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 September 30, 2009

                                       or

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

For the Transition period from _______________ to ______________

                         Commission File Number: 0-13215

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

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


             50 CASTILIAN DRIVE, SUITE 101, 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[__]                                      No[_X_]

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

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

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

                          Yes[__]                                      No[_X_]

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

As of November  11, 2009 the number of shares  outstanding  of the  registrant's
class of common stock was 340,579,815.

<PAGE>
<TABLE>
<CAPTION>



                                                    TABLE OF CONTENTS

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

Item 1.           Consolidated Financial Statements                                                                   2
                  Consolidated Balance Sheets as of  September 30, 2009 (unaudited) and June 30, 2009                 3
                  (audited)
                  Consolidated Statements of Income for the Three Months ended September 30, 2009 and                 4
                  September 30, 2008 (unaudited)
                  Consolidated Statement of Shareholders' Equity for the Three Months ended September 30,             5
                  2009 (unaudited)
                  Consolidated Statements of Cash Flows for the Three Months ended September 30, 2009 and             6
                  September 30, 2008 (unaudited)
                  Notes to Consolidated Financial Statements (unaudited)                                              7

Item 2.           Management's Discussion and Analysis of Financial Condition and Results of Operations              11

Item 3.           Quantitative and Qualitative Disclosures About Market Risk                                         16

Item 4T.          Controls and Procedures                                                                            16


PART II - OTHER INFORMATION

Item 1.           Legal Proceedings                                                                                  17

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds                                        17

Item 3.           Defaults Upon Senior Securities                                                                    17

Item 4.           Submission of Matters to a Vote of Security Holders                                                17

Item 5.           Other Information                                                                                  17

Item 6.           Exhibits and Reports on Form 8-K                                                                   18

Signatures                                                                                                           19
</TABLE>














                                       -1-
<PAGE>

PART I. - FINANCIAL INFORMATION

ITEM 1.    CONSOLIDATED FINANCIAL STATEMENTS












































                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                                         WARP 9, INC. AND SUBSIDIARY
                                         CONSOLIDATED BALANCE SHEETS

                                                                         (Unaudited)
                                                                      September 30, 2009    June 30, 2009
                                                                      ------------------- -------------------
<S>                                                                   <C>                 <C>
                                                    ASSETS
CURRENT ASSETS
     Cash                                                             $        1,042,325  $          849,508
     Accounts Receivable, net                                                    172,106             324,668
     Prepaid and Other Current Assets                                             13,585              11,804
     Current Portion of Deferred Tax Asset                                       147,954             165,167
                                                                      ------------------- -------------------
        TOTAL CURRENT ASSETS                                                   1,375,970           1,351,147
                                                                      ------------------- -------------------

PROPERTY & EQUIPMENT, at cost
Furniture, Fixtures & Equipment                                                   89,485              89,485
Computer Equipment                                                               514,450             511,889
Commerce Server                                                                   50,000              50,000
Computer Software                                                                 16,754               9,476
                                                                      ------------------- -------------------
                                                                                 670,689             660,850
Less accumulated depreciation                                                   (628,968)           (621,829)
                                                                      ------------------- -------------------
        NET PROPERTY AND EQUIPMENT                                                41,721              39,021
                                                                      ------------------- -------------------

OTHER ASSETS
      Lease Deposit                                                                9,033               9,749
      Restricted Cash                                                             93,000              93,000
      Internet Domain, net                                                           849                 891
      Long Term Deferred Tax Asset                                             1,768,981           1,762,727
                                                                      ------------------- -------------------
        TOTAL OTHER ASSETS                                                     1,871,863           1,866,367
                                                                      ------------------- -------------------
        TOTAL ASSETS                                                  $        3,289,554  $        3,256,535
                                                                      =================== ===================

                                     LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable                                                      $           68,801  $           70,573
Credit Cards Payable                                                                 438                 254
Accrued Expenses                                                                  62,486              87,194
Note Payable, Other                                                               33,916              33,916
Customer Deposit                                                                  39,386              48,431
Deferred income                                                                   63,333                   -
Capitalized Leases, Current Portion                                                4,657               8,138
                                                                      ------------------- -------------------
        TOTAL CURRENT LIABILITIES                                                273,017             248,506
                                                                      ------------------- -------------------

