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 September 30, 2005

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

         As of  November  17,  2005 the  number  of  shares  outstanding  of the
registrant's only class of common stock was 183,747,703.

         Transitional Small Business Disclosure Format (check one):

                                    Yes ________              No ____X____


<PAGE>
<TABLE>
<CAPTION>




                                TABLE OF CONTENTS
<S>                                                                                                                  <C>
                                                                                                                     PAGE
PART I - FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

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

         Statements of Operations for the Three Months ended September 30, 2005
         and 2004 (unaudited).................................................................................          3

         Statements of Cash Flows for the Three Months ended
         September 30, 2005 and 2004 (unaudited)..............................................................          4

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

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations................................................................................          7

Item 3.  Controls and Procedures..............................................................................         11

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings ...................................................................................         11

Item 2.  Changes in Securities................................................................................         11

Item 3.  Defaults upon Senior Securities......................................................................         11

Item 4.  Submission of Matters to a Vote of Security Holders..................................................         12

Item 5.  Other Information....................................................................................         12

Item 6.  Exhibits and Reports on Form 8-K.....................................................................         12

Signatures....................................................................................................         13

</TABLE>

                                       1
<PAGE>

PART I.    FINANCIAL INFORMATION

Item 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

                                       ASSETS
                                                                                         (Unaudited)
                                                                                         September 30,      June 30,
                                                                                            2005             2005
                                                                                       ---------------   --------------
CURRENT ASSETS
<S>                                                                                    <C>               <C>
 Cash                                                                                  $      85,911     $    237,529
 Accounts receivable, net of allowance for doubtful account of $7,380 and $7,380             159,480          178,729
 Prepaid expenses                                                                             23,427           19,347
                                                                                       ---------------   --------------

  TOTAL CURRENT ASSETS                                                                       268,818          435,605
                                                                                       ---------------   --------------

PROPERTY & EQUIPMENT
 Furniture, Fixtures & Equipment                                                              88,341           88,341
 Computer Equipment                                                                          466,017          435,292
 Commerce Server                                                                              50,000           50,000
 Computer Software                                                                             7,960            7,960
                                                                                       ---------------   --------------
                                                                                             612,318          581,593
 Less: Accumulated depreciation & amortization                                              (354,446)        (331,053)
                                                                                       ---------------   --------------

   NET PROPERTY & EQUIPMENT                                                                  257,872          250,540
                                                                                       ---------------   --------------

OTHER ASSETS
 Lease deposit                                                                                 9,749           10,237
 Restricted Cash                                                                              93,000           93,000
 Other assets                                                                                  3,935            3,935
                                                                                       ---------------   --------------

  TOTAL OTHER ASSETS                                                                         106,684          107,172
                                                                                       ---------------   --------------

   TOTAL ASSETS                                                                        $     633,374     $    793,317
                                                                                       ===============   ==============

                       LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
 Accounts payable                                                                      $     213,940     $    121,645
 Accrued liabilities                                                                         243,063          227,420
 Bank line of credit                                                                          75,000                -
 Deferred income                                                                              49,334           26,667
 Accrued officer salary                                                                      237,981          237,981
 Accrued staff salary and related                                                             55,322           50,410
 Note payable                                                                                 30,000           30,000
 Current portion - obligations under capitalized leases                                       51,875           49,846
 Stockholders deposit                                                                         32,000                -
                                                                                       ---------------   --------------

  TOTAL CURRENT LIABILITIES                                                                  988,515          743,969
                                                                                       ---------------   --------------

LONG TERM LIABILITIES
 Obligations under capitalized leases                                                         93,839           89,785
                                                                                       ---------------   --------------

  TOTAL LONG TERM LIABILITIES                                                                 93,839           89,785
                                                                                       ---------------   --------------

   TOTAL LIABILITIES                                                                       1,082,354          833,754
                                                                                       ---------------   --------------

COMMITMENTS & CONTINGENCIES

SHAREHOLDERS' DEFICIT
 Capital Stock                                                                               181,917          180,807
 Additional Paid-in Capital                                                                5,049,821        4,950,066
 Accumulated deficit                                                                      (5,680,718)      (5,171,310)
                                                                                       ---------------   --------------

  TOTAL SHAREHOLDERS' DEFICIT                                                               (448,980)         (40,437)
                                                                                       ---------------   --------------

   TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                                         $     633,374     $    793,317
                                                                                       ===============   ==============
</TABLE>

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

                                       2
<PAGE>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                   Three                  Three
                                                                               months ended            months ended
                                                                             September 30, 2005     September 30, 2004
                                                                             -------------------    ------------------

