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 DECEMBER 31, 2004

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

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


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


            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  February  15,  2005 the  number  of  shares  outstanding  of the
registrant's only class of common stock was 172,829,615.

         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 December 31, 2004
         (unaudited) and June 30, 2004..................................... 4

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

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

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

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

Item 3   Controls and Procedures........................................... 13

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

Item 5.  Other Information................................................. 14

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

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

                                      -2-
<PAGE>


PART I. FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

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 December  31, 2004 and the  consolidated
statements of operations  for the three months and six months ended December 31,
2004 and 2003, and the consolidated  statements of cash flows for the six months
ended December 31, 2004 and 2003. All  information  included in these  financial
statements is the representation of the management of Roaming Messenger, Inc.

       We conducted our reviews in accordance with standards  established by the
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

February 8, 2005

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

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

                                    ASSETS
                                                                                  (Unaudited)
                                                                                  December 31,            June 30,
                                                                                      2004                  2004
                                                                                ---------------        --------------
CURRENT ASSETS
<S>                                                                             <C>                    <C>
Cash                                                                            $      595,260         $ 1,495,102
Accounts receivable, net of allowance for doubtful account of $0                       132,627             116,407
Prepaids and other current assets                                                       32,000               9,944
                                                                                ---------------        --------------

TOTAL CURRENT ASSETS                                                                   759,887           1,621,453
                                                                                ---------------        --------------

PROPERTY & EQUIPMENT
Furniture, Fixtures & Equipment                                                         87,590              83,225
Computer Equipment                                                                     429,199             278,715
Commerce Server                                                                         50,048              50,048
Computer Software                                                                        4,748               3,535
Leasehold Improvements                                                                  42,194              42,194
                                                                                ---------------        --------------
                                                                                       613,779             457,717
Less: Accumulated depreciation & amortization                                         (302,305)           (261,370)
                                                                                ---------------        --------------

NET PROPERTY & EQUIPMENT                                                               311,474             196,347
                                                                                ---------------        --------------

OTHER ASSETS
Lease deposit                                                                           10,237               7,029
Other assets                                                                             2,714               2,503
                                                                                ---------------        --------------
TOTAL OTHER ASSETS                                                                      12,951               9,532
                                                                                ---------------        --------------

TOTAL ASSETS                                                                    $    1,084,312         $ 1,827,332
                                                                                ===============        ==============

                     LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                                                      $ 58,121            $ 24,892
Accrued liabilities                                                                     32,412              42,093
Officer salaries payable                                                               237,981             243,730
Staff salaries payable                                                                  70,671              46,499
Note payable                                                                            31,000              39,500
Current portion - obligations under capitalized leases                                  55,844              33,631
Stockholder Deposit                                                                     19,875
                                                                                ---------------

TOTAL CURRENT LIABILITIES                                                              505,904             430,345
                                                                                ---------------        --------------

LONG TERM LIABILITIES
Obligations under capitalized leases                                                   108,133              45,059
                                                                                ---------------        --------------

TOTAL LONG TERM LIABILITIES                                                            108,133              45,059
                                                                                ---------------        --------------

 TOTAL LIABILITIES                                                                     614,037             475,404
                                                                                ---------------        --------------

COMMITMENTS AND CONTINGENCIES, note 3

SHAREHOLDERS' EQUITY
Capital Stock                                                                          172,685             172,400
Additional Paid-in Capital                                                           3,975,866           3,871,738
Accumulated deficit                                                                 (3,678,276)         (2,692,210)
                                                                                ---------------        --------------

TOTAL SHAREHOLDERS' EQUITY                                                             470,275           1,351,928
                                                                                ---------------        --------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                      $    1,084,312         $ 1,827,332
                                                                                ===============        ==============
</TABLE>

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

                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS




                                                            Three                 Six                Three                 Six
                                                          months ended         months ended        months ended        months ended
                                                          December 31,         December 31,        December 31,         December 31,
                                                              2004                 2004                2003                 2003
                                                        ---------------       --------------     ----------------       ------------

<S>                                                     <C>                   <C>                <C>                    <C>
REVENUE                                                 $     307,228         $    616,932       $     193,176          $   454,126

COST OF REVENUE                                              (141,030)            (238,588)            (26,753)             (59,951)
                                                        ---------------       --------------     ----------------       ------------

  GROSS PROFIT                                                166,198              378,344             166,423              394,175

OPERATING EXPENSES
Selling, general and administrative expense                   637,312            1,130,687             294,069              509,847
Depreciation and amortization                                  21,777               40,472              13,931               26,814
Research and development                                       66,638              188,752              48,943               85,400
                                                        ---------------       --------------     ----------------       ------------

