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, 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.)


            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  15,  2004 the  number  of  shares  outstanding  of the
registrant's only class of common stock was 172,524,614.

         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

         Balance  Sheets  as of  September  30,  2004  (unaudited)
         and June 30, 2004....................................................4

         Statements of Operations for the Three Months ended
         September 30, 2004 and 2003 (unaudited)..............................5

         Statements of Cash Flows for the Three Months ended
         September 30, 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 ...................................................13

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

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

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

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

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

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

                                       2

<PAGE>

PART I.    FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                     REPORT OF INDEPENDENT REGISTERED PUBLIC
                                 ACCOUNTING FIRM

To the Board of Directors
Roaming Messenger, Inc.


       We have reviewed the accompanying  consolidated  balance sheet of Roaming
Messenger,  Inc. and  Subsidiary as of September  30, 2004 and the  consolidated
statements of operations, shareholders' equity (deficit), and cash flows for the
three months ended  September  30, 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
Public Accounting Oversight Board (United States). 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 conducted in accordance
with the standards  established by the Public Company Accounting Oversight Board
(United  States),  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  consolidated  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

November 5, 2004

                                       3
<PAGE>
<TABLE>
<CAPTION>

                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS

                                   ASSETS
                                                                                     (Unaudited)
                                                                                    September 30,        June 30,
                                                                                       2004                2004
                                                                                    ------------       ------------
CURRENT ASSETS
<S>                                                                                 <C>                <C>
 Cash                                                                               $ 1,115,854        $ 1,495,102
 Accounts receivable, net of allowance for doubtful account of                          134,169            116,407
  $30,000 and $20,000
 Prepaid expenses                                                                        23,189              9,944
                                                                                    ------------       ------------

        TOTAL CURRENT ASSETS                                                          1,273,212          1,621,453
                                                                                    ------------       ------------

PROPERTY & EQUIPMENT
 Furniture, Fixtures & Equipment                                                         86,404             83,225
 Computer Equipment                                                                     338,231            278,715
 Commerce Server                                                                         50,048             50,048
 Computer Software                                                                        3,535              3,535
 Tenant Improvements                                                                     42,194             42,194
                                                                                    ------------       ------------
                                                                                        520,412            457,717
  Less: Accumulated depreciation & amortization                                        (280,064)          (261,370)
                                                                                    ------------       ------------

        NET PROPERTY & EQUIPMENT                                                        240,348            196,347
                                                                                    ------------       ------------

OTHER ASSETS
 Lease deposit                                                                           10,519              7,029
 Other assets                                                                             2,752              2,503
                                                                                    ------------       ------------

TOTAL OTHER ASSETS                                                                       13,271              9,532
                                                                                    ------------       ------------

        TOTAL ASSETS                                                                $ 1,526,831        $ 1,827,332
                                                                                    ============       ============

                    LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
 Accounts payable                                                                      $ 69,113           $ 24,892
 Accrued liabilities                                                                     23,975             42,093
 Accrued officer salary                                                                 237,981            243,730
 Accrued staff salary and related                                                        78,285             46,499
 Note payable                                                                            34,000             39,500
 Current portion - obligations under capitalized leases                                  36,803             33,631
 Stockholders deposit                                                                    19,875                  -
                                                                                    ------------       ------------

  TOTAL CURRENT LIABILITIES                                                             500,032            430,345
                                                                                    ------------       ------------

LONG TERM LIABILITIES
 Obligations under capitalized leases                                                    61,778             45,059
                                                                                    ------------       ------------

  TOTAL LONG TERM LIABILITIES                                                            61,778             45,059
                                                                                    ------------       ------------

        TOTAL LIABILITIES                                                               561,810            475,404
                                                                                    ------------       ------------

COMMITMENTS & CONTINGENCIES

SHAREHOLDERS' DEFICIT
 Capital Stock                                                                          172,525            172,400
 Additional Paid-in Capital                                                           3,908,584          3,871,738
 Accumulated deficit                                                                 (3,116,088)        (2,692,210)
                                                                                    ------------       ------------