LONG TERM LIABILITIES
Note payable, Other                                                               38,461              46,542
                                                                      ------------------- -------------------
        TOTAL  LONG TERM LIABILITIES                                              38,461              46,542
                                                                      ------------------- -------------------
        TOTAL LIABILITIES                                                        311,478             295,048
                                                                      ------------------- -------------------

SHAREHOLDERS' EQUITY
Common Stock, $0.001 Par Value;
495,000,000 Authorized Shares;
340,579,815 Shares Issued and Outstanding                                        340,579             340,579
Additional Paid In Capital                                                     6,899,853           6,897,311
Accumulated Deficit                                                           (4,262,356)         (4,276,403)
                                                                      ------------------- -------------------
        TOTAL SHAREHOLDERS'  EQUITY                                            2,978,076           2,961,487
                                                                      ------------------- -------------------
        TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                    $        3,289,554  $        3,256,535
                                                                      =================== ===================
</TABLE>
   The accompanying notes are an integral part of these financial statements
                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                                             WARP 9, INC. AND SUBSIDIARY
                                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                                     (Unaudited)

                                                                          Three Months Ended      Three Months Ended
                                                                          September 30, 2009      September 30, 2008
                                                                         --------------------    --------------------
<S>                                                                      <C>                     <C>
REVENUE                                                                  $           386,071     $           467,865

COST OF SERVICES                                                                      37,026                  37,736
                                                                         --------------------    --------------------

GROSS PROFIT                                                                         349,045                 430,129
                                                                         --------------------    --------------------

OPERATING EXPENSES
  Selling, general and administrative expenses                                       328,416                 346,732
  Research and development                                                             5,000                  16,615
  Stock option expense                                                                 2,542                   2,950
  Depreciation and amortization                                                        7,181                  16,513
                                                                         --------------------    --------------------

        TOTAL OPERATING EXPENSES                                                     343,139                 382,810
                                                                         --------------------    --------------------

INCOME FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)                                  5,906                  47,319
                                                                         --------------------    --------------------

OTHER INCOME/(EXPENSE)
   Interest Income                                                                    10,065                       -
   Other Income                                                                       11,250                  13,883
   Interest Expense                                                                   (2,215)                 (5,185)
                                                                         --------------------    --------------------

        TOTAL OTHER INCOME (EXPENSE)                                                  19,100                   8,698
                                                                         --------------------    --------------------

INCOME FROM OPERATIONS BEFORE PROVISION FOR TAXES                                     25,006                  56,017

PROVISION FOR INCOME (TAXES)/BENEFIT
   Income (taxes)/benefit                                                            (10,959)                (46,187)
                                                                         --------------------    --------------------

NET INCOME                                                                            14,047                   9,830
                                                                         ====================    ====================


BASIC EARNINGS PER SHARE                                                 $              0.00     $              0.00
                                                                         ====================    ====================
DILUTED EARNINGS PER SHARE                                               $              0.00     $              0.00
                                                                         ====================    ====================


WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
      BASIC                                                                      340,579,815             340,579,815
                                                                         ====================    ====================
      DILUTED                                                                    340,579,815             340,928,884
                                                                         ====================    ====================
</TABLE>



   The accompanying notes are an integral part of these financial statements

                                      -4-

<PAGE>
<TABLE>
<CAPTION>
                                                    WARP 9, INC. AND SUBSIDIARY
                                           CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY


                                                                                      Additional
                                                                         Common         Paid-in       Accumulated
                                                         Shares          Stock          Capital        Deficit          Total
                                                     --------------- -------------- --------------- -------------- ---------------

<S>                                                  <C>             <C>            <C>             <C>            <C>
Balance, June 30, 2009                                  340,579,815  $     340,579  $    6,897,311  $  (4,276,403) $    2,961,487

Stock compensation expense (unaudited)                            -              -           2,542              -           2,542

Net income for the three months ended
 September 30, 2009 (unaudited)                                   -              -               -         14,047          14,047
                                                     --------------- -------------- --------------- -------------- ---------------

