Mail Stop 3561
August 5, 2005
Jonathan Lei
President
Roaming Messenger, Inc.
50 Castilian Drive, Suite A
Santa Barbara, CA 93117
Re: Roaming Messenger, Inc.
Amendment No. 2 to Registration Statement on Form SB-2
Filed July 22, 2005
File No. 333-124600
Dear Mr. Lei:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents 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.
Summary of Significant Accounting Policies, page F-6
Revenue Recognition, page F-7
1. We note your response to comment 4 in our letter dated July 12,
2005. Please confirm in your response you do not ask customers to
pay a one-time license fee upon activation for Roaming Messenger
Communication, as disclosed on page 15 of the Business section.
If
this disclosure is not an accurate description of this revenue
source, tell us the nature of the transaction, your present
accounting policy and the supporting accounting guidance. If you
do
ask customers to pay a one-time license fee upon activation for
Roaming Messenger Communication, please tell us your present
accounting treatment. Please note the staff has historically
objected to up-front revenue recognition even with an accrual of
the
related costs.
Also confirm to us that end users of Warp 9 ICS services do not
have
the option nor do they take possession of your software in any web
hosting arrangements. See EITF No. 00-3. If end users do not
take
possession of your software, please tell us if you account for the
up-front customization or enhancement services and monthly service
fees in accordance with EITF No. 00-21. In your response include
an
evaluation of all deliverables in the arrangement to determine the
separate units of accounting or, alternatively, tell us the
applicable accounting guidance. See paragraph 9 of EITF No. 00-
21.
If end users do take possession of your software please tell us if
your accounting policy is in accordance with SOP 97-2. Please
revise
your current revenue disclosures for Roaming Messenger
Communication
and Warp 9 ICS to reflect the substance of these transactions and
your present accounting policies.
*****
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.
You may contact Brian McAllister, Staff Accountant, at (202)
551-3341 or Mike Moran, Accounting Branch Chief, at (202) 551-3841
if
you have questions regarding comments on the financial statements
and
related matters. Please contact Scott
Anderegg, Staff Attorney, at (202) 551-3342 or David Mittelman,
Legal
Branch Chief at (202) 551-3241 me at (202) 551-3720 with any other
questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
Via Fax (212) 930-9725
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Jonathan Lei
Roaming Messenger, Inc.
August 5, 2005
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