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

                                    FORM 10-Q
(Mark One)

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

         For Quarterly Period Ended December 31, 2008

                                       or

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

         For the Transition period from _______________ to ______________

                         Commission File Number: 0-13215

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

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

             50 Castilian Drive, Suite 101, Santa Barbara, CA 93117
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

                          Yes[__]                                      No[_X_]

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

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

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

                          Yes[__]                                      No[_X_]

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

As of  February  5, 2009 the number of shares  outstanding  of the  registrant's
class of common stock was 340,579,815.
<PAGE>
<TABLE>
<CAPTION>



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

Item 1.           Consolidated Financial Statements                                                                   2
                  Consolidated Balance Sheets as of December 31, 2008 (unaudited) and June 30, 2008 (audited)         3
                  Consolidated Statements of Income for the Three and Six Months ended December 31, 2008              4
                  and December 31, 2007 (unaudited)
                  Consolidated Statement of Shareholders' Equity for the Six Months ended December 31, 2008           5
                  (unaudited)
                  Consolidated Statements of Cash Flows for the Six Months ended December 31, 2008 and                6
                  December 31, 2007 (unaudited)
                  Notes to Consolidated Financial Statements (unaudited)                                              7

Item 2.           Management's Discussion and Analysis of Financial Condition and Results of Operations               9

Item 3.           Quantitative and Qualitative Disclosures About Market Risk                                         14

Item 4T.          Controls and Procedures                                                                            14

PART II - OTHER INFORMATION

Item 1.           Legal Proceedings                                                                                  15

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds                                        15

Item 3.           Defaults Upon Senior Securities                                                                    15

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>




                                      -1-
<PAGE>
PART I. - FINANCIAL INFORMATION

ITEM 1.    CONSOLIDATED FINANCIAL STATEMENTS














































                                      -2-


<PAGE>
<TABLE>
<CAPTION>
                                        WARP 9, INC. AND SUBSIDIARY
                                        CONSOLIDATED BALANCE SHEETS
                                                                         (Unaudited)
                                                                      December 31, 2008     June 30, 2008
                                                                      ------------------- -------------------
<S>                                                                   <C>                 <C>
                                                   ASSETS
CURRENT ASSETS
     Cash                                                             $          693,668  $          680,649
     Accounts Receivable, net                                                    421,336             290,920
     Prepaid and Other Current Assets                                             11,604              16,679
     Current Portion of Deferred Tax Asset                                        58,100              38,849
                                                                      ------------------- -------------------
        TOTAL CURRENT ASSETS                                                   1,184,708           1,027,097
                                                                      ------------------- -------------------
PROPERTY & EQUIPMENT, at cost
     Furniture, Fixtures & Equipment                                              89,485              89,485
     Computer Equipment                                                          511,889             505,603
     Commerce Server                                                              50,000              50,000
     Computer Software                                                             9,476               9,476
                                                                      ------------------- -------------------
                                                                                 660,850             654,564
     Less accumulated depreciation                                              (588,888)           (555,947)
                                                                      ------------------- -------------------
        NET PROPERTY AND EQUIPMENT                                                71,962              98,617
                                                                      ------------------- -------------------
OTHER ASSETS
     Lease Deposit                                                                 9,749               9,749
     Restricted Cash                                                              93,000              93,000
     Internet Domain, net                                                            977               1,062
     Long Term Deferred Tax Asset                                              1,831,800           2,029,859
                                                                      ------------------- -------------------
        TOTAL OTHER ASSETS                                                     1,935,526           2,133,670
                                                                      ------------------- -------------------
        TOTAL ASSETS                                                  $        3,192,196  $        3,259,384
                                                                      =================== ===================

