SecProbe.io

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Mail Stop 0308
      June 2, 2005

Jonathan Lei
President
Roaming Messenger, Inc.
50 Castilian Drive, Suite A
Santa Barbara, CA 93117

      Re:	Roaming Messenger, Inc.
      Registration Statement on Form SB-2
      Filed May 3, 2005
		File No. 333-124600
		Form 10-KSB for Fiscal Year Ended June 30, 2004
		Form 10-QSB for Fiscal Quarter Ended March 31, 2005
		File No. 0-13215

Dear Mr. Lei:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Registration Statement Facing Page
1. We note that the calculation of registration fee table is based
on
the price of your common stock on April 27, 2005.  We also note
that
these common stock you are registering relates to a periodic
equity
investment agreement in which the number of shares to be issued is
based upon a discount to the market price of the common shares.
Accordingly, please confirm to us as follows:

* You have registered a good faith estimate of the maximum number
of
shares you may issue periodic equity agreement;
* You will not rely on Rule 416 if the market price of the common
shares results in you having insufficient shares; and
* You will file a new registration statement to cover the resale
of
any additional shares in the event that the number of shares
actually
issued exceeds the number of shares that you have included in the
registration fee table.
      In this regard, adjust the registration fee if necessary.

Prospectus Cover Page
2. Please highlight your cross reference to your risk factors.
See
Item 501(a)(5) of Regulation S-B.

Summary
3. Please clarify in your summary, if accurate, that Roaming
Messenger is a new product that has not generated any revenues.
In
this regard, more clearly but briefly articulate your current and
historic sources of revenues.
4. Also, the nature and impact of your Roaming Messenger product
is
unclear.  Please revise your summary to briefly clarify exactly
how
it works and its advantages over other readily available
communication devices.
5. Further, we note your references to the use of Roaming
Messenger
in homeland security, military operations, emergency response and
enterprises automation.  Are these the primary markets for your
product?   Are there other markets in which the product may be
used?
Please revise to briefly clarify.
6. Please add a disclosure to this section that briefly summarizes
the potential negative impact and limits of the periodic equity
agreement.  In this regard, you should summarize the potential
dilutive effect, the potential change in control impact, the
potential impact on your liquidity, and limits of your ability to
make draws under the agreement.

Risk Factors, page 2
7. In general, descriptions of risks that describe circumstances
that
could apply equally to other businesses that are similarly
situated,
are generic risks that should not be included in your risk factor
section.  Please either eliminate these generic risks, or revise
them
to state specific material risks to your company or to the
purchasers
in this offering.  For example, we note that the following risk
factors appear to contain generic disclosures:
* We may be subject to government regulation, page 4
* We are dependent upon the operation of the Internet..., page 4
* If our system security is breached, our reputation could
suffer...,
page 4

Please note these are examples only.  Review your entire risk
factor
section and revise as necessary.
8. Also, some of your risk factor discussions are vague.  Present
the
risk in more concrete terms so the reader can assess the magnitude
of
the risk.  For example, please revise the following risk factors
to
present the risk in more concrete terms:
* We may need to raise additional capital..., page 2
* We may not be able to successfully develop..., page 2
* Our success is dependent upon increasing acceptance..., page 2

Please note these are examples only.  Review your entire risk
factor
section and revise as necessary.
We have a history of losses, expect continued losses ..., page 2
9. Currently, it appears that you are including more than one risk
factor under this subheading.  For example, you appear to discuss
your losses and the fact that your auditors have qualified their
opinion concerning your ability to continue as a going concern.
While these are related matters, please avoid bundling risk and if
a
risk is material, provide it with its own descriptive subheading.

