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


                                  FORM 10-QSB/A
                                 Amendment No. 1


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

                        FOR QUARTER ENDED MARCH 31, 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 May 1, 2005 the number of shares  outstanding of the registrant's
only class of common stock was 180,337,092.

         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 March 31, 2005 (unaudited)
         and June 30, 2004...................................................3

         Statements of Operations for the Three Months and
         Nine Months ended March 31, 2005 and 2004 (unaudited)...............4

         Statements of Cash Flows for the Nine Months ended
         March 31, 2005 and 2004 (unaudited).................................5

         Notes to Condensed Consolidated Financial Statements
         (unaudited).........................................................6

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

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

PART II - OTHER INFORMATION

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

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

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

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


                                      -1-
<PAGE>

PART I.    FINANCIAL INFORMATION

Item 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


ROSE, SNYDER & JACOBS
---------------------------------------------
A Corporation of Certified Public Accountants

                     REPORT OF INDEPENDENT REGISTERED PUBLIC
                                 ACCOUNTING FIRM

To the Board of Directors
Roaming Messenger, Inc.
Santa Barbara, California


       We have reviewed the accompanying  consolidated  balance sheet of Roaming
Messenger,  Inc.  and  Subsidiary  as of March  31,  2005  and the  consolidated
statements  of  operations  for the three months and nine months ended March 31,
2005 and 2004, and the consolidated statements of cash flows for the nine months
ended  March 31, 2005 and 2004.  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

May 12, 2005

           ----------------------------------------------------------
          15821 Ventura Boulevard, Suite 490, Encino, California 91436
                  Phone: (818) 461-0600 * Fax: (818) 461-0610

                                      -2-
<PAGE>

                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                        ASSETS
                                                                                          (Unaudited)
                                                                                           March 31,      June 30,
                                                                                            2005            2004
                                                                                        --------------  -------------
CURRENT ASSETS
<S>                                                                                     <C>             <C>
 Cash                                                                                   $     636,678   $   1,495,102
 Accounts receivable, net of allowance for doubtful

  accounts of $30,000 and $20,000 respective1y                                                172,355         116,407

 Prepaid expenses                                                                              24,624           9,944
                                                                                        --------------  -------------

    TOTAL CURRENT ASSETS                                                                      833,657       1,621,453
                                                                                        --------------  -------------

PROPERTY & EQUIPMENT
 Furniture, Fixtures & Equipment                                                               87,811          83,225
 Computer Equipment                                                                           429,729         278,715
 Commerce Server                                                                               50,000          50,048
 Computer Software                                                                              4,998           3,535
 Tenant Improvements                                                                           42,194          42,194
                                                                                        --------------  -------------
                                                                                              614,732         457,717
  Less: Accumulated depreciation & amortization                                              (325,193)       (261,370)
                                                                                        --------------  -------------

    NET PROPERTY & EQUIPMENT                                                                  289,539         196,347
                                                                                        --------------  -------------

OTHER ASSETS
 Lease deposit                                                                                 10,237           7,029
 Other assets                                                                                   4,260           2,503
                                                                                        --------------  -------------

    TOTAL OTHER ASSETS                                                                         14,497           9,532
                                                                                        --------------  -------------

      TOTAL ASSETS                                                                      $   1,137,693   $   1,827,332
                                                                                        ==============  =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                                                                       $      91,855   $      24,892
 Accrued liabilities                                                                           81,573          42,093
 Officer salaries payable                                                                     237,981         243,730
 Staff salaries payable                                                                        49,813          46,499
 Note payable                                                                                  30,000          39,500
 Current portion - obligations under capitalized leases                                        50,661          33,631
                                                                                        --------------  -------------

    TOTAL CURRENT LIABILITIES                                                                 541,883         430,345
                                                                                        --------------  -------------

LONG TERM LIABILITIES
 Obligations under capitalized leases                                                         100,987          45,059
 Deposit - shareholder                                                                         19,875               -
                                                                                        --------------  -------------

    TOTAL LONG TERM LIABILITIES                                                               120,862          45,059
                                                                                        --------------  -------------

      TOTAL LIABILITIES                                                                       662,745         475,404
                                                                                        --------------  -------------

SHAREHOLDERS' EQUITY
 Capital Stock                                                                                178,736         172,400
 Additional Paid-in Capital                                                                 4,705,026       3,871,738
 Accumulated deficit                                                                       (4,408,814)     (2,692,210)
                                                                                        --------------  -------------

    TOTAL SHAREHOLDERS' EQUITY                                                                474,948       1,351,928
                                                                                        --------------  -------------

      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                        $   1,137,693   $   1,827,332
                                                                                        ==============  =============
</TABLE>

                            Prepared without audit.
        See report of independent registered public accounting firm and
             notes to condensed consolidated financial statements.