                                    LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts Payable                                                 $           13,282  $           64,799
     Credit Cards Payable                                                          2,149              15,352
     Accrued Expenses                                                            144,323              88,514
     Bank Line of Credit                                                           8,451               7,916
     Deferred Income                                                                   -              35,333
     Note Payable, Other                                                          64,776              40,107
     Note Payable, Related Party                                                       -              50,481
     Customer Deposit                                                             50,186              51,436
     Corporate income tax provision                                                6,050                   -
     Capitalized Leases, Current Portion                                          13,249              23,183
                                                                      ------------------- -------------------
        TOTAL CURRENT LIABILITIES                                                302,466             377,121
                                                                      ------------------- -------------------
LONG TERM LIABILITIES
     Note payable, Other                                                          29,493              74,216
     Capitalized Leases                                                            2,567               7,912
                                                                      ------------------- -------------------
        TOTAL  LONG TERM LIABILITIES                                              32,060              82,128
                                                                      ------------------- -------------------
        TOTAL LIABILITIES                                                        334,526             459,249
                                                                      ------------------- -------------------
SHAREHOLDERS' EQUITY
     Common Stock, $0.001 Par Value;
     495,000,000 Authorized Shares;
     340,579,815 Shares Issued and Outstanding                                   340,580             340,579
     Additional Paid In Capital                                                6,892,306           6,886,682
     Accumulated Deficit                                                      (4,375,216)         (4,427,126)
                                                                      ------------------- -------------------
        TOTAL SHAREHOLDERS'  EQUITY                                            2,857,670           2,800,135
                                                                      ------------------- -------------------
        TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                    $        3,192,196  $        3,259,384
                                                                      =================== ===================
</TABLE>
   The accompanying notes are an integral part of these financial statements.
                                       -3-
<PAGE>
<TABLE>
<CAPTION>
                                                   WARP 9, INC. AND SUBSIDIARY
                                              CONSOLIDATED STATEMENTS OF OPERATIONS
                                                           (Unaudited)


                                                                         Three Months Ended               Six Months Ended
                                                                   -------------------------------  ------------------------------

                                                                    12/31/2008       12/31/2007      12/31/2008      12/31/2007
                                                                   --------------  ---------------  --------------  --------------
<S>                                                                <C>             <C>              <C>             <C>
REVENUE                                                            $     620,159   $      649,172   $   1,088,024   $   1,253,667

COST OF SERVICES                                                          42,159           37,207          79,895          76,431
                                                                   --------------  ---------------  --------------  --------------

GROSS PROFIT                                                             578,000          611,965       1,008,129       1,177,236
                                                                   --------------  ---------------  --------------  --------------
OPERATING EXPENSES
  Selling, general and administrative expenses                           372,928          401,884         719,660         810,937
  Research and development                                                10,262           16,585          26,877          18,325
  Depreciation and amortization                                           16,513           22,013          33,026          42,046
                                                                   --------------  ---------------  --------------  --------------
        TOTAL OPERATING EXPENSES                                         399,703          440,482         779,563         871,308
                                                                   --------------  ---------------  --------------  --------------

INCOME FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)                    178,297          171,483         228,566         305,928

OTHER INCOME/(EXPENSE)
   Interest Income                                                         6,603              843          10,736           1,558
   Other Income                                                            9,150            3,000          18,900           9,311
   Interest Expense                                                       (8,725)         (50,674)        (13,910)       (132,590)
   Amortization of loan cost                                                   -          (16,012)              -         (42,113)
   Stock option expense                                                   (2,974)          (5,938)         (5,924)        (12,647)
                                                                   --------------  ---------------  --------------  --------------
        TOTAL OTHER INCOME (EXPENSE)                                       4,054          (68,781)          9,802        (176,481)
                                                                   --------------  ---------------  --------------  --------------

INCOME FROM OPERATIONS BEFORE PROVISION FOR TAXES                        182,351          102,702         238,368         129,447

PROVISION FOR INCOME (TAXES)/BENEFIT
   Income taxes paid                                                           -           (1,600)         (1,600)         (1,600)
   Federal income (taxes)/ benefit                                      (114,654)               -        (149,645)              -
   State income (taxes)/ benefit                                         (25,617)               -         (35,213)              -
                                                                   --------------  ---------------  --------------  --------------
        PROVISION FOR INCOME TAX BENEFIT                                (140,271)          (1,600)       (186,458)         (1,600)
                                                                   --------------  ---------------  --------------  --------------

