   Accumulated deficit                                                                      (6,474,590)
                                                                                      -----------------
   TOTAL SHAREHOLDERS'  DEFICIT                                                               (643,540)
                                                                                      -----------------

           TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                       $      1,037,830
                                                                                      =================
</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       1
<PAGE>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                       Three Months Ended            Nine Months Ended
                                                                   ---------------------------  ----------------------------

                                                                            March 31,                    March 31,
                                                                       2006          2005           2006           2005
                                                                   -------------  ------------  -------------  -------------
<S>                                                                <C>            <C>           <C>            <C>
REVENUE                                                            $    399,885   $   295,925   $  1,255,956   $    912,857

COST OF SERVICES                                                         85,286        92,593        351,672        331,181
                                                                   -------------  ------------  -------------  -------------

GROSS PROFIT (DEFICIT)                                                  314,599       203,332        904,284        581,676

OPERATING EXPENSES
  Selling, general and administrative expenses                          519,472       806,217      1,649,729      1,936,904
  Research and development                                              106,377        98,399        319,131        287,151
  Depreciation and amortization                                          24,847        22,889         72,212         63,361
                                                                   -------------  ------------  -------------  -------------

TOTAL OPERATING EXPENSES                                                650,696       927,505      2,041,072      2,287,416
                                                                   -------------  ------------  -------------  -------------

LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)                    (336,097)     (724,173)    (1,136,788)    (1,705,740)

OTHER INCOME/(EXPENSE)
   Other Income                                                          35,583          1257         53,327          7,867
   Interest Expense                                                     (96,270)       (7,473)      (217,897)       (18,580)
                                                                   -------------  ------------  -------------  -------------

                                                                        (60,687)       (6,216)      (164,570)       (10,713)
                                                                   -------------  ------------  -------------  -------------

LOSS FROM OPERATIONS BEFORE PROVISION FOR TAXES                        (396,784)     (730,389)    (1,301,358)    (1,716,453)

PROVISION FOR INCOME TAXES                                               (1,922)          (63)        (1,922)           (63)
                                                                   -------------  ------------  -------------  -------------

NET (LOSS)                                                             (398,706)     (730,452)    (1,303,280)    (1,716,516)
                                                                   =============  ============  =============  =============


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

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
      BASIC AND DILUTED                                             186,571,482   173,305,432    184,013,178    172,756,708
                                                                   =============  ============  =============  =============

</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       2

<PAGE>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                               Nine Months Ended
                                                                        --------------------------------

                                                                                   March 31,
                                                                             2006               2005
                                                                        ----------------   -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                     <C>                <C>
 Net loss                                                               $     (1,303,280)  $  (1,716,516)
 Adjustment to reconcile net loss to net cash
  used in operating activities
 Depreciation and amortization                                                    72,355          63,823
 Gain on settlement                                                              (24,000)              -
 Issuance of common shares and warrants for  services                            163,193         361,199
 Conversion feature recorded as interest expense                                 187,500               -
 Amortization of loan costs                                                       10,764               -
 (Increase) Decrease in:
  Accounts receivable                                                              8,434         (55,948)
  Prepaid and other assets                                                       (12,879)        (14,680)
 Increase (Decrease) in:
  Accounts payable                                                                13,037          66,962
  Accrued expenses                                                                     -          (2,435)
  Other liabilities                                                               72,299          34,515
                                                                        ----------------   -------------

   NET CASH USED IN OPERATING ACTIVITIES                                        (812,577)     (1,263,080)
                                                                        ----------------   -------------

Net CASH FLOWS USED IN INVESTING ACTIVITIES:
 Purchase of property and equipment                                              (42,074)        (49,548)
                                                                        ----------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Payment on note payable                                                               -          (9,500)
 Payments on capitalized leases                                                  (40,040)        (34,509)
 Proceeds from line of credit                                                     99,658
 Deposit for shares of common stock                                                    -          19,875
 Proceeds from Convertible Debenture                                             590,500               -
 Proceeds from issuance of common stock, net of cost                             284,784         478,338
                                                                        ----------------   -------------

   NET CASH PROVIDED BY FINANCING ACTIVITIES                                     934,902         454,204
                                                                        ----------------   -------------

     NET INCREASE IN CASH                                                         80,251        (858,424)