Balance, September 30, 2009 (unaudited)                 340,579,815  $     340,579  $    6,899,853  $  (4,262,356) $    2,978,076
                                                     =============== ============== =============== ============== ===============
</TABLE>




























  The accompanying notes are an integral part of these financial statements

                                      -5-

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

                                                                             Three Months Ended  Three Months Ended
                                                                             September 30, 2009  September 30, 2008
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                   $        14,047     $       9,830
Adjustment to reconcile net income to net cash
  used in operating activities
Depreciation and amortization                                                          7,181            16,512
Bad debt expense                                                                    (105,240)          (34,777)
Cost of stock compensation recognized                                                  2,542             2,950
Changes in Assets and Liabilities
(Increase) Decrease in:
    Accounts receivable                                                              257,802           (14,743)
    Prepaid and other assets                                                          (1,781)              493
    Deferred tax benefit                                                              10,959            40,137
    Deposits                                                                             716                 -
Increase (Decrease) in:
    Accounts payable                                                                  (1,588)           24,053
    Accrued expenses                                                                 (24,708)           (7,708)
    Deferred Income                                                                   63,333            (2,333)
    Corporate income tax provision                                                         -             4,450
    Other liabilities                                                                 (9,045)          (13,179)
                                                                             ------------------  ------------------

        NET CASH PROVIDED BY OPERATING ACTIVITIES                                    214,218            25,685
                                                                             ------------------  ------------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of property and equipment                                                    (9,839)           (1,303)
                                                                             ------------------  ------------------

        NET CASH USED IN INVESTING ACTIVITIES                                         (9,839)           (1,303)
                                                                             ------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on notes payable                                                                   -           (37,500)
Payments on notes payable, other                                                      (8,081)          (10,027)
Payments on capitalized leases                                                        (3,481)           (8,644)
Proceeds from line of credit                                                               -               535
Proceeds from issuance of common stock, net of cost                                        -              (200)
                                                                             ------------------  ------------------

        NET CASH USED BY FINANCING ACTIVITIES                                        (11,562)          (55,836)
                                                                             ------------------  ------------------

                NET INCREASE/(DECREASE) IN CASH                                      192,817           (31,454)


CASH, BEGINNING OF PERIOD                                                            849,508           680,649
                                                                             ------------------  ------------------

CASH, END OF PERIOD                                                          $     1,042,325     $     649,195
                                                                             ==================  ==================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   Interest paid                                                             $         1,554     $       5,185
                                                                             ==================  ==================
   Taxes paid                                                                $             -     $       1,600
                                                                             ==================  ==================

SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS
During  the  three  months  ended  September  30,  2009 and  2008,  the  Company
recognized stock compensation expense of $2,542 and $2,950, respectively.
</TABLE>


   The accompanying notes are an integral part of these financial statements

                                      -6-
<PAGE>
                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                               SEPTEMBER 30, 2009


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 three month
     period  ended  September  30, 2009 are not  necessarily  indicative  of the
     results that may be expected for the year ending June 30, 2010. For further
     information  refer  to  the  financial  statements  and  footnotes  thereto
     included in the Company's Form 10K for the year ended June 30, 2009.

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.

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

     Stock-based  compensation  expense recognized during the period is based on
     the value of the portion of  stock-based  payment awards that is ultimately
     expected  to  vest.  Stock-based  compensation  expense  recognized  in the
     consolidated   statement  of  operations  during  the  three  months  ended
     September  30,  2009,  included  compensation  expense for the  stock-based
     payment  awards  granted prior to, but not yet vested,  as of September 30,
     2009  based  on  the  grant  date  fair  value  estimated.  in  Stock-based
     compensation  expense  recognized  in the statement of income for the three
     months ended September 30, 2009 is based on awards  ultimately  expected to
     vest,  it has been  reduced  for  estimated  forfeitures.  Forfeitures  are
     estimated at the time of grant and revised,  if  necessary,  in  subsequent
     periods if actual forfeitures differ from those estimates.  The stock-based
     compensation   expense   recognized  in  the  consolidated   statements  of
     operations  during the three months ended  September  30, 2009 and 2008 are
     $2,542 and $2,950 respectively.

