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 ended March 31, 2013
                                       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)

           NEVADA                                      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[_X_]                                          No[__]
--------------------------------------------------------------------------------

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 May 14, 2013, the number of shares  outstanding of the registrant's  class
of common stock was 96,135,126.
<PAGE>


                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                             PAGE
                                                                         -------
Item 1.  Consolidated Financial Statements                                  3
         Consolidated Balance Sheets as of  March 31, 2013
          (unaudited) and June 30, 2012                                     3
         Consolidated Statements of Operations for the Three Months
          and Nine Months ended March 31, 2013 and March 31, 2012
          (unaudited)                                                       4
         Consolidated Statement of Shareholders' Equity/(Deficit)
          for the Nine Months ended March 31, 2013 (unaudited)              5
         Consolidated Statements of Cash Flows for the Nine Months
          ended March 31, 2013 and March 31, 2012 (unaudited)               6
         Notes to Consolidated Financial Statements (unaudited)             7

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

Item 3.   Quantitative and Qualitative Disclosures About Market Risk       13

Item 4.   Controls and Procedures                                          13

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                                14

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds      14

Item 3.   Defaults Upon Senior Securities                                  14

Item 4.   Mine Safety Disclosures                                          14

Item 5.   Other Information                                                14

Item 6.   Exhibits                                                         14

Signatures                                                                 15





                                       2
<PAGE>

PART I. - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------
<TABLE>
<CAPTION>

                                              WARP 9, INC. AND SUBSIDIARY
                                              CONSOLIDATED BALANCE SHEETS

                                                                                   March 31, 2013       June 30, 2012
                                                                               ----------------------- -----------------
                                                                                    (unaudited)
<S>                                                                            <C>                     <C>
                                                         ASSETS
CURRENT ASSETS
     Cash                                                                      $                  924  $         63,104
     Accounts Receivable, net                                                                  94,021            93,340
     Prepaid and Other Current Assets                                                          10,015            11,792
                                                                               ----------------------- -----------------
        TOTAL CURRENT ASSETS                                                                  104,960           168,236
                                                                               ----------------------- -----------------

PROPERTY & EQUIPMENT, at cost
     Furniture, Fixtures & Equipment                                                           83,288            83,288
     Computer Equipment                                                                       267,069           260,179
     Computer Software                                                                         14,840            14,025
     Leasehold Improvements                                                                    18,696            18,696
                                                                               ----------------------- -----------------
                                                                                              383,893           376,188
     Less accumulated depreciation                                                           (327,577)         (310,992)
                                                                               ----------------------- -----------------
        NET PROPERTY AND EQUIPMENT                                                             56,316            65,196
                                                                               ----------------------- -----------------

OTHER ASSETS
     Lease Deposit                                                                              8,244             8,244
     Internet Domain, net                                                                       1,092             1,273
     Licensing fees                                                                             8,000            17,000
                                                                               ----------------------- -----------------
        TOTAL OTHER ASSETS                                                                     17,336            26,517
                                                                               ----------------------- -----------------

                TOTAL ASSETS                                                   $              178,611  $        259,949
                                                                               ======================= =================

                                     LIABILITIES AND SHAREHOLDERS' EQUITY/(DEFICIT)

CURRENT LIABILITIES
     Accounts Payable                                                          $              146,130  $         91,144
     Accrued Expenses                                                                          87,746            86,383
     Accrued Interest                                                                           4,980             3,964
     Deferred Income                                                                                -            32,853
     Deferred Operating Lease Liability                                                         5,664             5,636
     Note Payable, Other                                                                       39,839            37,867
     Convertible Note Payable                                                                  50,000                 -
     Customer Deposit                                                                           9,461            21,361
                                                                               ----------------------- -----------------
        TOTAL CURRENT LIABILITIES                                                             343,820           279,208
                                                                               ----------------------- -----------------

                TOTAL LIABILITIES                                                             343,820           279,208
                                                                               ----------------------- -----------------

