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



                                  FORM 10-QSB/A
                                 Amendment No. 1




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

                       FOR QUARTER ENDED DECEMBER 31, 2006

                         COMMISSION FILE NUMBER 0-13215
                                                -------

                                  WARP 9, INC.
                           -------------------------
             (Exact name of Registrant as Specified in its Charter)


      NEVADA                                            30-0050402
   --------------                                  --------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)


            50 Castilian Dr. Suite A, Santa Barbara, California 93117
                 ---------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:


                                             NAME OF EACH EXCHANGE ON
 TITLE OF EACH CLASS                              WHICH REGISTERED

    COMMON STOCK                                        OTC

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

                                    Yes      X                No
                                        --------------          ------------

         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  13,  2007 the  number  of  shares  outstanding  of the
registrant's only class of common stock was 227,786,533.

         Transitional Small Business Disclosure Format (check one):

                                    Yes                      No     X
                                        --------------          ------------

<PAGE>





                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                  PAGE
PART I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

<S>                                                                                                                <C>
         Balance Sheet as of December 31, 2006 (unaudited)....................................................      3

         Statements of Operations for the Three Months and Six Months ended December 31, 2006
         and 2005 (unaudited).................................................................................      4

         Statements of Cash Flows for the Six Months ended
         December 31, 2006 and 2005 (unaudited)...............................................................      5

         Notes to Consolidated Financial Statements
         (unaudited)..........................................................................................      6

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

Item 3   Controls and Procedures..............................................................................      15

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings ...................................................................................      15

Item 2.  Changes in Securities................................................................................      15

Item 3.  Defaults upon Senior Securities......................................................................      15

Item 4.  Submission of Matters to a Vote of Security Holders..................................................      16

Item 5.  Other Information....................................................................................      16

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

Signatures....................................................................................................      18
</TABLE>























                                        2


<PAGE>
PART I.    FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                           WARP 9, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2006
                                   (Unaudited)

                                     ASSETS
<TABLE>
<CAPTION>
CURRENT ASSETS
<S>                                                                           <C>
     Cash                                                                     $     245,018
     Accounts Receivable, net                                                       461,052
     Prepaid and Other Current Assets                                                17,936
                                                                              --------------
        TOTAL CURRENT ASSETS                                                        724,006
                                                                              --------------

PROPERTY & EQUIPMENT, at cost
     Furniture, Fixtures & Equipment                                                 89,485
     Computer Equipment                                                             499,970
     Commerce Server                                                                 50,000
     Computer Software                                                                9,476
                                                                              --------------
                                                                                    648,931
     Less Accumulated Depreciation                                                 (445,480)
                                                                              --------------
        NET PROPERTY AND EQUIPMENT                                                  203,451
                                                                              --------------

OTHER ASSETS
     Lease Deposit                                                                    9,749
     Restricted Cash                                                                 93,000
     Internet Domain, net                                                             1,319
     Investment-Zingerang                                                            10,000
     Loan Costs                                                                     144,167
                                                                              --------------
        TOTAL OTHER ASSETS                                                          258,235
                                                                              --------------

                TOTAL ASSETS                                                  $   1,185,692
                                                                              ==============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts Payable                                                         $     243,452
     Credit Cards Payable                                                            90,880
     Accrued expenses                                                               447,431
     Bank Line of Credit                                                             62,182
     Deferred Income                                                                136,000
     Note Payable                                                                    19,000
     Customer Deposit                                                                41,033
     Derivative Liability-Debenture                                                 494,084
     Capitalized Leases, Current Portion                                             35,585
                                                                              --------------
        TOTAL CURRENT LIABILITIES                                                 1,569,647
                                                                              --------------

LONG TERM LIABILITIES
     Convertible Debenture                                                          955,000
     Beneficial Conversion Feature                                                 (201,906)
     Capitalized Leases                                                              47,736
                                                                              --------------
                TOTAL  LIABILITIES                                                  800,830
                                                                              --------------

SHAREHOLDERS' DEFICIT
     Common stock, $0.001 par value;
     495,000,000 authorized shares;
     216,786,532 shares issued and outstanding                                      216,786
     Additional paid in capital                                                   6,181,921
     Accumulated deficit                                                         (7,583,492)
                                                                              --------------
        TOTAL SHAREHOLDERS'  DEFICIT                                             (1,184,785)
                                                                              --------------

                TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                   $   1,185,692
                                                                              ==============
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                        3

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

<TABLE>
<CAPTION>
                                                                    Three           Three            Six             Six
                                                                 months ended    months ended    months ended    months ended
                                                                 December 31,    December 31,    December 31,    December 31,
                                                                    2006             2005            2006            2005
                                                                --------------  --------------- ---------------  --------------

<S>                                                             <C>             <C>             <C>              <C>
REVENUE                                                         $     903,754   $      518,146  $    1,336,430   $     856,072

COST OF SERVICES                                                      210,432          159,332         306,171         266,386
                                                                --------------  --------------- ---------------  --------------

GROSS PROFIT                                                          693,322          358,814       1,030,259         589,686

OPERATING EXPENSES
  Selling, General and Administrative Expenses                        529,225          522,615       1,030,397       1,130,258
  Research and Development                                                  -          106,972         107,377         212,754
  Depreciation and Amortization                                        40,575           23,972          80,214          47,365
                                                                --------------  --------------- ---------------  --------------

TOTAL OPERATING EXPENSES                                              569,800          653,559       1,217,988       1,390,377
                                                                --------------  --------------- ---------------  --------------

INCOME (LOSS) FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)          123,522         (294,745)       (187,729)       (800,691)

OTHER INCOME/(EXPENSE)
   Interest Income                                                      1,119              763           3,334           1,779
   Other Income                                                        25,242            9,579          53,657          15,965
Interest Expense                                                      (41,507)        (111,359)       (117,092)       (121,627)
                                                                --------------  --------------- ---------------  --------------

TOTAL OTHER INCOME (EXPENSE)                                          (15,146)        (101,017)        (60,101)       (103,883)
                                                                --------------  --------------- ---------------  --------------

INCOME (LOSS) FROM OPERATIONS BEFORE PROVISION FOR TAXES              108,376         (395,762)       (247,830)       (904,574)

PROVISION FOR INCOME TAXES                                                  -                -               -               -
                                                                --------------  --------------- ---------------  --------------

NET INCOME (LOSS)                                                     108,376         (395,762)       (247,830)       (904,574)
                                                                ==============  =============== ===============  ==============


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

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
      BASIC AND DILUTED                                           209,677,484      184,151,379     203,413,895     182,798,365
                                                                ==============  =============== ===============  ==============

</TABLE>


  The accompanying notes are an integral part of these financial statements.
                                        4


<PAGE>

                          WARP 9, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                            Six             Six
                                                                                        months ended    months ended
                                                                                        December 31,    December 31,
                                                                                            2006            2005
                                                                                       --------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                    <C>             <C>
  Net loss                                                                             $     (247,830) $     (904,574)
  Adjustment to Reconcile Net Loss to Net Cash
  Used in Operating Activities
  Depreciation and Amortization                                                                46,379          47,508
  Issuance of Common Shares and Warrants for Services                                               -         125,943
  Conversion of Convertible Debenture                                                         185,000         100,000
  Conversion Feature Recorded as Interest Expense                                             (33,367)
  Amortization of Loan Costs                                                                   33,750               -
  Cost of Stock Options Recognized                                                             40,383               -
  Derivative Expense                                                                          (81,791)              -
   (Increase) Decrease in:
    Accounts Receivable                                                                      (299,982)        (95,705)
    Prepaid and Other Assets                                                                    6,041            (963)
   Increase (Decrease) in:
    Accounts Payable                                                                           71,960          52,127
    Accrued Expenses                                                                           53,360               -
    Deferred Income                                                                            74,667               -
    Other Liabilities                                                                           9,886          92,540
                                                                                       --------------- ---------------

NET CASH USED IN OPERATING ACTIVITIES                                                        (141,544)       (583,124)
                                                                                       --------------- ---------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
  Purchase of Stock for Investment                                                            (10,000)              -
  Purchase of Property and Equipment                                                           (1,173)        (26,462)
                                                                                       --------------- ---------------
NET CASH USED IN INVESTING ACTIVITIES                                                         (11,173)        (26,462)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payment on Note Payable                                                                      (6,000)              -
  Payments on Capitalized Leases                                                              (45,285)        (27,133)
  Proceeds from Line of Credit                                                                 61,840          99,658
  Proceeds from Convertible Debenture                                                               -         295,500
  Proceeds from Issuance of Common Stock, Net of Cost                                               -         272,963
                                                                                       --------------- ---------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                                      10,555         640,988
                                                                                       --------------- ---------------

