DIVISION OF
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
Where indicated, we think you should revise your document in
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
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
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
of our review.  Feel free to call us at the telephone numbers
at the end of this letter.

Form SB-2


1. To minimize the likelihood that we will reissue comments,
make corresponding changes where applicable throughout your

2. Prior to printing and distribution of the preliminary
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

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,
is not clear exactly what your business does.  Please revise

8. We note that you have included a list of customers for your
products.  Please disclose the basis for including the customers
you have selected.  For example, you should indicate, if true,
they are your largest customers based on revenues.  In this
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
the risks you present.  In this regard, we note that the
and the text of your risk factors include clauses, such as "even
"while we," "if we are unable," "we cannot be sure," "we cannot
predict," "we cannot guarantee," "we cannot predict," and "we

10. Please revise the following subheadings to clearly describe
risks associated with the facts you describe.  Also note that it
not sufficient to merely state that your business, operations, or
revenues may be adversely affected.  Rather, discuss what the
effect may be:
* "While we anticipate that, based on our current expense levels,
net proceeds from this offering will be adequate to fund..." on
* "We depend on third party manufacturers, suppliers and service
providers" on page 7;
* "Reductions in hardware costs could adversely affect our
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
of incorporation provide that your "directors shall not be
liable for monetary damages to" you or your shareholders for a
of fiduciary duty.  Please discuss how such limitation on the
directors` liability may impact your directors` determinations
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

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
proceeds of the debt being paid with the proceeds of this offering
were used.  Also disclose how you intend to use any offering
remaining after the payment of your debt.   It is not sufficient
state to that the proceeds were used or will be used for a general

15. Please disclose the reasons for conducting this offering, as
required by Item 504 of Regulation S-B.  In this regard, we note
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
June 30, 2006 As Adjusted column as $8,743.  The item discussed in
the narrative as being presented within the As Adjusted column is
issuance of 8,333 shares of common stock in lieu of cash interest
payable to the Spirit Lake Tribe. Given the transaction described,
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,
note that you increased the current portion of the note payable
balance as of June 30, 2006 by $314,466 to reflect this
Tell us how you would recalculate this adjustment amount utilizing
the information you have provided in the narrative discussion of
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...,
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-
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
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
is indicative of future performance.  The discussion should also
focus on any known trends, events or uncertainties that have had
that are reasonably expected to have a material impact on your
liquidity or income from continuing operations.  Revise your
of operations discussion where appropriate.  Please refer to Item
of Regulation S-B and FRC Sections 501.12 and 501.13 for further

Liquidity, page 26

20. Please disclose whether you have enough funds to meet your
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
period is presented in operating expenses."  Please disclose why
believe it is appropriate to include the costs of such items
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
the costs associated with the revenues presented on a

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
depreciation expense recorded in each of the line items for
expenses and cost of sales for each period.

Liquidity and Capital Resources, page 27

24. We note your auditor`s report includes an explanatory
indicating there is substantial doubt about your ability to
as a going concern.  Please disclose specifically within MD&A that
there is substantial doubt about your ability to continue as a
concern.  Discuss the pertinent conditions and events that give
to this assessment, the possible effects of such conditions and
events, and management`s plans to address such conditions and
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
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
principal suppliers, as required by Item 101(b)(5) of Regulation
Also file as exhibit the contracts with such suppliers.

Industry Background, page 31

27. Please identify any sources you reference to support
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
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.
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

 Competition, page 40

31. If practicable, please disclose your competitive position
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
awarded in compensation for services provided to you, tell us why
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
Barry W. Butzow and Stephen E. Jacobs was on terms no less
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.
price range is also inconsistent with the disclosures provided in
Notes M and N to your financial statements.  Please revise the
of exercise prices to the extent necessary, or include a
of the warrants issued with an exercise price of $56.25, and
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
the underwriter`s obligation to purchase the securities.

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

Financial Statements, page F-1

Statements of Cash Flows, page F-9

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


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
regarding the classification and measurement of warrants as well
instruments with embedded and freestanding conversion features.
Please submit the analyses that you performed, considering this
guidance, in determining the appropriate accounting for the
you have issued and any embedded derivatives.  If you require
clarification, you may refer to Section II.B of Current Accounting
and Disclosure Issues, located on our website at the following


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
three months or less qualify as cash equivalents.  Please tell us
you believe your investments with original maturities of greater
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
factoring agreement whereby you agreed to assign and sell certain
receivables to related parties.  Please expand your policy
to provide the applicable disclosures required by SFAS 140.  In
addition, within the discussion on page 51, refer the reader to
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
and reported total percentages of sales amounts for the years
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
costs for software licenses.  Please tell us and disclose the
of the costs included within software licenses, how those licenses
were used by you, and how you obtained them.

