Unassociated Document

ROAMING MESSENGER, INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2004 AND 2003

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2004

ACCOUNTANTS' REVIEW REPORT

CONTENTS

	PAGE

Report of Independent Auditors	F-1

Consolidated Balance Sheets	F-2

Consolidated Statements of Operations	F-3

Consolidated Statements of Changes in Shareholders' Deficits	F-4

Consolidated Statements of Cash Flows	F-5

Notes to Consolidated Financial Statements	F-6

Condensed Consolidated Financial Statements	F-17

Balance Sheets as of December 31, 2004 (unaudited) and June 30, 2004	F-18

Statements of Operations for the Three Months and Six Months ended December 31, 2004 and 2003 (unaudited)	F-19

Statements of Cash Flows for the Six Months ended December 31, 2004 and 2003 (unaudited)	F-20

Notes to Condensed Consolidated Financial Statements (unaudited)	F-21

INDEPENDENT AUDITORS' REPORT

To the Board of Directors

Roaming Messenger, Inc.

We have audited the accompanying consolidated balance sheets of Roaming Messenger, Inc. (a Nevada Corporation) and Subsidiary (collectively referred to as the "Company") as of June 30, 2004 and 2003 and the related consolidated statements of operations, shareholders' deficit and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards established by the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Roaming Messenger, Inc. and Subsidiary as of June 30, 2004 and 2003, and the consolidated results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 2 to the consolidated financial statements, the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Rose, Snyder & Jacobs

Rose, Snyder & Jacobs

A Corporation of Certified Public Accountants

Encino, California

September 10, 2004

F-1

ROAMING MESSENGER, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

JUNE 30, 2004 AND 2003

	2004			2003

CURRENT ASSETS
Cash	$	1,495,102		$	57,408
Accounts receivable, net of allowance for doubtful account of - $20,000 and $0		116,407			76,898
Prepaids and other current assets		9,944			32,860
TOTAL CURRENT ASSETS		1,621,453			167,166

PROPERTY & EQUIPMENT, notes 3 and 4
Furniture, Fixtures & Equipment		83,225			75,658
Computer Equipment		278,715			152,023
Commerce Server		50,048			50,000
Computer Software		3,535			3,535
Leasehold Improvements		42,194			42,194
		457,717			323,410
Less: Accumulated depreciation & amortization		(261,370	)		(200,770	)

NET PROPERTY & EQUIPMENT		196,347			122,640

OTHER ASSETS
Lease deposit		7,029			7,029
Other assets		2,503			2,261
TOTAL OTHER ASSETS		9,532			9,290
TOTAL ASSETS	$	1,827,332		$	299,096


LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable	$	24,892		$	45,399
Accrued liabilities		42,093			42,042
Officer salaries payable		243,730			307,366
Staff salaries payable		46,499			23,447
Note payable, note 4		39,500			50,000
Current portion - obligations under capitalized leases, note 3		33,631			15,348
TOTAL CURRENT LIABILITIES		430,345			483,602

LONG TERM LIABILITIES
Obligations under capitalized leases, note 3		45,059			17,345

TOTAL LONG TERM LIABILITIES		45,059			17,345

TOTAL LIABILITIES		475,404			500,947

COMMITMENTS AND CONTINGENCIES, note 9

SHAREHOLDERS' DEFICIT, note 7
Capital Stock		172,400			147,912
Additional Paid-in Capital		3,871,738			1,306,502
Accumulated deficit		(2,692,210	)		(1,656,265	)
TOTAL SHAREHOLDERS' DEFICIT		1,351,928			(201,851	)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	1,827,332		$	299,096

See independent auditors' report and notes to consolidated financial statements.

F-2

ROAMING MESSENGER, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED JUNE 30, 2004 AND 2003

	2004			2003

REVENUE, notes 2 and 10	$	953,772		$	899,732

Cost of revenue, note 2		132,404			106,011
Selling, general and administrative expenses, notes 7 and 8		1,474,106			999,135
Depreciation and amortization		60,231			49,162
Research and development		315,061			145,004
TOTAL COSTS AND EXPENSES		1,981,802			1,299,312
OPERATING LOSS		(1,028,030	)		(399,580	)

OTHER INCOME (EXPENSES)
Interest income		7,116			--
Interest expense		(15,031	)		(24,467	)
TOTAL OTHER INCOME (EXPENSES)		(7,915	)		(24,467	)
NET LOSS	$	(1,035,945	)	$	(424,047	)
Basic and diluted loss per share	$	(0.01	)	$	(0.00	)
Weighted average number of shares		161,432,015			133,280,601

See independent auditors' report and notes to consolidated financial statements.

