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


                                  FORM 10-QSB/A
                                 Amendment No. 1


[X] Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange Act
    of 1934 For Quarterly Period Ended March 31, 2007

[ ] Transition  Report  under  Section 13 or 15(d) of the  Exchange Act For the
    Transition period from _______________ to ______________

                        FOR QUARTER ENDED MARCH 31, 2007

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

                                     [   ]  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 May 11, 2007 the number of shares outstanding of the registrant's
only class of common stock was 227,910,128.

         Transitional Small Business Disclosure Format (check one):

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



<PAGE>




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

Item 1.  Consolidated Financial Statements

         Balance Sheet as of March 31, 2007 (unaudited).......................................................  3

         Statements of Operations for the Three Months and Nine Months ended March 31, 2007
         and 2006 (unaudited).................................................................................  4

         Consolidated Statements of Shareholders' Deficit (unaudited).........................................  5

         Statements of Cash Flows for the Nine Months ended March 31, 2007 and 2006 (unaudited)...............  6

         Notes to Consolidated Financial Statements (unaudited)...............................................  7

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...................................................................... 16

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

                           WARP9, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2007
                                   (Unaudited)
<TABLE>
<CAPTION>
                                     ASSETS
CURRENT ASSETS
<S>                                                                      <C>
     Cash                                                                $     248,203
     Accounts Receivable, net                                                  346,872
     Prepaid and Other Current Assets                                           31,612
                                                                         --------------
        TOTAL CURRENT ASSETS                                                   626,687
                                                                         --------------

PROPERTY & EQUIPMENT, at cost
     Furniture, Fixtures & Equipment                                            89,485
     Computer Equipment                                                        501,248
     Commerce Server                                                            50,000
     Computer Software                                                           9,476
                                                                         --------------
                                                                               650,209
     Less accumulated depreciation                                            (470,242)
                                                                         --------------
        NET PROPERTY AND EQUIPMENT                                             179,967
                                                                         --------------

OTHER ASSETS
     Lease Deposit                                                               9,749
     Restricted Cash                                                            93,000
     Internet Domain, net                                                        1,276
     Investment-Zingerang                                                       10,000
     Loan Costs                                                                127,292
                                                                         --------------
        TOTAL OTHER ASSETS                                                     241,317
                                                                         --------------
                TOTAL ASSETS                                             $   1,047,971
                                                                         ==============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts Payable                                                    $     195,968
     Credit Cards Payable                                                       57,861
     Accrued expenses                                                          222,578
     Bank Line of Credit                                                        52,916
     Deferred Income                                                             4,000
     Note Payable                                                               16,000
     Customer Deposit                                                           39,325
     Derivative Liability-Debenture                                            488,056
     Capitalized Leases, Current Portion                                        32,161
                                                                         --------------
        TOTAL CURRENT LIABILITIES                                            1,108,865
                                                                         --------------

LONG TERM LIABILITIES
     Note Payable, other                                                       237,981
     Convertible Debenture                                                     895,000
     Beneficial Conversion Feature                                            (174,159)
     Capitalized Leases                                                         38,165
                                                                         --------------
        TOTAL  LONG TERM LIABILITIES                                           996,987
                                                                         --------------
                TOTAL LIABILITIES                                            2,105,852
                                                                         --------------

SHAREHOLDERS' DEFICIT
     Common stock, $0.001 par value;
     495,000,000 authorized shares;
     227,910,128 shares issued and outstanding                                 227,911
     Additional paid in capital                                              6,271,294
     Accumulated deficit                                                    (7,557,086)
                                                                         --------------
        TOTAL SHAREHOLDERS'  DEFICIT                                        (1,057,881)
                                                                         --------------
                TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT              $   1,047,971
                                                                         ==============
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.
                                       -3-


<PAGE>
                           WARP9, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                 Three Months Ended               Nine Months Ended
                                                           March 31, 2007   March 31, 2006  March 31, 2007   March 31, 2006
                                                           -------------------------------  -------------------------------
<S>                                                        <C>             <C>              <C>             <C>
REVENUE                                                    $      771,989  $      399,885   $    2,108,419  $    1,255,956

COST OF SERVICES                                                  146,679          85,286          452,850         351,672
                                                           -------------------------------  -------------------------------

