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

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

For Quarterly Period December 31, 2010

                                       or

[ ] TRANSITION  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE ACT
    OF 1934

For the Transition period from _______________ to ______________


                         Commission File Number: 0-13215

                                  WARP 9, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             CALIFORNIA                              30-0050402
------------------------------------ ------------------------------------------
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)


            6500 HOLLISTER AVENUE, SUITE 120, SANTA BARBARA, CA 93117
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (805) 964-3313
--------------------------------------------------------------------------------
               Registrant's telephone number, including area code

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  proceeding 12 months (or for such shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                          Yes[_X_]                                        No[__]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files).

                          Yes[__]                                        No[_X_]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One).

Large accelerated filer        [___]        Accelerated filer              [___]
Non-accelerated filer          [___]        Smaller reporting company      [_X_]
(Do not check if a smaller
 reporting company)

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                          Yes[__]                                        No[_X_]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date.

As of February  17, 2010 the number of shares  outstanding  of the  registrant's
class of common stock was 340,579,815.



<PAGE>
<TABLE>
<CAPTION>


                                                   TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                                                                      PAGE
                                                                                                              ------------------
<S>               <C>                                                                                         <C>

Item 1.           Consolidated Financial Statements                                                                   2
                  Consolidated Balance Sheets as of  December 31, 2010 (unaudited) and June 30, 2010 (audited)        3
                  Consolidated Statements of Operations for the Three Months and Six Months ended December            4
                  31, 2010 and December 31, 2009 (unaudited)
                  Consolidated Statement of Shareholders' Equity for the Three Months and Six Months ended            5
                  December 31, 2010 (unaudited)
                  Consolidated Statements of Cash Flows for the Three Months and Six Months ended December            6
                  31, 2010 and December 31, 2009 (unaudited)
                  Notes to Consolidated Financial Statements (unaudited)                                              7

Item 2.           Management's Discussion and Analysis of Financial Condition and Results of Operations              10

Item 3.           Quantitative and Qualitative Disclosures About Market Risk                                         14

Item 4T.          Controls and Procedures                                                                            15

PART II - OTHER INFORMATION

Item 1.           Legal Proceedings                                                                                  16

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds                                        16

Item 3.           Defaults Upon Senior Securities                                                                    16

Item 4.           (Removed and Reserved)                                                                             16

Item 5.           Other Information                                                                                  16

Item 6.           Exhibits and Reports on Form 8-K                                                                   17

Signatures                                                                                                           18

</TABLE>


























                                      -1-
<PAGE>

PART I. - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------

















































                                      -2-
<PAGE>

                           WARP 9, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                              (Unaudited)
                                                                           December 31, 2010     June 30, 2010
                                                                          ------------------- -------------------

                                 ASSETS
CURRENT ASSETS
<S>                                                                       <C>                 <C>
     Cash                                                                 $          529,645  $          733,737
     Accounts Receivable, net                                                        207,126             121,494
     Prepaid and Other Current Assets                                                  7,476              11,888
     Current Portion of Deferred Tax Asset                                           141,455             162,500
                                                                          ------------------- -------------------
TOTAL CURRENT ASSETS                                                                 885,702           1,029,619
                                                                          ------------------- -------------------

PROPERTY & EQUIPMENT, at cost
     Furniture, Fixtures & Equipment                                                  89,485              89,485
     Computer Equipment                                                              630,620             625,032
     Computer Software                                                                20,033              20,033
     Leasehold Improvements                                                           18,696              19,746
                                                                          ------------------- -------------------
                                                                                     758,834             754,296
     Less Accumulated Depreciation                                                  (667,765)           (654,435)
                                                                          ------------------- -------------------
        NET PROPERTY AND EQUIPMENT                                                    91,069              99,861
                                                                          ------------------- -------------------

OTHER ASSETS
     Lease Deposit                                                                     8,244              16,449
     Internet Domain, net                                                              1,633               1,753
     Long Term Deferred Tax Asset                                                  1,902,092           1,874,539
                                                                          ------------------- -------------------
               TOTAL OTHER ASSETS                                                  1,911,969           1,892,741
                                                                          ------------------- -------------------

                        TOTAL ASSETS                                      $        2,888,740  $        3,022,221
                                                                          =================== ===================

                  LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts Payable                                                     $           16,007  $           74,049
     Credit Cards Payable                                                              1,156               2,664
     Accrued Expenses                                                                 60,586              61,600
     Deferred Income                                                                  28,943              20,667
     Deferred Operating Lease Liability                                                2,486                   -
     Note Payable, Other                                                              38,478              37,082
     Customer Deposit                                                                 33,298              34,198
                                                                          ------------------- -------------------
        TOTAL CURRENT LIABILITIES                                                    180,954             230,260
                                                                          ------------------- -------------------