TOTAL OPERATING EXPENSES                                      725,727            1,359,911             356,943              622,061
                                                        ---------------       --------------     ----------------       ------------

OPERATING LOSS                                               (559,529)            (981,567)           (190,520)            (227,886)
                                                        ---------------       --------------     ----------------       ------------

OTHER INCOME (EXPENSES)
Interest income                                                 4,453                6,610               1,606                1,832
Interest expense                                               (7,110)             (11,107)             (4,457)              (9,156)
                                                        ---------------       --------------     ----------------       ------------

TOTAL OTHER INCOME (EXPENSES)                                  (2,657)              (4,497)             (2,851)              (7,324)
                                                        ---------------       --------------     ----------------       ------------

NET LOSS                                                $    (562,186)        $   (986,064)      $    (193,371)         $  (235,210)
                                                        ===============       ==============     ================       ============


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


WEIGHTED AVERAGE NUMBER
OF SHARES                                                 172,530,810          172,488,310         157,267,191          153,164,415
                                                        ===============       ==============     ================       ============
</TABLE>

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

                                      -5-
<PAGE>
<TABLE>
<CAPTION>

                     ROAMING MESSENGER, INC. AND SUBSIDIARY
                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003
                                                                                      Six                   Six
                                                                                 months ended           months ended
                                                                                  December 31,          December 31,
                                                                                     2004                   2003
                                                                                ---------------        ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                             <C>                    <C>
Net loss                                                                        $    (986,064)         $   (235,210)
Adjustment to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization                                                          40,472                26,814
Warrants issued for services                                                           81,062                     -
Common stock issued for services                                                       17,000                     -
Decrease (increase) in account receivable                                             (16,220)                8,462
Decrease (increase) in prepaid and other assets                                       (24,545)               (8,550)
(Decrease) increase in accounts payable                                                33,229               (28,299)
(Decrease) increase in officer salaries payable                                        (5,749)               15,743
(Decrease) increase in other liabilities                                               14,491               (20,683)
                                                                                ---------------        ----------------

NET CASH USED IN OPERATING ACTIVITIES                                                (846,324)             (241,723)
                                                                                ---------------        ----------------


CASH FLOWS FROM INVESTING ACTIVITIES:
   Employee advances                                                                     (469)                    -
Purchase of property & equipment                                                      (48,596)              (16,196)
                                                                                ---------------        ----------------

NET CASH USED IN INVESTING ACTIVITIES                                                 (49,065)              (16,196)
                                                                                ---------------        ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock, net of costs                                                  6,352             1,164,987
Deposit for shares of common stock                                                     19,875                     -
Payments on notes payable                                                              (8,500)                    -
Payments on capitalized lease obligations                                             (22,180)              (12,072)
                                                                                ---------------        ----------------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                    (4,453)            1,152,915
                                                                                ---------------        ----------------

NET INCREASE (DECREASE) IN CASH                                                      (899,842)              894,996
                                                                                ---------------        ----------------


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

CASH AT END OF PERIOD                                                           $     595,260           $   952,404
                                                                                ===============        ================

Supplementary disclosures:
 Interest paid                                                                  $      11,107           $     9,156
                                                                                ===============        ================

Capitalized leases contracted                                                   $     107,469           $    12,125
                                                                                ===============        ================

</TABLE>

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

                                      -6-
<PAGE>
                     ROAMING MESSENGER, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 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  December  31,  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 0 and
     865,994  shares of Roaming  Messenger,  Inc.  were  granted  during the six
     months ended  December 31, 2004 and 2003,  respectively.  The fair value of
     options granted, which have been estimated at $0 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                         3.60%           3.18%
        Stock volatility factor                         0.40            0.40
        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.

                                       -7-


<PAGE>

                    ROAMING MESSENGER, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 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:
<TABLE>
<CAPTION>

                                                   Three Months      Six Months         Three Months           Six Months
                                                     Ended             Ended               Ended                 Ended
                                                    December          December            December              December
                                                    31, 2004          31, 2004            31, 2003              31, 2003
                                                   ------------      -----------        ------------         -------------
<S>                                                <C>              <C>                 <C>                   <C>
Net loss as reported                               $ (562,186)      $ (986,064)         $  (193,371)          $  (235,210)

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                                      (42,475)          (61,445)                (55)           $   (8,430)
                                                   ------------      -----------        -------------         -------------
Pro forma net loss                                 $ (604,661)      $(1,047,509)        $  (193,426)           $ (243,640)
                                                   ============      ===========        =============         =============
Basic and diluted pro forma loss per share         $    (0.00)      $    (0.00)         $     (0.00)           $    (0.00)
                                                   ============      ===========        =============         =============
</TABLE>

     Warrants
     --------

     On December 31, 2004, the Company has granted  warrants to purchase 271,000
     shares of common stocks at $0.10 per share for consulting  services.  These
     warrants expire on December 31, 2006, and were valued at $53,712.