NET INCREASE (DECREASE) IN CASH                                                              (142,162)         31,402


CASH, BEGINNING OF PERIOD                                                                     387,180         237,529
                                                                                       --------------- ---------------

CASH, END OF PERIOD                                                                    $      245,018  $      268,931
                                                                                       =============== ===============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   Interest Paid                                                                       $       12,884  $       21,627
                                                                                       =============== ===============
   Taxes Paid                                                                          $            -  $            -
                                                                                       =============== ===============
   Capitalized Lease Contracted                                                        $       19,796  $       19,796
                                                                                       =============== ===============

SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS
     During the three  months  ended  December  31,  2006,  the  Company  issued
     16,286,745  shares  of  common  stock at a fair  value of  $90,000  for the
     convertible debenture. During the three months ended December 31, 2005, the
     Company purchased $19,796 of equipment under capital leases respectively.
</TABLE>


  The accompanying notes are an integral part of these financial statements.
                                        5


<PAGE>


                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                DECEMBER 31, 2006
1.   BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for interim  financial  information and with the  instructions to Form 10-Q
     and Rule 10-01 of Regulation S-X.  Accordingly,  they do not include all of
     the information  and footnotes  required by generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  normal  recurring   adjustments   considered   necessary  for  a  fair
     presentation  have been  included.  Operating  results  for the three month
     period  ended  December  31,  2006 are not  necessarily  indicative  of the
     results that may be expected for the year ending June 30, 2007. For further
     information  refer  to  the  financial  statements  and  footnotes  thereto
     included in the Company's Form 10K-SB for the year ended June 30, 2006.

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.

     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's losses and negative cash flows from operations
     raise  substantial doubt about the Company's ability to continue as a going
     concern.  The ability of the  Company to  continue  as a going  concern and
     appropriateness  of using the going concern basis is dependent upon,  among
     other things, additional cash infusion.

     STOCK-BASED COMPENSATION
     As of June 30, 2006, the Company adopted Financial Accounting Standards No.
     123 (revised  2004),  "Share-Based  Payment" (FAS) No. 123R, that addresses
     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 statement  eliminates the ability to account
     for share-based  compensation  transactions,  as we formerly did, using the
     intrinsic  value method as prescribed by Accounting  Principles  Board,  or
     APB,  Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees,"  and
     generally  requires  that  such  transactions  be  accounted  for  using  a
     fair-value-based  method and  recognized  as expenses in our  statement  of
     income.  The  adoption  of (FAS) No.  123R by the  Company  had no material
     impact on the statement of income.

     The Company  adopted FAS 123R using the modified  prospective  method which
     requires the  application of the  accounting  standard as of June 30, 2006.
     Our  financial  statements  as of and for the  three and six  months  ended
     December 31, 2006 reflect the impact of adopting  FAS 123R.  In  accordance
     with the modified  prospective  method, the financial  statements for prior
     periods have not been restated to reflect,  and do not include,  the impact
     of FAS 123R.

                                        6

<PAGE>

                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                DECEMBER 31, 2006

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

     STOCK-BASED COMPENSATION (CONTINUED)

     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 and six months ended
     December  31,  2006,  included  compensation  expense  for the  stock-based
     payment  awards  granted  prior to, but not yet vested,  as of December 31,
     2006 based on the grant date fair value  estimated in  accordance  with the
     pro  forma  provisions  of  FAS  148,  and  compensation  expense  for  the
     stock-based  payment awards granted  subsequent to December 31, 2006, based
     on the grant date fair value  estimated  in  accordance  with FAS 123R.  As
     stock-based  compensation expense recognized in the statement of income for
     the  three  and six  months  ended  December  31,  2006 is based on  awards
     ultimately expected to vest, it has been reduced for estimated forfeitures,
     FAS 123R  requires  forfeitures  to be  estimated  at the time of grant and
     revised,  if necessary,  in subsequent periods if actual forfeitures differ
     from those estimates.  In the pro forma information  required under FAS 148
     for the periods  prior to the year ended June 30, 2006,  we  accounted  for
     forfeitures  as  they  occurred.   The  stock-based   compensation  expense
     recognized  in the  consolidated  statement  of  operations  during the six
     months ended December 31, 2006 is $40,383.