LONG TERM LIABILITIES
     Note payable, Other                                                                   -               2,778
                                                                          ------------------- -------------------
        TOTAL  LONG TERM LIABILITIES                                                       -               2,778
                                                                          ------------------- -------------------

                TOTAL LIABILITIES                                                    180,954             233,038
                                                                          ------------------- -------------------

SHAREHOLDERS' EQUITY
     Common Stock, $0.001 Par Value;
     495,000,000 Authorized Shares;
     340,579,815 and 340,579,815 Shares Issued and
     Outstanding , respectively                                                      340,579             340,579
     Additional Paid In Capital                                                    6,971,341           6,906,525
     Accumulated Deficit                                                          (4,604,134)         (4,457,921)
                                                                          ------------------- -------------------
        TOTAL SHAREHOLDERS'  EQUITY                                                2,707,786           2,789,183
                                                                          ------------------- -------------------

                TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                $        2,888,740  $        3,022,221
                                                                          =================== ===================

</TABLE>





                 The accompanying notes are an integral part of
                    these consolidated financial statements

                                      -3-
<PAGE>

                          WARP 9, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>


                                                                   Three Months Ended                    Six Months Ended
                                                          December 31, 2010  December 31, 2009  December 31, 2010 December 31, 2009
                                                          ------------------------------------  -----------------------------------
<S>                                                       <C>                <C>                <C>                <C>
REVENUE                                                   $         253,131  $        502,470   $         499,722  $       888,541

COST OF SERVICES                                                     21,469            38,479              40,695           75,505
                                                          ------------------------------------  -----------------------------------

GROSS PROFIT                                                        231,662           463,991             459,027          813,036
                                                          ------------------------------------  -----------------------------------

OPERATING EXPENSES
  Selling, general and administrative expenses                      296,550           319,764             575,469          648,180
  Research and development                                           27,222             5,000              46,265           10,000
  Stock option expense                                                   63             2,896                 202            5,438
  Depreciation and amortization                                       6,725             7,182              13,450           14,363
                                                          ------------------------------------  -----------------------------------

        TOTAL OPERATING EXPENSES                                    330,560           334,842             635,386          677,981
                                                          ------------------------------------  -----------------------------------

INCOME FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)               (98,898)          129,149            (176,359)         135,055
                                                          ------------------------------------  -----------------------------------

OTHER INCOME/(EXPENSES)
   Interest income                                                    9,151             7,226              16,787           17,291
   Other income                                                       7,863             5,287               8,863           16,537
   Interest expense                                                    (913)           (1,901)             (2,012)          (4,116)
                                                          ------------------------------------  -----------------------------------

        TOTAL OTHER INCOME/(EXPENSES)                                16,101            10,612              23,638           29,712
                                                          ------------------------------------  -----------------------------------

INCOME/(LOSS) FROM OPERATIONS BEFORE PROVISION FOR TAXES            (82,797)          139,761            (152,721)         164,767
                                                          ------------------------------------  -----------------------------------

PROVISION FOR INCOME (TAXES)/BENEFIT
   Income tax (provision)/benefit                                    16,881           (55,762)              6,508          (66,721)
                                                          ------------------------------------  -----------------------------------

PROVISION FOR INCOME (TAXES)/BENEFIT                                 16,881           (55,762)              6,508          (66,721)
                                                          ------------------------------------  -----------------------------------

NET INCOME/(LOSS)                                         $         (65,916) $         83,999   $        (146,213)  $       98,046
                                                          ====================================  ===================================


BASIC AND DILUTED EARNINGS/(LOSSES) PER SHARE             $           (0.00) $           0.00   $           (0.00)  $         0.00
                                                          ====================================  ===================================

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
    BASIC AND DILUTED                                           340,579,815       340,579,815         340,579,815      340,579,815
                                                          ====================================  ===================================
</TABLE>


                 The accompanying notes are an integral part of
                     these consolidated financial statements

                                       -4-

<PAGE>

                          WARP 9, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                              Additional
                                                                                   Common      Paid-in   Accumulated
                                                                       Shares       Stock      Capital     Deficit        Total
                                                                     ----------- ----------- ----------- ------------ -------------
<S>                                                                  <C>         <C>         <C>         <C>          <C>
Balance, June 30, 2010                                               340,579,815 $  340,579  $ 6,906,525 $(4,457,921) $  2,789,183

Contributed services (unaudited)                                              -           -      64,614            -        64,614

Stock compensation expense (unaudited)                                        -           -         202            -           202

Net income for the six months ended December 31, 2010 (Uuaudited)             -           -           -     (146,213)     (146,213)
                                                                     ----------- ----------- ----------- ------------ -------------