     Recent Accounting Pronouncements
     --------------------------------
     In  June  2009,  the  FASB  issued  guidance  under  Accounting   Standards
     Codification ("ASC") Topic 105, "Generally Accepted Accounting  Principles"
     (SFAS  No.  168,  The FASB  Accounting  Standards  Codification  TM and the
     Hierarchy of  Generally  Accepted  Accounting  Principles).  This  guidance
     establishes  the FASB ASC as the single source of  authoritative  U.S. GAAP
     recognized by the FASB to be applied by nongovernmental entities. Rules and
     interpretive releases of the SEC under authority of federal securities laws
     are also sources of authoritative  U.S. GAAP for SEC registrants.  SFAS 168
     and the ASC are effective for financial  statements  issued for interim and
     annual  periods  ending after  September 15, 2009.  The ASC  supersedes all
     existing   non-SEC   accounting   and   reporting   standards.   All  other
     non-grandfathered,  non-SEC  accounting  literature not included in the ASC
     has become  non-authoritative.  Following SFAS 168, the FASB will no longer
     issue new standards in the form of  Statements,  FSPs,  or EITF  Abstracts.
     Instead, the FASB will issue Accounting Standards Updates, which will serve
     only to update the ASC, provide background  information about the guidance,
     and  provide  the bases for  conclusions  on the  change(s)  in the ASC. We
     adopted  ASC  105  effective  for our  financial  statements  issued  as of
     September 30, 2009. The adoption of this guidance did not have an

                                      -7-
<PAGE>


                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                               SEPTEMBER 30, 2009


     Recent Accounting Pronouncements (continued)
     --------------------------------------------

     impact  on our  financial  statements  but will  alter  the  references  to
     accounting literature within the consolidated financial statements.


     In August 2009, the FASB issued guidance under Accounting  Standards Update
     ("ASU") No. 2009-05,  "Measuring  Liabilities at Fair Value". This guidance
     clarifies  how the  fair  value a  liability  should  be  determined.  This
     guidance is effective for the first  reporting  period after  issuance.  We
     will adopt this  guidance for our year ending  December 31, 2009. We do not
     expect the  adoption  of this  guidance  to have a  material  impact on our
     financial statements


3.   CAPITAL STOCK

     At September 30, 2009 and 2008, the Company's  authorized stock consists of
     495,000,000 shares of common stock, par value $0.001 per share. The Company
     is also authorized to issue 5,000,000  shares of preferred stock with a par
     value of $0.001.  The rights,  preferences and privileges of the holders of
     the preferred  stock will be determined by the Board of Directors  prior to
     issuance of such shares.

4.   STOCK OPTIONS AND WARRANTS

     On July 10, 2003,  the Company  adopted the Warp 9, Inc.  Stock Option Plan
     for Directors,  Executive Officers, and Employees of and Key Consultants to
     the  Company.  This  Plan,  may issue  25,000,000  shares of common  stock.
     Options  granted  under  the Plan  could be  either  Incentive  Options  or
     Nonqualified  Options,  and are  administered  by the  Company's  Board  of
     Directors. Each options may be exercisable in full or in installment and at
     such time as designated by the Board.  Notwithstanding  any other provision
     of the Plan or of any Option  agreement,  each  option are to expire on the
     date specified in the Option agreement,  which date are to be no later than
     the tenth  anniversary  of the date on which the Option was granted  (fifth
     anniversary   in  the   case  of  an   Incentive   Option   granted   to  a
     greater-than-10%  stockholder).  The purchase price per share of the Common
     Stock  under each  Incentive  Option are to be no less than the Fair Market
     Value of the Common  Stock on the date the option was granted  (110% of the
     Fair  Market  Value in the  case of a  greater-than-10%  stockholder).  The
     purchase price per share of the Common Stock under each Nonqualified Option
     were to be specified  by the Board at the time the Option was granted,  and
     could be less than,  equal to or greater  than the Fair Market Value of the
     shares of Common  Stock on the date such  Nonqualified  Option was granted,
     but were to be no less than the par value of  shares of Common  Stock.  The
     plan provided  specific  language as to the  termination of options granted
     hereunder.