SHAREHOLDERS' EQUITY/(DEFICIT)
     Preferred Stock, $0.001 Par Value;
      5,000,000 Authorized Shares; no shares issued and outstanding                                 -                 -
     Common Stock, $0.001 Par Value;
      495,000,000 Authorized Shares;
      96,135,126 and 96,135,126 Shares Issued and Outstanding , respectively                   96,135            96,135
     Additional Paid In Capital                                                             7,361,847         7,334,613
     Accumulated Deficit                                                                   (7,623,191)       (7,450,007)
                                                                               ----------------------- -----------------
        TOTAL SHAREHOLDERS'  EQUITY/(DEFICIT)                                                (165,209)          (19,259)
                                                                               ----------------------- -----------------

               TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY/(DEFICIT)            $              178,611  $        259,949
                                                                               ======================= =================
</TABLE>


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

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                                    WARP 9, INC. AND SUBSIDIARY
                                                CONSOLIDATED STATEMENT OF OPERATIONS
                                                            (Unaudited)


                                                              Three Months Ended                        Nine Months Ended
                                                     --------------------------------------   --------------------------------------
                                                       March 31, 2013     March 31, 2012       March 31, 2013      March 31, 2012
                                                     ------------------- ------------------   ------------------ -------------------
<S>                                                  <C>                 <C>                  <C>                <C>
REVENUE                                              $          223,740  $         220,406    $         835,177  $          628,899

COST OF SERVICES                                                 45,135             30,408              147,464              80,773
                                                     ------------------- ------------------   ------------------ -------------------

GROSS PROFIT                                                    178,605            189,998              687,713             548,126
                                                     ------------------- ------------------   ------------------ -------------------

OPERATING EXPENSES
  Selling, general and administrative expenses                  268,897            276,983              841,347             882,565
  Research and development                                            -             24,544               13,307              92,554
  Stock option expense                                            5,713                894               15,234               1,815
  Depreciation and amortization                                   5,703              5,404               16,765              17,065
                                                     ------------------- ------------------   ------------------ -------------------

        TOTAL OPERATING EXPENSES                                280,313            307,825              886,653             993,999
                                                     ------------------- ------------------   ------------------ -------------------

LOSS FROM OPERATIONS BEFORE OTHER INCOME/(EXPENSES)            (101,707)          (117,827)            (198,939)           (445,873)
                                                     ------------------- ------------------   ------------------ -------------------

OTHER INCOME/(EXPENSES)
   Other income                                                   7,500              7,500               22,500              16,339
   Gain on extinguishment of debt                                     -                  -                8,808                   -
   Interest expense                                              (1,945)            (1,030)              (3,937)             (3,029)
                                                     ------------------- ------------------   ------------------ -------------------

        TOTAL OTHER INCOME/(EXPENSES)                             5,555              6,470               27,371              13,310
                                                     ------------------- ------------------   ------------------ -------------------

LOSS FROM OPERATIONS BEFORE PROVISION FOR TAXES                 (96,152)          (111,357)            (171,568)           (432,563)
                                                     ------------------- ------------------   ------------------ -------------------

PROVISION FOR INCOME (TAXES)/BENEFIT
   Income taxes paid                                                  -                  -               (1,616)             (1,662)
   Income tax (provision)/benefit                                     -                  -                    -                   -
                                                     ------------------- ------------------   ------------------ -------------------

        PROVISION FOR INCOME (TAXES)/BENEFIT                          -                  -               (1,616)             (1,662)
                                                     ------------------- ------------------   ------------------ -------------------

NET LOSS                                             $          (96,152) $        (111,357)   $        (173,184) $         (434,225)
                                                     =================== ==================   ================== ===================

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

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
    BASIC AND DILUTED                                        96,135,126         96,135,126           96,135,126          96,135,126
                                                     =================== ==================   ================== ===================
</TABLE>




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


                                       4


<PAGE>
<TABLE>
<CAPTION>
                                                     WARP 9, INC. AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                               FOR THE NINE MONTHS ENDED MARCH 31, 2013