<TABLE>
<CAPTION>

                                                                              2006              2005
                                                                         ----------------  ----------------
<S>                                                                      <C>               <C>
Net loss as reported                                                     $      (247,830)  $      (904,574)
Add:  Stock based employee compensation expense                                        -                 -
 included in net reported loss, net of related tax effect
Deduct:  Stock based employee compensation expense                                     -           (40,346)
 determined under fair value based method for all awards,
 net of related tax effect
                                                                         ----------------  ----------------

Pro forma net loss                                                       $      (247,830)  $      (944,920)
                                                                         ================  ================

Basic and diluted pro forma loss per share
      As reported                                                        $         (0.00)   $        (0.00)
                                                                         ================  ================
      Proforma                                                           $         (0.00)   $        (0.00)
                                                                         ================  ================
</TABLE>


3.   CAPITAL STOCK

     At  December  31,  2006,  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. During the six months ended December 31, 2006, the
     Company issued  26,983,386  shares of common stock ranging from $0.0046 per
     share to $0.0078 per share for the conversion of the debenture with a value
     of $185,000.

                                        7

<PAGE>

                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                DECEMBER 31, 2006

4.   CONVERTIBLE DEBENTURES

     On December 28, 2005, we consummated a securities  purchase  agreement with
     Cornell  Capital  Partners L.P.  providing for the sale by us to Cornell of
     our 10% secured convertible debentures in the aggregate principal amount of
     $1,200,000  of  which  the  first  installment  of  $400,000  was  advanced
     immediately.  The net  amount  of the  first  installment  received  by the
     Company was  $295,500  after paying  total fees of $92,500  which  included
     legal, structuring, due diligence,  commitment fees, and prior liability of
     $12,000.  An interest  expense of $100,000,  representing  the value of the
     conversion  feature in  accordance to EITF 00-27 was recorded for the first
     installment.  Under EITF 00-27, the Company records a beneficial conversion
     cost associated with the convertibility feature of the security that equals
     the value of any discount to market  available  at the time of  conversion.
     This  beneficial  conversion  cost is recorded at the time the  convertible
     security is first issued and is amortized over the stated terms.

     Holders of the debentures may convert at any time amounts outstanding under
     the  debentures  into shares of our common stock at a conversion  price per
     share  equal to the  lesser of (i) $0.15 or (ii) 80% of the  lowest  volume
     weighted  average  price of our common  stock  during the five trading days
     immediately  preceding  the  conversion  date as quoted by  Bloomberg,  LP.
     Cornell  has agreed not to short any of the  shares of Common  Stock.  EITF
     00-19 is applicable to debentures  issued by the Company in instances where
     the number of shares into which a debenture  can be converted is not fixed.
     For example, when a debenture converts at a discount to market based on the
     stock  price on the  date of  conversion.  In such  instances,  EITF  00-19
     requires that the embedded conversion option of the convertible  debentures
     be bifurcated  from the host contract and recorded at their fair value.  In
     accounting  for  derivatives  under  EITF  00-19,  the  Company  records  a
     liability  representing  the  estimated  present  value  of the  conversion
     feature  considering the historic  volatility of the Company's stock, and a
     discount  representing the imputed interest  associated with the beneficial
     conversion  feature.  The discount is then  amortized  over the life of the
     debentures and the derivative liability is adjusted periodically  according
     to stock  price  fluctuations.  At the time of  conversion,  any  remaining
     derivative  liability is charged to additional paid-in capital. For purpose
     of  determining  derivative  liability,  the  Company  uses  Black  Scholes
     modeling for computing historic volatility.

     We have the right to redeem a portion or all amounts  outstanding under the
     debenture prior to the maturity date at a 20% redemption  premium  provided
     that the  closing  bid price of our  common  stock is less than  $0.15.  In
     addition,  in the event of redemption,  we are required to issue to Cornell
     50,000 shares of common stock for each $100,000 redeemed.