F-3

ROAMING MESSENGER, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT

FOR THE YEARS ENDED JUNE 30, 2004 AND 2003

	Additional
	Paid-in		Accumulated								Common
	Capital		Deficit		Total			Shares			Stock

Balance, July 1, 2002		128,944,924	$	128,945	$	968,628		$	(1,232,218	)	$	(134,645	)
Issuance of common stock, note 7		4,363,013		4,363		344,598			--			348,961
Issuance of warrants, note 8		--		--		20,000			--			20,000
Recapitalization, notes 6 and 7		14,604,098		14,604		(26,724	)		--			(12,120	)
Net loss		--		--		--			(424,047	)		(424,047	)
Balance, June 30, 2003		147,912,035	$	147,912	$	1,306,502		$	(1,656,265	)	$	(201,851	)
Issuance of common stock, note 7		24,487,579		24,488		2,515,236			--			2,539,724
Issuance of warrants, note 8		--		--		50,000			--			20,000
Net loss		--		--		--			(1,035,945	)		(1,035,945	)
Balance, June 30, 2004		172,399,614	$	172,400	$	3,871,738		$	(2,692,210	)	$	1,351,928

See independent auditors' report and notes to consolidated financial statements.

F-4

ROAMING MESSENGER, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30, 2004 AND 2003

	2004			2003
OPERATING ACTIVITIES
Net loss	$	(1,035,945	)	$	(424,047	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization 60,231		49,161
Expenses paid with shares of common stock		82,917			107,683
Issuance of warrants and stock options		50,000			20,000
Changes in assets - (increase) decrease:
Accounts receivable		(39,509	)		4,914
Prepaid expenses and other current assets		(5,602	)		(409	)
Changes in liabilities - increase (decrease):
Officer salaries payable		(63,636	)		60,767
Accounts payable		(20,506	)		(52,589	)
Staff salaries payable & other liabilities		23,857			16,400
NET CASH USED BY OPERATING ACTIVITIES		(948,193	)		(218,120	)

INVESTING ACTIVITIES
Purchase of property & equipment		(64,684	)		(4,683	)

NET CASH USED BY INVESTING ACTIVITIES		(64,684	)		(4,683	)

FINANCING ACTIVITIES
Issuance of common stock, net of costs		2,485,324			215,641
Payments on note payable		(10,500	)		-
Payments on capitalized lease obligations		(24,253	)		(22,524	)

NET CASH PROVIDED BY FINANCING ACTIVITIES		2,450,571			193,117

NET INCREASE (DECREASE) IN CASH		1,437,694			(29,686	)
Cash at beginning of year		57,408			87,094
Cash at end of year	$	1,495,102		$	57,408

Supplemental disclosure of cash flow information
Cash paid during the years for:
Interest	$	15,031		$	24,467
Income taxes	$	800		$	800

See independent auditors' report and notes to consolidated financial statements.

F-5

ROAMING MESSENGER, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004 AND 2003

1.	ORGANIZATION

Roaming Messenger, Inc., formerly known as Latinocare Management Corporation ("LMC), originally known as JNS Marketing, Inc. was incorporated in Colorado in 1983, and then reincorporated in Nevada. LMC was engaged in the business of managing LatinoCare Network Medical Group ("LNMG"), an Independent Physician Association ("IPA") primarily servicing the growing Latin American community in the United States, and in particular in California. Due to a dispute with LNMG, LMC was forced to lay off its employees and close its business.

On April 1, 2003, LMC a publicly traded company, entered into a Plan and Agreement of Reorganization which resulted in Warp 9, Inc. ("Warp 9") becoming a wholly-owned subsidiary of LMC. In connection with the becoming a wholly-owned subsidiary of LMC. In connection with the transaction, all officers and directors of LMC resigned and were replaced by the management team and directors of Warp 9. Subsequently, LMC was renamed to Roaming Messenger Inc. by the new board of directors. Although from a legal perspective, Roaming Messenger, Inc. acquired Warp 9, Inc., the transaction is viewed as a recapitalization of Warp 9, Inc., accompanied by an issuance of stock by Warp 9, Inc. to the shareholders of Roaming Messenger, Inc. This is because Roaming Messenger, Inc. did not have operations immediately prior to the transaction, and following the transaction, Warp 9, Inc. was the operating company.

Warp 9, Inc. was incorporated in the state of Delaware, under the name of eCommerceland, on August 27, 1999. The Company, based in Goleta, California, began operations October 1, 1999. Prior to October 1, 1999, the Company was operated as WARP 9 Technologies, LLC ("LLC"), a California limited liability company. LLC was merged with and into eCommerceland effective at its close of business, September 30, 1999, and on December 21, 2000 changed its name to Warp 9, Inc. For accounting and reporting purposes, the "merger" was considered a continuation of the same business, under a different type of entity. The operations and ownership of Warp 9, Inc. were substantially the same as LLC. The Company's primary source of income is service of their Warp 9 contracts, which relates to Internet data service and fully hosted web based software products.

Roaming Messenger, Inc. and Warp 9, Inc. (collectively referred to as the "Company")'s strategy is to provide a proprietary solution for real-time communication over wired and wireless devices. The Company's flagship product, Roaming Messenger, is a system for delivering real-time information 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 getting responses in real-time.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GOING CONCERN

The accompanying consolidated 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. The Company has funded its operation through the sale of its common stock through private offerings. As discussed in note 12, the Company is selling securities through a Private Placement Memorandum. Management believes, but there is no assurance, that the Company will obtain the additional working capital that it needs through the sale of its Common Stock. The Company has incurred operating deficits since inception, which are expected to continue until its business model is fully developed.