     The Company used the  historical  industry  index to calculate  volatility,
     since the Company's  stock  history did not  represent the expected  future
     volatility of the Company's common stock. The fair value of options granted
     was   determined   using  the  Black  Scholes  method  with  the  following
     assumptions:


                                                       Period Ended
                                                         9/30/2009
                                                    --------------------
        Risk free interest rate                          3.2% - 5.07%
        Stock volatility factor                           0.31 -0.53
        Weighted average expected option life               4 years
        Expected dividend yield                              none


                                      -8-
<PAGE>
                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                               SEPTEMBER 30, 2009


4.   STOCK OPTIONS AND WARRANTS (Continued)

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


                                                        Period ended
                                                     September 30, 2009
                                               --------------------------------
                                                                   Weighted
                                                                    average
                                                                   exercise
                                                    Options          price
                                               ----------------- --------------
        Outstanding -beginning of year               12,400,000  $        0.02

        Granted                                               -              -

        Exercised                                             -              -

        Forfeited                                      (800,000)         (0.11)
                                               ----------------- --------------
        Outstanding - end of year                    11,600,000  $        0.01
                                               ================= ==============
        Exercisable at the end of year                9,128,390  $        0.01
                                               ================= ==============
        Weighted average fair value of
         options granted during the year                         $           -
                                                                 ==============

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

     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
     financial  statements of operations  during the period ended  September 30,
     2009,  included  compensation  expense for the  stock-based  payment awards
     granted prior to, but not yet vested, as of September 30, 2009 based on the
     grant  date  fair  value  estimated,   and  compensation  expense  for  the
     stock-based  payment awards granted subsequent to September 30, 2009, based
     on the grant date fair value estimated.  We account for forfeitures as they
     occur. The stock-based  compensation expense recognized in the statement of
     operations during the period ended September 30, 2009 is $2,542.

     The weighted  average  remaining  contractual  life of options  outstanding
     issued under the plan as of September 30, 2009 was as follows:

                                                              Weighted
                                                               Average
                                        Number of             remaining
                  Exercise               options             contractual
                   prices              outstanding           life (years)
             -------------------    ------------------    ------------------
                   $ 0.07                    100,000            4.25
                   $ 0.08                     50,000            2.25
                   $ 0.01                 10,950,000            4.36
                   $ 0.02                    500,000            5.72
                                    ------------------
                                          11,600,000
                                    ==================

                                      -9-
<PAGE>
                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                               SEPTEMBER 30, 2009


5.   INCOME TAXES

     The Company files income tax returns in the U.S. Federal jurisdiction,  and
     the state of  California.  With few  exceptions,  the  Company is no longer
     subject  to  U.S.  federal,  state  and  local,  or  non-U.S.   income  tax
     examinations by tax authorities for years before 2006.

     The Company accounts for uncertainty in tax positions by recognition in the
     financial statements.

     The  Company's   policy  is  to  recognize   interest  accrued  related  to
     unrecognized  tax benefits in interest  expense and  penalties in operating
     expenses.


6.   SUBSEQUENT EVENT

     Management has evaluated  subsequent  events through November 13, 2009, the
     date  the  financial  statements  were  available  to be  issued,  and  has
     determined there are no subsequent events to be reported.























                                      -10-
<PAGE>

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

CAUTIONARY STATEMENTS

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

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

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

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

                  (b)      potential fluctuation in quarterly results;

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

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

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

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

                  (g)      rapid and significant changes in markets;

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

                  (i)      insufficient revenues to cover operating costs;

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

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

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

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

                                      -11-
<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,  the  Company's  products  and  services  may become
obsolete,  government  regulation may hinder the Company's business,  additional
dilution in outstanding  stock  ownership may be incurred due to the issuance of
more shares,  warrants and stock options,  the exercise of outstanding  warrants
and stock options, or other risks inherent in the Company's businesses.

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

CURRENT OVERVIEW

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

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

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

         While the Warp 9 Internet  Commerce  System ("ICS") is our flagship and
highest  revenue  product,  we have been  developing  and deploying new products
based on a proprietary  virtual  publishing  technology  that we have developed.
These new products have allowed for the creation of interactive  web versions of
paper catalogs ("VCS") and magazines  ("VMS") 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.   Clients  utilizing  this
technology have discovered when exposing consumers to virtual catalogs, a higher
average order size and  significant  increase in rate of conversion  result.  We
have been selling this  solution on a limited  basis as a  professional  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 test market
these new products with greater distribution in the near future.