Balance, December 31, 2010 (Unaudited)                               340,579,815 $  340,579  $ 6,971,341 $(4,604,134) $  2,707,786
                                                                     =========== =========== =========== ============ =============
</TABLE>
































                 The accompanying notes are an integral part of
                     these consolidated financial statements

                                       -5-

<PAGE>
                          WARP 9, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                         For the Six Months Ended
                                                                  December 31, 2010   December 31, 2009
                                                               --------------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                            <C>                   <C>
  Net income/(loss)                                            $          (146,213)  $        98,046
  Adjustment to reconcile net income/(loss) to net cash
  provided/(used) by operating activities:
  Depreciation and amortization                                             13,450            14,363
  Bad debt expense                                                         (52,952)          (79,217)
  Cost of stock compensation recognized                                        202             5,438
  Contributed services                                                      64,614                 -
  Change in assets and liabilities:
  (Increase) Decrease in:
    Accounts receivable                                                    (32,680)          175,708
    Prepaid and other assets                                                 4,412             3,678
    Deferred tax asset.                                                     (6,508)           66,721
    Deferred operating lease liability                                       2,486                 -
  Deposits                                                                   8,205               993
  Increase (Decrease) in:
    Accounts payable                                                       (59,550)          (58,281)
    Accrued expenses                                                        (1,014)           (2,601)
    Deferred income                                                          8,276                 -
    Other liabilities                                                         (900)           (9,045)
                                                               --------------------- ------------------

NET CASH PROVIDED/(USED) IN OPERATING ACTIVITIES                          (198,172)          215,803
                                                               --------------------- ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                          (4,538)          (13,118)
                                                               --------------------- ------------------

NET CASH USED IN INVESTING ACTIVITIES                                       (4,538)          (13,118)
                                                               --------------------- ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payment on notes payable, other                                          (1,382)          (16,367)
   Payments on capitalized leases                                                -            (5,345)
                                                               --------------------- ------------------

NET CASH USED IN FINANCING ACTIVITIES                                       (1,382)          (21,712)
                                                               --------------------- ------------------

NET INCREASE/(DECREASE) IN CASH                                           (204,092)          180,973


CASH, BEGINNING OF PERIOD                                                  733,737           849,508
                                                               --------------------- ------------------

CASH, END OF PERIOD                                            $           529,645   $     1,030,481
                                                               ===================== ==================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   Interest paid                                               $               391   $         4,116
                                                               ===================== ==================
   Taxes paid                                                  $                 -   $             -
                                                               ===================== ==================

</TABLE>

                 The accompanying notes are an integral part of
                     these consolidated financial statements

                                       -6-

<PAGE>


                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                DECEMBER 31, 2010

1.   BASIS OF PRESENTATION

     The  accompanying  unaudited  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 six months ended
     December 31, 2010 are not necessarily indicative of the results that may be
     expected for the year ending June 30, 2011. For further  information  refer
     to the financial statements and footnotes thereto included in the Company's
     Form 10K for the year ended June 30, 2010.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     This  summary  of  significant  accounting  policies  of  Warp 9,  Inc.  is
     presented to assist in understanding  the Company's  financial  statements.
     The financial  statements  and notes are  representations  of the Company's
     management, which is responsible for their integrity and objectivity. These
     accounting policies conform to accounting  principles generally accepted in
     the United  States of  America  and have been  consistently  applied in the
     preparation of the financial statements.

     ACCOUNTS RECEIVABLE
     The  Company  extends  credit to its  customers.  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. The balance of the  allowance  account at
     December  31,  2010  and  June  30,  2010  are   $108,972   and   $161,924,
     respectively.

     STOCK-BASED COMPENSATION
     The Company addressed the accounting for share-based  payment  transactions
     in which an enterprise  receives  employee  services in exchange for either
     equity  instruments of the enterprise or liabilities  that are based on the
     fair value of the enterprise's equity instruments or that may be settled by
     the issuance of such equity instruments. The transactions are accounted for
     using a fair-value-based method and recognized as expenses in our statement
     of  income.  There  was  no  material  impact  on the  Company's  financial
     statement of operations.

     Stock-based  compensation  expense recognized during the period is based on
     the value of the portion of  stock-based  payment awards that is ultimately
     expected  to  vest.  Stock-based  compensation  expense  recognized  in the
     consolidated statement of operations during the three months ended December
     31, 2010, included  compensation expense for the stock-based payment awards
     granted prior to, but not yet vested,  as of December 31, 2010 based on the
     grant  date  fair  value  estimated.   Stock-based   compensation   expense
     recognized in the  statement of income for the three months ended  December
     31,  2010 is based  on  awards  ultimately  expected  to vest,  it has been
     reduced for estimated forfeitures. Forfeitures are estimated at the time of
     grant  and  revised,   if  necessary,   in  subsequent  periods  if  actual
     forfeitures  differ  from those  estimates.  The  stock-based  compensation
     expense recognized in the consolidated  statements of operations during the
     six  months  ended  December  31,  2010  and  2009  are  $202  and  $5,438,
     respectively.