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

CASH, END OF PERIOD                                                     $        317,780   $     636,678
                                                                        ================   =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   Interest paid                                                        $         30,397   $      18,580
                                                                        ================   =============
   Taxes paid                                                           $          1,922   $          63
                                                                        ================   =============

SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS

   During the nine  months  ended March 31,  2006,  the Company
   received  300,000  shares of its  common  stock as a $24,000
   settlement  due to a law suit;  during the nine months ended
   March 31, 2006 and 2005, the Company  purchased  $19,796 and
   $107,467 of equipment under capital leases respectively.
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       3

<PAGE>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                 MARCH 31, 2006


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  nine-month
     period ended March 31, 2006 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.

     Going Concern
     -------------
     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
     nine months ended March 31, 2006 and 2005, 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:

<TABLE>
<CAPTION>
                                                                2006                    2005
                                                        --------------------    ---------------------
<S>                                                        <C>                     <C>
Risk free interest rate                                    4.01% - 4.72%           3.36% - 4.17%
Stock volatility factor                                     0.18 - 0.31             0.32 - 0.70
Weighted average expected option life                         4 years                 4 years
Expected dividend yield                                        None                     None
</TABLE>

                                       4
<PAGE>


                     ROAMING MESSENGER, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                 MARCH 31, 2006


2. STOCK OPTIONS AND WARRANTS (Continued)


     If the Company had elected to recognize compensation expense based upon the
     fair value at the grant date for awards under this plan consistent with the
     methodology  prescribed  by SFAS No.  123,  the  Company's  net  income and
     earnings  per share  would be  reduced to the pro forma  amounts  indicated
     below for the nine months ended March 31, 2006 and 2005:

<TABLE>
<CAPTION>

                                                                              2006              2005
                                                                         ----------------  ----------------
<S>                                                                      <C>               <C>
Net loss as reported                                                          (1,303,280)       (1,716,516)

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

Deduct:  Stock based employee compensation expense
 determined under fair value based method for all awards,
 net of related tax effect
                                                                                 (49,728)          (13,368)
                                                                         ----------------  ----------------

Pro forma net loss                                                       $    (1,353,008)  $    (1,729,884)
                                                                         ================  ================

Basic and diluted pro forma loss per share
      As reported                                                        $         (0.01)  $         (0.01)
                                                                         ================  ================
      Proforma                                                           $         (0.01)  $         (0.01)
                                                                         ================  ================

</TABLE>


     Effective July 10, 2003, the Company  adopted the Roaming  Messenger,  Inc.
     2003  Stock  Option  Plan  for  Directors,   Officers,  Employees  and  Key
     Consultants  (the  "Plan")  authorizing  the  issuance of up to  25,000,000
     shares of the Company's  common stock pursuant to the grant and exercise of
     up to 25,000,000  stock options.  The Plan has been approved by the holders
     of the  outstanding  shares of the Company.  The following table sets forth
     certain information regarding the Plan as of March 31, 2006:

<TABLE>
<CAPTION>
                                    Number of Securities To Be   Weighted-Average Exercise    Number of Securities
                                    Issued Upon Exercise of      Price of Outstanding Stock   Remaining Available For
                                    Outstanding Stock Options    Options                      Future Issuance Under
                                                                                              Equity Compensation Plans
<S>                                 <C>                          <C>                          <C>
     Equity compensation plans
     approved by security holders   5,209,994                    $0.11                        17,015,006
</TABLE>


     During the nine month period ended March 31, 2006 (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  March  31,  2006,  total   outstanding
     unexercised options are 5,209,994.


                                       5
<PAGE>



                     ROAMING MESSENGER, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                 MARCH 31, 2006

2.  STOCK OPTIONS AND WARRANTS (Continued)


     Warrants

     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.  Two-thirds of this  $100,700  expense  amount,  or $67,134,  was
     applied as a discount to the $750,000  convertible  debenture  entered into
     during the six months ended March 31, 2006, and is being amortized over the
     term of the debenture. The remaining one-third, $33,566, is deferred as the
     remainder  of the  total  $1,200,000  convertible  debenture  has not  been
     received from the investor.