See independent auditors' report.

F-6

ROAMING MESSENGER, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004 AND 2003

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

ACCOUNTS RECEIVABLE

The Company extends credit to its customers, who are located primarily in California. Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers' financial condition. Management reviews accounts receivable on a regular basis, based on contracted terms and how recently payments have been received to determine if any such amounts will potentially be uncollected. The Company includes any balances that are determined to be uncollectible in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off. Based on the information available, management believes the Company's accounts receivable are all collectible.

REVENUE RECOGNITION

The Company recognizes income when the service is provided or when product is delivered. Most of the income is generated from monthly fees from clients who subscribe to the Company's fully hosted web products on terms ranging from six months to one year. When the term ends, clients normally go on a month-to-month basis or extend the contract for another six months to one year.

COST OF REVENUE

Cost of revenue includes the direct costs of operating the Company's network, including telecommunications charges, and software and hardware related costs.

RESEARCH AND DEVELOPMENT

Research and development costs are expensed as incurred. Total research and development costs were $315,061 and $145,004 for the years ended June 30, 2004 and 2003, respectively.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the allowance for doubtful accounts, the estimate of useful lives of property and equipment, the deferred tax valuation allowance, and the fair value of stock options. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. As of June 30, 2004 and 2003, the Company's capital lease obligations and notes payable have stated borrowing rates that are consistent with those currently available to the Company and, accordingly, the Company believes the carrying value of these debt instruments approximates their fair value.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, and are depreciated or amortized using the straight-line method over the following estimated useful lives:

Furniture, fixtures & equipment			7 years
Computer equipment			5 years
Commerce server			5 years
Computer software			3-5 years
Leasehold improvements			Length of the lease

See independent auditors' report.

F-7

ROAMING MESSENGER, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004 AND 2003

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

PROPERTY AND EQUIPMENT (CONTINUED)

Property and equipment includes assets leased under capitalized leases with an original cost of $115,084 and $57,660 at June 30, 2004 and 2003, respectively. Amortization of assets under capitalized leases is included in depreciation and amortization expense. During the years ended June 30, 2004 and 2003, additions to fixed assets through capitalized leases totaled $70,250 and $21,701, respectively.

CONCENTRATIONS OF BUSINESS AND CREDIT RISK

The Company operates in a single industry segment. The Company markets its services to companies and individuals in many industries and geographic locations. The Company's operations are subject to rapid technological advancement and intense competition in the telecommunications industry.

Accounts receivable represent financial instruments with potential credit risk. The Company typically offers its customers credit terms. The Company makes periodic evaluations of the credit worthiness of its enterprise customers and other than obtaining deposits pursuant to its policies, it generally does not require collateral. In the event of nonpayment, the Company has the ability to terminate services.

ADVERTISING COSTS

The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $20,156 and $21,128 for the years ended June 30, 2004 and 2003, respectively.

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.

NET LOSS PER SHARE

Net loss per common share is computed using the weighted average number of common shares outstanding during the periods presented. Options to purchase shares of the Company's stock under its stock option plan and warrants may have a dilutive effect on the Company's earnings per share in the future but are not included in the calculation for 2003 and 2002 because they have an antidilutive effect in these periods.

INCOME TAXES

The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized.

See independent auditors' report.

F-8

ROAMING MESSENGER, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004 AND 2003

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

RECENT ACCOUNTING PRONOUNCEMENTS

In January 2003, the FASB issued Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities. This interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements, addresses consolidation of variable interest entities. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary if the entity does not effectively disperse risks among the parties involved. The provisions of FIN 46 are effective immediately for those variable interest entities created after January 31, 2003. The provisions are effective for the first period beginning after June 15, 2003, for those variable interests held prior to February 1, 2003. The Company has no variable interest entities and accordingly does not believe the adoption of this Interpretation will have a material impact on the Company's financial position or results of operations.

In April 2003, the FASB issued SFAS 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, which amends SFAS 133 for certain decisions made by the FASB Derivatives Implementation Group. In particular, SFAS 149 (1) clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative, (2) clarifies when a derivative contains a financing component, (3) amends the definition of underlying to conform it to language used in FASB interpretation number (FIN) 45, and (4) amends certain other existing pronouncements. SFAS 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. In addition, most provisions of SFAS 149 are to be applied prospectively. The Company does not expect that the provisions of this statement will have a material impact on the Company's financial statements.

In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS 150 improves the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity. SFAS 150 requires that those instruments be classified as liabilities in statements of financial position. SFAS 150 is effective for interim periods beginning after June 15, 2003. The Company does not expect this statement to have a material impact on its financial statements.

In December 2003, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 104 (SAB 104), "Revenue Recognition", which supersedes SAB 101, "Revenue Recognition in Financial Statements." SAB 104's primary purpose is to rescind the accounting guidance contained in SAB 101 related to multiple-element revenue arrangements that was superseded as a result of the issuance of EITF 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables" and to rescind the SEC's related "Revenue Recognition in Financial Statements Frequently Asked Questions and Answers" issued with SAB 101 that had been codified in SEC Topic 13, "Revenue Recognition." While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue Recognition principles of SAB 101 remain largely unchanged by the issuance of SAB 104, which was effective upon issuance. The adoption of SAB 104 did not have a material effect on the Company's financial position or results of operations.