                                      -12-
<PAGE>
         Research  and  development  ("R&D")  efforts  have been focused both on
these new products and on updating our current  products with new  features.  In
the planning phase of these new features,  we look to direct client feedback and
feature requests;  we study the e-commerce  landscape to determine features that
will provide our clients with a competitive  advantage in producing  greater and
more  effective  selling;  and we also  examine  features  that  will  create  a
competitive  advantage  during  our  sales  process  to  clients.  Emerging  and
declining  trends also play a role in how clients  perceive what features should
be provided by which  vendors.  We are  sometimes  able to  capitalize  on these
opportunities  by bundling  features for greater value and/or increased fees and
revenue.

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.


                                      -13-
<PAGE>

RESULTS OF OPERATIONS FOR THE THREE-MONTHS  ENDED SEPTEMBER 30, 2009 COMPARED TO
THE THREE-MONTHS ENDED SEPTEMBER 30, 2008

REVENUE

         Total  revenue for the  three-month  period  ended  September  30, 2009
decreased by ($81,794) to $386,071 from $467,865 in the prior year, representing
a decrease of 21%. The overall decrease in revenue was primarily the result of a
decrease in  recurring  monthly  fees and  professional  services  booked in the
quarter as a result of the slowing economic environment.

COST OF REVENUE

         The cost of revenue for the three-month period ended September 30, 2009
decreased by ($710) to $37,026 as compared to $37,736 for the three-month period
ended September 30, 2008. The overall decrease was primarily due to the decrease
in sales  commissions  and costs  incurred for vendor  obtained  services by the
Company.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling,  general  and  administrative  (SG&A)  expenses  decreased  by
($18,316)  during the three  months  ended  September  30,  2009 to  $328,416 as
compared to $346,732 for the  three-month  period ended  September 30, 2008. The
decrease in SG&A expenses was primarily  due to the  recognition  of certain bad
debt  in  2009  combined  with  decreases  of  other  ongoing  vendor   provided
professional services and employee expenses.

RESEARCH AND DEVELOPMENT

         Research and  development  expenses  decreased by ($11,615)  during the
three months ended  September  30, 2009 to $5,000 as compared to $16,615 for the
three  months  ended  September  30,  2008.  The  decrease  is due to an overall
decrease in employee expense.

DEPRECIATION AND AMORTIZATION

         Expenses related to depreciation  and amortization  were $7,181 for the
three  months  ended  September  30,  2009 as  compared to $16,513 for the three
months ended September 30, 2008. The decrease in depreciation  and  amortization
is due to the  elimination of capital leases and a decrease in the  depreciation
of other equipment.


                                      -14-
<PAGE>

OTHER INCOME AND EXPENSE

         Total other income and expense for the three months ended September 30,
2009 was positive  $19,100 as compared to positive $8,698 for the same period of
the prior year.  The change is  primarily  due to an  increase  in other  income
associated with interest.

NET INCOME

         For the three months ended  September 30, 2009,  the  consolidated  net
income rose to $14,047 as compared to the  consolidated net income of $9,830 for
the three months ended  September  30, 2008.  The increase in  consolidated  net
income is primarily due to a decrease in consolidated expenses.


LIQUIDITY AND CAPITAL RESOURCES

         The Company had cash at September 30, 2009 of $1,042,325 as compared to
cash of $649,195 as of September 30, 2008. The increase in cash is primarily due
to the collection of outstanding accounts  receivables  resulting in an increase
of current  assets.  The Company had net working  capital (i.e.  the  difference
between  current assets and current  liabilities) of $1,102,953 at September 30,
2009 as compared to a net working capital of $690,498 at September 30, 2008.

         Cash flow provided by operating  activities  was $214,218 for the three
months  ended  September  30,  2009 as compared  to cash  provided by  operating
activities  of $25,685  during the three months ended  September  30, 2008.  The
increase in cash flow  provided by operating  activities  was  primarily  due to
collection of outstanding accounts receivable balances.

         Cash flow  used in  investing  activities  was  ($9,839)  for the three
months ended September 30, 2009 as compared to cash used in investing activities
of ($1,303) during the three months ended September 30, 2008.