<S>                                                                          <C>                    <C>
REVENUE                                                                      $        337,926       $         309,704

COST OF REVENUE                                                                      (107,054)                (97,558)
                                                                             -------------------    ------------------

 GROSS PROFIT                                                                         230,872                 212,146

OPERATING EXPENSES
 Selling, general and administrative expenses                                         607,643                 493,375
 Research and development                                                             106,377                 122,114
 Depreciation and amortization                                                         23,393                  18,695
                                                                             -------------------    ------------------

 TOTAL OPERATING EXPENSES                                                             737,413                 634,184
                                                                             -------------------    ------------------

OPERATING LOSS                                                                       (506,541)               (422,038)
                                                                             -------------------    ------------------

OTHER INCOME (EXPENSES)
 Interest income                                                                        1,016                   2,157
 Interest expense                                                                     (10,268)                 (3,997)
 Other Income                                                                           6,386                       -
                                                                             -------------------    ------------------

TOTAL OTHER INCOME (EXPENSES)                                                          (2,866)                 (1,840)
                                                                             -------------------    ------------------

  NET LOSS                                                                   $       (509,407)      $        (423,878)
                                                                             ===================    ==================


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


WEIGHTED AVERAGE NUMBER OF SHARES                                                 181,445,352            172,445,810
                                                                             ===================    ==================



</TABLE>

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

                                       3
<PAGE>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                Three                    Three
                                                                             months ended             months ended
                                                                           September 30, 2005      September 30, 2004
                                                                           -------------------     ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                        <C>                     <C>
 Net loss                                                                  $        (509,407)      $         (423,878)
 Adjustment to reconcile net loss to net cash
 used in operating activities:
 Depreciation and amortization                                                        23,393                   18,694
 Warrants and stock issued for services                                               74,947                   27,350
 Decrease (increase) in account receivable                                            19,249                  (17,762)
 Decrease (increase) in prepaid expenses and other assets                             (3,592)                 (16,735)
 (Decrease) increase in accounts payable                                              92,295                   44,219
 (Decrease) increase in officer salaries payable                                           -                   (5,749)
 (Decrease) increase in staff salaries payable                                         4,912
 (Decrease) increase in deferred income                                               22,667                        -
 (Decrease) increase in other liabilities                                             15,643                   13,668
                                                                           -------------------     ------------------

   NET CASH USED IN OPERATING ACTIVITIES                                            (259,893)                (360,193)
                                                                           -------------------     ------------------


CASH FLOWS FROM INVESTING ACTIVITIES:
 Employee advances                                                                         -                     (249)
 Purchase of property & equipment                                                    (10,928)                 (33,645)
                                                                           -------------------     ------------------

   NET CASH USED IN INVESTING ACTIVITIES                                             (10,928)                 (33,894)
                                                                           -------------------     ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Issuance of common stock                                                             25,916                    9,623
 Proceeds from bank line of credit                                                    75,000
 Deposit for shares of common stock                                                   32,000                   19,875
 Payments on note payable                                                                  -                   (5,500)
 Payments on capitalized lease obligations                                           (13,713)                  (9,159)
                                                                           -------------------     ------------------

   NET CASH PROVIDED BY FINANCING ACTIVITIES                                         119,203                   14,839
                                                                           -------------------     ------------------

    NET INCREASE (DECREASE) IN CASH                                                 (151,618)                (379,248)
                                                                           -------------------     ------------------


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

CASH AT END OF PERIOD                                                                 85,911       $        1,115,853
                                                                           ===================     ==================

Supplementary disclosures:
 Interest paid                                                             $          10,268       $            3,997
                                                                           ===================     ==================

Capitalized lease contracted                                               $          19,796       $           29,050
                                                                           ===================     ==================
</TABLE>


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

                                       4

<PAGE>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005


1.    BASIS OF PRESENTATION AND GOING CONCERN

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for interim  financial  information and with the  instructions to Form 10-Q
     and Rule 10-01 of Regulation S-X.  Accordingly,  they do not include all of
     the information  and footnotes  required by generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  normal  recurring   adjustments   considered   necessary  for  a  fair
     presentation  have been  included.  Operating  results for the  three-month
     period  ended  September  30, 2005 are not  necessarily  indicative  of the
     results that may be expected for the year ending June 30, 2006. For further
     information  refer  to  the  financial  statements  and  footnotes  thereto
     included in the Company's Form 10K-SB for the year ended June 30, 2005.