GROSS PROFIT                                                      625,310         314,599        1,655,569         904,284

OPERATING EXPENSES
  Selling, general and administrative expenses                    497,015         519,472        1,527,412       1,649,729
  Research and development                                          1,395         106,377          108,772         319,131
  Depreciation and amortization                                    41,680          24,847          121,893          72,212
                                                           -------------------------------  -------------------------------

        TOTAL OPERATING EXPENSES                                  540,090         650,696        1,758,077       2,041,072
                                                           -------------------------------  -------------------------------

INCOME/(LOSS) FROM OPERATIONS BEFORE
 OTHER INCOME (EXPENSES)                                           85,220        (336,097)        (102,508)     (1,136,788)

OTHER INCOME/(EXPENSE)
   Interest Income                                                    957          35,583           26,698          53,327
   Other Income                                                    22,407               -           53,657               -
   Interest Expense                                               (82,179)        (96,270)        (199,271)       (217,897)
                                                           -------------------------------  -------------------------------

        TOTAL OTHER INCOME (EXPENSE)                              (58,815)        (60,687)        (118,916)       (164,570)
                                                           -------------------------------  -------------------------------

INCOME/(LOSS) FROM OPERATIONS BEFORE
 PROVISION FOR TAXES                                               26,405        (396,784)        (221,424)     (1,301,358)

PROVISION FOR INCOME TAXES                                              -          (1,922)               -          (1,922)
                                                           -------------------------------  -------------------------------

NET INCOME/(LOSS)                                                  26,405        (398,706)        (221,424)     (1,303,280)
                                                           ===============================  ===============================


BASIC AND DILUTED LOSS PER SHARE                           $         0.00  $        (0.00)  $        (0.00) $        (0.01)
                                                           ===============================  ===============================

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
      BASIC AND DILUTED                                       216,786,532     186,571,482      207,806,367     184,013,178
                                                           ===============================  ===============================
</TABLE>

               Theaccompanying notes are an integral part of these
                       consolidated financial statements.

                                       -4-

<PAGE>
                           WARP9, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                              Additional
                                                                                 Common       Paid-in      Accumulated
                                                                   Shares        Stock        Capital      Deficit        Total
                                                               --------------  ----------- ------------- ------------- -------------
<S>           <C> <C>                                            <C>             <C>        <C>           <C>          <C>
Balance, June 30, 2006                                           189,803,146     $189,803   $ 5,886,360   $(7,335,662) $(1,259,499)

Issuance of common stock in September 2006, note 6
Convertible debenture (unaudited)                                 10,696,641       10,697        84,303             -        95,000

Derivative liability (unaudited)                                           -            -        49,236             -        49,236

Stock issuance cost (unaudited)                                            -            -          (198)            -
(198)

Stock compensation, net (unaudited)                                        -            -        30,688             -        30,688

Issuance of common stock in December 2006, note 6
Convertible debenture (unaudited)                                 16,286,745       16,287        73,713             -        90,000

Derivative liability (unaudited)                                           -            -        48,421             -        48,421

Stock compensation, net (unaudited)                                        -            -         9,695             -         9,695

Stock issuance cost (unaudited)                                            -            -          (298)            -
(298)

Issuance of common stock in March 2007, note 6
Convertible debenture (unaudited)                                 11,123,596       11,124        48,876             -        60,000

Derivative liability (unaudited)                                           -            -        31,042             -        31,042

Stock compensation, net (unaudited)                                        -            -         9,695             -         9,695

Stock issuance cost (unaudited)                                            -            -          (239)            -
(239)

Net Loss for the nine months ended March 31, 2007 (unaudited)              -            -             -      (221,424)     (221,424)
                                                               --------------  ----------- ------------- ------------- -------------

Balance, March 31, 2007 (unaudited)                              227,910,128     $227,911   $ 6,271,294   $(7,557,086)  $(1,057,881)
                                                               ==============  =========== ============= ============= =============
</TABLE>