                                      -3-
<PAGE>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                          Three              Nine              Three              Nine
                                                        months ended     months ended        months ended     months ended
                                                      March 31, 2005     March 31, 2005    March 31, 2004    March 31, 2004
                                                     ----------------   ----------------  ----------------  ----------------

<S>                                                  <C>                <C>               <C>               <C>
REVENUE                                              $        295,925   $        912,857  $        234,701  $        688,827

COST OF REVENUE                                               (92,593)          (331,181)          (25,088)          (85,039)
                                                     ----------------   ----------------  ----------------  ----------------

  GROSS PROFIT                                                203,332            581,676           209,613           603,788

OPERATING EXPENSES
 Selling, general and administrative expenses                 806,280          1,936,967           443,351           953,219
 Research and development                                      98,399            287,151           109,492           194,892
 Depreciation and amortization                                 22,889             63,361            15,153            41,946
                                                     ----------------   ----------------  ----------------  ----------------

    TOTAL OPERATING  EXPENSES                                 927,568          2,287,479           567,996         1,190,057
                                                     ----------------   ----------------  ----------------  ----------------

      OPERATING  LOSS                                        (724,236)        (1,705,803)         (358,383)         (586,269)
                                                     ----------------   ----------------  ----------------  ----------------

OTHER INCOME (EXPENSES)
 Interest income                                                1,257              7,867             2,194             4,026
 Interest expense                                              (7,473)           (18,580)           (3,433)          (12,589)
                                                     ----------------   ----------------  ----------------  ----------------

    TOTAL OTHER INCOME (EXPENSES)                              (6,216)           (10,713)           (1,239)           (8,563)
                                                     ----------------   ----------------  ----------------  ----------------

      NET LOSS                                       $       (730,452)  $     (1,716,516) $       (359,622) $       (594,832)
                                                     ================   ================  ================  ================

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

WEIGHTED AVERAGE
  NUMBER OF SHARES                                        173,305,432        172,756,708       167,747,115       157,989,963
                                                     ================   ================  ================  ================

</TABLE>


                            Prepared without audit.
        See report of independent registered public accounting firm and
             notes to condensed consolidated financial statements.

                                      -4-
<PAGE>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                 Nine                   Nine
                                                                             months ended           months ended
                                                                            March 31, 2005         March 31, 2004
                                                                           ----------------       ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                        <C>                    <C>
 Net loss                                                                  $     (1,716,516)      $      (594,832)
 Adjustment to reconcile net loss to net cash
  used in operating activities:
 Depreciation and amortization                                                       63,823                41,946
 Warrants issued for services                                                       102,026
 Common stock issued for services                                                   259,173                40,000
 Decrease (increase) in account receivable                                          (55,948)              (25,261)
 Decrease (increase) in prepaid and other assets                                    (14,680)              (40,065)
(Decrease) increase in accounts payable                                              66,962                (6,245)
(Decrease) increase in officer salaries payable                                      (5,749)              (63,635)
(Decrease) increase in staff salaries payable                                         3,314
(Decrease) increase in other liabilities                                             34,515                (7,433)
                                                                           ----------------       ----------------

    NET CASH USED IN OPERATING ACTIVITIES                                        (1,263,080)             (655,525)
                                                                           ----------------       ----------------


CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property & equipment                                                   (49,548)              (25,507)
                                                                           ----------------       ----------------

    NET CASH USED IN INVESTING ACTIVITIES                                           (49,548)              (25,507)
                                                                           ----------------       ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Issuance of common stock                                                           478,338             2,312,047
 Deposit for shares of common stock                                                  19,875                     -
 Payment on note payable                                                             (9,500)               (4,500)
 Payments on capitalized lease obligations                                          (34,509)              (20,909)
                                                                           ----------------       ----------------

    NET CASH PROVIDED BY FINANCING ACTIVITIES                                       454,204             2,286,638
                                                                           ----------------       ----------------

      NET INCREASE (DECREASE) IN CASH                                              (858,424)            1,605,606


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

CASH AT END OF PERIOD                                                      $        636,678       $     1,663,014
                                                                           ================       ================

Supplementary disclosures:
 Interest paid                                                             $         18,580       $        12,589
                                                                           ================       ================

Capitalized leases contracted:                                             $        107,467       $        12,125
                                                                           ================       ================

</TABLE>


                            Prepared without audit.
        See report of independent registered public accounting firm and
             notes to condensed consolidated financial statements.