  TOTAL SHAREHOLDERS' DEFICIT                                                           965,021          1,351,928
                                                                                    ------------       ------------

        TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                                 $ 1,526,831        $ 1,827,332
                                                                                    ============       ============
</TABLE>

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

                                       4
<PAGE>
<TABLE>
<CAPTION>

                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                  Three                  Three
                                                                              months ended           months ended
                                                                          September 30, 2004     September 30, 2003
                                                                          ------------------     ------------------

<S>                                                                            <C>                  <C>
REVENUE                                                                        $    309,704         $      260,950

COST OF REVENUE                                                                     (97,558)               (33,198)
                                                                                ------------           ------------
  GROSS PROFIT                                                                      212,146                227,752

OPERATING EXPENSES
 Selling, general and administrative expenses                                       493,375                215,801
 Depreciation and amortization                                                       18,695                 12,860
 Research and development                                                           122,114                 36,457
                                                                                ------------           ------------

TOTAL OPERATING EXPENSES                                                            634,184                265,118
                                                                                ------------           ------------

OPERATING LOSS                                                                     (422,038)               (37,366)
                                                                                ------------           ------------

OTHER INCOME (EXPENSES)
 Interest income                                                                      2,157                    226
 Interest expense                                                                    (3,997)                (4,699)
                                                                                ------------           ------------

  TOTAL OTHER INCOME (EXPENSES)                                                      (1,840)                (4,473)
                                                                                ------------           ------------

        NET LOSS                                                               $   (423,878)        $      (41,839)
                                                                                ============           ============


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


WEIGHTED AVERAGE NUMBER OF SHARES                                               172,445,810            149,127,823
                                                                                ============           ============
</TABLE>

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

                                       5
<PAGE>
<TABLE>
<CAPTION>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                   Three                    Three
                                                                               months ended              months ended
                                                                            September 30, 2004       September 30, 2003
                                                                            ------------------       ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                            <C>                    <C>
 Net loss                                                                      $   (423,878)          $     (41,839)
 Adjustment to reconcile net loss to net cash
 used in operating activities:
 Depreciation and amortization                                                       18,694                  12,860
 Warrants issued for services                                                        27,350                       -
 Decrease (increase) in account receivable                                          (17,762)                (13,664)
 Decrease (increase) in prepaid expenses and other assets                           (16,735)                      7
 Decrease (increase) in accounts payable                                             44,219                  (6,002)
 Decrease (increase) in officer salaries payable                                     (5,749)                 13,327
 Decrease (increase) in other liabilities                                            13,668                 (16,869)
                                                                                -----------             ------------

        NET CASH USED IN OPERATING ACTIVITIES                                      (360,193)                (52,180)
                                                                                -----------             ------------


CASH FLOWS FROM INVESTING ACTIVITIES:
 Employee advances                                                                     (249)                 (7,000)
 Purchase of property & equipment                                                   (33,645)                 (3,817)
                                                                                -----------             ------------

        NET CASH USED IN INVESTING ACTIVITIES                                       (33,894)                (10,817)
                                                                                -----------             ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Issuance of common stock                                                             9,623                 393,032
 Deposit for shares of common stock                                                  19,875                       -
 Payments on note payable                                                            (5,500)                      -
 Payments on capitalized lease obligations                                           (9,159)                 (6,065)
                                                                                -----------             ------------

        NET CASH PROVIDED BY FINANCING ACTIVITIES                                    14,839                 386,967
                                                                                -----------             ------------

        NET INCREASE (DECREASE) IN CASH                                            (379,248)                323,970
                                                                                -----------             ------------


CASH AT BEGINNING OF PERIOD                                                       1,495,102                  57,408
                                                                                -----------             ------------

CASH AT END OF PERIOD                                                          $  1,115,853          $      381,378
                                                                                ===========             ============

Supplementary disclosures:
 Interest paid                                                                 $      3,997          $        4,699
                                                                                ===========             ============

Capitalized lease contracted                                                   $     29,050          $            -
                                                                                ===========             ============

</TABLE>

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

                                       6
<PAGE>

                            ROAMING MESSENGER, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


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, 2004 are not  necessarily  indicative  of the
     results that may be expected for the year ending June 30, 2005. 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, 2004.