     We also  issued  to  Cornell  five-year  warrants  to  purchase  1,500,000,
     4,000,000  and 4,000,000  shares of Common Stock at $0.08,  $0.10 and $0.12
     per share,  respectively.  These warrants are being accounted for as equity
     instruments.

                                        8

<PAGE>

                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                DECEMBER 31, 2006


4.   CONVERTIBLE DEBENTURES (Continued)

     The second  installment of $350,000  ($295,000 net of fees) was advanced on
     January 27, 2006. An interest expense of $87,500 was incurred, representing
     the value of the conversion feature in accordance to EITF 00-27.

     The last installment of $450,000 ($395,000 net of fees) was advanced on May
     9, 2006,  after the  registration  statement was declared  effective by the
     Securities  and  Exchange  Commission.  An  interest  expense of  $112,500,
     representing  the value of the  conversion  feature in  accordance  to EITF
     00-27, was incurred at the receipt of this first installment.

     The debentures mature on the third anniversary of the date of issuance, and
     the Company is not required to make any payments until the maturity  dates.
     Interest is accrued at 10% per annum on the principal balance  outstanding.
     At December  31,  2006,  the  outstanding  balance of the  debentures  were
     $955,000 and the interest accrued was $94,221.

5.   RELATED PARTY TRANSACTIONS

     On  January  16,  2007,  Mr.  Harinder  Dhillon,  the  Company's  President
     exercised his option to purchase  8,650,000 of the Company's  common stock.
     The options were personal holdings which were granted by Mr. Jon Lei, a 10%
     or larger shareholder of the Company.

6.   LITIGATION SETTLEMENT

     On December 21, 2006, the Company  entered into a  satisfactory  settlement
     agreement  with the plaintiff in a lawsuit and the case was dismissed  with
     prejudice and a mutual general release of all claims. A one time expense of
     $42,694 was incurred for related legal fees and settlement cost.

7.   SUBSEQUENT EVENT

     On February 1, 2007, the Company issued  10,000,000  shares of common stock
     at $0.005 per share for the  conversion  of the Cornell  debenture  with an
     outstanding balance reduction of $50,000.



                                        9

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

CAUTIONARY STATEMENTS

     This Form 10-QSB 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-QSB. 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-QSB.  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 commercialize its technology or to make sales;

               (f)  changes 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;

               (i)  insufficient revenues to cover operating costs.

     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

                                       10

<PAGE>

outstanding  stock ownership may be incurred due to the issuance of more shares,
warrants and stock options,  or the exercise of  outstanding  warrants and stock
options, and other risks inherent in the Company's business.

     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-QSB. 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-QSB,  or to reflect the
occurrence of unanticipated events.


CURRENT OVERVIEW

     We are a provider of  e-commerce  software  platforms  and services for the
catalog and retail industry. Our suite of software platforms is designed to help
online retailers  maximize the Internet  channel by using advanced  technologies
for  online  catalogs,   e-mail  marketing  campaigns,  and  interactive  visual
merchandising.  Offered on 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.  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 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
catalog.

     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.

     We also licensed our patented mobile  messaging  technology on an exclusive
basis to one licensee,  from which we expect to derive royalty revenues. We have
generated only minimal  revenues from the licensing of that  technology to date.
To date,  almost  all of our  revenues  are  generated  from  Warp 9  e-commerce
products and services.

     The quarter ended December 31, 2006 was the highest  revenue quarter in the
history of the Company.  The primary reasons for this revenue increase were: (i)
increases in monthly fees due to higher sales volumes by our growing number of

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<PAGE>

e-commerce clients and (ii) more professional services work from clients such as
custom  marketing  campaigns,  augmenting  website  functionality,   and  custom
programming  projects.  One of the reasons for the  increase in monthly  fees is
because  our SaaS  pricing  model is based in part on the  sales  volume  of our
clients'  e-commerce  websites.  Since online retailing revenues are the highest
during the  holiday  shopping  season,  our  revenues  for the months of October
through December are higher during that period.

     The results of operation for the quarter  ended  December 31, 2006 are also
the first  complete  quarter  of  financials  which  solely  reflect  the Warp 9
e-commerce products and services operation.