     In March 2006, the Company granted  warrants to purchase  450,000 shares of
     common stocks at $0.10 per share for  consulting  services.  These warrants
     expire on March 31, 2008.  These warrants were valued at zero and therefore
     the Company did not record an expense for them.

     At March 31, 2006, total outstanding unexercised warrants are 11,273,000.


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 March 31, 2006 was 11.5%.
     As of March 31, 2006, $99,658 was borrowed under this line of credit


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.

                                       6
<PAGE>

                     ROAMING MESSENGER, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                 MARCH 31, 2006

4. CONVERTIBLE DEBENTURES (Continued)

     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. An interest expense of $87,500 was incurred, representing
     the value of the conversion feature in accordance to EITF 98-5.

     The last installment of $450,000 ($395,000 net of fees) was advanced on May
     9, 2006, after the  registration  statement on Form SB-2 filed on April 12,
     2006 was declared effective by the Securities and Exchange Commission.

     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

     In February 2006,  Jonathan Lei, our Chairman and Chief Executive  Officer,
     and Bryan Crane, our Vice President of Corporate Development, were indicted
     by a federal grand jury in Florida,  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 surreptitious investment fund formed by the Government.  Specifically,
     the indictment alleges that Messrs. Lei and Crane conspired with government
     agents posing as fund managers to arrange for an illegal payment to be made
     to the fund  managers as an inducement to that fund making an investment in
     the  Company.  We did  not  obtain  any  funding  from  the  entity  or the
     management company that were posing as prospective  investors.  The Company
     was not named in the indictment.  The Company may be obligated to indemnify
     Mr. Lei and Mr. Crane for their defense costs in theses cases in amounts to
     be determined.  This  indictment may have a material  adverse impact on the
     financial  position of the company and its results of  operations as result
     of (i) the possible  defense  costs to be  disbursed  by the Company,  (ii)
     possible  departure  of these two senior  members of  management  and (iii)
     possible damage to the Company's reputation.















                                       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
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.

                                       8
<PAGE>

         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 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.


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.

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<PAGE>

         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 MARCH 31, 2006 COMPARED
TO THE SAME PERIOD IN 2005

         Total  revenue for the  three-month  period  ending  March 31, 2006 was
$399,885,  representing an increased of 35% from the  three-month  period ending
March 31, 2005 of $295,925. 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 March 31, 2006
was 21% as compared to 31% for the three-month period ending March 31, 2005. 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 $650,696 for the three months ended March
31, 2006 as compared to $927,505 for the three months ended March 31, 2005. This
decrease is primarily due the reduction of business  development  and consultant
expenses.

         The $650,696  operating  expenses  includes total  non-cash  charges of
$37,250 for the issuance of unregistered  common stock for business  development
and marketing  services.  The value of unregistered common stock was the same as
closing price of the Company's public stock at the time of issuance.

         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 income and expense was ($60,687) for the three months ended
March 31,  2006,  as compared to ($6,216)  for the three  months ended March 31,
2005. The increase is the result a $87,500 charge for the conversion feature, in
accordance  with  EITF-98-5,  of  the  second  installment  of  the  convertible
debenture with Cornell Capital received on January 27, 2006.

         For the three months ended March 31, 2006,  the Company's  consolidated
net loss was ($398,706) as compared to a consolidated net loss of ($730,452) for
the three months ended March 31, 2005.

RESULTS OF OPERATIONS FOR THE NINE-MONTH PERIOD ENDED MARCH 31, 2006 COMPARED TO
THE SAME PERIOD IN 2005

         Total  revenue  for the  nine-month  period  ending  March 31, 2006 was
$1,255,956,  representing an increased of 38% from the nine-month  period ending
March 31, 2005 of $912,857. Almost all the increase is attributed to the revenue
growth from the Warp 9 Inc. operation.

         The cost of revenue for the nine-month period ending March 31, 2006 was
28% as compared to 36% for the  nine-month  period  ending March 31,  2005.  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.

                                       10
<PAGE>

         Total operating expenses was $2,041,072 for the nine months ended March
31, 2006 as compared to  $2,287,416  for the nine months  ended March 31,  2005.
This  decrease  is  primarily  due the  reduction  of business  development  and
consultant expenses.