NET INCOME                                                                42,080          101,102          51,910         127,847
                                                                   ==============  ===============  ==============  ==============

BASIC AND DILUTED LOSS PER SHARE                                   $        0.00   $         0.00   $        0.00   $        0.00
                                                                   ==============  ===============  ==============  ==============
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
      BASIC AND DILUTED                                              340,579,815      245,282,938     340,579,815     242,009,468
                                                                   ==============  ===============  ==============  ==============
</TABLE>




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

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

                                                                                   Additional
                                                                    Common           Paid-in          Accumulated
                                                  Shares            Stock            Capital           Deficit           Total
                                              ---------------   --------------   ---------------   ---------------   --------------
<S>                                              <C>            <C>              <C>               <C>               <C>
Balance, June 30, 2008                           340,579,815    $     340,580    $    6,886,682    $   (4,427,126)   $   2,800,136

Stock issuance cost (unaudited)                            -                -              (300)                -             (300)

Stock compensation cost (unaudited)                        -                -             5,924                 -            5,924

Net income for the six months ended                        -                -                 -            51,910           51,910
December 31, 2008 (unaudited)
                                              ---------------   --------------   ---------------   ---------------   --------------

Balance, December 31, 2008 (unaudited)           340,579,815    $     340,580    $    6,892,306    $   (4,375,216)   $   2,857,670
                                              ===============   ==============   ===============   ===============   ==============
</TABLE>




























   The accompanying notes are an integral part of these financial statements.
                                       -5-
<PAGE>
<TABLE>
<CAPTION>
                                         WARP 9, INC. AND SUBSIDIARY
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (Unaudited)

                                                                                   Six Months Ended
                                                                             12/31/2008       12/31/2007
                                                                           ------------------ --------------
<S>                                                                        <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income/(loss)                                                        $        51,910    $     127,847
  Adjustment to reconcile net loss to net cash
  used in operating activities
  Depreciation and amortization                                                     33,026           42,046
  Bad debt expense                                                                 (38,563)          62,716
  Conversion feature recorded as interest expense                                        -           12,647
  Amortization of loan costs                                                             -           42,113
  Cost of stock compensation recognized                                              5,924           18,174
  Derivative expense                                                                     -           26,249
 (Increase) Decrease in:
    Accounts receivable                                                            (91,853)        (112,311)
    Prepaid and other assets                                                         5,075             (961)
    Deferred tax benefit                                                           178,808                -
  Increase (Decrease) in:
    Accounts payable                                                               (51,516)          50,031
    Accrued expenses                                                                55,809           38,548
    Deferred Income                                                                (35,333)          50,000
    Corporate income tax provision                                                   6,050                -
    Other liabilities                                                              (14,453)           3,240
                                                                           ------------------ --------------
        NET CASH PROVIDED BY OPERATING ACTIVITIES                                  104,884          360,339
                                                                           ------------------ --------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of property and equipment                                                  (6,286)          (1,336)
                                                                           ------------------ --------------
        NET CASH PROVIDED/(USED) IN INVESTING ACTIVITIES                            (6,286)          (1,336)
                                                                           ------------------ --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payment on notes payable                                                         (50,481)          (6,000)
  Payments on notes payable, other                                                 (20,054)         (96,053)
  Payments on capitalized leases                                                   (15,279)         (15,319)
  Proceeds from line of credit                                                         535          (30,000)
  Proceeds from issuance of common stock, net of cost                                 (300)            (132)
                                                                           ------------------ --------------

        NET CASH USED BY FINANCING ACTIVITIES                                      (85,579)        (147,504)
                                                                           ------------------ --------------

        NET INCREASE IN CASH                                                        13,019          211,499


CASH, BEGINNING OF PERIOD                                                          680,649          431,841
                                                                           ------------------ --------------