Note E - Other Assets, page F-19

45. We note your discussion of the items included within deferred
financing costs.  However, we are unable to locate a discussion
related to the warrant to purchase 16,667 shares issued as
consideration for Mr. Butzow`s personal guarantee of the business
loan with Signature Bank, as discussed on page 50.  Please revise
disclosure to include all material items within deferred financing
costs, or tell us why the costs related to the warrant issued is
included within deferred financing costs.

Note F - Bank Lines of Credit and Notes Payable, page F-20

Short-Term Note Payable - Shareholder, page F-20

46. You explain that as a result of the extension of the note
payable, the terms of conversion were adjusted, and you will
the costs of the induced conversion when the debt is converted.
discussed in the remainder of the document, we note your intention
record the costs of other induced debt conversions when the debt
Paragraph 4 of SFAS 84 explains that the fair value of the
consideration given in the induced conversion shall be recognized
of the date the inducement offer is accepted by the convertible
holder, which is normally the date the debt is converted, or when
parties enter into a binding agreement to do so.

As the offer of induced conversion has been accepted by the debt
holders, please tell us why you have determined deferring
of these costs is appropriate.  Also tell us how you intend to
the debt inducement costs in your financial statements.

Bridge Notes Payable, page F-21

47. We note you issued bridge notes in March, July and August of
and recorded beneficial conversion features in conjunction with
issuances of these notes.  Please provide us your calculations of
beneficial conversion feature amounts at the date of issuance of
notes, along with any necessary discussion to make the
understandable. In addition, please clarify within your
why you will record additional amounts related to the beneficial
conversion features if and when your initial public offering is

Note G - Short Term Notes Payable - Related Parties, page F-21

48. We note your disclosure in which you explain the related
were issued 33,332 shares of common stock valued at $7.20 per
as consideration for entering into these agreements.  Please
how you determined the fair value of the shares issued.

49. We also note from pages F-24 and F-28 that as consideration
entering into the bridge notes, related parties were issued shares
common stock valued at $1.80 per share.  Please disclose how the
value of these shares was determined, and why the value is
significantly below the shares issued as discussed above.

50. We also note that these agreements matured in March 2006, were
extended through July 2006, and in August 2006 were subsequently
converted into bridge notes.  Please tell us whether the extension
the notes and the subsequent conversion to bridge notes was
considered a modification of the terms of the notes, or as an
exchange of debt instruments.  Please provide us the analysis you
performed under the guidance in EITF 96-19 for all notes whose
were modified during the periods presented.

Short Term Borrowings - Related Parties, page F-22

51. You explain that these borrowings are secured by specific
accounts receivable balances, and the borrowings are due when
accounts receivable balances are paid.  This transaction appears
be the same as that discussed on page 51, as the number of shares
underlying the warrants issued to the counterparty is the same.
However, the discussions of the transactions are different.  The
discussion on page 51 explains that the receivables are sold
to a factoring agreement, whereas here the receivables are only
securing borrowings made by the company.  Please revise the
applicable discussions so they are consistent.  In addition,
the disclosure to provide the amount of the borrowings secured by
accounts receivable.

Note H - Deferred Revenue, page F-23

52. You explain that during 2004 you were required to refund the
customer for unsold units; however, in 2006 you recognized the
remaining deferred revenue as a result of the expiration of the
agreement. It is unclear why you would recognize the remainder of
revenue if you were required to refund the customer for unsold
in a prior year.  Please revise your disclosure to clarify these

Note K - Long term Notes Payable - Related Parties, page F-27
Convertible Debenture Payable, page F-27

53. As you state that you were "in violation with certain
but [have] received a waiver for these violations through
30, 2006", expand your disclosure to explain the specific
you were in violation of, and the extent to which you expect to be
compliant with such covenants in the future.

Note R - Subsequent Events, page F-35

54. We note that in conjunction with the 12% convertible notes,
sold warrants to purchase 594,806 shares of common stock.  Based
the assumptions presented in the disclosure, please revise your
disclosure to also provide the fair value of the warrants issued.

Other Expenses of Issuance and Distribution, page II-1

55. Please provide estimates for all unknown amounts.

* * * * *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
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
have additional comments after reviewing your amendment and
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
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
disclosures they have made.

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

?	should the Commission or the staff, acting pursuant to
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
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
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
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
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
fact that those requesting acceleration are aware of their
responsibilities under the Securities Act of 1933 and the
Exchange Act of 1934 as they relate to the proposed public
of the securities specified in the above registration statement.
will act on the request and, pursuant to delegated authority,
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
Gallagher, Accounting Branch Chief, at (202) 551-3706 if you have
questions regarding comments on the financial statements and
matters.  Please contact Carmen Moncada-Terry at (202) 551-3687
in her absence, the undersigned, at (202) 551-3785 with any other


      					Tangela Richter
      Branch Chief

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

	Avron L. Gordon
      Briggs and Morgan, P.A.
Mr. Jeffrey C. Mack
Wireless Ronin Technologies, Inc.
September 28, 2006
Page 12