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


                                  FORM 10-QSB/A
                                 Amendment No. 1



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

                      FOR QUARTER ENDED SEPTEMBER 30, 2006

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

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


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


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

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

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


                                                     NAME OF EACH EXCHANGE ON
  TITLE OF EACH CLASS                                     WHICH REGISTERED
------------------------                           -----------------------------
     COMMON STOCK                                               OTC

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

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

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

         As of  November  14,  2006 the  number  of  shares  outstanding  of the
registrant's only class of common stock was 212,400,568.

         Transitional Small Business Disclosure Format (check one):

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


<PAGE>

                                TABLE OF CONTENTS

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

<S>      <C>                                                                                                         <C>
Item 1.  Condensed Consolidated Financial Statements

         Balance Sheets as of September 30, 2006 (unaudited)..................................................          3

         Statements of Operations for the Three Months ended September 30, 2006
         and 2005 (unaudited).................................................................................          4

         Statements of Shareholders' Deficit for the Three Months ended
         September 30, 2006 (unaudited).......................................................................          5

         Statements of Cash Flows for the Three Months ended
         September 30, 2006 and 2005 (unaudited)..............................................................          6

         Notes to Condensed 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..............................................................................          14

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings ...................................................................................          14

Item 2.  Changes in Securities................................................................................          14

Item 3.  Defaults upon Senior Securities......................................................................          14

Item 4.  Submission of Matters to a Vote of Security Holders..................................................          15

Item 5.  Other Information....................................................................................          15

Item 6.  Exhibits and Reports on Form 8-K.....................................................................          16

Signatures....................................................................................................          17
</TABLE>


                                        2


<PAGE>
PART I.    FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                          WARP 9, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2006
                                   (Unaudited)

                                     ASSETS
<TABLE>
<CAPTION>
CURRENT ASSETS
<S>                                                                           <C>
  Cash                                                                        $       103,089
  Accounts Receivable, net                                                            372,039
  Prepaid and Other Current Assets                                                     29,139
                                                                              ----------------
        TOTAL CURRENT ASSETS                                                          504,267
                                                                              ----------------

PROPERTY & EQUIPMENT, at cost
  Furniture, Fixtures & Equipment                                                      89,485
  Computer Equipment                                                                  499,083
  Commerce Server                                                                      50,000
  Computer Software                                                                     9,476
                                                                              ----------------
                                                                                      648,044
  Less accumulated depreciation                                                      (421,822)
                                                                              ----------------
        NET PROPERTY AND EQUIPMENT                                                    226,222
                                                                              ----------------

OTHER ASSETS
  Lease Deposit                                                                         9,748
  Restricted Cash                                                                      93,000
  Internet Domain, net                                                                  1,362
  Investment-Zingerang                                                                 10,000
  Loan Costs                                                                          161,042
                                                                              ----------------
               TOTAL OTHER ASSETS                                                     275,152
                                                                              ----------------

        TOTAL ASSETS                                                          $     1,005,641
                                                                              ================

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts Payable                                                            $       205,407
  Credit Cards Payable                                                                 13,552
  Accrued expenses                                                                    425,319
  Bank Line of Credit                                                                  75,684
  Deferred Income                                                                     192,000
  Note Payable                                                                         22,000
  Customer Deposit                                                                     41,115
  Derivative Liability-Debenture                                                      562,227
  Capitalized Leases, Current Portion                                                  40,368
                                                                              ----------------
        TOTAL CURRENT LIABILITIES                                                   1,577,672
                                                                              ----------------

LONG TERM LIABILITIES
  Convertible Debenture                                                             1,045,000
  Beneficial Conversion Feature                                                      (230,903)
  Capitalized Leases                                                                   55,528
                                                                              ----------------
        TOTAL  LIABILITIES                                                            869,625
                                                                              ----------------

SHAREHOLDERS' DEFICIT
  Common stock, $0.001 par value;
  495,000,000 authorized shares;
  200,499,787 shares issued and outstanding                                           200,500
  Additional paid in capital                                                        6,050,389
  Accumulated deficit                                                              (7,692,545)
                                                                              ----------------
        TOTAL SHAREHOLDERS'  DEFICIT                                               (1,441,656)
                                                                              ----------------
                TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                   $     1,005,641
                                                                              ================
</TABLE>
   The accompanying notes are an integral part of these financial statements.
                                        3