See independent auditors' report.

F-9

ROAMING MESSENGER, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004 AND 2003

3.	OBLIGATIONS UNDER CAPITALIZED LEASES

Lessor	Description		2004		2003

B of A		Payable in monthly installments of $1513, interest at 6.8%, matures in April, 2007.	$	46,651	$	--
GE		Payable in monthly installments of $710, interest at 12.8%, matures in October 2006.		16,360		--
C.I.T.		Payable in monthly installments of $166, interest at 18%, matures in October, 2003.		--		641
Amano		Payable in monthly installments of $285, interest at 15%, matures in December, 2003.		--		1,374
Avaya		Payable in monthly installments of $655, interest at 16%, matures in December, 2004.		3,753		12,089
GE		Payable in monthly installments of $348, interest at 13%, matured in October 2005.		5,094		8,379
Dell		Payable in monthly installments of $200, interest at 13%, matures in January 2006.		3,407		5,255
Dell		Payable in monthly installments of $203, interest at 21%, matures in February 2006.		3,425		4,955
				78,690		32,693
		Less current portion		33,631		15,348
		Long-term portion of obligations under capitalized leases	$	45,059	$	17,345

Minimum annual lease payments under capitalized lease obligations at June 30, 2004 are as follows:

Fiscal Year

2005	$	39,635
2006		30,699
2007		17,975
		88,309
Less amounts representing interest		9,619
		78,690
Less current portion		33,631
Long term portion of capitalized lease obligations	$	45,059

4.	NOTE PAYABLE

The Company has a note payable to a vendor in the amount of $50,000, bearing interest at 10%, with monthly interest payment only. The maturity date, which was originally October 15, 2001, was subsequently amended to March 15, 2002 and then on demand. At June 30, 2004, the outstanding principal amount on this note is $39,500. This note is secured by furniture of the Company. See note 9.

See independent auditors' report.

F-10

ROAMING MESSENGER, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004 AND 2003

5.	INCOME TAXES

At June 30, 2004, the Company has available for federal and state income tax purposes, net operating loss carryforwards of approximately $6,000,000 and $1,400,000, respectively, which expire at dates that have not been determined.

The difference between the Company's effective income tax rate and the statutory federal rate for the years ended June 30, 2004 and 2003 relates primarily to losses incurred for which no tax benefit was recognized, due to the uncertainty of its realization. The valuation allowance as $2,300,000 and $1,960,000 at June 30, 2004 and 2003, respectively, representing an increase of $340,000 for the year ended June 30, 2004. Because of statutory "ownership changes" the amount of net operating losses which may be utilized in future years are subject to significant annual limitations.

A reconciliation of income tax expense that would result from applying the domestic Federal statutory rate to pre-tax income, with federal income tax expense presented in the financial statements is as follows:

	2004			2003

Income tax benefit computed at U.S. federal statutory rate (34%)	$	350,000		$	135,000
State income taxes, net of benefit federal taxes		63,000			23,000
Other		(73,000	)		--
Less valuation allowance		(340,000	)		(158,000	)
Income tax expense	$	--		$	--

The deferred income tax benefit at June 30, 2004, and 2003 and reflects the impact of temporary differences between the amounts of assets and liabilities recorded for financial reporting purposes and such amounts as measured in accordance with tax laws. The items, which comprise a significant portion of, deferred tax assets and liabilities are approximately as follows:

	2004			2003

Depreciation	$	56,000		$	59,000
Net operating loss carryforwards		2,148,000			1,770,000
Officer salaries payable		96,000			131,000
		2,300,000			1,960,000
Less: valuation allowance		(2,300,000	)		(1,960,000	)
Deferred income tax asset	$	--		$	--

6.	RECAPITALIZATION

On April 8, 2003, Warp 9, Inc. consummated a transaction, pursuant to which shareholders of Warp 9 Inc. exchanged their shares for shares in Roaming Messenger, Inc., with Warp 9, Inc. surviving as a wholly-owned subsidiary of Roaming Messenger, Inc. This transaction was recorded as a recapitalization followed by the issuance of shares by Warp 9, Inc. to the shareholders of Roaming Messenger, Inc. Prior to the recapitalization transaction, Roaming Messenger, Inc. was not an operating company, and its assets consisted principally of cash of approximately $100,000, offset by the same amount of liabilities. Under the terms of the transaction, Roaming Messenger, Inc. issued 131,026,173 shares of Roaming Messenger, Inc. common stock to the former shareholders of Warp 9, Inc. in exchange for all the outstanding shares of Warp 9, Inc. (12.5 shares of Roaming Messenger, Inc. for every share of Warp 9, Inc.). The transaction was consummated in two phases with the first issuance of 122,620,910 shares on April 8, 2003, and 8,405,263 shares on June 30, 2003.

