SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      September 28, 2006

Via U.S. Mail

Mr. Jeffrey C. Mack
President and Chief Executive Officer
Wireless Ronin Technologies, Inc.
14700 Martin Drive
Eden Prairie, Minnesota 55344

      Re:	Wireless Ronin Technologies, Inc.
		Registration Statement on Form SB-2
      Filed August 29, 2006
		File No. 333-136972

Dear Mr. Mack:

      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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form SB-2

General

1. To minimize the likelihood that we will reissue comments,
please
make corresponding changes where applicable throughout your
document(s).

2. Prior to printing and distribution of the preliminary
prospectus,
please provide us with copies of all artwork and any graphics you
wish to include in the prospectus.  Also provide accompanying
captions, if any.  We may have comments after reviewing these
materials.

3. Please file all omitted exhibits and all material contracts,
including the Agreement with Marshall Special Assets Group, Inc.
Note that we will need additional time to review the exhibits once
they are filed.  We may have further comments.

4. Please avoid duplicative disclosure throughout the filing.  In
this regard, we note your disclosure under "Business Strategy" on
pages 1 and 30.  Please revise.

Cover Page

5. Please revise to condense into one statement the two statements
referring to the underwriter`s option to purchase up to 675,000
additional shares.

Prospectus Summary

6. Provide balanced disclosure identifying the positive as well as
the negative aspects of your business or inhibit disclosure about
your strategic plans and competitive advantages.

7. To the extent practicable, simplify your discussion throughout
this section, avoiding terms with which the reader may not be
familiar or which may require lengthy definition.  In this regard,
it
is not clear exactly what your business does.  Please revise
accordingly.

8. We note that you have included a list of customers for your
products.  Please disclose the basis for including the customers
that
you have selected.  For example, you should indicate, if true,
that
they are your largest customers based on revenues.  In this
regard,
please note that the inclusion of customers based on their name
recognition is not appropriate.

Risk Factors, page 6

9. Avoid statements or clauses that may have the effect of
mitigating
the risks you present.  In this regard, we note that the
subheadings
and the text of your risk factors include clauses, such as "even
if,"
"while we," "if we are unable," "we cannot be sure," "we cannot
predict," "we cannot guarantee," "we cannot predict," and "we
cannot
assure."

10. Please revise the following subheadings to clearly describe
the
risks associated with the facts you describe.  Also note that it
is
not sufficient to merely state that your business, operations, or
revenues may be adversely affected.  Rather, discuss what the
adverse
effect may be:
* "While we anticipate that, based on our current expense levels,
the
net proceeds from this offering will be adequate to fund..." on
page
7;
* "We depend on third party manufacturers, suppliers and service
providers" on page 7;
* "Reductions in hardware costs could adversely affect our
revenues"
on page 8; and
* "If we are unable to successfully implement security measures
protecting our..." page 10.

11. We note your disclosure on page 44 indicating that your
articles
of incorporation provide that your "directors shall not be
personally
liable for monetary damages to" you or your shareholders for a
breach
of fiduciary duty.  Please discuss how such limitation on the
directors` liability may impact your directors` determinations
with
respect to your business and operations.

12. Please discuss how a default on your debt obligations might
impact your financial condition and business.  We note that you
recently defaulted on a debenture that was issued to Spirit Lake
Tribe.

Our future success depends on key personnel and our ability to
attract and retain additional personnel, page 8

13. Please identify those persons you refer to as "key personnel."

Use of Proceeds, page 16

14. Please comply with Item 504 of Regulation S-B and specify how
the
proceeds of the debt being paid with the proceeds of this offering
were used.  Also disclose how you intend to use any offering
proceeds
remaining after the payment of your debt.   It is not sufficient
to
state to that the proceeds were used or will be used for a general
purpose.

15. Please disclose the reasons for conducting this offering, as
required by Item 504 of Regulation S-B.  In this regard, we note
that
you have allocated a portion of the proceeds for the payment of
outstanding debt, but you do not have any specific plans for the
remaining proceeds.