<PAGE>
                           WARP 9, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                   2006            2005
                                                                               --------------  --------------
<S>                                                                            <C>             <C>
REVENUE                                                                        $     432,676   $     337,926

COST OF SERVICES                                                                      96,416         107,054
                                                                               --------------  --------------

GROSS PROFIT                                                                         336,260         230,872

OPERATING EXPENSES
  Selling, general and administrative expenses                                       513,830         607,643
  Research and development                                                           107,377         106,377
  Depreciation and amortization                                                       39,639          23,393
                                                                               --------------  --------------

        TOTAL OPERATING EXPENSES                                                     660,846         737,413
                                                                               --------------  --------------

LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)                                 (324,586)       (506,541)

OTHER INCOME/(EXPENSE)
  Interest Income                                                                     30,620           1,016
  Other Income                                                                             -           6,386
  Interest Expense                                                                   (62,917)        (10,268)
                                                                               --------------  --------------

        TOTAL OTHER INCOME (EXPENSE)                                                 (32,297)         (2,866)
                                                                               --------------  --------------

LOSS FROM OPERATIONS BEFORE PROVISION FOR TAXES                                     (356,883)       (509,407)

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

NET LOSS                                                                            (356,883)       (509,407)
                                                                               ==============  ==============


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

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
      BASIC AND DILUTED                                                          197,266,575     181,445,352
                                                                               ==============  ==============
</TABLE>

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

                                        4


<PAGE>

                           WARP9, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2006
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                               Additional
                                                                   Common        Paid-in       Accumulated
                                                 Shares            Stock         Capital        Deficit          Total
                                            -----------------   ------------   -----------   -------------   --------------
<S>                                              <C>            <C>            <C>           <C>             <C>
Balance, June 30, 2005                           180,807,091    $   180,807.06 $4,950,066    $ (5,171,310)   $     (40,437)

Issuance of common stock,
Convertible debenture                              3,271,881          3,272        56,728                           60,000

Issuance of common stock,                          4,579,174          4,579       282,568                          287,147
Stock issued for cash

Issuance of common stock,
Stock issued for services                          1,145,000          1,145       135,205                          136,350

Warrant Compensation                                                               16,828                           16,828

Discount on convertible debenture                                                 300,000                          300,000

Stock Compensation, net                                                           144,965                          144,965

Net Loss for the year ended
  June 30, 2006                                                                                (2,164,352)      (2,164,352)
                                            -----------------   ------------   -----------   -------------   --------------

Balance, June 30, 2006                           189,803,146    $   189,803    $5,886,360    $ (7,335,662)   $  (1,259,499)

Issuance of common stock
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

Net Loss for the period
  September 30, 2006 (unaudited)                                                                 (356,883)        (356,883)

                                            -----------------   ------------   -----------   -------------   --------------
Balance, September 30, 2006 (unaudited)          200,499,787    $   200,500    $6,050,389    $ (7,692,545)   $  (1,441,657)
                                            =================   ============   ===========   =============   ==============

</TABLE>

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

                                        5


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

<TABLE>
<CAPTION>
                                                                                              September 30
                                                                                          2006            2005
                                                                                     --------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                  <C>             <C>
  Net loss                                                                           $    (356,883)  $    (509,407)
  Adjustment to reconcile net loss to net cash
   used in operating activities
  Depreciation and amortization                                                             22,721          23,393
  Issuance of common shares and warrants for  services                                           -          74,947
  Conversion of convertible debenture into common shares                                    95,000               -
  Cost of stock options recognized                                                          30,688               -
  Amortization of loan costs                                                                16,875               -
  Derivative expense                                                                        12,658               -
  Change in convertible debenture                                                          (95,000)
  Change in beneficial conversion feature                                                   29,861               -
   (Increase) Decrease in:
    Accounts receivable                                                                   (210,969)         19,249
    Prepaid and other assets                                                                (5,205)         (3,592)
    Increase (Decrease) in:
    Accounts payable                                                                        33,915          92,295
    Accrued expenses                                                                        31,248           4,912
    Deferred Income                                                                        130,667          22,667
    Other liabilities                                                                      (67,360)         15,643
                                                                                     --------------- ---------------