See independent auditors' report.

F-11

ROAMING MESSENGER, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004 AND 2003

6.	RECAPITALIZATION (Continued)

After the recapitalization, options granted under the Warp 9 Inc. Employee Stock option plan were cancelled and new options were issued under a new Roaming Messenger Inc. Employee Stock Option Plan (effective July 10, 2003) to employees in amounts consistent with their Warp 9 options. The Roaming Messenger options have the same aggregate exercise price as the Warp 9 options. Most stock options became fully vested on grant date, while others mirrored the same vesting periods as the Warp 9 Inc. options. The Roaming Messenger Inc. stock options are presented at June 30, 2003 even though the effective date was July 10, 2003.

7.	SHAREHOLDERS' DEFICIT

The number of shares of common stock of Warp 9, Inc. was retroactively restated to present the number of shares after their conversion into Roaming Messenger common stock in the recapitalization transaction. For all such restatements, a conversion rate of 12.5 shares of Roaming Messenger, Inc. common stock for every share of Warp 9, Inc. common stock was used.

From the date of the recapitalization, April 8, 2003 through June 30, 2003, Roaming Messenger, Inc. issued 1,079,263 shares of common stock for a total cash consideration of $86,341. 1,202,500 shares of common stock were also issued for $96,200 of services. These consulting services extended beyond June 30, 2003, therefore $67,683 and $28,517 were recorded as expense for the years ended June 30, 2003, and 2004, respectively.

For the fiscal year ended, June 30, 2004, the Company issued 23,807,579 shares of restricted common stock for a total cash consideration of $2,485,324 as a result of a series of private offerings of common stock ranging from $0.08 per share to $0.50 per share as well as stock options and warrants exercises. 680,000 shares of restricted common stock were also issued for $54,400 of services.

The common stock of Roaming Messenger, Inc. has a par value of $0.001, and 200,000,000 shares are authorized to be issued. The Company is also authorized to issue 2,000,000 shares of preferred stock with a par value of $0.001. The rights, preferences and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares.

At June 30, 2004, 25,000,000 shares of common stock were reserved for the issuance of common stock pursuant to the Stock Option Plan, and 300,000 were reserved for the issuance of common stock pursuant to outstanding warrants. Warp 9, Inc, had 77,213 outstanding warrants at June 30, 2004.

8.	STOCK OPTIONS AND WARRANTS

Warp 9, Inc. had a Stock Option Plan that provided for the granting of stock options to its employees and others providing services to the Company. Options granted under the Plan could be either Incentive Options or Nonqualified Options, and were administered by the Company's Board of Directors. Each options were exercisable in full or in installment and at such time as designated by the Board. Notwithstanding any other provision of the Plan or of any Option agreement, each option were to expire on the date specified in the Option agreement, which date were to be no later than the tenth anniversary of the date on which the Option was granted (fifth anniversary in the case of an Incentive Option granted to a greater-than-10% stockholder). The purchase price per share of the Common Stock under each Incentive Option were to be no less than the Fair Market Value of the Common Stock on the date the Option was granted (110% of the Fair Market Value in the case of a greater-than-10% stockholder).

See independent auditors' report.

F-12

ROAMING MESSENGER, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004 AND 2003

8.	STOCK OPTIONS AND WARRANTS (Continued)

The purchase price per share of the Common Stock under each Nonqualified Option were to be specified by the Board at the time the Option was granted, and could be less than, equal to or greater than the Fair Market Value of the shares of Common Stock on the date such Nonqualified Option was granted, but were to be no less than the par value of shares of Common Stock. The plan provided specific language as to the termination of options granted hereunder.

In July 10, 2003, the Warp 9, Inc. Stock Option Plan was terminated, and the Company adopted the Roaming Messenger, Inc. Stock Option Plan for Directors, Executive Officers, and Employees of and Key Consultants to Roaming Messenger, Inc. This Plan, under which 25,000,000 shares of common stock may be issued, has essentially the same terms and conditions as the Warp 9, Inc. Stock Option Plan.

Former holders of employee stock options in the Warp 9 Inc. Stock Option Plan were granted new options under the Roaming Messenger, Inc. Plan. Most options became fully vested at grant date, while others mirrored the same vesting periods as the Warp 9 Inc. options. The Roaming Messenger options have the same aggregate exercise price as the Warp 9 Inc. options, using a 12.5 conversation rate. The number of stock options below in the summary of stock option activities has been retroactively restated to reflect the 12.5 conversation rate.

SFAS 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 2,478,494 shares of Roaming Messenger, Inc. were granted during the year ended June 30, 2004. The fair value of options granted during the years ended June 30, 2004 and 2003, which have been estimated at $159,000 and $6,000, 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		2.79%-3.27	%		2.40	%
Stock volatility factor		0.01			0.01
Weighted average expected option life		4 years			4 years
Expected dividend yield		None			None

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

	2004			2003

Net loss as reported	$	(1,035,945	)	$	(424,047	)

Basic and diluted net loss per share as reported		(0.01	)		(0.00	)

Add: Stock-based employee compensation expense included in net reported loss		50,000			--

Deduct: Stock-based employee compensation expense determined under fair value based method for all awards		(134,000	)		(6,000	)
Pro forma net loss	$	(1,119,945	)	$	(430,047	)
Basic and diluted pro forma loss per share	$	(0.01	)	$	(0.00	)

A summary of the Company's stock option activity and related information follows:

See independent auditors' report.