     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
     1,200,000 and 865,994 shares of Roaming Messenger, Inc. were granted during
     the three months ended September 30, 2004 and 2003, respectively.  The fair
     value of options granted, which have been estimated at $111,480 and $8,275,
     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                         3.36%           3.18%
        Stock volatility factor                         0.70            0.01
        Weighted average expected option life          4 years       1.45 years
        Expected dividend yield                         None            N/A




                             Prepared without audit.
                         See accountants' review report.

                                        7

<PAGE>
                            ROAMING MESSENGER, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004




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:

                                                      2004               2003
                                                   ------------      -----------
Net loss as reported                               $ (423,878)       $ ( 41,839)

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
compensation expense determined under fair
value based method for all awards, net
of related taxes                                      (18,970)          ( 8,275)
                                                   ------------      -----------
Pro forma net loss                                 $ (442,848)       $ ( 50,114)
                                                   ============      ===========
Basic and diluted pro forma loss per share         $    (0.00)       $    (0.00)
                                                   ============      ===========

Warrants
--------

     On September 30, 2004,the  Company has granted warrants to purchase 100,500
     shares of common stocks at $0.10 per share for consulting  services.  These
     warrants expire on September 30, 2006, and were valued at $27,350.



                             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
obsolete,  government  regulation may hinder the Company's business,  additional

                                       9
<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

         The  Company has  developed  a  proprietary  solution  called  "Roaming
Messenger" for delivering real-time actionable information to wired and wireless
devices 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 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
channel  partners in several  vertical  markets,  some of which are  starting to
generate  revenue.  We are targeting  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  corporate  enterprise  application  sector as well.
Current  deployments  through channel partners include mobile roaming alerts for
customer   service   and  mobile   field   service   applications.   Exploratory
opportunities  are in  automated  process  control,  remote  monitoring,  mobile
commerce and end-user  messaging  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  generates  most of its  revenue  from  its  wholly  owned
subsidiary, Warp 9, Inc. ("W9"), and financial statements for the Company and W9
are consolidated for reporting purposes.  Roaming Messenger and W9 are housed in

                                       10
<PAGE>

the same office as much of the technology and  administrative  infrastructure in
the W9 operation is readily  available to the Roaming  Messenger  operation.  W9
currently offers two primary web-based  e-commerce  software products,  Internet
Commerce System and Email Marketing  System, to the catalog and retail 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 without significant capital investment.

         The Company will continue to fulfill its working  capital  requirements
through the sale of Common Stock. A majority of the investment  proceeds will be
allocated  for  the  sales,  marketing  and  technical  support  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 and more channel partners sell
solutions  with  Roaming  Messenger  integrated  in as  their  mobile  messaging
component.

         Our overarching growth strategy remains a three phase strategy. Phase I
is the Homeland  Security and Public Safety markets.  Phase II is the enterprise
markets for business process  management and communication  applications.  Phase
III is the consumer  markets for application  such as mobile commerce and mobile
gaming.

         In executing our growth strategy,  strategic acquisition of synergistic
companies  will be explored.  Acquisition  synergy shall be based on two primary
factors (i) access to installed base of customers (ii) complementary  product or
service offerings.

RESULTS OF  OPERATIONS  FOR THE  THREE-MONTH  PERIOD  ENDED  SEPTEMBER  30, 2004
COMPARED TO THE SAME PERIOD IN 2003

         Total revenue for the three-month  period ending September 30, 2004 was
$309,704 as compared to $260,950 for the three-month period ending September 30,
2003.

         Operating  expenses  increased from $265,118 for the three months ended
September  30, 2003 to $634,184 for the three  months ended March 31, 2004.  The
large increase in operating expenses between the two periods is due to increased
staff in sales and marketing as well as engineering. Primary sources of increase
in  operating  expenses  include:   an  increase  of  $85,657  in  Research  and
Development  expenses,  and an  increase  of $277,574 in Selling and General and
Administrative expenses.