         Cash flow used by  financing  activities  was  ($11,562)  for the three
months  ended  September  30,  2009 as  compared  to net cash used by  financing
activities  of  ($55,836)  for the three months ended  September  30, 2008.  The
decrease in cash flow used by financing  activities was due to the retirement of
a note payable.

         While we expect that our capital needs in the  foreseeable  future will
be met by cash-on-hand  and positive  cash-flow,  there is no assurance that the
Company  will 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.  In the current  financial  environment,  it has been
difficult  for the  Company  to  obtain  equipment  leases  and  other  business
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.


                                      -15-
<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS

         None.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not Applicable.

ITEM 4T.  CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         We maintain  disclosure  controls and  procedures  that are designed to
ensure  that  information  required  to be  disclosed  by  Warp  9 is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
rules  and  forms of the  Securities  and  Exchange  Commission.  The  Company's
Chairman,  Chief  Executive  Officer,  and Acting  Chief  Financial  Officer are
responsible for  establishing  and  maintaining  controls and procedures for the
Company.

         Management has evaluated the effectiveness of the Company's  disclosure
controls and procedures as of September 30, 2009 (under the supervision and with
the participation of the Company's Chairman, Chief Executive Officer, and Acting
Chief  Financial  Officer)  pursuant  to Rule  13a-15(e)  under  the  Securities
Exchange  Act of  1934,  as  amended.  As part of  such  evaluation,  management
considered  the  matters  discussed  below  relating to  internal  control  over
financial  reporting.  Based on this evaluation,  the Company's Chairman,  Chief
Executive  Officer,  and Acting Chief Financial  Officer have concluded that the
disclosure controls and procedures are effective as of September 30, 2009.

INTERNAL CONTROL OVER FINANCIAL REPORTING

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

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 first fiscal quarter that
has  materially  affected,  or is reasonably  likely to materially  affect,  the
Company's internal control over financial reporting.



                                      -16-
<PAGE>

PART II.  - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         There are no current legal proceedings as of this time.

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

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

         None.

ITEM  3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.

ITEM  5.  OTHER INFORMATION

         None.





















                                      -17-
<PAGE>

ITEM  6.  EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
(a)      Exhibits

  EXHIBIT NO.                                                  DESCRIPTION
----------------    --------------------------------------------------------------------------------------------------
<S>                 <C>
3.1                 Articles of Incorporation (1)
3.2                 Bylaws (1)
4.1                 Specimen Certificate for Common Stock (1)
4.2                 Non-Qualified Employee Stock Option Plan (2)
10.1                First Agreement and Plan of Reorganization  between Latinocare Management  Corporation,  a Nevada
                    corporation, and Warp 9, Inc., a Delaware corporation (3)
10.2                Second Agreement and Plan of Reorganization between Latinocare Management  Corporation,  a Nevada
                    corporation, and Warp 9, Inc., a Delaware corporation (4)
10.3                Exchange Agreement and Representations for Shareholders of Warp 9, Inc.(3)
10.4                Termination and Assignment (5)
31.1                Section 302 Certification
32.1                Section 906 Certification
----------------
         (1)      Incorporated by reference from the exhibits  included with the
                  Company's   prior   Report  on  Form  10-KSB  filed  with  the
                  Securities and Exchange Commission, dated March 31, 2002.

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

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

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

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

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

         (1)      Form  8-K  Report  filed  with  the  Securities  and  Exchange
                  Commission on September 30, 2009 regarding the  termination of
                  the  Exchange  Agreements  with  HyperSolar,  Inc.,  a  Nevada
                  corporation.




                                      -18-
<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: November 16, 2009                        WARP 9, INC.
                                  ----------------------------------------------
                                                (Registrant)

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


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


 By: \s\Louie Ucciferri                                Dated: November 16, 2009
---------------------------------------------------
 Louie Ucciferri, Corporate Secretary,
Acting Chief Financial Officer
(Principal Financial / Accounting Officer)



 By: \s\Harinder Dhillon                               Dated: November 16, 2009
---------------------------------------------------
Harinder Dhillon, Chief Executive Officer and
President (Principal Executive Officer)






















                                      -19-