F-13

ROAMING MESSENGER, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004 AND 2003

8.	STOCK OPTIONS AND WARRANTS (Continued)

	Year ended				Year ended
	June 30, 2004				June 30, 2003
			Weighted					Weighted
			Average					average
			Exercise					exercise
	Options		price		Options			price

Outstanding -beginning of year		8,444,000	$	0.08		7,932,812		$	0.08
Granted		2,478,494		0.18		675,000			0.08
Exercised		2,500,000		0.08		--			--
Forfeited		125,000		0.08		(163,812	)		0.08
Outstanding - end of year		8,297,494	$	0.11		8,444,000		$	0.08
Exercisable at the end of year		5,720,935	$	0.09		5,824,469		$	0.08
Fair value of options granted during the year			$	159,000				$	6,000

The weighted average remaining contractual life of options as of June 30, 2004 was as follows:

			Average
	Number of		remaining
Exercise	options		contractual
Prices	outstanding		life (years)

$ 0.08		7,347,494		4.5
0.35		950,000		3.7
$0.11		8,297,494		4.4

STOCK WARRANTS

During the year ended June 30, 2004, Roaming Messenger, Inc. issued warrants to purchase shares of common stock of Roaming Messenger, Inc. These warrants became exercisable on their grant date. Warrants were granted as follows:

Date	Number of shares		Maturity Date		Exercise Price

July 15, 2003		100,000		December 31, 2004	$	1.00
July 15, 2003		100,000		December 31, 2004	$	1.75
July 15, 2003		100,000		December 31, 2004	$	3.00
January 15, 2004		600,000		December 31, 2005	$	0.08

During the year ended June 30, 2004, the warrants to purchase 600,000 shares of common stock at $0.08 were exercised. The value of these warrants was immaterial at their grant date.

See independent auditors' report.

F-14

ROAMING MESSENGER, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004 AND 2003

8.	STOCK OPTIONS AND WARRANTS (Continued)

During the year ended June 30, 2003, Warp 9 Inc. has issued warrants to purchase 128,771 shares of Warp 9 Inc. common stock for services. These warrants were valued at $20,000. During the year ended June 30, 2004, Warp 9 Inc. cancelled 76,750 warrants, resulting in 77,213 total outstanding warrants.

The following Warp 9 Inc. warrants, which are exercisable, were outstanding at June 30, 2004:

Number of shares	Exercise Price		Expiration date

25,192	$	1.00 per share		December 31, 2005

52,021	$	1.00 per share		June 30, 2007-December 31, 2007

These warrants became exercisable on their grant date. In previously issued financial statements, the Warp 9 Inc. warrants were mistakenly presented as if they had been converted into Roaming Messenger, Inc. warrants. The above warrants have been restated so they are presented as Warp 9, Inc. warrants.

9.	COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

The following is a schedule, by years, of future minimum rental payments required under operating leases for the facilities and equipment. The lease for one of the facilities expires in 2007, and has 3 options to renew for each an additional period of one year. The following is a schedule of minimum lease payments for the next five years.

Year Ending
June 30,

2005	$	173,000
2006	$	190,000
2007	$	144,000
2008	$	95,000
2009	$	95,000

Total lease expense for the years ended June 30, 2004 and 2003 was $120,832 and $121,562, respectively. The Company is also required to pay its pro rata share of taxes, building maintenance costs, and insurance.

LOAN DEFAULT

The note payable has a default clause that allows the lender to assess late payment charges in the amount of 10% of the delinquency. The delinquent charges assessed to approximately $15,000 were in dispute, and have not been accrued by the Company.

LEGAL MATTERS

The Company is involved in certain legal actions and claims arising in the ordinary course of business. It is the opinion of management, based on advice of legal counsel, that such litigation and claims will be resolved without a material effect on the Company's financial position.

10.	CONCENTRATIONS

For the year ended June 30, 2004, the Company had two customers who represented approximately 30% of total revenue. For the year ended June 30, 2003, the Company had two customers who represented approximately 28% of total revenue.

See independent auditors' report.

F-15

ROAMING MESSENGER, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004 AND 2003

10.	CONCENTRATIONS (Continued)

Accounts receivable from two customers represented approximately 55% of total accounts receivable at June 30, 2004. Accounts receivable from three customers represented approximately 51% of total accounts receivable at June 30, 2003.

The Company has a concentration of credit risk for cash by maintaining deposits with banks, which may at a time exceed insured amounts. At June 30, 2004, the Company had $1,240,000 exceeding the amount insured by the U.S. Federal Deposit Insurance Corporation (FDIC).

11.	RELATED PARTY TRANSACTIONS

During the year ended June 30, 2003, the Company issued 302,500 shares of common stock to Mr. Tom Djokovich for a twelve-month contract to serve on the Company's Board of Directors. $10,939 and $13,261 were recognized as expense for the years ended June 30, 2003 and 2004, respectively.