                                      -5-
<PAGE>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


1.   BASIS OF PRESENTATION AND GOING CONCERN

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for interim  financial  information and with the  instructions to Form 10-Q
     and Rule 10-01 of Regulation S-X.  Accordingly,  they do not include all of
     the information  and footnotes  required by generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  normal  recurring   adjustments   considered   necessary  for  a  fair
     presentation  have been  included.  Operating  results for the  three-month
     period ended March 31, 2005 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  2,465,994  shares of Roaming  Messenger,  Inc. were granted
     during the nine months  ended March 31,  2005 and 2004,  respectively.  The
     fair value of options  granted,  which have been  estimated  at $65,030 and
     $60,982,  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                     3.36%-4.17%     3.18%-3.83%
        Stock volatility factor                      0.32-0.70          0.01
        Weighted average expected option life         4 years         4 years
        Expected dividend yield                        None             None


                             Prepared without audit.
           See report of independent registered public accounting firm

                                      -6-

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


2.   STOCK OPTIONS AND WARRANTS (Continued)

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

<TABLE>
<CAPTION>
<S>                                                    <C>               <C>               <C>               <C>
                                                       Three Months      Nine Months       Three Months      Nine Months
                                                          Ended             Ended             Ended             Ended
                                                          March             March             March             March
                                                        31, 2005          31, 2005          31, 2004          31, 2004
                                                       ------------      ------------      ------------      -----------
Net loss as reported                                    $(730,452)       $(1,716,516)       $ (359,622)     $ (594,832)

Basic and diluted net loss per share as
reported                                                    (0.00)             (0.01)            (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                                       (4,456)           (13,368)          (14,402)        (22,832)
                                                        -----------      -----------        -------------    ------------

Pro forma net loss                                      $(734,908)       $(1,729,884)       $ (374,024)     $ (617,664)
                                                        ===========      ===========        =============    ============
Basic and diluted pro forma loss per share              $   (0.00)       $     (0.01)       $    (0.00)     $    (0.00)
                                                        ===========      ===========        =============    ============
</TABLE>


     During the nine month  period ended March 31, 2005 (ii)  1,200,000  options
     were  granted  at an  exercise  price of $0.17 per  share,  (ii)  6,787,500
     previously granted options were cancelled and/or forfeited. As of March 31,
     2005, total outstanding unexercised options are 1,934,994.

     Warrants
     --------

     On March 31, 2005, the Company granted  warrants to purchase 201,000 shares
     of common stocks at $0.10 per share for consulting services. These warrants
     expire  on  March  31,  2007,   and  were  valued  at  $20,964   using  the
     Black-Scholes model.




                             Prepared without audit.
           See report of independent registered public accounting firm

                                      -7-
<PAGE>


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

CAUTIONARY STATEMENTS

         This Form 10-QSB may contain "forward-looking statements," as that term
is used in federal  securities laws, about Roaming  Messenger,  Inc.'s financial
condition,  results of operations and business.  These statements include, among
others:

o    statements  concerning the potential benefits that Roaming Messenger,  Inc.
     ("RMI" or the "Company") may  experience  from its business  activities and
     certain transactions it contemplates or has completed; and

o    statements of RMI's  expectations,  beliefs,  future plans and  strategies,
     anticipated  developments and other matters that are not historical  facts.
     These  statements may be made  expressly in this Form 10-QSB.  You can find
     many  of  these  statements  by  looking  for  words  such  as  "believes,"
     "expects,"  "anticipates,"  "estimates,"  "opines," or similar  expressions
     used in this Form 10-QSB. These  forward-looking  statements are subject to
     numerous  assumptions,  risks and uncertainties that may cause RMI's actual
     results to be materially  different  from any future  results  expressed or
     implied by RMI in those  statements.  The most  important  facts that could
     prevent RMI from  achieving its stated goals  include,  but are not limited
     to, the following:

          (a)  volatility or decline of the Company's stock price;

          (b)  potential fluctuation in quarterly results;

          (c)  failure of the Company to earn revenues or profits;

          (d)  inadequate capital to continue or expand its business,  inability
               to  raise  additional  capital  or  financing  to  implement  its
               business plans;

          (e)  failure to commercialize its technology or to make sales;

          (f)  changes in demand for the Company's products and services;

          (g)  rapid and significant changes in markets;

          (h)  litigation  with or  legal  claims  and  allegations  by  outside
               parties;

          (i)  insufficient revenues to cover operating costs.

