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

                                   FORM 10-QSB

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

                        FOR QUARTER ENDED MARCH 31, 2004

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

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


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


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

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

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

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

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

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

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

         As of May 10, 2004 the number of shares outstanding of the registrant's
only class of common stock was 171,823,765.

         Transitional Small Business Disclosure Format (check one):

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

<PAGE>

                                TABLE OF CONTENTS
                                                                           Page
                                                                           ----
PART I - FINANCIAL INFORMATION

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

         Balance Sheets as of March 31, 2004 (unaudited) and June 30, 2003....4

         Statements of Operations for the Three and Nine Months
         ended March 31, 2004 and 2003 (unaudited)............................5

         Statements of Cash Flows for the Nine Months ended
         March 31, 2004 and 2003 (unaudited)..................................6

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

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

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

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings ...................................................12

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.....................................14

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


                                      -2-
<PAGE>


PART I.    FINANCIAL INFORMATION

Item 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                      ACCOUNTANTS' REVIEW REPORT


Board of Directors
Roaming Messenger, Inc. and Subsidiary


       We have reviewed the accompanying  consolidated balance sheets of Roaming
Messenger,  Inc. and  Subsidiary  as of March 31, 2004 and June 30, 2003 and the
consolidated statements of operations for the three months and nine months ended
March 31, 2004 and 2003, and the  consolidated  statements of cash flows for the
nine months  ended March 31, 2004 and 2003.  All  information  included in these
financial  statements  is  the  representation  of  the  management  of  Roaming
Messenger, Inc.

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

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


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

May 3, 2004

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

                                     ASSETS
<S>                                                                                  <C>                 <C>
                                                                                     (Unaudited)
                                                                                      March 31,            June 30,
                                                                                        2004                 2003
                                                                                     -----------         -----------
CURRENT ASSETS
Cash                                                                                 $ 1,663,014         $   57,408
Accounts receivable, net of allowance for doubtful account of $0                         102,159             76,898
Prepaid expenses                                                                          72,925             32,860
                                                                                     -----------         -----------
TOTAL CURRENT ASSETS                                                                   1,838,098            167,166
                                                                                     -----------         -----------

PROPERTY & EQUIPMENT
Furniture, Fixtures & Equipment                                                           83,084             75,658
Computer Equipment                                                                       191,229            152,023
Commerce Server                                                                           50,000             50,000
Computer Software                                                                          3,535              3,535
Tenant Improvements                                                                       42,194             42,194
                                                                                     -----------         -----------
                                                                                         370,042            323,410
 Less: Accumulated depreciation & amortization                                          (243,106)          (200,770)
                                                                                     -----------         -----------
NET PROPERTY & EQUIPMENT                                                                 126,936            122,640
                                                                                     -----------         -----------
OTHER ASSETS
Lease deposit                                                                              7,029              7,029
Other assets                                                                               1,876              2,261
                                                                                     -----------         -----------
 TOTAL OTHER ASSETS                                                                        8,905              9,290
                                                                                     -----------         -----------
    TOTAL ASSETS                                                                    $  1,973,939         $  299,096
                                                                                     ===========         ===========

                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable                                                                        $ 38,379           $ 45,399
Accrued liabilities                                                                       15,346             42,042
Officer salaries payable                                                                 243,731            307,366
Staff salaries payable                                                                    42,710             23,447
Note payable                                                                              45,500             50,000
Current portion - obligations under capitalized leases                                    19,462             15,348
                                                                                     -----------         -----------
TOTAL CURRENT LIABILITIES                                                                405,128            483,602
                                                                                     -----------         -----------

LONG TERM LIABILITIES
Obligations under capitalized leases                                                      13,447             17,345
Deposit - shareholder                                                                          -                  -
                                                                                     -----------         -----------

 TOTAL LONG TERM LIABILITIES                                                              13,447             17,345
                                                                                     -----------         -----------

    TOTAL LIABILITIES                                                                    418,575            500,947
                                                                                     -----------         -----------
SHAREHOLDERS' EQUITY (DEFICIT)
Capital Stock                                                                            174,297            147,912
Additional Paid-in Capital                                                             3,735,193          1,306,502
Stock Issuance Costs                                                                    (103,029)                 -
Accumulated deficit                                                                   (2,251,097)        (1,656,265)
                                                                                     -----------         -----------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                                                   1,555,364           (201,851)
                                                                                     -----------         -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                                $  1,973,939          $ 299,096
                                                                                     ===========         ===========
</TABLE>