        NET CASH USED IN OPERATING ACTIVITIES                                             (331,784)       (259,893)
                                                                                     --------------- ---------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
  Purchase of stock for investment                                                         (10,000)              -
  Purchase of property and equipment                                                        (1,537)        (10,928)
                                                                                     --------------- ---------------
        NET CASH USED IN INVESTING ACTIVITIES                                              (11,537)        (10,928)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payment on note payable                                                                   (3,000)              -
  Payments on capitalized leases                                                           (12,914)        (13,713)
  Proceeds from line of credit                                                              75,342          75,000
  Deposit for shares of common stock                                                             -          32,000
  Proceeds from issuance of common stock, net of cost                                         (198)         25,916
                                                                                     --------------- ---------------

        NET CASH PROVIDED BY FINANCING ACTIVITIES                                           59,230         119,203
                                                                                     --------------- ---------------

                NET (DECREASE) IN CASH                                                    (284,091)       (151,618)


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

CASH, END OF PERIOD                                                                  $     103,089   $      85,911
                                                                                     =============== ===============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   Interest paid                                                                     $       6,812   $      10,268
                                                                                     =============== ===============
   Taxes paid                                                                        $           -   $          63
                                                                                     =============== ===============
   Capitalized lease contracted                                                                  -          19,796
                                                                                     =============== ===============

SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS
   During  the three  months  ended  September  30,  2006,  the  Company  issued
   10,696,641  shares  of  common  stock  at a fair  value  of  $95,000  for the
   convertible debenture.  During the three months ended September 30, 2005, the
   Company purchased $19,796 of equipment under capital leases respectively.
</TABLE>

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

                                        6

<PAGE>

                           WARP 9, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                               SEPTEMBER 30, 2006

1.   BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for interim financial  information and with the instructions to Form 10-QSB
     and Item 310(b) of Regulation S-B. 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, 2006 are not  necessarily  indicative  of the
     results that may be expected for the year ending June 30, 2007. For further
     information  refer  to  the  financial  statements  and  footnotes  thereto
     included in the Company's Form 10K-SB for the year ended June 30, 2006.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     This  summary  of  significant  accounting  policies  of  Warp 9,  Inc.  is
     presented to assist in understanding  the Company's  financial  statements.
     The financial  statements  and notes are  representations  of the Company's
     management, which is responsible for their integrity and objectivity. These
     accounting policies conform to accounting  principles generally accepted in
     the United  States of  America  and have been  consistently  applied in the
     preparation of the financial statements.

     GOING CONCERN
     The accompanying financial statements have been prepared on a going concern
     basis  of  accounting,   which   contemplates   continuity  of  operations,
     realization of assets and  liabilities and commitments in the normal course
     of  business.  The  accompanying  financial  statements  do not reflect any
     adjustments  that might  result if the  Company is unable to  continue as a
     going concern. The Company's losses and negative cash flows from operations
     raise  substantial doubt about the Company's ability to continue as a going
     concern.  The ability of the  Company to  continue  as a going  concern and
     appropriateness  of using the going concern basis is dependent upon,  among
     other things, additional cash infusion.

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

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

     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,  2006,  included  compensation  expense for the  stock-based
     payment  awards  granted prior to, but not yet vested,  as of September 30,
     2006 based on the grant date fair value  estimated in  accordance  with the
     pro  forma  provisions  of  FAS  148,  and  compensation  expense  for  the
     stock-based  payment awards granted subsequent to September 30, 2006, based
     on the grant date fair value  estimated  in  accordance  with FAS 123R.  As
     stock-based  compensation expense recognized in the statement of income for
     the three months  ended  September  30, 2006 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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                               SEPTEMBER 30, 2006

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 three months ended September 30, 2006 is $30,688
<TABLE>
<CAPTION>

                                                                              2006              2005
                                                                         ----------------  ----------------
<S>                                                                      <C>               <C>
Net loss as reported                                                     $      (356,883)  $      (509,407)
Add:  Stock based employee compensation expense                                        -                 -
 included in net reported loss, net of related tax effect
Deduct:  Stock based employee compensation expense                                     -           (30,738)
 determined under fair value based method for all awards,
 net of related tax effect
                                                                         ----------------  ----------------

Pro forma net loss                                                       $      (356,883)  $      (540,145)
                                                                         ================  ================