                                          Preferred Stock            Common Stock           Additional
                                       ---------------------- ---------------------------    Paid-in       Accumulated
                                          Shares     Value        Shares        Value        Capital         Deficit        Total
                                       ----------- ---------- -------------- ------------- ------------- -------------- ------------
<S>                                    <C>         <C>        <C>            <C>           <C>           <C>            <C>
Balance, June 30, 2012                          -  $       -     96,135,126  $    96,135   $  7,334,613  $  (7,450,007) $   (19,259)

Stock compensation expense (unaudited)          -          -              -            -         15,234              -       15,234

Contributed services (unaudited)                -          -              -            -         12,000              -       12,000

Net loss (unaudited)                            -          -              -            -              -       (173,184)    (173,184)
                                       ----------- ---------- -------------- ------------- ------------- -------------- ------------

Balance, March 31, 2013 (unaudited)             -  $       -     96,135,126  $    96,135   $  7,361,847  $  (7,623,191) $  (165,209)
                                       =========== ========== ============== ============= ============= ============== ============
</TABLE>


























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

                                        5


<PAGE>
<TABLE>
<CAPTION>

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



                                                                                           Nine Months Ended
                                                                                 March 31, 2013          March 31, 2012
                                                                             ----------------------- -----------------------
<S>                                                                          <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
          Net loss                                                           $             (173,184) $             (434,225)
          Adjustment to reconcile net loss to net cash
             provided/(used) by operating activities
          Depreciation and amortization                                                      16,765                  17,065
          Bad debt expense                                                                  (43,256)                 11,256
          Cost of stock compensation recognized                                              15,234                   1,815
          Contributed services                                                               12,000                       -
          Change in assets and liabilities:
          (Increase) Decrease in:
          Accounts receivable                                                                42,575                 (61,867)
          Prepaid and other assets                                                            1,777                  (2,388)
          Other assets                                                                        9,000                   9,000
          Increase (Decrease) in:
             Accounts payable                                                                54,986                 (23,502)
             Accrued expenses                                                                 1,364                 (15,261)
             Deferred income                                                                (32,853)                 (7,257)
             Other liabilities                                                               (8,884)                 (6,512)
                                                                             ----------------------- -----------------------

      NET CASH PROVIDED/(USED) IN OPERATING ACTIVITIES                                     (104,475)               (511,876)
                                                                             ----------------------- -----------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
          Disposal/(Purchase) of property and equipment                                      (7,705)                 (7,893)
                                                                             ----------------------- -----------------------

      NET CASH PROVIDED/(USED) IN INVESTING ACTIVITIES                                       (7,705)                 (7,893)
                                                                             ----------------------- -----------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
          Proceeds from convertible note payable                                             50,000                       -
                                                                             ----------------------- -----------------------

      NET CASH  PROVIDED/(USED) IN FINANCING ACTIVITIES                                      50,000                       -
                                                                             ----------------------- -----------------------

      NET DECREASE IN CASH                                                                  (62,180)               (519,769)


CASH, BEGINNING OF YEAR                                                                      63,104                 575,398
                                                                             ----------------------- -----------------------

CASH, END OF PERIOD                                                          $                  924  $               55,629
                                                                             ======================= =======================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
      Interest paid                                                          $                    -  $                   27
                                                                             ======================= =======================
      Taxes paid                                                             $                  475  $                3,849
                                                                             ======================= =======================

</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
                                 MARCH 31, 2013

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 nine months
     ended March 31, 2013 are not necessarily indicative of the results that may
     be  expected  for the year ending June 30,  2013.  For further  information
     refer to the financial  statements  and footnotes  thereto  included in the
     Company's Form 10K for the year ended June 30, 2012.

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,  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. The
     balance of the  allowance  account at March 31,  2013 and June 30, 2012 are
     $9,152 and $52,408, respectively.

     REVENUE RECOGNITION
     The Company  recognizes income when the service is provided or when product
     is delivered.  We present revenue, net of customer incentives.  Most of the
     income is generated  from  monthly  fees from clients who  subscribe to the
     Company's  fully hosted web based  e-commerce  products on terms  averaging
     twelve months. Unless terminated accordingly with prior written notice, the
     agreements automatically renew for another term.