Capitalization, page 17

16. In the capitalization table you present total common stock in
the
June 30, 2006 As Adjusted column as $8,743.  The item discussed in
the narrative as being presented within the As Adjusted column is
the
issuance of 8,333 shares of common stock in lieu of cash interest
payable to the Spirit Lake Tribe. Given the transaction described,
it
is unclear how the amount of common stock issued increased from
$8,460 in the June 30, 2006 Actual column, to $8,743 in the As
Adjusted column.  Please reconcile this difference within your
disclosures and include any corresponding discussion.

17. In addition, we note that the June 30, 2006 As Adjusted column
reflects the issuance of 12% convertible bridge notes.  Further,
we
note that you increased the current portion of the note payable
balance as of June 30, 2006 by $314,466 to reflect this
transaction.
Tell us how you would recalculate this adjustment amount utilizing
the information you have provided in the narrative discussion of
the
pro forma adjustments.  Please revise your discussion to provide
sufficient detail of the components of this adjustment amount.

Management`s Discussion and Analysis of Financial Condition...,
page
21
Critical Accounting Policies and Estimates, page 21

Accounting for Stock-Based Compensation, page 23

18. In the final paragraph of your discussion related to stock-
based
compensation, the last sentence appears to be incomplete.  Please
revise the disclosure to complete the sentence.

Results of Operations, page 25

19. We note your discussion provides limited insight into the
underlying reasons for variances and guidance on whether or not
the
historical results of operations and cash flows are indicative of
expected results.  The objective should be to provide information
about the quality and potential variability of earnings and cash
flow, so readers can ascertain the likelihood that past
performance
is indicative of future performance.  The discussion should also
focus on any known trends, events or uncertainties that have had
or
that are reasonably expected to have a material impact on your
liquidity or income from continuing operations.  Revise your
results
of operations discussion where appropriate.  Please refer to Item
303
of Regulation S-B and FRC Sections 501.12 and 501.13 for further
guidance.

Liquidity, page 26

20. Please disclose whether you have enough funds to meet your
cash
requirements for the next twelve months.

Cost of Sales, page 27

21. Please quantify each of the factors that contributed to the
decrease in the cost of sales.

22. You state that "...the cost of software incurred in the
current
period is presented in operating expenses."  Please disclose why
you
believe it is appropriate to include the costs of such items
within
operating expenses as compared to costs of sales.  As part of your
response, please address the requirements of Rule 5-03(b)(2) of
Regulation S-X which explains that a company should separately
state
the costs associated with the revenues presented on a
disaggregated
basis.

Operating Expenses, page 27

23. You explain that as a result of moving into new space you
incurred higher costs for depreciation.  Please tell us the amount
of
depreciation expense recorded in each of the line items for
operating
expenses and cost of sales for each period.

Liquidity and Capital Resources, page 27

24. We note your auditor`s report includes an explanatory
paragraph
indicating there is substantial doubt about your ability to
continue
as a going concern.  Please disclose specifically within MD&A that
there is substantial doubt about your ability to continue as a
going
concern.  Discuss the pertinent conditions and events that give
rise
to this assessment, the possible effects of such conditions and
events, and management`s plans to address such conditions and
events.
Please refer to Section 607.02 of the Financial Reporting
Codification for additional guidance.

Business, page 30

25. Please provide the disclosure required by Item 101(a) of
Regulation S-B.

26. We note the statement on page 7 that you "rely on third
parties
to manufacture and supply parts and components for [y]our products
and provide order fulfillment, installation, repair services and
technical and customer support."  Please identify the names of
your
principal suppliers, as required by Item 101(b)(5) of Regulation
S-B.
Also file as exhibit the contracts with such suppliers.

Industry Background, page 31

27. Please identify any sources you reference to support
assertions
about your business or operations.  Also confirm that such sources
are publicly available for a de minimis amount.

Our Customers, page 34

28. Please disclose whether any of the identified customers
account
for more than 10 percent of your revenues and, if so, specify the
percentage of revenues such customer accounts for.

Agreement with Marshall Special Assets Group, Inc., page 39

29. We note that you entered into this agreement in May 2004.
Please
disclose whether you have received any payments pursuant to this
agreement since October 2004.

Intellectual Property, page 40

30. Please disclose whether you have entered into any licensing
agreements and, if so, describe the material terms of such
agreements.

