SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      November 1, 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/A-1
      Filed October 12, 2006
		File No. 333-136972

Dear Mr. Mack:

      We have reviewed your response letter dated October 11,
2006,
and the amended filing, and we 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/A-1 filed October 12, 2006

1. You indicate that you have submitted a request for confidential
treatment.  We have not received the request yet.  Once we receive
the
request, we will review it
and may issue comments.  Depending on the nature of the comments,
you
may be required to revise the related disclosure in the prospectus
and
to refile the exhibit with changes to which portions remain
unredacted.  We will not be in a position to consider a request
for
accelerated effectiveness of the Form SB-2 until all outstanding
issues, including any relating to the request for confidential
treatment, have been resolved.

Our Customers, page 35

2. We note your response to prior comment 8.  Revise to indicate
the
percentage of sales attributable to each customer or, if in the
aggregate these customers account for less than 10% of total
sales, so
indicate.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations,
page 21

Liquidity, page 27

Cost of Sales, page 28

3. Your response to prior comment 21 does not adequately address
the
comment.  Please specify what the cost of sales was for the period
ended December 31, 2005, and compare it against the cost of sales
for
the prior period.  If a change in the cost of sales is attributed
to
more than one factor, please disclose the factors and quantify
each
factor.

4. In response to comment 22 in our letter dated September 28,
2006
you revised the costs of sales discussion to explain that software
costs have not been included in cost of sales since your current
costs
relate to continued development and updates.  We note from your
discussion of critical accounting policies on page 23 that a
portion
of your revenue is recognized from content development services.
As
such, tell us why you believe it is not appropriate to match the
costs
associated with content development with its related revenues.

Operating Expenses, page 28

5. In your response to comment 23 in our letter dated September
28,
2006 you explain that depreciation expense is classified in
general
and administrative expenses.  SAB Topic 11.B provides disclosure
guidance when depreciation is not included as a component of cost
of
sales.  Please revise your disclosure to comply with this
guidance.
Also note that SAB Topic 11.B precludes a company from reporting a
measure of income before depreciation (gross profit).

Business, page 31

6. We note your response to prior comment 26 and reissue the
comment
in part.  Please file as exhibits the contracts with the suppliers
you
have identified.

Intellectual Property, page 41

7. We note your disclosure on page F-19 at Note C where you
indicate
that you purchased software licenses from an unrelated party.
Please
disclose the term of the licenses and discuss their importance to
and
the effect on your business.

Management, page 43

Executive Compensation, page 46

8. In your response to comment 33 in our letter dated September
28,
2006 you explain that the warrant was inadvertently not issued
until
January 2005.  Please tell us whether or not Mr. Ebbert had the
legal
authority to exercise the warrants prior to January 2005.  If not,
it
would seem the measurement date would be the date the warrants
were
issued, and the recognition and measurement provisions of APB No.
25
would need to be applied at that time.

In addition, please tell us why you have included the warrant
granted
to Mr. Ebbert in 2003 in a table that presents warrants granted to
executive officers during the fiscal year ended December 31, 2005

Certain Relationships and Related Party Transactions, page 50

Other Financing Agreements, page 52

9. In response to comment 42 in our letter dated September 28,
2006
you revised the disclosures to refer readers to where they may
find
additional discussion related to your factoring agreement.
However,
the reference provided refers readers to a discussion of stock
based
compensation, rather than to the discussion of the agreements
provided
in Note G.  Please revise your disclosures accordingly.

Description of Capital Stock, page 58

Warrants, page 60

10. We note your response to comment 36 in our letter dated
September
28, 2006 in which you explain that the $56.25 exercise price
reflects
adjustments for reverse stock splits on the original exercise
price of
the warrants.  However, it does not appear that you have revised
the
document to discuss these warrants, nor do the warrants appear to
be
presented in the tables of outstanding warrants in Notes M and N
of
the financial statements.  Please revise your disclosures
accordingly,
or explain to us in further detail why no revision is necessary.

Financial Statements, page F-1

Statements of Cash Flows, page F-9

11. In your response to comment 39 in our letter dated September
28,
2006 you explain that transactions included in the line item
"Issuance
of warrants for short-term borrowings - related parties" are
related
to warrants issued to related parties that were expensed at the
time
of issuance.  Please revise the title to more appropriately
reflect
the underlying transactions included within that line item.

Note F - Bank Lines of Credit and Notes Payable, page F-21

Short-Term Note Payable - Shareholder, page F-21

12. Your response to comment 46 in our letter dated September 28,
2006
you explain that you provided additional disclosure in the notes
to
reflect your reasoning for not recording the debt inducement
expense
until the completion of your initial public offering.  However, we
were unable to locate any such discussion.  Please revise your
disclosures to include a brief discussion of why the costs will
not be
recorded until completion of your initial public offering.  Please
also tell us how you intend to record the debt inducement costs in
your financial statements.

Bridge Notes Payable, page F-22

13. As requested in comment 47 in our letter dated September 28,
2006,
please revise your disclosure to explain why you will record
additional amounts related to the beneficial conversion feature if
and
when your initial public offering is completed.

Note G - Short Term Notes Payable - Related Parties, page F-22

14. As requested in comment 50 in our letter dated September 28,
2006,
please provide us your analysis of EITF 96-19 as it applies to all
notes whose terms were modified during the periods presented.
Please
include any applicable discussion to assist in understanding the
analysis provided.

Note J - Long Term Notes Payable, page F-25

15. In response to comment 49 in our letter dated September 28,
2006
you revised the disclosure to explain that the stock price of
$1.80
was based on an internal valuation of your share price in the
absence
of stock transactions.  Please tell us on what dates these shares,
and
those discussed on page F-29, were issued to the parties.

* * * * *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Mark Wojciechowski at (202) 551-3759 or
Jenifer
Gallagher, Accounting Branch Chief, at (202) 551-3706 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Carmen Moncada-Terry at (202) 551-3687
or, in
her absence, the undersigned, at (202) 551-3740 with any other
questions.

      					Sincerely,

      					H. Roger Schwall
      Assistant Director

cc: 	J. Gallagher
	J. Wojciechowski
      C. Moncada-Terry

	VIA FACSIMILE
	Avron L. Gordon
      Briggs and Morgan, P.A.
      612-977-8650
Mr. Jeffrey C. Mack
Wireless Ronin Technologies, Inc.
November 1, 2006
Page 6

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