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     Management reviewed accounting  pronouncements issued during the six months
     ended  December 31, 2010,  and no  pronouncements  were adopted  during the
     period.


                                      -7-
<PAGE>

                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                DECEMBER 31, 2010


3.   CAPITAL STOCK

     At December 31, 2010 and 2009, the Company's  authorized  stock consists of
     495,000,000 shares of common stock, par value $0.001 per share. The Company
     is also authorized to issue 5,000,000  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.


4.   STOCK OPTIONS AND WARRANTS

     On July 10, 2003,  the Company  adopted the Warp 9, Inc.  Stock Option Plan
     for Directors,  Executive Officers, and Employees of and Key Consultants to
     the  Company.  This  Plan,  may issue  25,000,000  shares of common  stock.
     Options  granted  under  the Plan  could be  either  Incentive  Options  or
     Nonqualified  Options,  and are  administered  by the  Company's  Board  of
     Directors.  Each option may be 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 are to expire on the
     date specified in the Option agreement,  which date are 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 is 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).  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.

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



                                                      12/31/2010
                                            --------------------------------
                                                                Weighted
                                                                 average
                                                                exercise
                                                 Options          price
                                            ----------------- --------------
     Outstanding -beginning of period              3,240,000  $        0.01
     Granted                                               -              -
     Exercised                                             -              -
     Forfeited                                      (200,000)         (0.01)
                                            ----------------- --------------
     Outstanding - end of period                   3,040,000  $        0.01
                                            ================= ==============
     Exercisable at the end of period              2,973,313  $        0.01
                                            ================= ==============
     Weighted average fair value of
      options granted during the year                         $           -
                                                              ==============


     The  Black  Scholes  option  valuation  model  was  developed  for  use  in
     estimating  the fair  value of traded  options,  which do not have  vesting
     restrictions  and are fully  transferable.  In addition,  option  valuation
     models require the input of highly  subjective  assumptions,  including the
     expected  stock price  volatility.  Because the  Company's  employee  stock
     options have characteristics  significantly  different from those of traded
     options,  and  because  changes in the  subjective  input  assumptions  can
     materially  affect the fair value estimate,  in management's  opinion,  the
     existing models do not necessarily provide a reliable single measure of the
     fair value of its employee stock options.


                                      -8-
<PAGE>


                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                DECEMBER 31, 2010


4.   STOCK OPTIONS AND WARRANTS (Continued)

     The weighted  average  remaining  contractual  life of options  outstanding
     issued under the plan as of December 31, 2010 was as follows:


                                                                Weighted
                                                                 Average
                                          Number of             remaining
                    Exercise               options             contractual
                     prices              outstanding           life (years)
               -------------------    ------------------    ------------------
                     $ 0.070                   100,000            3.00
                     $ 0.080                    50,000            1.00
                     $ 0.010                 2,500,000            0.79
                     $ 0.010                   250,000            3.81
                     $ 0.010                    40,000            7.58
                     $ 0.008                   100,000            7.33
                                      ------------------
                                             3,040,000
                                      ==================

5.   SUBSEQUENT EVENT

     Management has evaluated subsequent events according to TOPIC 855 as of the
     date of the financial statements and has determined there are no subsequent
     events to be reported.













                                      -9-
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
--------------------------------------------------------------------------------

CAUTIONARY STATEMENTS

         This Form 10-Q may contain  "forward-looking  statements," as that term
is used in federal  securities laws,  about Warp 9, Inc.'s financial  condition,
results of operations and business. These statements include, among others:

         o        statements concerning the potential benefits that Warp 9, Inc.
                  ("W9" or the  "Company")  may  experience  from  its  business
                  activities and certain  transactions  it  contemplates  or has
                  completed; and

         o        statements  of W9's  expectations,  beliefs,  future plans and
                  strategies,  anticipated  developments  and other matters that
                  are  not  historical  facts.  These  statements  may  be  made
                  expressly  in this  Form  10-Q.  You can  find  many of  these
                  statements by looking for words such as "believes," "expects,"
                  "anticipates,"  "estimates,"  "opines," or similar expressions
                  used in this Form 10-Q. These  forward-looking  statements are
                  subject to numerous assumptions,  risks and uncertainties that
                  may cause W9's actual results to be materially  different from
                  any  future  results  expressed  or  implied  by W9  in  those
                  statements.  The most  important  facts that could  prevent W9
                  from achieving its stated goals  include,  but are not limited
                  to, the following:

                  (a)      volatility or decline of the Company's stock price;

                  (b)      potential fluctuation in quarterly results;

                  (c)      failure of the Company to earn revenues or profits;

                  (d)      inadequate   capital  to   continue   or  expand  its
                           business,  and inability to raise additional  capital
                           or financing to implement its business plans;

                  (e)      failure to further commercialize its technology or to
                           make sales;

                  (f)      reduction  in demand for the  Company's  products and
                           services;

                  (g)      rapid and significant changes in markets;

                  (h)      litigation  with or legal claims and  allegations  by
                           outside  parties,  reducing  revenue  and  increasing
                           costs;

                  (i)      insufficient revenues to cover operating costs;

                  (j)      failure    of    the     re-licensing     or    other
                           commercialization of the Roaming Messenger technology
                           to produce revenues or profits;

                  (k)      aspects of the Company's business are not proprietary
                           and in general  the  Company  is subject to  inherent
                           competition;

                  (l)      further dilution of existing shareholders'  ownership
                           in Company;

                  (m)      uncollectible accounts and the need to incur expenses
                           to collect amounts owed to the Company;

                                      -10-
<PAGE>

                  (n)      the  Company  does not have an  Audit  Committee  nor
                           sufficient independent directors.


         There is no assurance that the Company will be profitable,  the Company
may not be able to  successfully  develop,  manage or market  its  products  and
services,  the Company may not be able to attract or retain qualified executives
and technology  personnel,  the Company may not be able to obtain  customers for
its  products or  services,  the  Company's  products  and  services  may become
obsolete,  government  regulation may hinder the Company's business,  additional
dilution in outstanding  stock  ownership may be incurred due to the issuance of
more shares,  warrants and stock options,  the exercise of outstanding  warrants
and stock options, or other risks inherent in the Company's businesses.

         Because the statements are subject to risks and  uncertainties,  actual
results  may  differ   materially   from  those  expressed  or  implied  by  the
forward-looking  statements.  W9 cautions you not to place undue reliance on the
statements,  which speak only as of the date of this Form 10-Q.  The  cautionary
statements  contained or referred to in this  section  should be  considered  in
connection with any subsequent written or oral  forward-looking  statements that
W9 or persons acting on its behalf may issue. The Company does not undertake any
obligation  to review or  confirm  analysts'  expectations  or  estimates  or to
release  publicly any  revisions to any  forward-looking  statements  to reflect
events or  circumstances  after the date of this Form 10-Q,  or to  reflect  the
occurrence of unanticipated events.

CURRENT OVERVIEW

         Warp 9 is a provider of e-commerce  software platforms and services for
the catalog and retail industry. Our suite of software platforms are designed to
help  multi-channel  retailers  maximize  the  Internet  channel by applying our
technologies for online catalogs,  e-mail marketing  campaigns,  and interactive
visual   merchandising.   Offered   as   an   outsourced   and   fully   managed
Software-as-a-Service  ("SaaS") model,  our products allow customers to focus on
their core  business,  rather than  technical  implementations  and software and
hardware  architecture,  design,  and  maintenance.  We also offer  professional
services to our clients which include online catalog design,  merchandizing  and
optimization,   order  management,   e-mail  marketing   campaign   development,
integration  to  third  party  payment   processing  and  fulfillment   systems,
analytics, custom reporting and strategic consultation.

         Our products and services allow our clients to lower costs and focus on
promoting and marketing their brand,  product line and website while  leveraging
the  investments  we have made in  technology  and  infrastructure  to operate a
dynamic online Internet presence.

         We charge our customers a monthly fee for using our e-commerce software
based  on a  Software-as-a-Service  model.  These  fees  include  fixed  monthly
charges,  and variable fees based on the sales volume of our clients' e-commerce
websites.  Unlike  traditional  software  companies  that  sell  software  on  a
perpetual  license where  quarterly and annual  revenues are quite  difficult to
predict,  our SaaS model spreads the collection of contract revenue over several
quarters or years and makes our revenues more predictable for a longer period of
time.

         While the Warp 9 Internet  Commerce  System ("ICS") is our flagship and
highest revenue product,  we have developed and deployed new products based on a
proprietary  virtual  publishing  technology.  These new products  allow for the
creation of interactive web versions of paper catalogs and magazines where users
can flip  through  pages with a mouse and click on products  or  advertisements.
These   magazines  or  catalogs  have  built-in   integration   for   e-commerce
transactions  through our ICS product and other  transaction  based  activities.