                             Prepared without audit.
                       See accountants' review report and
                         notes to financial statements.
                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

<S>                                       <C>                  <C>                  <C>                   <C>
                                                 Three                Nine                 Three                 Nine
                                              months ended        months ended          months ended         months ended
                                            March 31, 2004       March 31, 2004       March 31, 2003        March 31, 2003
                                          ----------------     ----------------     ----------------      ----------------

REVENUE                                   $        234,701     $        688,827     $        235,785      $        668,193

COST OF REVENUE                                    (25,088)             (85,039)             (25,122)              (82,309)
                                          ----------------     ----------------     ----------------      ----------------

  GROSS PROFIT                                     209,613              603,788              210,663               585,884

OPERATING EXPENSES
Selling, general and
  administrative expenses                          443,351              953,219              205,512               629,610
Depreciation and amortization                       15,153               41,946               12,483                36,326
Research and development                           109,492              194,892               36,250               108,754
                                          ----------------     ----------------     ----------------      ----------------

TOTAL OPERATING
  EXPENSES                                         567,996            1,190,057              254,245               774,690
                                          ----------------     ----------------     ----------------      ----------------

OTHER INCOME (EXPENSES)
Interest income                                      2,194                4,026                   28                   127
Interest expense                                    (3,433)             (12,589)              (5,477)              (16,517)
Other expense                                            -                    -                    -                (4,042)
                                          ----------------     ----------------     ----------------      ----------------

TOTAL OTHER INCOME
  (EXPENSES)                                        (1,239)              (8,563)              (5,449)              (20,432)
                                          ----------------     ----------------     ----------------      ----------------

NET LOSS                                  $       (359,622)    $       (594,832)    $        (49,031)     $       (209,238)
                                          ================     ================     ================      ================

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

WEIGHTED AVERAGE
  NUMBER OF SHARES                             167,747,115          157,989,963          129,984,088           129,582,100
                                          ================     ================     ================      ================
</TABLE>


                             Prepared without audit.
                       See accountants' review report and
                         notes to financial statements.
                                      -5-
<PAGE>
<TABLE>
<CAPTION>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE NINE MONTHS ENDED MARCH 31, 2004 AND 2003
<S>                                                                        <C>                    <C>
                                                                                Nine                   Nine
                                                                             months ended           months ended
                                                                            March 31, 2004         March 31, 2003
                                                                           ----------------       ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                   $       (594,832)      $      (209,238)
Adjustment to reconcile net loss to net cash
  used in operating activities:
Depreciation and amortization                                                        41,946                36,326
Decrease (increase) in account receivable                                           (25,261)                 (224)
Decrease (increase) in prepaid expenses                                             (40,065)               23,528
Decrease (increase) in accounts payable                                              33,755               (61,059)
Decrease (increase) in officer salaries payable                                     (63,635)               46,267
Decrease (increase) in other liabilities                                             (7,433)                7,818
                                                                           ----------------       ----------------

NET CASH USED IN OPERATING ACTIVITIES                                              (655,525)             (156,582)
                                                                           ----------------       ----------------


CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property & equipment                                                    (25,507)               (3,708)
                                                                           ----------------       ----------------

NET CASH USED IN INVESTING ACTIVITIES                                               (25,507)               (3,708)
                                                                           ----------------       ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock                                                          2,352,047               133,019
Deposit for shares of common stock                                                        -                17,650
Payment on note payable                                                              (4,500)                    -
Payments on capitalized lease obligations                                           (20,909)              (17,062)
Issuance of common stock for services                                                40,000                     -
                                                                           ----------------       ----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                         2,286,638               133,607
                                                                           ----------------       ----------------

NET INCREASE (DECREASE) IN CASH                                                   1,605,606               (26,683)


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

CASH AT END OF PERIOD                                                      $      1,663,014        $       60,411
                                                                           ================       ================

Supplementary disclosures:
 Interest paid                                                             $         12,589        $       16,517
                                                                           ================       ================

Capitalized leases contracted:                                             $         12,125        $       21,591
                                                                           ================       ================
</TABLE>

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

                                      -6-
<PAGE>
                    ROAMING MESSENGER, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004

1.   BASIS OF PRESENTATION

     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, 2004 are not  necessarily  indicative of the results
     that  may be  expected  for the year  ending  June 30,  2004.  For  further
     information  refer  to  the  financial  statements  and  footnotes  thereto
     included in the Company's Form 10-SB for the year ended June 30, 2003.