     The accompanying financial statements have been prepared on a going concern
     basis  of  accounting,   which   contemplates   continuity  of  operations,
     realization of assets and  liabilities and commitments in the normal course
     of  business.  The  accompanying  financial  statements  do not reflect any
     adjustments  that might  result if the  Company is unable to  continue as a
     going concern. The Company's losses and negative cash flows from operations
     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 900,000
     and 1,200,000  shares of Roaming  Messenger,  Inc. were granted  during the
     three  months ended  September  30, 2005 and 2004,  respectively.  The fair
     value of  options  granted,  which  have  been  estimated  at  $29,980  and
     $111,480,  respectively,  at the date of grant  were  determined  using the
     Black-Scholes Option pricing model with the following assumptions:

                                                  2005                   2004
                                                  -----                  ----
Risk free interest rate                           4.01%                  3.36%
Stock volatility factor                           0.24                   0.70
Weighted average expected option life             4 years                4 years
Expected dividend yield                           None                   None



                             Prepared without audit.

                                       5
<PAGE>

                     ROAMING MESSENGER, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005




2.   STOCK OPTIONS AND WARRANTS (Continued)

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

                                                   Three Months     Three Months
                                                     Ended              Ended
                                                   September          September
                                                    30, 2005           30, 2004
                                                  -------------    -------------
Net loss as reported                              $ (509,407)      $  (423,878)
Basic and diluted net loss per share
as reported                                            (0.00)            (0.00)

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

Deduct:  Stock based employee                        (30,738)          (18,970)
compensation expense determined under fair
value based method for all awards, net of
related taxes
                                                  -------------    -------------

Pro forma net loss                                $ (540,145)      $  (442,848)
                                                  =============    =============
Basic and diluted pro forma loss per share        $    (0.00)      $     (0.00)
                                                  =============    =============



     During the three month period ended  September 30, 2005 (i) 900,000 options
     were granted at an exercise  price of $0.13 per share.  As of September 30,
     2005, total outstanding unexercised options are 5,134,994.

     WARRANTS

     On September 30, 2005,  the Company  granted  warrants to purchase  163,500
     shares of common stocks at $0.10 per share for consulting  services.  These
     warrants  expire on September 30, 2007, and were valued at $1,848 using the
     Black-Scholes model.

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  September  30, 2005 was
     10.5%. As of September 30, 2005, $75,000 was borrowed under the line.





                            Prepared without audit.
                                       6
<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

                                       7
<PAGE>

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

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


CURRENT OVERVIEW

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

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

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

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

                                       8
<PAGE>

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

         Our growth strategy consists of three phases:

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

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

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

         In executing our growth strategy,  strategic acquisition of synergistic
companies may be explored. When decide 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.  However, in
the future,  we believe that a large majority of our revenues will come from the
sale of our Roaming Messenger technology in the future.

RESULTS OF  OPERATIONS  FOR THE  THREE-MONTH  PERIOD  ENDED  SEPTEMBER  30, 2005
COMPARED TO THE SAME PERIOD IN 2004

         Total revenue for the three-month  period ending September 30, 2005 was
$337,926 as compared to $309,704 for the three-month period ending September 30,
2004.

         The cost of revenue for the  three-month  period  ending  September 30,
2005 was 32% as compared to 32% for the three-month  period ending September 30,
2004.

         Operating  expenses  increased from $634,184 for the three months ended
September  30, 2004 to $737,413 for the three months ended  September  30, 2005.
The increase in  operating  expenses  between the two periods is  primarily  due
increased in non-cash expenses for sales, marketing and advisory services.

         The  $737,413  operating  expenses  includes  non-cash  charges  of (i)
$73,100 of unregistered  stock for business  development and advisory  services,
and (ii)  $1,848  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.

         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.

                                       9
<PAGE>

         For  the  three  months  ended   September  30,  2005,   the  Company's
consolidated  net loss was ($509,407) as compared to a consolidated  net loss of
($423,878) for the three months ended September 30, 2004.


LIQUIDITY AND CAPITAL RESOURCES

         The  Company had cash at  September  30, 2005 of $85,911 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
($719,697) at September 30, 2005 as compared to a net working capital deficit of
($308,364)  at June 30, 2004.  Cash flow  utilized by operating  activities  was
($259,893)  for the three  months ended  September  30, 2005 as compared to cash
utilized for operating  activities  of ($360,193)  during the three months ended
September 30, 2004. Cash flow used in investing activities was ($10,928) for the
three  months  ended  September  30, 2005 as compared to cash used in  investing
activities of ($33,894)  during the three months ended  September 30, 2004. Cash
flow  provided by financing  activities  was $119,203 for the three months ended
September  30, 2005 as compared to cash  provided  by  financing  activities  of
$14,839 for the three months ended September 30, 2004.