                                      -11-
<PAGE>

Accordingly,  when shoppers click on a product, they are taken to the e-commerce
product  page  where  they  can add that  product  to  their  shopping  cart for
purchasing.  Clients  utilizing this  technology  have  discovered when exposing
consumers to the virtual  catalogs,  a higher average order size and significant
increase in rate of conversion  result.  We have sold this solution on a limited
basis while we continue to refine the product and  technology.  We believe there
could be many  markets for our virtual  catalog and magazine  technology  and we
expect to test market these new products in the future.

         Research  and  development  ("R&D")  efforts  have been focused both on
updating our flagship ICS e-commerce platform as well as developing new products
and on updating our current products with new features. In the planning phase of
our development efforts, we look to direct client feedback and feature requests;
we study the  e-commerce  landscape to determine  features that will provide our
clients with a  competitive  advantage in producing  greater and more  effective
selling;  and we also examine features that will create a competitive  advantage
during our sales process to clients.  Emerging and declining  trends also play a
role in how clients  perceive what features should be provided by which vendors.
We are sometimes able to capitalize on these  opportunities by bundling features
for greater value and/or increased fees and revenue. Management believes that in
order  to  compete  successfully,  it must  dedicate  a  greater  allocation  of
resources  to research and  development.  Updating  our  platform,  creating new
products  and  revamping  the  current  products  must be  part  of the  ongoing
operational practice in order to compete successfully. There can be no assurance
that  management will be able to  successfully  devote the resources  needed for
this research and development and that it will be able to compete successfully.

CRITICAL ACCOUNTING POLICIES

         Our discussion  and analysis of our financial  condition and results of
operations,  including the  discussion on liquidity and capital  resources,  are
based upon our financial statements, which have been prepared in accordance with
accounting  principles  generally accepted in the United States. The preparation
of these financial  statements  requires us to make estimates and judgments that
affect the reported amounts of assets,  liabilities,  revenues and expenses, and
related  disclosure of contingent  assets and liabilities.  On an ongoing basis,
management re-evaluates its estimates and judgments,  particularly those related
to the  determination  of the estimated  recoverable  amounts of trade  accounts
receivable,  impairment of long-lived assets,  revenue  recognition and deferred
tax assets. We believe the following critical  accounting  policies require more
significant  judgment and  estimates  used in the  preparation  of the financial
statements.

         We maintain an allowance  for doubtful  accounts for  estimated  losses
that may arise if any of our  customers  are unable to make  required  payments.
Management  specifically  analyzes the age of customer balances,  historical bad
debt  experience,  customer  credit-worthiness,  and changes in customer payment
terms  when  making  estimates  of the  uncollectability  of our trade  accounts
receivable balances. If we determine that the financial conditions of any of our
customers  deteriorated,  whether due to customer  specific or general  economic
issues,  increases in the allowance may be made. Accounts receivable are written
off when all collection attempts have failed.

         We follow the  provisions  of Staff  Accounting  Bulletin  ("SAB") 101,
"Revenue  Recognition in Financial  Statements" for revenue  recognition and SAB
104. Under Staff  Accounting  Bulletin 101, four  conditions  must be met before
revenue can be recognized:  (i) there is persuasive evidence that an arrangement
exists, (ii) delivery has occurred or service has been rendered, (iii) the price
is fixed or determinable and (iv) collection is reasonably assured.

         Income taxes are accounted  for under the asset and  liability  method.
Under this method,  to the extent that we believe that the deferred tax asset is
not likely to be recovered,  a valuation  allowance is provided.  In making this
determination,  we consider  estimated  future taxable income and taxable timing
differences  expected  in the  future.  Actual  results  may  differ  from those
estimates.

                                      -12-
<PAGE>

RESULTS OF  OPERATIONS  FOR THE THREE MONTHS AND SIX MONTHS  ENDED  DECEMBER 31,
2010 COMPARED TO THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2009

REVENUE

         Total revenue for the three months ended December 31, 2010 decreased by
($249,339) to $253,131  compared to $502,470 for the same prior period.  For the
six months ended  December 31, 2010,  total  revenue  decreased by ($388,819) to
$499,722 compared to $888,541 in the same prior period.  The overall decrease in
revenue  was the result of the  decrease  in  recurring  monthly  fees caused by
client  terminations  combined with a decrease in ICS Site  Development fees for
new  clients.  The  client  terminations  were  due to  both  i)  the  financial
environment  affecting the clients'  fiscal health and in turn, Warp 9's revenue
stream  from those  clients  and ii)  increased  competition  in the  e-commerce
software space and the perceived competitive nature of the ICS product-line.