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

3.   CAPITAL STOCK

     At  September  30,  2006,  the  Company's   authorized  stock  consists  of
     495,000,000 shares of common stock, par value $0.001 per share. The Company
     is also authorized to issue 5,000,000  shares of preferred stock with a par
     value of $0.001.  The rights,  preferences and privileges of the holders of
     the preferred  stock will be determined by the Board of Directors  prior to
     issuance of such shares.  During the three months ended September 30, 2006,
     the Company issued  10,696,641  shares of common stock ranging from $0.0088
     per share to $0.0092 per share for the  conversion of the debenture  with a
     value of $95,000.

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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                               SEPTEMBER 30, 2006


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  determining  derivative  liability,  the  Company  uses  Black  Scholes
     modeling for computing historic volatility.

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

     We also  issued  to  Cornell  five-year  warrants  to  purchase  1,500,000,
     4,000,000  and 4,000,000  shares of Common Stock at $0.08,  $0.10 and $0.12
     per share, respectively.

     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 September  30, 2006,  the  outstanding  balance of the  debentures  were
     $1,045,000, and the interest accrued was $70,991.


5.   SUBSEQUENT EVENTS

     On October 15, 2006, Jonathan Lei resigned as the Chairman, Chief Executive
     Officer,  President,  Chief Financial Officer, and Secretary of the Company
     for personal reasons.  The Company's Board of Directors has appointed Louie
     Ucciferri  to  the  positions  of  Chairman,  Secretary  and  Acting  Chief
     Financial   Officer.   The  Company  also  appointed  Harinder  Dhillon  as
     President,  Chief  Executive  Officer,  and  director.  To  ensure a smooth
     transition, the Company retained Mr. Lei as a consultant to the Company for
     a fee of $12,500 per month.  Additionally,  in lieu of paying to Mr. Lei, a
     sum of $237,980 in salaries  that has been accrued  since August 1999,  the
     Company  and  Mr.  Lei  mutually  agreed  to  convert  that  amount  into a
     promissory  note bearing simple interest at a rate of five percent (5%) per
     annum  payable  on demand on or  before  October  31,  2008,  This  accrued
     salaries  has been  audited by the  Company's  auditors and reported in the
     Company's prior 10Q-SB and 10K-SB filings.

                                        9

<PAGE>

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

CAUTIONARY STATEMENTS

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

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

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

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

          (b)  potential fluctuation in quarterly results;

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

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

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

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

          (g)  rapid and significant changes in markets;

          (h)  litigation  with or  legal  claims  and  allegations  by  outside
               parties;

          (i)  insufficient revenues to cover operating costs.

         There is no assurance that the Company will be profitable,  the Company
may not be able to  successfully  develop,  manage or market  its  products  and
services,  the Company may not be able to attract or retain qualified executives
and technology  personnel,  the Company may not be able to obtain  customers for
its  products or  services,  the  Company's  products  and  services  may become
obsolete, government regulation may hinder the Company's business, additional

                                       10


<PAGE>

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 business.

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


CURRENT OVERVIEW

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

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

         We charge our customers a monthly fee for using our e-commerce software
based on a  Software-as-a-Service  model. 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
contracts over several quarters or years and makes our revenues more predictable
for a longer period of time.

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

                                       11


<PAGE>

         As of the date of this report,  a number of Warp 9 ICS client  websites
are in the implementation phase. Once the implementation phase is completed, the
client's  e-commerce  website is  released  to the  public.  When an ICS enabled
website  is  released  to the  public,  we can  start  to bill  the  client  the
contracted monthly fees, resulting in new additional recurring ICS revenue.

         On September  18, 2006,  we signed an  Exclusive  Technology  Licensing
Agreement  with  one  licensee  for  our  Roaming   Messenger  mobile  messaging
technology.  As a result of granting  this  exclusive  license,  we laid-off all
dedicated  personnel  that were engaged in the Roaming  Messenger  operation and
eliminated  related  expenses to reduce our operating  costs. We anticipate that
the losses for the fiscal year in 2007 will be less than losses  incurred in the
fiscal  year ended June 30,  2006  primarily  due to the  reduction  of expenses
associated with the Roaming Messenger operation.