     We provide online  marketing  services that we purchase from third parties.
     The gross revenue presented in our statement of operations is in accordance
     with ASC 605-45.

     We also offer professional services such as development services.  The fees
     for development services with multiple  deliverables  constitute a separate
     unit of accounting in accordance  with ASC 605-25,  which are recognized as
     the work is performed.

     Upfront  fees for  development  services  or other  customer  services  are
     deferred until certain  implementation or contractual  milestones have been
     achieved.  The deferred  revenue as of March 31, 2013 and June 30, 2012 was
     $0 and $32,853, respectively.

     For the quarter ended,  March 31, 2013, monthly recurring fees for TCP, ICS
     and  mobile  services  account  for 11% of the  Company's  total  revenues,
     professional  services  account  for  86%  and the  remaining  3% of  total
     revenues are from resale of third party products and services.

     For the quarter ended,  March 31, 2012, monthly recurring fees for TCP, ICS
     and  mobile  services  account  for 60% of the  Company's  total  revenues,
     professional  services  account  for  23% and the  remaining  17% of  total
     revenues are from resale of third party products and services.

     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.

                                        7
<PAGE>
                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                 March 31, 2013

     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 nine months ended March 31,
     2013,  included  compensation  expense for the  stock-based  payment awards
     granted  prior to, but not yet  vested,  as of March 31,  2013 based on the
     grant  date  fair  value  estimated.   Stock-based   compensation   expense
     recognized  in the  statement of income for the nine months ended March 31,
     2013 is based on awards  ultimately  expected to vest,  it has been reduced
     for estimated forfeitures.  The stock-based compensation expense recognized
     in the consolidated  statements of operations  during the nine months ended
     March 31, 2013 and 2012 are $15,234 and $1,814, respectively.

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
     Management reviewed accounting pronouncements issued during the nine months
     ended March 31, 2013, and no pronouncements were adopted during the period.

     RECLASSIFICATION
     Certain statement of operations amounts for the nine months ended March 31,
     2012 were  reclassified to conform to the  presentation of the period ended
     March 31, 2013.

3.   LIQUIDITY AND OPERATIONS

     The  company had net losses of $173,184  and  $434,225  for the nine months
     periods ended March 31, 2013 and 2012,  respectively,  and net cash used in
     operating  activities  of  $104,475  and  $511,876  for the  same  periods,
     respectively.

     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.

     GOING CONCERN
     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 does not generate  significant revenue, and has
     negative cash flows from operations,  which 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,  an additional
     cash infusion.  Management believes the existing shareholders and potential
     prospective  new investors will provide the additional  cash needed to meet
     the  Company's   obligations  as  they  become  due,  and  will  allow  the
     development of its core of business.

4.   CONVERTIBLE NOTE PAYABLE

     On March 25, 2013, the Company signed a convertible  promissory  note ("the
     Note") in the  amount of  $100,000,  at which  time an  initial  advance of
     $50,000 was received to cover operational expenses.  The lender advanced an
     additional  $20,000  on April  16,  2013.  The  Company  may draw  upon the
     additional  $30,000 at any time.  The terms of the Note allow the lender to
     convert all or part of the outstanding  balance plus accrued  interest,  at
     any time after the effective  date,  at a conversion  price of the lower of
     (a) $0.015 per share,  or (b) 50% of the lowest trade price of Common Stock
     recorded on any trade day after the effective  date of the  agreement.  The
     Note bears interest at a rate of 10% per year and matures one year from the
     effective date of each advance.

5.   CAPITAL STOCK

     At March 31, 2013 and 2012,  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.

                                       8
<PAGE>
                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                 March 31, 2013

6.   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 may 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 expires on the date specified in the
     Option Agreement,  which date may 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  is  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 is to be specified by the Board at the
     time the Option is granted, and may be less than, equal to, or greater than
     the Fair  Market  Value of the  shares  of  Common  Stock on the date  such
     Nonqualified  Option  is  granted,  but may be no less than 85% of the Fair
     Market  Value of the Common Stock on the date of grant.  The Plan  provides
     specific language as to the termination of options granted.