COST OF REVENUE

         The cost of  revenue  for the three  months  ended  December  31,  2010
decreased by ($17,010) to $21,469 compared to $38,479 for the same prior period.
For the six  months  ended  December  31,  2010  the cost of  revenue  decreased
($34,810) to $40,695  compared to $75,505 in the same prior period.  The overall
decrease was primarily due to the decrease in sales commissions.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling,  general  and  administrative  (SG&A)  expenses  for the three
months ended  December  31, 2010  decreased  ($23,214)  to $296,550  compared to
$319,764 for the same prior period.  For the six months ended December 31, 2010,
SG&A  expenses  decreased by  ($72,711) to $575,469  compared to $648,180 in the
same prior  period.  The overall  decrease in SG&A  expenses was primarily due a
decrease in staffing  and legal fees  off-set by an increase in outside  service
expenses.

RESEARCH AND DEVELOPMENT

         Research and  development  expenses for the three months ended December
31, 2010  increased  $22,222 to $27,222 as compared to $5,000 for the same prior
period. For the six months ended December 31, 2010, the research and development
expenses  increased $36,265 to $46,265 as compared to $10,000 for the same prior
period.  The overall increase was due to increased  staffing expense  associated
with research and development to update our e-commerce platform and new products
and features.

NET INCOME/(LOSS)

         The  consolidated net loss for the three months ended December 31, 2010
was ($65,916)  compared to the  consolidated  net income of $83,999 for the same
prior period.  For the six months ended December 31, 2010, the  consolidated net
loss was ($146,213)  compared to the  consolidated net income of $98,046 for the
same  prior  period.  The  consolidated  net loss is  mainly  attributable  to a
reduction in gross revenue, an increase in research and development  expense, an
increase in a provision for income tax and a non-cash  expense  recognition  for
Executive Compensation in the amount of $64,614.

LIQUIDITY AND CAPITAL RESOURCES

         The  Company had net  working  capital  (i.e.  the  difference  between
current  assets and current  liabilities)  of  $704,748 at December  31, 2010 as
compared to a net working  capital of $799,359 at June 30, 2010. The decrease in
net working  capital at December  31, 2010 was caused by a reduction  in revenue
and net income during the six months ended December 31, 2010.

                                      -13-
<PAGE>

         Cash flow  used in  operating  activities  was  ($198,172)  for the six
months ended  December  31, 2010 as compared to cash flow  provided by operating
activities of $215,803 for the same prior  period.  The decrease in cash flow of
($413,975)  used in operating  activities  was  primarily  due to a reduction in
income to a net loss and the absence of the collection of a large  non-recurring
receivable in the prior period.

         Cash flow used in investing  activities was ($4,538) for the six months
ended  December 31, 2010 as compared to cash flow used in investment  activities
of  ($13,118)  for the same  prior  period.  The  decrease  in cash flow used in
investing  activies of ($8,580) was  primarily due to the reduction of equipment
purchases during the current period.

         Cash flow used in financing  activities was ($1,382) for the six months
ended December 31, 2010 as compared to ($21,712) for the same prior period.  The
decrease in cash flow of ($20,330)  used in financing  activities  was primarily
due to a reduction in payments  made towards a note  payable  combined  with the
maturity of capital leases during the prior period.

         While we expect that our capital needs in the  foreseeable  future will
be met by  cash-on-hand  and existing cash flow,  there is no assurance that the
Company will generate any or sufficient  positive cash flows, or have sufficient
capital,  to finance its growth and  business  operations,  or that such capital
will be  available  on terms that are  favorable  to the Company or at all.  The
Company has recently been incurring  operating losses and experiencing  negative
cash flow. In the current financial  environment,  it could become difficult for
the Company to obtain business leases and other equipment financing. There is no
assurance that we would be able to obtain additional working capital through the
private placement of common stock or from any other source.

OFF-BALANCE SHEET ARRANGEMENTS

         None.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------------------------------------------------------------------

         Not Applicable.


ITEM 4T. CONTROLS AND PROCEDURES.
---------------------------------

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         We maintain  disclosure  controls and  procedures  that are designed to
ensure that  information  required to be disclosed by Warp 9 in the reports that
it files under the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act") is recorded,  processed,  summarized and reported  within the time periods
specified  in the rules and forms of the  Securities  and  Exchange  Commission.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that  information  required to be disclosed by an
issuer that it files under the Exchange Act is accumulated  and  communicated to
the issuer's management, including its principal executive officer and principal
financial  officers,  or persons  performing similar functions as appropriate to
allow timely decisions  regarding required  disclosure.  The Company's Chairman,
Chief Executive Officer,  and Acting Chief Financial Officer are responsible for
establishing and maintaining disclosure controls and procedures for the Company.