RESULTS OF  OPERATIONS  FOR THE  THREE-MONTH  PERIOD  ENDED  SEPTEMBER  30, 2006
COMPARED TO THE SAME PERIOD IN 2005

         The results of operation for the  three-month  period ending  September
30,  2006  still  largely  reflects  the  operating  expenses   associated  with
conducting the Roaming Messenger business on a day-to-day basis with all related
personnel,  since the  Exclusive  Technology  Licensing  Agreement and resulting
expense reductions did not commence until September 18, 2006.

         Total revenue for the three-month  period ending September 30, 2006 was
$432,676 as compared to $337,926 for the three-month period ending September 30,
2005.

         The cost of revenue for the  three-month  period  ending  September 30,
2006 was 22% as compared to 32% for the three-month  period ending September 30,
2005.

         Total operating expenses for the three month period ended September 30,
2006  decreased  by $76,567 to $660,846  from  $737,413  in 2005.  The change is
primarily due to decrease in selling, general and administrative expenses.

         Selling,  general  and  administrative  expenses  decreased  by $93,813
during the three months ended  September  30, 2006 to $513,830  from $607,643 in
the three month  period  ended  September  30,  2005.  The  decrease in selling,
general and  administrative  expenses were primarily due to general  decrease in
cost associated with the Roaming Messenger operation.

                                       12


<PAGE>

         Non-cash  selling,  general and  administrative  expenses for the three
months ended  September  30, 2006 totaled  $73,207  which include (i) $30,688 in
employee stock option expenses, and (ii) $42,519 of net expenses associated with
the  accounting  for a convertible  debenture in accordance  with EITF 00-19 and
EITF 00-27.

         Expense related to depreciation  was $39,596 for the three months ended
September  30, 2006 as compared to $23,393 for the three months ended  September
30, 2005.

         Research  and  development  expenses  was $107,377 for the three months
ended  September  30, 2006 as compared to $106,377  for the three  months  ended
September 30, 2005.

         Total other income and expense was ($32,297) for the three months ended
September 30, 2006 as compared to ($2,866) in the prior year.

         For the three months ended  September 30, 2006,  our  consolidated  net
loss was ($356,883) as compared to a consolidated net loss of ($509,407) for the
three months ended September 30, 2005.


OFF-BALANCE SHEET ARRANGEMENTS

         The company has no off-balance sheet arrangements.


LIQUIDITY AND CAPITAL RESOURCES

         We had cash at  September  30,  2006 of $103,089 as compared to cash of
$387,180 as of June 30,  2006.  We had net working  capital  deficit  (i.e.  the
difference  between  current assets and current  liabilities) of ($1,073,045) at
September 30, 2006 as compared to a net working capital deficit of ($848,174) at
June 30, 2006. Cash flow utilized by operating activities was ($331,784) for the
three months ended September 30, 2006 as compared to cash utilized for operating
activities of ($259,893)  during the three months ended September 30, 2005. Cash
flow used in  investing  activities  was  ($11,538)  for the three  months ended
September 30, 2006 as compared to cash used in investing activities of ($10,928)
during  the three  months  ended  September  30,  2005.  Cash flow  provided  by
financing  activities was $59,230 for the three months ended  September 30, 2006
as compared to cash  provided by financing  activities of $119,203 for the three
months ended September 30, 2005.

         On August 11, 2005,  the Company was approved for a $100,000  revolving
line of credit from Bank of America at an  interest  of prime plus 4  percentage
points.  This line of  credit is not  secured  by  assets  of the  Company.  The
effective  interest  rate on the line of credit at September 30, 2006 was 12.25%
per annum.  At  September  30,  2006,  $75,342 was  borrowed  under this line of
credit.

         As of the date of this report,  a number of Warp 9 ICS client  websites
are in the implementation phase. Once the implementation phase is completed, the
client's  e-commerce  website is  released  to the  public.  When an ICS enabled
website  is  released  to the  public,  we can  start  to bill  the  client  the
contracted  monthly fees. As of the date of this report,  there is approximately
$130,000 of total  annual ICS  contract  revenue  that is waiting to be realized
once the client sites are launched.

         While we expect  our losses to be less in the next  fiscal  year due to
the reduction of expenses previously incurred by the Roaming Messenger operation
before it was exclusively  licensed to a third party in September 2006, there is
no assurance that losses will actually be less or the Company will have

                                       13

<PAGE>

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.