     While the Warp 9 ICS (Internet Commerce System) is our flagship and highest
revenue  product,  we have been  developing  new  products  based a  proprietary
virtual  publishing  technology that we have developed.  These new products will
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 will have built-in  integration
for e-commerce  transactions through our ICS product and other transaction based
activities.  This means that 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. Our beta customers have discovered that order sizes through
virtual catalogs are higher than traditional  e-commerce  websites and resulting
in  increasing  sales  demand.  We have been selling this  solution on a limited
basis as a programming  service while we refine the product and  technology.  We
believe there are many markets for our virtual  catalog and magazine  technology
and we intend to aggressively market these new products in the near future.

RESULTS OF  OPERATIONS  FOR THE  THREE-MONTH  PERIOD  ENDED  DECEMBER  31,  2006
COMPARED TO THE SAME PERIOD IN 2005

     Total  revenue  for the  three-month  period  ended  December  31, 2006 was
$903,754 as compared to $518,146 for the  three-month  period ended December 31,
2005.  The 74%  increase in revenue  was  primarily  due to (i) the  increase in
monthly fees from our e-commerce  software as a result of a larger customer base
that is  experiencing  higher  sales  volumes,  and (ii) a general  increase  in
professional services from having more customers.

     The cost of revenue for the three-month  period ended December 31, 2006 was
23% of gross  revenue as  compared to 31% of gross  revenue for the  three-month
period ended  December 31, 2005.  This decrease in cost of revenue is due to the
increased sale of higher profit margin products and services.

     Total operating expenses for the three month period ended December 31, 2006
decreased by $83,759 to $569,800 from $653,559 in 2005.  The change is primarily
due to the virtual  elimination  of all operating  costs relating to the Roaming
Messenger  business,  which was licensed to a third party in September  2006 for
operation by it on an exclusive basis.

     Selling,  general and  administrative  expenses  for the three month period
ended December 31, 2006 was $529,225 as compared to $522,615 for the three month

                                       12

<PAGE>

period ended December 31, 2005.  While the virtual  elimination of all operating
costs relating to the Roaming  Messenger  business  tended to reduce our overall
selling,  general and  administrative  expense for the three month  period ended
December 31, 2006, we incurred an  approximately  $59,000  increase in salaries,
bonuses  and  benefits as well as one time  charges of (i) $42,694  related to a
settlement  of a lawsuit from a former  employee,  and (ii) $49,858 for bad debt
allowances.

     Non-cash selling,  general and administrative expenses for the three months
ended December 31, 2006 totaled $9,696 for employee stock option expenses.

     Research and development expenses for the three month period ended December
31, 2006 was $0 compared to $106,972 for the three month  period ended  December
31, 2005.  This decrease is due to the  elimination of research and  development
costs relating to the Roaming Messenger business.

     Expense related to depreciation  and amortization was $40,575 for the three
months ended December 31, 2006 as compared to $23,972 for the prior year.

     Total other  income and expense was  ($15,146)  for the three  months ended
December 31, 2006 as compared to ($101,017) in the prior year. The difference is
primarily due to a $100,000  expense  representing  the value of the  conversion
feature of the Cornell convertible  debenture in accordance to EITF 00-27 during
the three month period ended December 31, 2005.

     For the three months ended December 31, 2006, our  consolidated  net income
was $108,376 as compared to a consolidated  net loss of ($395,762) for the three
months ended December 31, 2005. We achieved a consolidated net income because of
the  elimination  of costs  previously  associated  with the  Roaming  Messenger
operation,  and an  increase  in holiday  season  revenues  along with a general
increase in customers for Warp 9 e-commerce products and services.

RESULTS OF OPERATIONS FOR THE SIX-MONTH  PERIOD ENDED DECEMBER 31, 2006 COMPARED
TO THE SAME PERIOD IN 2005

     Total  revenue  for the  six-month  period  ended  December  31,  2006  was
$1,336,430 as compared to $856,072 for the six-month  period ended  December 31,
2005.  The 56%  increase in revenue  was  primarily  due to (i) the  increase in
monthly fees from our e-commerce  software as a result of a larger customer base
that  experienced  higher  sales  volumes,   and  (ii)  a  general  increase  in
professional services from having more customers.