Risk related to our current Periodic Equity Investment Agreement,
page 5.
10. Please add a risk factor that address the risk that the number
of
shares you issue in connection with a draw down under the periodic
equity investment agreement will be based upon a discount to the
then-prevailing market price and, as a result, the lower the stock
price at the time of the draw down, the more common shares the
shareholder will receive.  To the extent that Wings as selling
security holder receives and then sells its common stock, the
common
stock price may decrease due to the additional shares in the
market.
This could allow Wings to receive even greater amounts of common
stock, the sales of which would further depress the stock price.
11. Also, please add discussions reflecting the following risks,
or
advise us why you believe they are not appropriate.  This
disclosure
need not and should not duplicate the discussion elsewhere in your
prospectus, but should only highlight these risks.  You should,
however, include supporting background disclosure in the rest of
the
prospectus, as appropriate, to set these and the above risks in
context.  In all cases, provide clear, concise, and understandable
disclosure focusing on the effect these items have on your
shareholders.  Logically organize your risk factors and separately
caption separate risks:

* Restrictions on being able to draw down on the financing, such
that
it may not be available to meet liquidity needs when you need it.
* Liquidated damages and other penalties associated with the
financing.  For example, are there certain triggering events
relating
to the timetable for registration of the resale of the common
stock
that can cause additional payments and default events?
* Any covenants and other prohibitions restricting your business
and
actions, particularly a restriction on additional capital raising
activities and the right of first refusal in the subscription
agreement.
* Any difficulties the equity line arrangement has on maintaining
a
stock listing on quotation systems other than the Pink Sheets,
such
as difficulties in complying with listing standards.  See, e.g.,
the
NASD Interpretive Material Regarding Future Priced Securities and
the
American Stock Exchange`s interpretive materials regarding future
priced securities.
12. We note that Section 7.2(g) of the periodic equity investment
agreement contains a limitation on the percentage of shares Wings
may
own.  Please add a risk factor addressing this fact, including how
it
may limit your ability to obtain proceeds under the periodic
equity
agreement.  In this regard, however, please also clarify that that
Wings has the right to waive that limitation.

There are a large number of shares underlying our periodic equity
agreement..., page 5
13. It appears you should unbundle the risk regarding a possible
change of control and place it under its own caption.  Please
refer
to prior comment 9.

Use of Proceeds, page 7
14. Please review and if necessary revise the arithmetic of your
use
of proceeds chart.  You state that your offering expenses are
$30,000
but it appears from the chart that you used $25,000.
15. Please revise your disclosure to add a chart that discloses
the
maximum amount of proceeds you would receive from the sale by the
selling shareholder assuming that 25%, 50% and 100% of the shares
are
sold.

Management`s Discussion and Analysis or Plan of Operation, page 7
16. Please refer to prior comments 3-5.  Your discussion here also
should clarify your present and historic business and sources of
revenues.
17. We note that your management`s discussion and analysis does
not
address the material implications of the uncertainties associated
with the methods, assumptions and estimates underlying your
critical
accounting estimates.  Please tell us why you believe that it is
appropriate that you do not discuss any accounting estimates you
deem
to be critical to your operations.  Please be aware that such
discussion should supplement, not duplicate, the description of
accounting policies already disclosed in the notes to your
financial
statements. Include the following qualitative and quantitative
considerations:

* Whether these estimates bear the risk of change from either
uncertainty in your assumptions or the level of difficulty to
measure;
* Quantify how accurate your assumptions have been in the past in
comparison to actual results;
* Quantify whether the estimates or assumptions have changed
materially in the past or are reasonably expected to change
materially in the future; and
* Quantify the impact on the quality of your earnings if these
estimates changed by a single percentage point.

See Section V of SEC Release No. 33-8350.

Results of Operations, page 8
18. We note that you have not provided a discussion regarding the
six
month period ended December 31, 2004.  Please revise your
disclosures
accordingly.  See 303(b)(1) and (2) of Regulation S-B.
19. Please revise to provide greater detail concerning the factors
that have impacted your sources of revenues, cost and expenses,
particular where there has been a significant period-to-period
change.  For example, we note that in the second paragraph on page
8
that your total costs and expenses nearly doubled, yet you do not
clarify the reason for this increase.  As another example, in your
discussion of selling, general and administrative costs for the 12
months ended June 30, 2004 compared to the same period in the
prior
year, you have identified several factors that have resulted in a
significant increase in expenses. Please separately quantify the
impact of legal fees, bad debt expense, investor relations
expenses,
and payroll expense on the total increase.