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

ITEM 3.    CONTROLS AND PROCEDURES

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

         There have been no  changes  in the  Company's  internal  control  over
financial  reporting that occurred during the fiscal quarter ended September 30,
2006 that has materially affected, or is reasonably likely to materially affect,
the Company's internal control over financial reporting.


PART II.  - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         The Company may be involved in legal actions and claims  arising in the
ordinary  course of business  from time to time,  none of which at this time are
considered to be material to the Company's business or financial condition.

ITEM 2. CHANGES IN SECURITIES

         During the three months ended  September 30, 2006,  the Company  issued
10,696,641  shares of common stock ranging from $0.0088 per share to $0.0092 per
share for the conversion of the debenture with an outstanding  balance reduction
of $95,000.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         None.



                                       14

<PAGE>



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

         On August 24,  2006,  holders of  106,074,025  shares of the  Company's
common stock, or approximately  52.9% of the total issued and outstanding common
stock of the  Company,  voted to change  the name of the  Company  from  Roaming
Messenger,  Inc.  to Warp  9,  Inc.,  by  amending  the  Company's  articles  of
incorporation.  The Board of  Directors  of the  Company  voted  unanimously  to
implement this shareholder action.


ITEM 5. OTHER INFORMATION

         On September 18, 2006, we entered into a ten year Exclusive  Technology
Licensing  Agreement  with  Zingerang,  Inc. Under this  agreement,  the Company
grants to Zingerang Inc., the Licensee, an exclusive, worldwide, sub-licensable,
transferable,  royalty-bearing  right  and  license  to  the  Roaming  Messenger
technology  and related  patent  portfolio.  In  consideration  for granting the
license to Zingerang, the Company is entitled to an ongoing royalty fee equal to
five percent (5%) of Zingerang's gross sales, to be paid quarterly.  The Company
will  immediately  receive a one time payment  equal to $100,000 as a recoupable
advance against the royalties. During the term of the Agreement,  Zingerang may,
at its sole  discretion,  pay to the  Company  a  one-time  royalty  payment  of
$500,000,  in lieu of ongoing  royalties,  less certain patent application fees.
Additionally, the Company participated in Zingerang's founder round of financing
where  it  acquired  forty  million  (40,000,000)  shares  of  common  stock  in
Zingerang, which represents a large minority position, for a total investment of
$10,000.

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

                                       15

<PAGE>

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

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


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

 (a)     Exhibits

         EXHIBIT NO.                DESCRIPTION

                    3.1       Articles of Incorporation (1)
                    3.2       Bylaws (1)
                    4.1       Specimen Certificate for Common Stock (1)
                    4.2       Non-Qualified Employee Stock Option Plan (2)
                    10.1      First Agreement and Plan of Reorganization between
                              Latinocare   Management   Corporation,   a  Nevada
                              corporation,   and  Warp  9,   Inc.,   a  Delaware
                              corporation (3)
                    10.2      Second   Agreement  and  Plan  of   Reorganization
                              between  Latinocare  Management   Corporation,   a
                              Nevada  corporation,  and Warp 9, Inc., a Delaware
                              corporation (4)
                    10.3      Exchange   Agreement   and   Representations   for
                              Shareholders of Warp 9, Inc.(3)
                    10.4      Exclusive  Technology  License  Agreement,   dated
                              September 18, 2006 (5)
                    10.5      Subscription  Agreement with Zingerang Inc., dated
                              September 18, 2006 (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 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 September 22, 2006.

                                       16
<PAGE>



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

(1)      Form 8-K, dated August 2, 2006 filed with the SEC reflecting the change
         of the Company's auditors.
(2)      Form 8-K,  dated  September 22, 2006 filed with the SEC  describing the
         Exclusive  Technology  Licensing Agreement between Zingerang,  Inc. and
         Roaming Messenger, Inc.
(3)      Form 8-K,  dated  October  17, 2006 filed with the SEC  reflecting  the
         resignation  of  Jonathan  Lei in all  capacities  with the Company and
         appointment of new officers and directors.

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: April 24, 2007                 WARP 9, INC.


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


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



By:  \s\Louie Ucciferri                               Dated: April 24, 2007

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




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

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



                                       17