     The cost of revenue for the  six-month  period ended  December 31, 2006 was
23% of gross  revenue as  compared  to 31% of gross  revenue  for the  six-month
period ended  December 31, 2005.  This decrease in cost of revenue is due to the
increased sale of higher profit margin products and services.

     Total  operating  expenses for the six month period ended December 31, 2006
decreased  by $172,389 to  $1,217,988  from  $1,390,377  in 2005.  The change is
primarily due to the virtual  elimination of all operating costs relating to the
Roaming Messenger business which was licensed to a third party in September 2006
for operation by it on an exclusive basis.

                                       13

<PAGE>

     Selling, general and administrative expenses for the six month period ended
December 31, 2006 was  $1,030,397  as compared to  $1,130,258  for the six month
period ended December 31, 2005.  While the virtual  elimination of all operating
costs relating to the Roaming  Messenger  business  tended to reduce our overall
selling,  general  and  administrative  expense for the six month  period  ended
December 31, 2006, we incurred an  approximately  $32,000  increase in salaries,
bonuses and  benefits as well as one time  charges of (i) $42,694  relating to a
settlement  of a lawsuit from a former  employee,  and (ii) $47,797 for bad debt
allowances.

     Non-cash selling,  general and  administrative  expenses for the six months
ended December 31, 2006 totaled $40,383 for employee stock option expenses.

     Research and  development  expenses for the six month period ended December
31,  2006 is  $107,377  compared  to  $212,754  for the six month  period  ended
December  31,  2005.  This  decrease is due to the  elimination  of research and
development costs relating to the Roaming Messenger business in September 2006.

     Expenses  related to depreciation  and amortization was $80,214 for the six
months ended December 31, 2006 as compared to $47,365 for the prior year.

     Total  other  income and  expense was  ($60,101)  for the six months  ended
December 31, 2006 as compared to ($103,883) in the prior year.

     For the six months ended December 31, 2006, our  consolidated  net loss was
($247,830)  as compared to a  consolidated  net loss of  ($904,574)  for the six
months ended  December 31, 2005. The reduction in our  consolidated  net loss is
due to the elimination of costs previously associated with the Roaming Messenger
operation, and a general increase in revenue from Warp 9 e-commerce products and
services.

LIQUIDITY AND CAPITAL RESOURCES

     The Company  had cash at December  31, 2006 of $245,018 as compared to cash
of $387,180 as of June 30, 2006. The Company had a net working  capital  deficit
(i.e.  the  difference  between  current  assets  and  current  liabilities)  of
($845,641) at December 31, 2006 as compared to a net working  capital deficit of
($848,174)  at June 30, 2006.  Cash flow  utilized by operating  activities  was
($141,544)  for the six months  ended  December  31,  2006 as  compared  to cash
utilized for  operating  activities  of  ($583,124)  during the six months ended
December 31, 2005. Cash flow used in investing  activities was ($11,173) for the
six  months  ended  December  31,  2006 as  compared  to cash used in  investing
activities of ($26,462) during the six months ended December 31, 2005. Cash flow
provided by financing  activities  was $10,555 for the six months ended December
31, 2006 as compared to cash  provided by financing  activities  of $640,988 for
the six months ended December 31, 2005.

     On August 11, 2005, the Company was approved for a $100,000  revolving line
of credit from Bank of America at an interest of prime plus 4 percentage points.
This line of credit is not  secured  by  assets of the  Company.  The  effective
interest rate on the line of credit at December 31, 2006 was 12.25% per annum.


<PAGE>

At December 31, 2006, $62,182 was borrowed under this line of credit.

     We anticipate  that we may be able to obtain  additional  required  working
capital  through the private  placement of common  stock to domestic  accredited
investors  pursuant to  Regulation D of the  Securities  Act of 1933, as amended
(the "Act"), or to offshore investors pursuant to Regulation S of the Act. There
is no assurance that we will obtain the additional  working capital that we need
through the private  placement of common stock. In addition,  such financing may
not be available in sufficient amounts or on terms acceptable to us.


ITEM 3. CONTROLS AND PROCEDURES

     The  Company's  Chairman  and Chief  Financial  Officer has  evaluated  the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules  13a-15(e) and  15d-15(e)  under the  Securities  Exchange Act of 1934, as
amended) as of the end of the period covered by this quarterly report and, based
on this  evaluation,  has concluded that the disclosure  controls and procedures
are effective.