         There is no assurance that the Company will be profitable,  the Company
may not be able to  successfully  develop,  manage or market  its  products  and
services,  the Company may not be able to attract or retain qualified executives
and technology  personnel,  the Company may not be able to obtain  customers for
its  products or  services,  the  Company's  products  and  services  may become
obsolete,  government  regulation may hinder the Company's business,  additional

                                      -8-
<PAGE>

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

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


CURRENT OVERVIEW

         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.

         Management  believes that the channel sales  strategy is an appropriate
strategy for the Roaming Messenger product line. Roaming Messenger fundamentally
enhances  any  business  application  by  providing  it  with  mobile  messaging
capabilities  not available from any other vendor.  The Company has committed to
marketing  Roaming  Messenger  as an  integration  and  deployment  platform for
mobilizing  business  applications  and using the channel sales model to achieve
exponential revenue possibilities in multiple markets.

         Business   development   with  large  potential   channel  partners  is
progressing at our  anticipated  pace.  Feedback from the market during the last
quarter  has been  incorporated  into the  product  development  path.  With the
current  interest in the  pipeline,  the Company  believes  revenue is likely to

                                      -9-
<PAGE>

increase over the next several  quarters  when the pipeline  results in tangible
orders as anticipated.

         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  currently  generates  almost all 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 the same  office  as much of the  technology  and  administrative
infrastructure in the W9 operation is readily available to the Roaming Messenger
operations.  W9  currently  offers two  primary  web-based  e-commerce  software
products,  Internet  Commerce System and Email Marketing  System, to the catalog
and retail  industry.  Customers  of these  e-commerce  products pay a recurring
monthly  fee for their  access and use of the  system.  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  the  e-commerce  operation to function as a growing  profit  center
without significant capital investment.

         The  Company  intends  to  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,  with respect to the Roaming Messenger
line,  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
applications such as mobile commerce and mobile gaming.

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

                                      -10-

<PAGE>

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

         Total  revenue for the  three-month  period  ending  March 31, 2005 was
$295,925 as compared to $234,701  for the  three-month  period  ending March 31,
2004.  The increase of $61,224 was primarily due to the reselling of third party
online marketing services.

         The cost of revenue for the  three-month  period  ending March 31, 2005
was 31% as compared to 11% for the  three-month  period  ending  March 31, 2004.
This  increase in cost of revenue was  primarily  due to the  reselling of third
party online marketing services.

         Operating  expenses  increased from $567,996 for the three months ended
March 31, 2004 to  $927,568  for the three  months  ended  March 31,  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  $927,568  operating  expenses  includes  non-cash  charges  of (i)
$242,173 of unregistered  stock for business  development and advisory services,
and (ii) $20,964  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.

         For the three months ended March 31, 2005,  the Company's  consolidated
net loss was ($730,452) as compared to a consolidated net loss of ($359,622) for
the three months ended March 31, 2004.


LIQUIDITY AND CAPITAL RESOURCES

         The  Company had cash at March 31, 2005 of $636,678 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 $291,774 at March
31, 2005 as compared to a net working  capital of  $1,191,108  at June 30, 2004.
Cash flow utilized by operating  activities was ($1,263,080) for the nine months
ended March 31, 2005 as compared to cash  utilized for  operating  activities of
($655,525)  during  the nine  months  ended  March 31,  2004.  Cash flow used in
investing  activities  was ($49,548) for the nine months ended March 31, 2005 as
compared  to cash used in  investing  activities  of  ($25,507)  during the nine
months ended March 31, 2004.  Cash flow  provided by  financing  activities  was
$454,204 for the nine months  ended March 31, 2005 as compared to cash  provided
by financing activities of $2,286,638 for the nine months ended March 31, 2004.

            On or about March 28,  2005,  the  Company  ("RMI")  entered  into a
Securities Purchase Agreement,  Periodic Investment Agreement,  and Registration
Rights Agreement (collectively,  the "Agreement") with Wings Fund, Inc. pursuant
to which Wings Fund,  Inc.  agreed to  purchase  up to  $3,500,000  worth of the
common stock of RMI (the "Common Stock").  At the closing on March 28, 2005 (the
"Closing Date"), Wings Fund, Inc. purchased 5,000,000 shares of Common Stock for
a purchase price of $500,000.  The remaining  $3,000,000 will be funded by Wings
Fund,  Inc. at RMI's  discretion  in monthly  increments  of up to $250,000 (the

                                      -11-
<PAGE>

"Monthly Purchases") within twelve months after a registration statement for the
Common  Stock  has  been  declared  effective  by the  Securities  and  Exchange
Commission.  The price per share of the Common  Stock for the Monthly  Purchases
will be 60% of the volume weighted average price ("VWAP") of the Common Stock as
quoted by  Bloomberg,  LP over the twenty (20) trading days prior to the date of
each Monthly Purchase.