         The $277,574  increase in Selling and General  Administrative  expenses
includes  $27,350 of non-cash  expense for the  issuance of warrants to business
development  consults for in lieu of cash payment for their services.  The value
of the warrants were determined using the Black Scholes model.

                                       11
<PAGE>

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

         For  the  three  months  ended   September  30,  2004,   the  Company's
consolidated  net loss was ($423,878) as compared to a consolidated  net loss of
($41,839) for the three months ended September 30, 2003.


LIQUIDITY AND CAPITAL RESOURCES

         The Company had cash at September 30, 2004 of $1,115,854 as compared to
cash of  $1,495,102  as of June 30,  2004.  The Company had net working  capital
(i.e. the difference between current assets and current liabilities) of $773,180
at September 30, 2004 as compared to a net working capital of $1,191,108 at June
30, 2004.  Cash flow utilized by operating  activities  was  ($360,193)  for the
three months ended September 30, 2004 as compared to cash utilized for operating
activities of ($52,180)  during the three months ended  September 30, 2003. Cash
flow used in  investing  activities  was  ($33,894)  for the three  months ended
September 30, 2004 as compared to cash used in investing activities of ($10,817)
during the three  months ended  September  30,  2003.  Cash flow from  financing
activities was $14,839 for the three months ended September 30, 2004 as compared
to cash  provided by financing  activities  of $386,967  during the three months
ended September 30, 2003.

         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"),  or 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.


                                       12

<PAGE>


PART II.  - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         On June 21, 2004,  Michael  Gilbert,  a shareholder,  filed a complaint
with the  Superior  Court of the  State of  California  for the  County of Santa
Barbara,  for breach of contract,  damages and specific  performance relating to
the  removal of the  restrictive  legend on his  unregistered  shares in Roaming
Messenger  Inc.  Mr.  Gilbert  accused  the Company of refusing to permit him to
remove the restrictive transfer legend on his unregistered shares under Rule 144
of the  Securities  Act of 1933,  as  amended.  The  Company  and the  Company's
corporate  counsel believe that Mr.  Gilbert's claim is without merit and only a
result  of his  misunderstanding  of the  Rule 144  process.  At no time did the
Company object or interfere with Mr. Gilbert's  request for legend removal.  The
Company  anticipates  that  this  complaint  will be  resolved  without  lengthy
litigation, but will vigorously defend the lawsuit until it is resolved.


ITEM 2. CHANGES IN SECURITIES

         In August 2004,  the Company  issued  125,000  shares of restricted and
unregistered  common stock as a result of a former employee exercising her stock
options in accordance  with the Company's  Stock Option Plan. The gross proceeds
of this exercise was $10,000.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         None.


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

         Effective  September  22,  2004,  the Company  amended its  Articles of
Incorporation  (the  "Amendment") to increase the authorized number of shares of
common stock from  200,000,000  to  495,000,000  and to establish  the number of
shares of Preferred  Stock at  5,000,000.  The Board of Directors of the Company
unanimously  approved the adoption of the  Amendment.  The holders of 99,691,525
shares or  approximately  58% of the total issued and outstanding  shares of the
Company voted to ratify the adoption of the Amendment.  No shares of the Company
voted against ratifying the adoption of the Amendment. The remaining outstanding
shares abstained.


ITEM 5. OTHER INFORMATION

         None.



                                       13
<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         EXHIBIT NO.                DESCRIPTION

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

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

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

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

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

         (1) Form 8-K, dated October 14, 2004, filed with the SEC reflecting the
resignation of Brian Fox as Chief Technology Officer of the Company.

                                       14
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 15, 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: November 15, 2004
      --------------------------------------
    Jonathan Lei, Chairman of the Board,
    Chief Executive Officer, President
    Chief Financial Officer, and Secretary

By:  \s\ Louie Ucciferri                              Dated: November 15, 2004
     ---------------------------------------
    Louie Ucciferri, Director


By:  \s\ Tom Djokovich                                Dated: November 15, 2004
     ---------------------------------------
    Tom Djokovich, Director

















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