     On October 12,  2011,  the Company  granted  3,000,000  employee  qualified
     (incentive)  stock options,  and 500,000  non-qualified  stock options at a
     strike  price of $0.004 per share.  The  options  vest  1/48th  monthly and
     expire  October 12, 2021.  During the six months  ended  December 31, 2012,
     2,500,000 of these options were forfeited due to terminations.

     On August 13, 2012,  the Company  granted  12,500,000  non-qualified  stock
     options at a strike  price of $0.0053 per share.  The  options  vest 1/36th
     monthly and expire August 13, 2019.

     A summary of the  Company's  stock  option  activity  for the three  months
     ending March 31, 2013, and related information follows:


                                                          March 31, 2013
                                                   -----------------------------
                                                                    Weighted
                                                                     average
                                                                    exercise
                                                      Options         price
                                                   -------------- --------------
      Outstanding -beginning of period                13,508,000  $       0.005
      Granted                                                  -              -
      Exercised                                                -              -
      Forfeited                                                -              -
                                                   -------------- --------------
      Outstanding - end of period                     13,508,000  $       0.005
                                                   ============== ==============
      Exercisable at the end of period                 2,999,543  $       0.005
                                                   ============== ==============
      Weighted average fair value of
       options granted during the year                            $      66,250
                                                                  ==============

     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.

                                       9
<PAGE>

     The weighted  average  remaining  contractual  life of options  outstanding
     issued under the plan as of March 31, 2013 was as follows:


                                                              Weighted
                                                               Average
                                   Number of                  remaining
         Exercise                   options                  contractual
          prices                  outstanding               life (years)
     ---------------            ------------------        ---------------
     $   0.050                              8,000              5.33
     $   0.005                         12,500,000              6.37
     $   0.004                          1,000,000              8.54
                                ------------------
                                       13,508,000
                                ==================

7.   SUBSEQUENT EVENTS

     Management has evaluated subsequent events according to the requirements of
     ASC TOPIC 855, and has determined that no such events require disclosure.


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,"
         "we," "us," "our," 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)      loss of customers  and  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 the
                  Company;

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

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

                                       10
<PAGE>


         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 or  successfully  compete,  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

         W9 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.

         We believe 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 SaaS 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.
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 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.  We also examine  features  that we believe  will create a  competitive
advantage during our sales process to clients. We believe 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. We believe 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.

                                       11
<PAGE>

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.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 2013,  COMPARED TO THE
NINE MONTHS ENDED MARCH 31, 2012.

REVENUE

         Total  revenue for the nine months  ended March 31, 2013  increased  by
$206,278 to $835,177 compared to $628,899 for the same prior period. The overall
increase in revenue was  primarily the result of an increase in upfront fees for
mobile e-commerce website development.

COST OF REVENUE

         The cost of revenue for the nine months ended March 31, 2013  increased
by $66,691  to  $147,464  compared  to $80,773  for the same prior  period.  The
overall  increase  was  primarily  due to costs  incurred to produce  e-commerce
websites.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

         Selling,  general,  and  administrative  (SG&A)  expenses  for the nine
months ended March 31, 2013 decreased  $41,218 to $841,347  compared to $882,565
for the same prior period.  The overall  decrease in SG&A expenses was primarily
due to a decrease in salary expense.

RESEARCH AND DEVELOPMENT

         Research and  development  expenses for the nine months ended March 31,
2013  decreased  $79,247 to $13,307 as  compared  to $92,554  for the same prior
period.  The  decrease  was due to a  reduction  in time  devoted to the new TCP
platform and instead  devoting those resources to operations and current project
production.

NET INCOME/(LOSS)

         The  consolidated net loss for the nine months ended March 31, 2013 was
($173,184)  compared to the  consolidated  net loss of  ($434,225)  for the same
prior  period.  The decrease in net loss for the period was  primarily due to an
increase in mobile  e-commerce  website  upfront revenue and a reduction in SG&A
expenses.