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

<PAGE>

                           WARP9, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                     Nine Months Ended
                                                                                                          March 31,
                                                                                                    2007            2006
                                                                                              --------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                           <C>             <C>
        Net loss                                                                              $    (221,424)  $  (1,303,280)
        Adjustment to reconcile net loss to net cash
         used in operating activities
        Depreciation and amortization                                                                71,141          72,355
        Gain on Settlement                                                                                -         (24,000)
        Issuance of common shares and warrants for  services                                           (735)        163,193
        Conversion feature recorded as interest expense                                              86,605         187,500
        Amortization of loan costs                                                                   50,625          10,764
        Cost of stock compensation recognized                                                        50,078               -
        Derivative expense                                                                           17,949               -
         (Increase) Decrease in:
                Accounts receivable                                                                (185,802)          8,434
                Prepaid and other assets                                                             (7,593)        (12,879)
          Increase (Decrease) in:
                Accounts payable                                                                     24,477          13,037
                Accrued expenses                                                                     66,488               -
                Deferred Income                                                                     (57,333)              -
                Other liabilities                                                                   (24,841)         72,299
                                                                                              --------------- ---------------

                NET CASH USED IN OPERATING ACTIVITIES                                              (130,365)       (812,577)
                                                                                              --------------- ---------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
        Purchase of stock for investment                                                            (10,000)              -
        Purchase of property and equipment                                                           (3,702)        (42,074)
                                                                                              --------------- ---------------
                NET CASH USED IN INVESTING ACTIVITIES                                               (13,702)        (42,074)

CASH FLOWS FROM FINANCING ACTIVITIES:
        Payment on note payable                                                                      (9,000)              -
        Payments on capitalized leases                                                              (38,484)        (40,040)
        Proceeds from line of credit                                                                 52,574          99,658
        Proceeds from convertible debenture                                                               -         590,500
        Proceeds from issuance of common stock, net of cost                                               -         284,784
                                                                                              --------------- ---------------

                NET CASH PROVIDED BY FINANCING ACTIVITIES                                             5,090         934,902
                                                                                              --------------- ---------------

                  NET INCREASE (DECREASE) IN CASH                                                  (138,977)         80,251


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

CASH, END OF PERIOD                                                                           $     248,203   $     317,780
                                                                                              =============== ===============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
        Interest paid                                                                         $      12,884   $      30,397
                                                                                              =============== ===============
        Taxes paid                                                                            $           -   $       1,922
                                                                                              =============== ===============

SUPPLEMENTAL  SCHEDULE OF  NON-CASH  TRANSACTIONS
     During the nine months ended March 31, 2007, the Company issued  38,107,082
     shares of common  stock at a fair  value of  $245,000  for the  convertible
     debenture.  During the nine months ended March 31, 2006, the Company issued
     common stock valued at $32,000 for  services,  of which common stock valued
     at $24,000 was recalled due to a settlement of a law suit.
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.
                                       -6-

<PAGE>

                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                 MARCH 31, 2007

1.   BASIS OF PRESENTATION

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared in accordance with generally  accepted  accounting  principles for
     interim  financial  information and with the  instructions to Form 10-Q and
     Rule 10-01 of Regulation S-X.  Accordingly,  they do not include all of the
     information  and  footnotes  required  by  generally  accepted   accounting
     principles for complete financial statements. In the opinion of management,
     all  normal  recurring   adjustments   considered   necessary  for  a  fair
     presentation  have been  included.  Operating  results  for the nine months
     ended March 31, 2007 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 nine months ended March 31, 2007
     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.

     Stock-based  compensation  expense recognized during the period is based on
     the value of the portion of  stock-based  payment awards that is ultimately
     expected  to  vest.  Stock-based  compensation  expense  recognized  in the
     consolidated statement of operations during the nine months ended March 31,
     2007,  included  compensation  expense for the  stock-based  payment awards
     granted  prior to, but not yet  vested,  as of March 31,  2007 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 March 31, 2007,  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 nine months ended March 31,
     2007 is based on awards  ultimately  expected to vest,  it has been reduced
     for estimated forfeitures, FAS 123R requires forfeitures to be

                                       -7-

<PAGE>
                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                 MARCH 31, 2007


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

     STOCK-BASED COMPENSATION (CONTINUED)
     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 nine months ended March 31, 2007 is $50,078.