 Competition, page 40

31. If practicable, please disclose your competitive position
among
the identified competitors.

Management, page 42

32. Please disclose Mr. Thomas J. Moudry`s place of employment
between July 2003 and June 2005.

Management, page 42

Executive Compensation, page 45

33. Within the table of Option Grants in Last Fiscal Year, you
present a warrant granted to Mr. Ebbert to purchase 27,778 common
shares at an exercise price of $0.09 per share.  Please tell us if
you recognized any compensation expense in conjunction with the
granting of this warrant.  If not, please tell us the reasons why,
including any applicable accounting literature you used to support
your position.

34. We note that you awarded the named executive officers warrants
that are not included in the Summary Compensation Table.  Please
discuss the reasons for awarding the warrants.  If the warrants
were
awarded in compensation for services provided to you, tell us why
the
warrants were not included in the compensation table.

Certain Relationships and Related Party Transactions, page 49

35. Please disclose whether the factoring agreement entered into
with
Barry W. Butzow and Stephen E. Jacobs was on terms no less
favorable
than could have been obtained from an unaffiliated third party.

Description of Capital Stock, page 57

Warrants, page 59

36. You explain that your warrants are currently exercisable at
prices ranging from $0.09 to $56.25.  We are unable to locate a
discussion of warrants issued with an exercise price of $56.25.
This
price range is also inconsistent with the disclosures provided in
Notes M and N to your financial statements.  Please revise the
range
of exercise prices to the extent necessary, or include a
discussion
of the warrants issued with an exercise price of $56.25, and
correct
the tables presented in Notes M and N of the financial statements.

Underwriting, page 63

37. Please disclose the conditions that must be satisfied to
trigger
the underwriter`s obligation to purchase the securities.

38. Please explain the meaning of the term "non-accountable
expense."

Financial Statements, page F-1

Statements of Cash Flows, page F-9

39. We note that you present a line item within the reconciliation
of
net loss to net cash used in operating activities titled "Issuance
of
Warrants for Short-Term Borrowings - Related Parties."  Please
tell
us the nature of the transactions that are included within this
line
item, and why you believe they are appropriately presented as a
reconciling item in the statements of cash flows.,

General

40. We note you raised capital through the issuance of convertible
notes with shares of common stock and warrants to purchase common
stock.    We further note the shares of common stock and warrants
carry registration rights.  SFAS 133 and EITF 00-19 contain
guidance
regarding the classification and measurement of warrants as well
as
instruments with embedded and freestanding conversion features.
Please submit the analyses that you performed, considering this
guidance, in determining the appropriate accounting for the
warrants
you have issued and any embedded derivatives.  If you require
further
clarification, you may refer to Section II.B of Current Accounting
and Disclosure Issues, located on our website at the following
address:

http://www.sec.gov/divisions/corpfin/acctdis120105.pdf

Note A - Summary of Significant Accounting Policies, page F-11

2. Cash and Cash Equivalents, page F-12

41. You explain that you classify deposits and other liquid
investments with original maturities of six months or less as cash
equivalents.  The guidance provided in paragraph 8 of SFAS 95
explains that generally, only investments with original maturities
of
three months or less qualify as cash equivalents.  Please tell us
why
you believe your investments with original maturities of greater
than
three months qualify as cash equivalents.

3. Accounts Receivable, page F-12

42. We note from your disclosure on page 51 that you entered into
a
factoring agreement whereby you agreed to assign and sell certain
receivables to related parties.  Please expand your policy
discussion
to provide the applicable disclosures required by SFAS 140.  In
addition, within the discussion on page 51, refer the reader to
where
they may find more information regarding the accounting treatment
applied to the receivable sales.

Note B - Concentration of Credit Risk, page F-18

43. We note that you have combined the sales of your major
customers
and reported total percentages of sales amounts for the years
ended
December 31, 2005 and 2004 and the interim periods ended June 30,
2005 and 2006.  Please comply with paragraph 39 of SFAS 131 and
disclose the percentage of sales from each major customer.

Note C - Inventories, page F-18

44. We note your inventory balance as of December 31, 2004
includes
costs for software licenses