         On August 11, 2005,  the Company was approved for a $100,000  revolving
line of credit from Bank of America at an  interest  of prime plus 4  percentage
points.  This line of  credit is not  secured  by  assets  of the  Company.  The
effective  interest  rate of the line of credit at September 30, 2005 was 10.5%.
As of September 30, 2005, $75,000 was borrowed under this line of credit

         On March  28,  2005,  we  entered  into a  Periodic  Equity  Investment
Agreement  with Wings Fund,  Inc.  Pursuant to the  Periodic  Equity  Investment
Agreement, we may, on a monthly basis commencing after the effective date of the
registration  statement in connection with that agreement,  periodically sell to
Wings Fund,  Inc.  shares of common  stock for a total  purchase  price of up to
$3,000,000.  Such monthly sales are limited to a maximum  aggregate of $250,000.
The  registration  statement was filed on May 3, 2005 and declared  effective by
the Securities and Exchange Commission on August 11, 2005. We may now sell up to
$250,000  per month worth of  registered  common stock to Wings Fund Inc. at our
discretion until August 11, 2006.

         The  issuance  and  sale of  shares  pursuant  to the  Periodic  Equity
Investment  Agreement  is  likely  to  result  in  substantial  dilution  to the
interests of our other  stockholders.  The number of shares issuable pursuant to
the Periodic  Equity  Investment  Agreement will increase if the market price of
our stock decreases. There is no upper limit on the number of shares that we may
be required to issue under the agreement  with Wings.  This will have the effect
of further  diluting  the  proportionate  equity  interest  and voting  power of
holders of our common stock.  Our agreement with Wings contains a provision that
limits its  interest  in our common  stock to 4.99% of the  outstanding  shares.
Although Wings may waive this provision,  there can be no assurance that it will
do so. Therefore, we may never receive the entire amount of capital contemplated
under the agreement.

                                       10
<PAGE>

         If for some reason we are not able to draw down the entire  $3,000,000,
we may have to obtain additional  operating capital from other sources to enable
us to  execute  our  business  plan.  We  anticipate  that  we will  obtain  any
additional  required  working  capital  through the private  placement of common
stock  to  domestic  accredited  investors  pursuant  to  Regulation  D  of  the
Securities  Act of 1933,  as  amended  (the  "Act"),  or to  offshore  investors
pursuant to Regulation S of the Act.  There is no assurance  that we will obtain
the  additional  working  capital that we need through the private  placement of
common  stock.  In addition,  such  financing may not be available in sufficient
amounts or on terms acceptable to us.

Item 3.    CONTROLS AND PROCEDURES

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

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


PART II.  - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

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


Item 2. CHANGES IN SECURITIES

         During the quarter ended September 30, 2005, the Company issued 470,000
shares of unregistered  common stock to three  individuals as  compensation  for
services rendered to the Company.  The shares were valued at the market price of
the Company's  common stock at the time of issuance  ranging from $0.13 to $0.16
per share.

         During the quarter ended September 30, 2005, the Company issued 640,000
shares of  registered  common  stock to Wings Fund Inc.  for a gross  proceed of
$40,000 pursuant to the Periodic Equity  Investment  Agreement that was declared
effective by the SEC on August 11, 2005.


Item 3. DEFAULTS UPON SENIOR SECURITIES
None.

                                       11
<PAGE>

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  DESCRIPTION
         NO.

         3.1      Articles of Incorporation (1)
         3.2      Bylaws (1)
         4.1      Specimen Certificate for Common Stock (1)
         4.2      Non-Qualified Employee Stock Option Plan (2)
         10.1     First Agreement and Plan of Reorganization  between Latinocare
                  Management  Corporation,  a  Nevada  corporation,  and Warp 9,
                  Inc., a Delaware corporation (3)
         10.2     Second Agreement and Plan of Reorganization between Latinocare
                  Management  Corporation,  a  Nevada  corporation,  and Warp 9,
                  Inc., a Delaware corporation (4)
         10.3     Exchange  Agreement and  Representations  for  Shareholders of
                  Warp 9, Inc.(3)
         31.1     Section 302 Certification
         32.1     Section 906 Certification
------------
(1)      Incorporated by reference from the exhibits included with the Company's
         prior  Report on Form 10-KSB  filed with the  Securities  and  Exchange
         Commission, dated March 31, 2002.

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

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

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

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

         None

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<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: November 17, 2005                 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: November 17, 2005
      --------------------------------------
    Jonathan Lei, Chairman of the Board,
    Chief Executive Officer, President
    Chief Financial Officer, and Secretary




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