**EXHIBIT
      31.2**





**SECTION
      302 CERTIFICATION**





EXHIBIT
      31.2


CERTIFICATIONS





I,
      Louie
      Ucciferri, certify that:





1.           I
      have reviewed this report on Form 10-Q of Warp 9, Inc.;





2.           Based
      on my knowledge, this report does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;





3.           Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the issuer as of, and for,
      the periods presented in this report;





4.           The
      issuer’s other certifying officers and I are responsible for establishing and
      maintaining disclosure controls and procedures (as defined in Exchange Act
      Rules
      13a-15(e) and 15d-15(e)) and have:




(a)          
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the issuer, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this report is being prepared; and





(b)           Designed
      such internal control over financial reporting, or caused such internal control
      over financial reporting to be designed under our supervision, to provide
      reasonable assurance regarding reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance with
      generally accepted accounting principles; and




(c)          
      Evaluated the effectiveness of the issuer’s disclosure controls and procedures
      and presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this
      report based on such evaluation; and




(d)          
      Disclosed in this report any change in the issuer's internal control over
      financial reporting that occurred during the issuer's most recent fiscal quarter
      that has materially affected, or is reasonably likely to materially affect,
      the
      issuer's internal control over financial reporting;





5.           The
      issuer’s other certifying officers and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the issuer’s
      auditors and the audit committee of the issuer’s board of directors (or persons
      performing the equivalent functions):




(a)           All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the issuer’s ability to record, process, summarize and report
      financial information; and





(b)           Any
      fraud whether or not material, that involves management or other employees
      who
      have a significant role in the issuer’s internal control over financial
      reporting.





Date:
                November 13, 2008By:
                \s\*Louie Ucciferri*Louie
                Ucciferri, Chairman, Corporate Secretary, Acting Chief Financial
                Officer(Principal
                Financial/Accounting Officer)