<TABLE>
<CAPTION>
                                                                   2007         2006
                                                              ------------  ------------
<S>                                                            <C>           <C>
Net loss as reported                                           $ (321,424)   $ (247,830)
Add:  Stock based employee compensation expense
 included in net reported loss, net of related tax effect               -             -

Deduct:  Stock based employee compensation expense
 determined under fair value based method for all awards,
 net of related tax effect                                              -             -
                                                              ------------  ------------

Pro forma net loss                                             $ (321,424)   $ (247,830)
                                                              ============  ============

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


3.   CAPITAL STOCK

     At March 31, 2007, 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 nine months ended March 31, 2007,  the
     Company issued 38,106,982,  shares of common stock ranging from $0.0046 per
     share to $0.0089 per share for the conversion of the debenture with a value
     of $245,000.

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.

                                       -8-
<PAGE>
                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                 MARCH 31, 2007


4.   CONVERTIBLE DEBENTURES (Continued)

     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 determing 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.

     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 March 31, 2007, the  outstanding  balance of the debentures was $895,000
     and the interest accrued was $117,240.

5.   SUBSEQUENT EVENTS

     During  the  month  of April  2007,  the  Company  terminated  its  license
     agreement with  Zingerang,  Inc. which required  Zingerang to pay royalties
     for the use of certain technology licensed from the Company. As a result of
     the  cancellation  of  this  agreement  the  Company  wrote  off a  $50,000
     receivable  balance  that was due to the  Company  under  the  terms of the
     agreement.  This write off has been reflected in the accompanying financial
     statements.



                                       -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,  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;

                  (j)      failure  to  re-license  or  otherwise   successfully
                           commercialize the Roaming Messenger technology.

         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

                                      -10-

<PAGE>

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, or the exercise of outstanding warrants
and stock options, and 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-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

         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.

         To  date,  almost  all  of  our  revenues  are  generated  from  Warp 9
e-commerce products and services.  However, we also licensed our patented mobile
messaging technology on an exclusive basis to one licensee, which was terminated
effective  April 2,  2007.  The  Company  has  re-acquired  the  entire  Roaming
Messenger technology, but does not in the foreseeable future plan to restart the
Roaming Messenger business. Instead, the Company currently plans to re-license

                                      -11-

<PAGE>

the Roaming Messenger  technology to a new licensee yet to be identified.  There
is no assurance that the Company will be able to find a new licensing  candidate
or license the Roaming  Messenger  technology on terms  satisfactory to it or at
all.

         The quarter ended March 31, 2007 was the second 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  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.

         The results of operation  for the quarter  ended March 31, 2007 are the
second complete quarter of financials which solely reflect the Warp 9 e-commerce
products and services operation.

         While the Warp 9 Internet  Commerce  System  (ICS) is our  flagship and
highest  revenue  product,  we have been  developing  and deploying 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.  Clients  utilizing this  technology  have
discovered  when exposing  consumers to the virtual  catalogs,  a higher average
order size and significant  increase in rate of conversion  result. We have 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 market test these new
products in the near future.

RESULTS OF OPERATIONS FOR THE  THREE-MONTH  PERIOD ENDED MARCH 31, 2007 COMPARED
TO THE SAME PERIOD IN 2006

         Total  revenue for the  three-month  period  ending  March 31, 2007 was
$771,989,  representing  an increase of 93% from the  three-month  period ending
March 31, 2006 of $399,885. The 93% increase in revenue was primarily due to (1)
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  ending March 31, 2007
was 19% as compared to 21% for the three-month period ending March 31, 2006. The
decrease  in the cost of  revenue is a result of the  increased  sales of higher
margin Warp 9 e-commerce software products and services.

         Total operating expenses were $540,090 for the three months ended March
31, 2007 as compared to $650,696 for the three months ended March 31, 2006.  The

                                      -12-

<PAGE>

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.  The  Company
terminated  the  exclusive  licensing  agreement  and  re-acquired  the  Roaming
Messenger  technology,  but does not intend to  restart  the  Roaming  Messenger
business. Instead, it intends to seek another licensing candidate.

         Selling, general and administrative expenses for the three month period
ended  March 31, 2007 was  $497,015 as compared to $519,472  for the three month
period ended March 31, 2006.

         Non-cash  selling,  general and  administrative  expenses for the three
months ended March 31, 2007 totaled $9,696 for employee stock option expenses.