                                      -14-
<PAGE>

         Management has evaluated the effectiveness of the Company's  disclosure
controls and procedures as of December 31, 2010 (under the  supervision and with
the participation of the Company's Chairman, Chief Executive Officer, and Acting
Chief  Financial  Officer)  pursuant  to Rule  13a-15(e)  under  the  Securities
Exchange  Act of  1934,  as  amended.  As part of  such  evaluation,  management
considered  the  matters  discussed  below  relating to  internal  control  over
financial  reporting.  Based on this evaluation,  the Company's Chairman,  Chief
Executive  Officer,  and Acting Chief Financial  Officer have concluded that the
Company's  disclosure  controls and  procedures are effective as of December 31,
2010.

INTERNAL CONTROL OVER FINANCIAL REPORTING

         The  Company's   management  is  responsible   for   establishing   and
maintaining adequate internal control over financial  reporting,  (as defined in
Rule  13a-15(f)  under  the  Securities  Exchange  Act of 1934).  The  Company's
internal  control  over  financial  reporting  is a process  designed to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of  financial   statements  for  external  purposes  of  accounting
principles  generally  accepted in the United  States.  Because of its  inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements.  Therefore,  even those  systems  determined  to be effective can
provide  only  reasonable  assurance  of  achieving  their  control  objectives.
Furthermore,  projections of any evaluation of  effectiveness  to future periods
are subject to the risk that  controls  may become  inadequate  due to change in
conditions,  or the degree of  compliance  with the policies or  procedures  may
deteriorate.  After  evaluating the Company's  internal  controls over financial
reporting,  the Company's  Chairman,  Chief Executive Officer,  and Acting Chief
Financial  Officer have  concluded  that the internal  controls  over  financial
reporting are effective as of December 31, 2010.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

         There have been no  changes  in the  Company's  internal  control  over
financial reporting that occurred during the Company's third fiscal quarter that
has  materially  affected,  or is reasonably  likely to materially  affect,  the
Company's internal control over financial reporting.















                                      -15-
<PAGE>

PART II.  - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
-------------------------

         There are no current legal proceedings as of this time.

         The Company may file additional  collection  actions and be involved in
other litigation in the future.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
-------------------------------------------------------------------

         None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
---------------------------------------

         None.

ITEM 4. (REMOVED AND RESERVED)
------------------------------

         None.

ITEM 5. OTHER INFORMATION
-------------------------

         None.















                                      -16-

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------
<TABLE>
<CAPTION>

(a) Exhibits
<S>                      <C>
  EXHIBIT NO.                                                  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)
     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                Termination and Assignment (5)
     31.1                Section 302 Certification
     32.1                Section 906 Certification

---------------------
         (1)      Incorporated by reference from the exhibits  included with the
                  Company's   prior   Report  on  Form  10-KSB  filed  with  the
                  Securities and Exchange Commission, dated March 31, 2002.

         (2)      Incorporated  by reference  from the exhibits  included in the
                  Company's  Information Statement filed with the Securities and
                  Exchange Commission, dated August 1, 2003.

         (3)      Incorporated by reference from the exhibits  included with the
                  Company's  prior  Report  on  Form SC  14F-1  filed  with  the
                  Securities and Exchange Commission, dated April 8, 2003.

         (4)      Incorporated by reference from the exhibits  included with the
                  Company's  prior Report on Form 8-K filed with the  Securities
                  and Exchange Commission, dated May 30, 2003.

         (5)      Incorporated by reference from the exhibits  included with the
                  Company's  prior Report on Form 8-K filed with the  Securities
                  and Exchange Commission, dated May 7, 2007.
</TABLE>

(b) The following is a list of Current  Reports on Form 8-K filed by the Company
during and subsequent to the quarter for which this report is filed.

         (1)      Form  8-K  Report  filed  with  the  Securities  and  Exchange
                  Commission  on  February  1,  2011  regarding  appointment  of
                  William Edward  Beifuss,  Jr. as Chief  Executive  Officer and
                  President.











                                      -17-
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: February 22, 2011                   WARP 9, INC.
                           -----------------------------------------------------
                                           (Registrant)

                           By: \s\William E. Beifuss
                           -----------------------------------------------------
                           William E. Beifuss,
                           Chief Executive Officer and President


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.


By: \s\Louie Ucciferri                                 Dated: February 22, 2011
---------------------------------------------------
Louie Ucciferri, Corporate Secretary,
Acting Chief Financial Officer
(Principal Financial / Accounting Officer)


By: \s\William E. Beifuss                              Dated: February 22, 2011
---------------------------------------------------
William E. Beifuss, Chief Executive Officer and
President (Principal Executive Officer)















                                      -18-