20. Please refer to the fifth paragraph on page 8.  The language
concerning your growth strategy, particularly the reference to
"access to install based of customers," is confusing.  Please
revise
accordingly.

Liquidity and Capital Resources, page 9
21. Your statement that you anticipate obtaining the necessary
working capital to execute your business plan does not appear to
clearly disclose known trends or uncertainties related to your
cash
flows, capital resources or liquidity.  Your discussion of
liquidity
and capital resources should quantitatively identify how you
expect
to meet your short and long-term cash requirements and maintain
operations, disclose your reliance on issuing common shares as a
form
of liquidity, the probability this financing method will continue
to
be available to you in the future and the potential dilutive
effects
of issuing additional shares under the periodic equity investment
agreement.  Please revise accordingly.  See Item 303 of Regulation
S-
B and Section IV of SEC Release No. 33-8350.
22. Also, please revise here to fully address the potential impact
of
the periodic equity agreement on your liquidity and the related
risk
of the under the periodic equity agreement that you have and will
discuss in your Risk Factor section.

Business, page 10
23. We note that you have provided extensive information about
Roaming Messenger.  However, from your discussion it is not clear
what the current status of the product is.  For example, is it
producing revenues?  If not, when do you expect revenues?  Have
you
executed any material contracts for the product?  Please revise
accordingly.  Please also refer to prior comments 3-5.  The
revisions
in response to those comments reflect summary disclosure.  You
should
expand upon the revisions by providing more detail here in the
Business section.
24. Also, you need to discuss your current business, your current
products and sources of revenues.  In particular, you should
provide
greater detail concerning Warp 9`s products, business and
revenues.

Competition, page 13
25. Please revise to provide a more detailed description of the
competitive environment in the industries or markets that you
operate
in, your position in that environment, and the methods of
competition.  See Item 101(b)(4) of Regulation S-B.

Directors and Executive Officers, page 14
26. Item 401(a)(4) of Regulation S-B requires that you provide a
brief description of your officers and directors business
experience
during the last five years.  We note that in the description of
the
background of the directors and officers that there is no
disclosure
about Mr. Dhillon for the year 1999 and about Mr. Djokovich for
the
year 2003.  Please revise or advise.

Market for Common Equity and Related Stockholder Matters, page 19
27. Please update your information here through March 31, 2005.

Selling Shareholder, page 21
28. Please disclose the person that has the voting or investment
control over the shares held by Wings Fund, Inc.  Please see I.60
of
the Division of Corporation Finance`s Manual of Telephone
Interpretations Manual (July 1997) and 4S of the Regulation S-K
section of March 1999 supplement to the manual.

Plan of Distribution, page 23
29. Please refer to the second and third paragraphs on page 24.
Please be aware that short sales of common stock "against the box"
that are covered with shares subject to this registration
statement
cannot be made before the registration statement becomes
effective.
It is our view that shares underlying the short sale are deemed to
be
sold at the time the sale is made.  As a result, any sale that
occurs
prior to effectiveness of the registration statement would be
inconsistent with Section 5 of the Securities Act.  Please confirm
your understanding.

Where you can find more information, page 24
30. Please delete the reference to the commission`s Chicago and
New
York offices as these public reference rooms have been closed.

Financial Statements
31. The financial statements included in your registration
statement
are as of a date more than 135 days prior to your expected
effective
date.  Please update the registration statement with the unaudited
financial statements for the three month period as of March 31,
2005.
See Rule 3-12(a) of Regulation S-X.

Notes to Consolidated Financial Statements, page F-6

2. Summary of Significant Accounting Policies, page F-6

Revenue Recognition, page F-7
32. We note you disclose most of your revenue is generated from
monthly fees associated with web based applications. Tell us in
more
detail about your other sources of revenues, how comparatively
significant these sources are with total revenues and how you
account
for these revenues.
33. Please expand your policy disclosure to cite the adopted
accounting guidance for your deployment pricing and subscription
revenue models specifically as it relates to rights of return,
return
estim