         Research  and  development  expenses  for the three month  period ended
March 31, 2007 was $1,395  compared to $106,377 for the three month period ended
March  31,  2006.  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 $41,680 for the
three months ended March 31, 2007 as compared to $24,847 for the prior year.

         Total other income and expense was ($58,815) for the three months ended
March 31, 2007,  as compared to  ($60,687)  for the three months ended March 31,
2006.

         For the three months ended March 31, 2007,  the Company's  consolidated
net income was $26,405 as compared to a consolidated  net loss of ($398,706) for
the three  months ended March 31, 2006.  We achieved a  consolidated  net income
because of the  elimination  of costs  previously  associated  with the  Roaming
Messenger  operation,  and a general increase in customers for Warp 9 e-commerce
products and services.

RESULTS OF OPERATIONS FOR THE NINE-MONTH PERIOD ENDED MARCH 31, 2007 COMPARED TO
THE SAME PERIOD IN 2006

         Total  revenue  for the  nine-month  period  ending  March 31, 2007 was
$2,108,419,  representing an increased of 60% from the nine-month  period ending
March 31, 2006 which was  $1,255,956.  The 60% 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 nine-month period ending March 31, 2007 was
21% as compared to 28% for the  nine-month  period  ending March 31,  2006.  The
decrease  in the cost of  revenue is a result of the  increased  sales of higher
margin Warp 9 e-commerce software products and services.

         Total  operating  expenses  were  $1,758,077  for the nine months ended
March 31,  2007 as compared to  $2,041,072  for the nine months  ended March 31,
2006.  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

                                      -13-

<PAGE>

party in September 2006 for operation by it on an exclusive  basis.  The Company
terminated  the  exclusive  licensing  agreement  and  re-acquired  the  Roaming
Messenger  technology,  but does not intend to  restart  the  Roaming  Messenger
business. Instead, it intends to seek another licensing candidate.

         Selling,  general and administrative expenses for the nine month period
ended March 31, 2007 was $1,527,412 as compared to $1,649,729 for the nine month
period ended March 31, 2006.  The  difference  is primarily due to a decrease in
expense in stock compensation relating to the Roaming Messenger business.

         Non-cash  selling,  general and  administrative  expenses  for the nine
months ended March 31, 2007 totaled $50,078 for employee stock option expenses.

         Research and development expenses for the nine month period ended March
31, 2007 is $108,772  compared to $319,131 for the nine month period ended March
31, 2006.  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 $121,893 for the
nine months ended March 31, 2007 as compared to $72,212 for the prior year.

         Total other income and expense was ($118,916) for the nine months ended
March 31, 2007,  as compared to  ($164,570)  for the nine months ended March 31,
2006. The decrease is the result a $17,950 charge for the conversion feature, in
accordance with EITF-98-5, of the convertible debentures with Cornell Capital, a
reduction of interest expense by $40,895, and an income increase of $27,017 from
the sub-lease of office facilities.

         For the nine months ended March 31, 2007,  the  Company's  consolidated
net loss was ($221,424) as compared to a consolidated  net loss of  ($1,303,280)
for the nine months ended March 31, 2006.


OFF-BALANCE SHEET ARRANGEMENTS

         The Company has no off-balance sheet arrangements.


LIQUIDITY AND CAPITAL RESOURCES

         The  Company had cash at March 31, 2007 of $248,203 as compared to cash
of $387,180 as of March 31, 2006.  The Company had net working  capital  deficit
(i.e.  the  difference  between  current  assets  and  current  liabilities)  of
($482,178)  at March 31, 2007 as compared  to a net working  capital  deficit of
($403,985)  at March 31, 2006.  Cash flow utilized by operating  activities  was
($368,346) for the nine months ended March 31, 2007 as compared to cash utilized
for operating  activities  of ($812,577)  during the nine months ended March 31,
2006.  Cash flow used in investing  activities was ($13,702) for the nine months
ended  March 31,  2007 as  compared  to cash  used in  investing  activities  of
($42,074)  during the nine months  ended March 31, 2006.  Cash flow  provided by
financing  activities  was  $243,071 for the nine months ended March 31, 2007 as
compared  to cash  provided by  financing  activities  of $934,902  for the nine
months ended March 31, 2006.