12.	SUBSEQUENT EVENTS

The Company intends to raise additional working capital by selling securities through Private Placements pursuant to Regulation D and Regulation S of the Securities Act of 1993. As of the date of this report, the Company does not have any concurrent offerings. However, the Company has entered into a Regulation S transaction with an offshore investment fund (the "Fund") that is contingent upon the Fund being publicly traded on the London Stock Exchange. The chance of actual closing is uncertain as of the date of this report.

The Company has entered in to a new lease for 8,506 sq ft office space. The Company intends to sublease its current office space.

See independent auditors' report.

F-16

FINANCIAL INFORMATION

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 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

F-17

ROAMING MESSENGER, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

ASSETS

	(Unaudited)
	December 31,			June 30,
	2004			2004
CURRENT ASSETS
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

Prepared without audit.

See report of independent registered public accounting firm and notes to financial statements.

F-18

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


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

Prepared without audit.

See report of independent registered public accounting firm and notes to financial statements.

F-19

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:
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

Prepared without audit.

See report of independent registered public accounting firm and notes to financial statements.

F-20

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.

F-21

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:

	Three Months			Six Months			Three Months			Six Months
	Ended			Ended			Ended			Ended
	December			December			December			December
	31, 2004			31, 2004			31, 2003			31, 2003

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	)

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.

F-22

Nevada		7372		30-0050402
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer) Identification No.

Title of Each Class of Securities to be Registered	Amount To Be Registered		Proposed Maximum Offering Price Per Share (1)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee

Common Stock, $.0001 par value per share (2)		5,000,000	$	0.18	$	900,000.00	$	106
Common Stock, $.0001 par value per share(3)		31,250,000	$	0.18	$	5,625,000.00	$	662
Total		36,250,000			$	6,525,000.00	$	768

	Page
Prospectus Summary	1
Risk Factors	2
Forward Looking Statements	6
Use of Proceeds	7
Management's Discussion and Analysis of Financial Condition or Plan of Operation	7
Description of Business	10
Description of Property	14
Legal Proceedings	14
Directors and Executive Officers	14
Executive Compensation	16
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	18
Market for Common Equity and Related Stockholder Disclosure	19
Security Ownership of Certain Beneficial Owners and Management	20
Selling Shareholders	21
Certain Relationships and Related Transactions	21
Description of Securities	22
Plan of Distribution	23
Legal Matters	24
Experts	24
Where You Can Find More Information	24
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	25
Index to Consolidated Financial Statements	F-1


Shares offered by Selling Stockholders	Up to 36,250,000 shares, based on current market prices. This number represents approximately 20% of our current outstanding stock and includes 5,000,000 shares of common stock issued pursuant to the Securities Purchase Agreement and up to 31,250,000 shares of common stock to be issued under the Periodic Equity Investment Agreement.

Common Stock to be outstanding after the offering	216,586,204*

Use of Proceeds	We will not receive any proceeds from the sale of the common stock hereunder. We will receive proceeds from the sale of our common stock pursuant to the Periodic Equity Investment Agreement. See “Use of Proceeds” for a complete description.

Risk Factors	The purchase of our common stock involves a high degree of risk. You should carefully review and consider "Risk Factors" beginning on page

OTC Bulletin Board Trading Symbol	RMSG.OB


% BELOW MARKET	PRICE PER SHARE		WITH 40% DISCOUNT		NUMBER OF SHARES		PERCENTAGE
25%	$	0.128	$	0.077		3,267,974		1.8	%
50%	$	0.085	$	0.051		4,901,961		2.7	%
75%	$	0.043	$	0.026		9,803,922		5.4	%


Gross Proceeds	$	1,500,000	$	3,000,000
Net Proceeds after offering expenses	$	1,475,000	$	2,975,000

Use of proceeds:		Amount		Amount
General Working Capital	$	1,475,000	$	2,975,000

Name	Age	Positions

Jonathan Lei	32	Chief Executive Officer, President, Chief Financial Officer, Secretary, and Chairman
Bryan Crane	45	Vice President of Corporate Development
Harinder Dhillon	31	Vice President of Operations
Mike Chuises	44	Vice President of Engineering
Louie Ucciferri	44	Director
Tom Djokovich(1)	47	Director

Summary Compensation Table
											Long Term Compensation
			Annual Compensation								Awards			Payouts		All Other Compensation
Name and Principal Position	Year		Salary ($)			Bonus ($)			Other Annual Compensation ($)		Securities Underlying Options

Jonathan Lei		2004	$	138,000
President, Chief Financial Officer,		2003	$	138,000			-0-			-0-		-0-			-0-		-0-
and Secretary		2002	$	138,000			-0-			-0-		-0-			-0-		-0-