         The Company will need to obtain additional  operating capital to enable
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.


PART II.  - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

         On June 21, 2004, one of our shareholders filed a lawsuit against us in
California Superior Court in Santa Barbara, California, alleging that we did not
process the  shareholder's  request for the removal of the restrictive  transfer
legend on the shareholder's  stock pursuant to Rule 144 of the Securities Act of
1933, as amended.  We answered the  complaint,  asserting that we did not in any
way impair the  processing of the  shareholder's  request for legend removal and
that we did not violate any of our duties.  We never objected or interfered with
his request or its  processing by the transfer  agent,  and did not believe that
his case had any merit. In March 2005, the plaintiff  dismissed the lawsuit with
prejudice.  In consideration for the dismissal,  a general release of all claims
by  both  parties,  and  as a  resolution  to a  separate  dispute  regarding  a
consulting  agreement between the Company and the shareholder,  we agreed to (i)
pay the plaintiff  $18,000,  $3,000 in cash upon settlement,  and issuance of an

                                      -12-
<PAGE>

unsecured promissory note in the principal amount of $15,000, payable $1,000 per
month until  maturity and (ii) issued  424,000 shares of our common stock to the
plaintiff.


Item 2. CHANGES IN SECURITIES

         During the quarter ended March 31,2005,  the Company  issued  1,051,589
shares to 4 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 $0.20 to $0.30 per share.

      On or about March 28, 2005, the Company  ("RMI") entered into a Securities
Purchase  Agreement,  Periodic  Investment  Agreement,  and Registration  Rights
Agreement  (collectively,  the  "Agreement")  with Wings Fund, Inc.  pursuant to
which Wings Fund, Inc.  agreed to purchase up to $3,500,000  worth of the common
stock of RMI (the  "Common  Stock").  At the  closing  on March  28,  2005  (the
"Closing Date"), Wings Fund, Inc. purchased 5,000,000 shares of Common Stock for
a purchase price of $500,000.  The remaining  $3,000,000 will be funded by Wings
Fund,  Inc. at RMI's  discretion  in monthly  increments  of up to $250,000 (the
"Monthly Purchases") within twelve months after a Registration Statement on Form
SB-2 or other  appropriate  form (the  "Registration  Statement")  covering  the
Common Stock purchased and to be purchased by Wings Fund,  Inc.  pursuant to the
Agreement is declared effective by the Securities and Exchange  Commission.  The
price per share of the Common Stock for the Monthly Purchases will be 60% of the
volume  weighted  average  price  ("VWAP")  of the  Common  Stock as  quoted  by
Bloomberg,  LP over  the  twenty  (20)  trading  days  prior to the date of each
Monthly  Purchase.  VWAP will be  calculated  by adding the dollar value of each
transaction in RMI's Common Stock (price times number of shares traded), divided
by the total volume of shares of Common Stock traded for the trading day.  There
will be a minimum of twenty (20)  trading days between  Monthly  Purchases.  RMI
filed the  Registration  Statement  (the "Filing  Date").  RMI will use its best
efforts  to cause the  Registration  Statement  to become  effective  within one
hundred twenty (120) days from the Filing Date (the  "Effective  Date").  If the
Registration  Statement has not been declared  effective by the Effective  Date,
RMI will be liable to Wings Fund,  Inc. for liquidated  damages in the amount of
200,000 shares of Common Stock for every thirty (30) day period the Registration
Statement has not been filed or declared effective, as the case may be.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None

                                      -13-
<PAGE>

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, 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.

         Form 8-K Report filed on March 30, 2005.



                                      -14-
<PAGE>



                                   SIGNATURES

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

Dated: May 25, 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: May 25, 2005
      --------------------------------------
    Jonathan Lei, Chairman of the Board,
    Chief Executive Officer, President
    Chief Financial Officer, and Secretary

By:  \s\ Louie Ucciferri                                    Dated: May 25, 2005
     ---------------------------------------
    Louie Ucciferri, Director


By:  \s\ Tom Djokovich                                      Dated: May 25, 2005
     ---------------------------------------
    Tom Djokovich, Director




                                      -15-