                                      -14-


<PAGE>

         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 March 31, 2007 was 12.25% per
annum. At March 31, 2007, $57,319 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,  Chief Executive Officer,  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.

         The Company's Board of Directors adopted Internal Controls Policies and
Procedures that included  Internal  Controls  Accounting  Policy and Procedures,
Approval  Authority Limits and Check Signing  Authority Policy effective January
1, 2007 in accordance with Sarbanes Oxley.

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


PART II.  - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         None.


ITEM 2. CHANGES IN SECURITIES

         During the three  months  ended  March 31,  2007,  the  Company  issued
11,123,596  shares of common stock ranging from $0.0050 per share to $0.0089 per
share for the conversion of the Cornell  debenture  with an outstanding  balance
reduction of $60,000.

                                      -15-
<PAGE>


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         None.


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

         None.


ITEM 5. OTHER INFORMATION

         Effective as of April 2, 2007,  the Company  terminated  its  Exclusive
Technology License Agreement (the "License  Agreement") with Zingerang,  Inc., a
Nevada  corporation  ("Zingerang")  pursuant to which the Company had previously
granted an exclusive  (including to the  exclusion of the  Company),  worldwide,
sub-licensable,  transferable,  royalty-bearing  right and license to make, have
made, import, use, offer for sale, sell, reproduce, distribute, display, perform
or otherwise  exploit the Company's  Roaming  Messenger(R)  technology,  Roaming
Messenger(R)  and  eCapsule(R)   trademarks,   and  patent  application  numbers
20060165030,  20060123396, and 20030110097 (collectively, the "Roaming Messenger
Technology")  for a  period  of  ten  years.  Pursuant  to the  Termination  and
Assignment  between the Company and  Zingerang,  Zingerang  assigned back to the
Company all of the Roaming Messenger Technology in consideration for the Company
waiving  payment of a $50,000  licensing  fee owed by  Zingerang to the Company.
Zingerang  assigned  all of its right,  title and interest in and to the Roaming
Messenger  Technology  back to the Company,  including all copyrights and patent
rights  throughout  the world.  The Company  accepted  the  assignment  and will
explore its options to  re-license  the Roaming  Messenger  Technology  to a new
licensee.

         In April 2007, the Company agreed to sell back to Zingerang  35,000,000
of the 40,000,000 shares of the common stock of Zingerang owned by it for a sale
price of $0.00025 per share, representing a total sale price of $8,750. Pursuant
to its original stock purchase agreement with Zingerang, the Company agreed that
it would not sell or offer to sell any unregistered shares of Zingerang's common
stock until a date two (2) years after a Registration  Statement on Form SB-2 is
filed by  Zingerang  and  declared  effective  by the  Securities  and  Exchange
Commission  (the "Lock-up  Term").  Upon the expiration of the Lock-up Term, the
Company will be entitled to piggyback registration rights.

                                      -16-


<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

         EXHIBIT  DESCRIPTION
         -------  --------------------------------------------------------------
         3.1      Articles of Incorporation (1)
         3.2      Bylaws (1)
         4.1      Specimen Certificate for Common Stock (1)
         4.2      Non-Qualified Employee Stock Option Plan (2)
         10.1     First Agreement and Plan of Reorganization  between Latinocare
                  Management  Corporation,  a  Nevada  corporation,  and Warp 9,
                  Inc., a Delaware corporation (3)
         10.2     Second Agreement and Plan of Reorganization between Latinocare
                  Management  Corporation,  a  Nevada  corporation,  and Warp 9,
                  Inc., a Delaware corporation (4)
         10.3     Exchange  Agreement and  Representations  for  Shareholders of
                  Warp 9, Inc.(3)
         10.4     Termination and Assignment (5)

         31.1     Section 302 Certification
         31.2     Section 302 Certification
         32.1     Section 906 Certification
         32.2     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.

         (5)      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 7, 2007.

(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 May 7, 2007  regarding the  termination  of the
                  license agreement with Zingerang, Inc.

                                      -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: May 21, 2007                    WARP 9, INC.


                                       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: May 21, 2007
      --------------------------------------

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



By:  \s\ Harinder Dhillon                               Dated: May 21, 2007
      --------------------------------------

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


















                                      -18-