Brian Fox (1)		2004	$	145,000	(1)		-0-			-0-		-0-			-0-		-0-
Chief Technology Officer		2003	$	145,000			-0-			-0-		5,987,500	(2)		-0-		-0-
		2002	$	145,000			-0-			-0-		-0-			-0-		-0-
Harinder Dhillon		2004	$	125,000		$	8,714			-0-		-0-			-0-		-0-
VP of Operations		2003	$	105,000			-0-			-0-		1,875,000	(3)		-0-		-0-
		2002	$	95,000			-0-			-0-		-0-			-0-		-0-
Bryan Crane		2004	$	84,000		$	29,000	(4)		-0-		878,494	(4)		-0-		-0-
VP of Corporate Development		2003	$	84,000			-0-			-0-		700,000	(4)		-0-		-0-

											Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
Name	Number of Shares Underlying Options Granted			Percent of Total Options Granted to Employees in 2004			Exercise Price Per Share		Expiration Date		5%		10%

Brian Fox Chief Technology Officer		5,987,500(1	)		54	%	$	0.08		Four years from the date of vesting	$	1,340,460	$	1,712,575
Bryan Crane VP of Corporate Development		878,494 (2)(3	)		8	%	$	0.08		Four years from the date of grant	$	303,455	$	379,892
Harinder Dhillon VP of Operations		1,875,000(2)(3	)		17	%	$	0.08		Four years from the date of grant	$	419,768	$	536,296

	Shares Acquired Upon Exercise		Value Realized(2)		Number of Shares Underlying Options at June 30, 2004				Value of Unexercised In the Money Options at June 30, 2004(2)
Name					Exercisable		Unexercisable		Exercisable		Unexercisable

Brian Fox(1) Chief Technology Officer		-0-		-0-		4,740,109		1,247,391	$	2,038,247	$	536,378
Bryan Crane VP of Corporate Development		525,000	$	687,750		253,494		-0-	$	109,002		-0-
Harinder Dhillon VP of Operations		1,875,000	$	1,912,500		-0-		-0-		-0-		-0-

Year Ended June 30, 2005	High		Low

First Quarter ended September 30, 2004	$	0.68	$	0.04
Second Quarter ended December 31, 2004	$	0.75	$	0.25

Year Ended June 30, 2004		High		Low

First Quarter ended September 30, 2003	$	0.52	$	0.27
Second Quarter ended December 31, 2003	$	0.45	$	0.25
Third Quarter ended March 31, 2004	$	3.60	$	0.27
Fourth Quarter ended June 30, 2004	$	1.90	$	0.45

Year Ended June 30, 2003		High		Low

First Quarter ended September 30, 2002	$	0.12	$	0.12
Second Quarter ended December 31, 2002	$	0.12	$	0.12
Third Quarter ended March 31, 2003	$	0.12	$	0.06
Fourth Quarter ended June 30, 2003	$	0.75	$	0.06

Name of Beneficial Owner	Number of Shares			Percentage of Shares Beneficially Owned (1)

Executive officers and directors:
Jonathan Lei President, Chief Executive Officer, Secretary and Chairman		95,639,025			53.03	%
Brian Fox(2) Chief Technology Officer		218,000			*
Bryan Crane VP of Corporate Development		1,484,994(3	)		*
Harinder Dhillon VP of Operations		2,935,000			1.63	%
Louie Ucciferri Director		3,500,000			1.94	%
Tom Djokovich Director		302,500			*

All Directors and Executive Officers as a group (6 persons)		104,079,519			57.71	%

	Shares Beneficially Owned Prior to Offering					Shares to be Acquired Under the Periodic Equity Investment Agreement					Shares Beneficially Owned After the Offering(2)
Selling Stockholder	Number		Percent(1)			Number		Percent(1)			Number		Percent(1)

Wings Fund, Inc.		8,625,000		4.78	%		31,250,000		17.33	%		3,625,000		2.01	%

Securities and Exchange Commission Registration Fee	$	768
Accounting Fees and Expenses	$	5,000	*
Legal Fees and Expenses	$	10,000	*
Total	$	15,768

Exhibit		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)
5.1		Opinion of Sichenzia Ross Friedman Ference LLP
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)
10.4		Securities Purchase Agreement dated as of March 28, 2005 between Roaming Messenger, Inc. and Wings Fund, Inc.(5)
10.5		Periodic Equity Investment Agreement dated as of March 28, 2005 between Roaming Messenger, Inc. and Wings Fund, Inc.(5)
10.6		Registration Rights Agreement dated as of March 28, 2005 between Roaming Messenger, Inc. and Wings Fund, Inc.(5)
21		List of Subsidiaries*
23.1		Consent of Sichenzia Ross Friedman Ference LLP (included in exhibit 5.1)*
23.2		Consent of Rose, Snyder & Jacobs*
24.1		Power of Attorney (included on signature page II-5)


	ROAMING MESSENGER, INC.

	By:	/s/ Jonathan Lei

		Jonathan Lei Chief Executive Officer

Signature	Title	Date

/s/ Jonathan Lei	Chief Executive Officer, President, Chief	May 3, 2005
Jonathan Lei	Financial Officer, Secretary, and Chairman


/s/ Louie Ucciferri
Louie Ucciferri	Director	May 3, 2005


/s/ Tom Djokovich
Tom Djokovich	Director	May 3, 2005