2.   CAPITAL STOCK

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

3.   STOCK OPTIONS AND WARRANTS

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

     SFAS No. 123, Accounting for Stock-Based  Compensation,  requires pro forma
     information  regarding net income (loss) using compensation that would have
     been incurred if the Company had  accounted for its employee  stock options
     under  the  fair  value  method  of that  statement.  Options  to  purchase
     2,465,994 and 0 shares of Roaming  Messenger,  Inc. were granted during the
     nine months ended March 31, 2004 and 2003, respectively.  The fair value of
     options granted, which have been estimated at $60,982 and $0, respectively,
     at the date of grant were determined using the Black-Scholes Option pricing
     model with the following assumptions:
                                                        2004            2003
                                                        ----            ----

        Risk free interest rate                    3.18% - 3.83%        N/A
        Stock volatility factor                         0.01            N/A
        Weighted average expected option life           4 years         N/A
        Expected dividend yield                         None            N/A

                             Prepared without audit.
                         See accountants' review report.

                                      - 7 -

<PAGE>
                    ROAMING MESSENGER, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


3.   STOCK OPTIONS AND WARRANTS (Continued)

     The pro forma net loss and loss per share had the Company accounted for the
     options using FAS 123 would have been as follows:

<TABLE>
<CAPTION>
<S>                                                    <C>               <C>               <C>               <C>
                                                       Three Months      Nine Months       Three Months      Nine Months
                                                          Ended             Ended             Ended             Ended
                                                          March             March             March             March
                                                        31, 2004          31, 2004          31, 2003          31, 2003
                                                       ------------      ------------      ------------      -----------
Net loss as reported                                   $ (359,622)       $ (594,832)        $ (49,031)       $ (209,238)
Add:  Stock-based employee compensation
expense included in reported net loss                           -                 -                 -                 -
Deduct:  Stock-based employee
compensation expense determined under fair
value based method for all awards                         (14,402)          (22,832)                -                 -
                                                       ------------      ------------      ------------      -----------
Pro forma net loss                                     $ (374,024)       $ (617,664)        $ (49,031)       $ (209,238)
                                                       ============      ============      ============      ===========
Basic and diluted pro forma loss per share             $    (0.00)       $    (0.00)        $   (0.00)       $    (0.00)
                                                       ============      ============      ============      ===========
</TABLE>

     A summary of the Company's  stock option  activity and related  information
follows:

<TABLE>
<CAPTION>

                                                      Three Months ended              Three Months ended
                                                        March 31, 2004                   March 31, 2003
                                                   -------------------------        ---------------------------
<S>                                                <C>            <C>               <C>              <C>
                                                                    Weighted                          Weighted
                                                                    average                           average
                                                                    exercise                          exercise
                                                     Options         price             Options         price
                                                   -----------    ----------        -----------      ----------
Outstanding - beginning of quarter                 9,734,994      $    0.08          7,932,812       $   0.08
Granted                                            1,050,000           0.32                  -              -
Exercised                                         (1,875,000)             -                  -              -
                                                   -----------    ---------         ----------       ----------
Outstanding - end of quarter                       8,909,994      $    0.11          7,932,812       $   0.08
                                                   ===========    =========         ==========       ==========
Fair value of options granted
  during the quarter                               $  47,393                        $        -
                                                   ===========                      ===========
</TABLE>

     The weighted average remaining  contractual life of options as of March 31,
2004 was as follows:

                                                 Weighted
                                                  average
                               Number of         remaining
        Exercise                options         contractual             Options
        Price                 outstanding       life (years)         exercisable
        -----------           -----------       ------------         -----------
        $      0.11             8,909,994               4.12           5,688,383

                            Prepared without audit.
                         See accountants' review report.

                                       -8-
<PAGE>


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

Cautionary Statements

         This Form 10-QSB may  contains  "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

                                      -9-
<PAGE>

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

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

CURRENT OVERVIEW

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

         The Roaming Messenger product line is a new line from which the Company
has not yet earned significant  revenue. The Company has established a number of
strategic  partners  in several  vertical  markets  for beta  testing  and pilot
programs.  Roaming  Messenger is gaining the most  traction in the Public Safety
and Emergency Response industry where advanced real-time wireless messaging is a
valuable  addition  to  existing  solutions.   Roaming  Messenger  is  primarily
distributed via a Value-Added-Reseller ("VAR") or private labeled model where it
is an  add-on  to  existing  solutions  such  as  personnel  scheduling,  threat
detection and response,  and computer  aided  dispatch.  The Company  intends to
focus on the  Public  Safety  vertical  market  over the  next few  quarters  by
establishing more channel partners and VARs.