                                       12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

         The Company had a net working  capital  deficit  (i.e.  the  difference
between current assets and current  liabilities) of ($238,860) at March 31, 2013
as compared to a net working capital deficit of ($110,972) at June 30, 2012. The
decrease in net  working  capital at March 31, 2013 was caused by an increase in
accounts payable over the past year.

         Cash flow used in  operating  activities  was  ($104,475)  for the nine
months  ended  March  31,  2013 as  compared  to  cash  flow  used in  operating
activities  of ($511,876)  for the same prior period.  The decrease in cash flow
used in operating  activities of $407,401 was primarily due to a decrease in net
loss and accounts receivable, and an increase in accounts payable.

         Cash flow used in investing activities was ($7,705) for the nine months
ended March 31, 2013 as compared to cash flow used in  investment  activities of
($7,893) for the same prior period.  The decrease in cash flow used in investing
activities  of $188 was  primarily  due to the decrease of  equipment  purchases
during the current period.

         Cash flow  provided in  financing  activities  was $50,000 for the nine
months  ended March 31, 2013 as  compared to $0 for the same prior  period.  The
increase in cash flow  provided in  financing  activities  of $50,000 was due to
proceeds received by the Company from a convertible promissory note, dated March
25, 2013.

         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 we
will generate any or sufficient positive cash flows, or have sufficient capital,
to finance our growth and  business  operations,  or that such  capital  will be
available on terms that are  favorable to us 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 4. 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 W9 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 Chief  Financial  Officer  are  responsible  for
establishing and maintaining disclosure controls and procedures for the Company.

         Management has evaluated the effectiveness of the Company's  disclosure
controls and procedures as of March 31, 2013 (under the supervision and with the
participation  of the Company's  Chairman,  Chief Executive  Officer,  and 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
Chief Financial  Officer have concluded that the Company's  disclosure  controls
and procedures are effective as of March 31, 2013.

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.

                                       13
<PAGE>

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 Chief Financial
Officer have concluded that the internal  controls over financial  reporting are
effective as of March 31, 2013.

 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 nine month period ended
March  31,  2013  that has  materially  affected,  or is  reasonably  likely  to
materially affect, the Company's internal control over financial reporting.

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. MINE SAFETY DISCLOSURES
 ------------------------------

         Not applicable.


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

         None.


ITEM 6. EXHIBITS
----------------

(a) Exhibits

    EXHIBIT NO.                                 DESCRIPTION
-----------------             --------------------------------------------------
31.1                          Section 302 Certification
31.2                          Section 302 Certification
32.1                          Section 906 Certification
32.2                          Section 906 Certification
EX-101.INS                    XBRL INSTANCE DOCUMENT*
EX-101.SCH                    XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT*
EX-101.CAL                    XBRL TAXONOMY EXTENSION CALCULATION LINKBASE*
EX-101.DEF                    XBRL TAXONOMY EXTENSION DEFINITION LINKBASE*
EX-101.LAB                    XBRL TAXONOMY EXTENSION LABELS LINKBASE*
EX-101.PRE                    XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE*

* Furnished  herewith.  Pursuant to Rule 406T of Regulation S-T, the interactive
data files on Exhibit 101 hereto are deemed not filed or part of a  registration
statement or prospectus  for purposes of Sections 11 or 12 of the Securities Act
of 1933,  as amended,  and  otherwise  are not subject to liability  under those
sections.

                                       14
<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.


                                  WARP 9, INC.
                     --------------------------------------
                                  (Registrant)


Dated: May 14, 2013                  By:/s/ Andrew Van Noy
                                        ---------------------------------------
                                        Andrew Van Noy, 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/ Andrew Van Noy                                       Dated: May 14, 2013
--------------------------------------------------------
Andrew Van Noy, Chief Executive Officer and President
(Principal Executive Officer)


By: /s/ Gregory S. Boden
--------------------------------------------------------
Gregory S. Boden, Chief Financial Officer
(Principal Financial/Accounting Officer)



































                                       15