     There have been no changes in the Company's internal control over financial
reporting  that occurred  during the fiscal quarter ended December 31, 2006 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

     On December 21, 2006, the Company  entered into a  satisfactory  settlement
agreement  with the  plaintiff  in a  lawsuit  and the case was  dismissed  with
prejudice and a mutual general release of all claims.

ITEM 2. CHANGES IN SECURITIES

     During the three  months  ended  December  31,  2006,  the  Company  issued
16,286,745  shares of common stock ranging from $0.0046 per share to $0.0078 per
share for the conversion of the Cornell  debenture  with an outstanding  balance
reduction of $90,000.

     During the three  months  ended  December  31,  2006,  the Company  granted
14,531,500  stock options to various  employees and new members of management at
an exercise price of $0.01 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

                                       15


<PAGE>


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     In September  2006, by written  consent of the holders of a majority of the
outstanding  voting shares of the Company,  the Company  amended its Articles of
Incorporation to change its name from Roaming Messenger, Inc. to Warp 9, Inc.

ITEM 5. OTHER INFORMATION

     On October 15, 2006, Jonathan Lei resigned as the Chairman, Chief Executive
Officer,  President,  Chief Financial  Officer,  and Corporate  Secretary of the
Company for personal reasons.  Mr. Lei has accrued a total of $237,980 in salary
on the Company's  balance sheet since August 1999.  This amount has been audited
by the Company's  auditors and reported in the Company's  Form 10Q-SB and 10K-SB
filings.  The Company and Mr. Lei have agreed to convert his accrued salary into
a  promissory  note bearing  simple  interest at a rate of five percent (5%) per
annum  payable on demand on or before  October 31,  2008,  in lieu of paying the
accrued salary upon Mr. Lei's  resignation.  The Company has also entered into a
one year  consulting  agreement  with Mr. Lei, which can be terminated by either
party  at any  time  upon 30 days  prior  written  notice,  in order to ease the
transition to new  management.  Pursuant to the terms of the agreement,  Mr. Lei
will receive $12,500 per month in consideration  for providing ongoing strategic
planning and  advisory  services to the Company  including,  but not limited to,
business  planning,   financial  planning,   product  planning,  and  management
consulting  services.  The  Company's  Board of Directors  has  appointed  Louie
Ucciferri to replace  Jonathan Lei as Chairman of the Board of Directors and has
appointed  Harinder  Dhillon  and Kin Ng to fill the  vacancies  on the Board of
Directors  created by the  resignation  of Tom M. Djokovich in February 2006 and
the  resignation  of Jonathan  Lei in October  2006.  The Company has  appointed
Harinder Dhillon, the President of the Company's wholly owned subsidiary, as the
President  and Chief  Executive  Officer of the Company and Louie  Ucciferri,  a
director  of the  Company,  as the new  Corporate  Secretary  and  Acting  Chief
Financial Officer of the Company.

     On October 25, 2006, the Company's  articles of incorporation  were amended
to change the name of the Company from Roaming Messenger, Inc. to Warp 9, Inc.

     On November 2, 2006,  the  Company was  approved to trade its common  stock
under the new symbol WNYN.




                                       16

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

         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)
          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 14F1  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 8K filed with the Securities and Exchange  Commission,
     dated May 30, 2003.

(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,  dated  October  17,  2006,  filed  with the SEC  reflecting  the
     resignation  of  Jonathan  Lei in  all  capacities  with  the  Company  and
     appointment of new officers and directors.





                                       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: April 24, 2007                  WARP 9, INC.


                                       By:  \s\Harinder Dhillon
                                       --------------------------------------
                                       Harinder Dhillon
                                       President and Chief Executive Officer

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: April 24, 2007

      --------------------------------------
    Louie Ucciferri, Chairman
    Corporate Secretary, Acting
    Chief Financial Officer
    (Principal Financial/accounting Officer)



By:  \s\ Harinder Dhillon                          Dated: April 24, 2007

      --------------------------------------
    Harinder Dhillon, President and
    Chief Executive Officer, Director
    (Principal Executive Officer)





















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