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

         The  Company  conducts  most  of its  operations  in its  wholly  owned
subsidiary, Warp 9, Inc. ("W9"), and financial statements for the Company and W9
are consolidated for reporting  purposes.  In addition to the Roaming  Messenger
product, W9 currently offers two primary web-based e-commerce software products,
Internet  Commerce System and Email Marketing  System, to the catalog and retail

                                      -10-
<PAGE>

industry.  These products were introduced for sale to the Business market before
the  development  of the  Roaming  Messenger  product  and have been a source of
revenue  for W9  since  1999.  Customers  of  these  e-commerce  products  pay a
recurring monthly fee for their access and use. A majority of the total revenues
are recurring  monthly revenue from e-commerce  products.  Every new customer is
expected  to  increase  the  topline  for at  least  several  quarters.  From an
operational  perspective  the  e-commerce  product  line is already  profitable.
Revenue  from  the  past  quarters  has  been  relatively  stable.  The  Company
anticipates  steady growth from the  e-commerce  products  operation as a profit
center.

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

RESULTS OF OPERATIONS FOR THE  THREE-MONTH  PERIOD ENDED MARCH 31, 2004 COMPARED
TO THE SAME PERIOD IN 2003

         Total  revenue for the  three-month  period  ending  March 31, 2004 was
$234,701 as compared to $235,785  for the  three-month  period  ending March 31,
2003.

         Operating  expenses  increased from $254,245 for the three months ended
March 31, 2003 to $567,996 for the three months ended March 31, 2004.  The large
increase in operating  expenses  between the two periods is due to the fact that
prior to March 31,  2003,  the Company was not a public  company and had minimal
working capital.  Primary sources of increase in operating expenses include:  an
increase of $73,242 in Research  and  Development  expenses,  and an increase of
$237,839  in Selling  and  General and  Administrative  expenses  which  include
additional personnel and new expenses associated with being a public company.

         The $237,829  increase in Selling and General  Administrative  expenses
includes  $40,000 of stock  compensation  arising  from the  issuance of 500,000
shares of restricted common stock paid to consultants for services rendered. The
share price used for  expensing  stock  compensation  is equivalent to the share
price of a concurrent  private placement of restricted common stock. The Company
incurred $65,000 of cash expense for investor  relation services provided by two
investor relations firms that have been utilized by the Company.

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

         For the three months ended March 31, 2004,  the Company's  consolidated
net loss was ($359,622) as compared to a consolidated  net loss of ($49,031) for
the three months ended March 31, 2003.

                                      -11-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         The  Company had cash at March 31,  2004 of  $1,663,014  as compared to
cash of $57,408 as of June 30, 2003.  The Company had net working  capital (i.e.
the difference between current assets and current  liabilities) of $1,432,970 at
March 31, 2004 as compared to a working  capital  deficit of  ($316,436) at June
30, 2003. Cash flow utilized by operating activities was ($655,525) for the nine
months  ended  March  31,  2004 as  compared  to  cash  utilized  for  operating
activities of ($156,582)  during the nine months ended March 31, 2003. Cash flow
used in investing  activities  was ($25,507) for the nine months ended March 31,
2004 as compared to cash used in  investing  activities  of ($3,708)  during the
nine months  ended  March 31,  2003.  Cash flow from  financing  activities  was
$2,286,638 for the nine months ended March 31, 2004 as compared to cash provided
by financing activities of $133,607 during the nine months ended March 31, 2003.
For the nine months  ended March 31,  2004,  the  Company's  capital  needs have
primarily been met from the proceeds of a series of private placements of Common
Stock made by the Company. See "Part II - Item 2. Changes in Securities."

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

Item 3.    CONTROLS AND PROCEDURES

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

         There have been no  changes  in the  Company's  internal  control  over
financial reporting that occurred during the Company's 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

None.


                                      -12-
<PAGE>

Item 2. CHANGES IN SECURITIES

         In a series of private placements of the Company's common stock made by
the  Company to  accredited  investors  from April 8, 2003 to January  15,  2004
pursuant to Rule 506 of Regulation D of the  Securities  Act of 1933, as amended
(the "Act"),  the Company sold a total of 4,871,763 shares of common stock for a
price of $0.08 per share, 1,000,000 of which were sold during the quarter ending
March 31, 2004 raising  gross  proceeds of $80,000.  This offering was completed
and terminated on January 15, 2004.