         The $2,041,072  operating  expenses  includes total non-cash charges of
$163,193  which includes (i) $160,350  expense for the issuance of  unregistered
common stock for business development and advisory services, (ii) $2,843 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.  Operating
costs are expected to exceed revenue in the foreseeable future.

         Total other income and expense was ($164,570) for the nine months ended
March 31,  2006,  as compared to  ($10,713)  for the nine months ended March 31,
2005. The increase is the result a $187,500  charge for the conversion  feature,
in  accordance  with  EITF-98-5,  of the  convertible  debentures  with  Cornell
Capital.

         For the nine months ended March 31, 2006,  the  Company's  consolidated
net loss was ($1,303,280) as compared to a consolidated net loss of ($1,716,516)
for the nine months ended March 31, 2005.



LIQUIDITY AND CAPITAL RESOURCES

         The  Company had cash at March 31, 2006 of $317,780 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
($403,985)  at March 31, 2006 as compared  to a net working  capital  deficit of
($308,364)  at June 30, 2005.  Cash flow  utilized by operating  activities  was
($812,577) for the nine months ended March 31, 2006 as compared to cash utilized
for operating  activities of ($1,263,080) during the nine months ended March 31,
2005.  Cash flow used in investing  activities was ($42,074) for the nine months
ended  March 31,  2006 as  compared  to cash  used in  investing  activities  of
($49,548)  during the nine months  ended March 31, 2005.  Cash flow  provided by
financing  activities  was  $934,902 for the nine months ended March 31, 2006 as
compared  to cash  provided by  financing  activities  of $454,204  for the nine
months ended March 31, 2005.

         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 March 31, 2006 was 11.5%. As of
March 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.   The  second
installment  of  $350,000  has been  advanced  upon  filing of the  registration

                                       11
<PAGE>

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 has been advanced on
May 9, 2006,  after the  registration  statement  was declared  effective by the
Securities and Exchange  Commission.  The net amount of the last installment was
$395,000  after paying total fees of $55,000 which included legal and commitment
fees. 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.

         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,  upon three-business day notice, 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.
Under the terms of the  debenture,  the holder  has the right to convert  all or
part of the debenture within the three-day period following a redemption notice.

         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.

         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.

         We anticipate that the full amount of the  convertible  debentures will
be converted  into shares of our common stock,  in accordance  with the terms of
these debentures.  If we were required to repay the convertible  debentures,  we
would be required to use our limited working capital and raise additional funds.
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 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.

                                       12
<PAGE>

PART II.  - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

         In February  2006,  Jonathan  Lei,  our  Chairman  and Chief  Executive
Officer,  and Bryan Crane,  our Vice  President of Corporate  Development,  were
indicted by a federal  grand jury in Florida,  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
surreptitious  investment  fund  formed  by the  Government.  Specifically,  the
indictment  alleges that Messrs.  Lei and Crane conspired with government agents
posing as fund managers to arrange for an illegal payment to be made to the fund
managers as an inducement  to that fund making an investment in the Company.  We
did not obtain any funding from the entity or the  management  company that were
posing as prospective  investors.  The Company was not named in the  indictment.
The  Company  may be  obligated  to  indemnify  Mr. Lei and Mr.  Crane for their
defense costs in theses cases in amounts to be determined.  This  indictment may
have a material adverse impact on the financial  position of the company and its
results  of  operations  as  result  of (i) the  possible  defense  costs  to be
disbursed by the Company, (ii) possible departure of these two senior members of
management and (iii) possible damage to the Company's reputation.


Item 2. CHANGES IN SECURITIES

         In January 2006, Roaming Messenger issued 75,000 shares of unregistered
common  stock at $0.07 per share for  consulting  services.  These  shares  were
issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.

         In February  2006,  Roaming  Messenger  issued 400,000 shares of common
stock at $0.08 per share for  consulting  services.  These  shares  were  issued
pursuant to Section 4(2) of the Securities Act of 1933, as amended.

         In March 2006,  Roaming  Messenger  cancelled  300,000 shares of common
stock, previously issued to a consultant, as a settlement in a dispute.


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, 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 February 23, 2006


                                       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: May 15, 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: May 15, 2006
    --------------------------------------
    Jonathan Lei, Chairman of the Board,
    Chief Executive Officer, President
    Chief Financial Officer, and Secretary






















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