3.   COMMITMENTS AND CONTINGENCIES

     From time to time,  the  Company is involved  in claims and  lawsuits  that
     arise in the  ordinary  course of business.  In the opinion of  management,
     they are usually resolved without material adverse effects on the Company's
     financial position.

     The  Company is also the  defendant  in a lawsuit  where a  shareholder  is
     claiming breach of contract,  damages and specific  performance relating to
     the  removal of the  restrictive  legend on his  unregistered  shares.  The
     shareholder  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,  based on the opinion
     of its legal counsel, believes that the claim is without merit. The Company
     will  vigorously  defend the  lawsuit,  and has not accrued any  contingent
     liability with respect to this claim. The Company cannot estimate the range
     of potential loss, in the event of an unfavorable judgment.


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

                                       -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

                                      -9-
<PAGE>

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

         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.

         The channel  sales  strategy has been  validated  to be 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.

         During the quarter ended  December 31, 2004,  the Company has increased
its sales and marketing  department  significantly  compared to prior  quarters.
Business development with large potential channel partners are progressing at an

                                      -10-
<PAGE>

acceptable  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 significant revenue is likely to be achieved over
the next  several  quarters  when the  pipeline  results in  tangible  orders as
anticipated.

         During the quarter  ended  December  31,  2004,  the Company  filed two
additional  patent  applications  with the United  States  Patent and  Trademark
Office relating to implementation  details of the Roaming Messenger  technology.
The Company intends to continue  filing more patent  applications to protect new
technical developments as well as business methods of using this technology.

         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
application such as mobile commerce and mobile gaming.

                                      -11-
<PAGE>

         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 install based of customers (ii) complementary  product or
service offerings.

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

         Total revenue for the  three-month  period ending December 31, 2004 was
$307,228 as compared to $193,176 for the three-month  period ending December 31,
2003. The increase of $114,052 was primarily due to the reselling of third party
online marketing services.

         Operating  expenses  increased from $356,943 for the three months ended
December 31, 2003 to $725,727 for the three months ended  December 31, 2004. The
large increase in operating expenses between the two periods is primarily due to
sales and marketing staff as well as increased marketing expenses.

         The  $725,727  operating  expenses  includes  non-cash  charges  of (i)
$17,000 of unregistered stock for engineering  services (ii) $53,712 expense for
the  issuance of warrants to business  development  consultants  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   December  31,  2004,   the   Company's
consolidated  net loss was ($562,186) as compared to a consolidated  net loss of
($193,371) for the three months ended December 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES

         The Company  had cash at  December  31, 2004 of $595,260 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 $253,981
at December 31, 2004 as compared to a net working  capital of $1,191,108 at June
30, 2004. Cash flow utilized by operating  activities was ($846,324) for the six
months  ended  December  31,  2004 as compared to cash  utilized  for  operating
activities of  ($241,723)  during the six months ended  December 31, 2003.  Cash
flow  used in  investing  activities  was  ($49,065)  for the six  months  ended
December 31, 2004 as compared to cash used in investing  activities of ($16,196)
during the six months  ended  December  31,  2003.  Cash flow used by  financing
activities  was ($4,453) for the six months ended  December 31, 2004 as compared
to cash provided by financing  activities  of  $1,152,915  during the six months
ended December 31, 2003.

         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

                                      -12-
<PAGE>

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  second 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,  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. 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,  but will
vigorously defend the lawsuit until it is resolved.

ITEM 2. CHANGES IN SECURITIES

         In November  2004,  the Company  issued 10,000 shares of restricted and
unregistered common stock as in lieu of payment for consulting services.

         In December  2004,  the Company issued 150,000 shares of restricted and
unregistered  Common  Stock  pursuant  to the  exercise  of stock  options by an
employee  with the  Company's  Stock  Option  Plan.  The gross  proceed  of this
exercise was $12,000.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

                                      -13-
<PAGE>


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

None.

ITEM 5. OTHER INFORMATION

None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         EXHIBIT NO.                DESCRIPTION

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

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

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

(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 October 14, 2004

                                      -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: February 15, 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: February 15, 2005
    --------------------------------------
    Jonathan Lei, Chairman of the Board,
    Chief Executive Officer, President
    Chief Financial Officer, and Secretary

By:  \s\ Louie Ucciferri                              Dated: February 15, 2005
     ---------------------------------------
    Louie Ucciferri, Director


By:  \s\ Tom Djokovich                                Dated: February 15, 2005
     ---------------------------------------
    Tom Djokovich, Director









                                      -15-