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

         In a  private  placement  of the  Company's  common  stock  made by the
Company  to  accredited  investors  from  February  23,  2004 to March 10,  2004
pursuant to Rule 506 of  Regulation  D of the Act,  the Company  sold  1,500,000
shares  of  common  stock at a price of $0.35  per  share,  which  raised  gross
proceeds of $525,000.  This offering was  completed and  terminated on March 10,
2004.

         In a  private  placement  of the  Company's  common  stock  made by the
Company to accredited  investors from March 15, 2004 to May 15, 2004 pursuant to
Rule 506 of  Regulation  D of the Act,  the  Company  intends to sell  2,000,000
shares of common stock at a price of $0.50 per share.  Total gross proceeds from
this  offering  during the  quarter  ended  March 31,  2004 was $0.  Total gross
proceeds  from this  offering as of May 10, 2004 were  $210,000 from the sale of
420,000  shares.  This offering has not been terminated and can be terminated at
the discretion of the Company.

         In a  private  placement  of the  Company's  common  stock  made by the
Company from July 23, 2003 to April 20, 2004 pursuant to Regulation S of the Act
at a variable  price  equal to 28% of the  closing  bid price on the date of the
purchase  of the stock,  the Company  raised  gross  proceeds  of  approximately
$114,669,  during the quarter  ending March 31, 2004.  The total gross  proceeds
raised in this  offering  from July 23, 2003 to April 20, 2004,  was  $1,096,416
from the sale of 13,181,027  shares.  This offering was  terminated on April 20,
2004.

         In a  private  placement  of the  Company's  common  stock  made by the
Company from  November 5, 2003 to March 31, 2004 pursuant to Regulation S of the
Act at a variable price equal to 33% of the closing bid price on the date of the
purchase of the stock,  the Company  raised gross proceeds of $58,211 during the
quarter ending March 31, 2004. The gross proceeds  raised in this offering as of
May 10,  2004 were  $81,886  from the sale of  446,900  shares.  The  Company is
offering a total of 3,000,000 shares pursuant to this private  placement,  which
has not been  terminated  and can be terminated at the discretion of the Company
with five (5) days prior written notice to the purchaser.

                                      -13-
<PAGE>

         In the  quarter  ended  March  31,  2004,  an  officer  of the  Company
exercised  1,875,000 stock options at an exercise price of $0.08 per share.  The
Company received gross proceeds of $150,000 for the issuance of 1,875,000 shares
of restricted and unregistered common stock to the officer.

         In January 2004, the Company  entered into a consulting  agreement with
an investor relations firm where the Company issued 400,000 shares of restricted
and unregistered common stock for services rendered.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         EXHIBIT NO.                DESCRIPTION

         3.1      Articles of Incorporation (1)
         3.2      Bylaws (1)
         4.1      Specimen Certificate for Common Stock (1)
         4.2      Non-Qualified Employee Stock Option Plan (2)
         10.1     First Agreement and Plan of Reorganization  between Latinocare
                  Management  Corporation,  a  Nevada  corporation,  and Warp 9,
                  Inc., a Delaware corporation (3)
         10.2     Second Agreement and Plan of Reorganization between Latinocare
                  Management  Corporation,  a  Nevada  corporation,  and Warp 9,
                  Inc., a Delaware corporation (4)
         10.3     Exchange  Agreement and  Representations  for  Shareholders of
                  Warp 9, Inc.(3)
         31.1     Section 302 Certification
         32.1     Section 906 Certification
-----------------------
(1)      Incorporated by reference from the exhibits included with the Company's
         prior  Report on Form 10-KSB  filed with the  Securities  and  Exchange
         Commission, dated March 31, 2003.

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

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

                                      -14-
<PAGE>

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

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

         None.

                                   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 10, 2004                 ROAMING MESSENGER, INC.

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


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


By:  \s\ Jonathan Lei                                  Dated: May 10, 2004
      --------------------------------------
    Jonathan Lei, Chairman of the Board,
    Chief Executive Officer, President
    Chief Financial Officer, and Secretary

By:  \s\ Louie Ucciferri                               Dated: May 10, 2004
     ---------------------------------------
    Louie Ucciferri, Director


By:  \s\ Tom Djokovich                                 Dated: May 10, 2004
     ---------------------------------------
    Tom Djokovich, Director











                                      -15-