CASH, END OF PERIOD                                                        $       693,668    $     643,340
                                                                           ================== ==============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   Interest paid                                                           $        13,910    $       8,060
                                                                           ================== ==============
   Taxes paid                                                              $         1,600    $           -
                                                                           ================== ==============
SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS
During the six months ended  December 31, 2007,  the Company  issued  28,608,765
shares  of  common  stock  at a fair  value  of  $290,000  for  the  convertible
debenture.
</TABLE>


   The accompanying notes are an integral part of these financial statements.
                                       -6-
<PAGE>
                          WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                DECEMBER 31, 2008

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 six month period
     ended December 31, 2008 are not necessarily  indicative of the results that
     may be expected for the year ending June 30, 2009. For further  information
     refer to the financial  statements  and footnotes  thereto  included in the
     Company's Form 10K for the year ended June 30, 2008.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

     STOCK-BASED COMPENSATION
     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 six months ended  December 31,
     2008  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 six months ended December
     31, 2008, included  compensation expense for the stock-based payment awards
     granted prior to, but not yet vested,  as of December 31, 2008 based on the
     grant date fair value estimated in accordance with the pro forma provisions
     of FAS 148, and  compensation  expense for the  stock-based  payment awards
     granted subsequent to December 31, 2008, 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 six months ended December 31,
     2008 is based on awards  ultimately  expected to vest,  it has been reduced
     for estimated forfeitures, FAS 123R requires forfeitures to be estimated at
     the time of grant and  revised,  if  necessary,  in  subsequent  periods if
     actual   forfeitures   differ  from  those   estimates.   The   stock-based
     compensation   expense   recognized  in  the  consolidated   statements  of
     operations during the six months ended December 31, 2008 is $5,924.

                                      -7-
<PAGE>

                          WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                DECEMBER 31, 2008


3.   CAPITAL STOCK

     At  December  31,  2008,  the  Company's   authorized   stock  consists  of
     495,000,000 shares of common stock, par value $0.001 per share. The Company
     is also authorized to issue 5,000,000  shares of preferred stock with a par
     value of $0.001.  The rights,  preferences and privileges of the holders of
     the preferred  stock will be determined by the Board of Directors  prior to
     issuance of such shares. During the six months ended December 31, 2007, the
     Company issued  28,608,765  shares of common stock ranging from $0.0089 per
     share to $0.0110 per share for the conversion of the debenture with a value
     of $290,000.


4.   INCOME TAXES

     The Company files income tax returns in the U.S. Federal jurisdiction,  and
     the state of  California.  With few  exceptions,  the  Company is no longer
     subject  to  U.S.  federal,  state  and  local,  or  non-U.S.   income  tax
     examinations by tax authorities for years before 2004.

     The  Company  adopted  the  provisions  of  FASB   Interpretation  No.  48,
     Accounting for  Uncertainty  in Income Taxes,  on September 1, 2008. FIN 48
     clarifies the accounting for  uncertainty in tax positions by prescribing a
     minimum  recognition  threshold  required for  recognition in the financial
     statements.  FIN 48 also provides guidance on  de-recognition,  measurement
     classification,  interest and  penalties,  accounting  in interim  periods,
     disclosure and transition.

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

5.   SUBSEQUENT EVENTS

     On  January  31,  2009,  Mr.  Kin Ng and Mr.  Louie  Ucciferri,  two of the
     Company's board of directors resigned.  Mr. Ucciferri provided a vacancy on
     the Board to satisfy the  independent  Director  requirement  for the Audit
     Committee.


















                                      -8-

<PAGE>

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

CAUTIONARY STATEMENTS

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

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

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

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

         (b)      potential fluctuation in quarterly results;

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

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

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

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

         (g)      rapid and significant changes in markets;

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

         (i)      insufficient revenues to cover operating costs;

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

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


                                      -9-
<PAGE>


         There is no assurance that the Company will be profitable,  the Company
may not be able to  successfully  develop,  manage or market  its  products  and
services,  the Company may not be able to attract or retain qualified executives
and technology  personnel,  the Company may not be able to obtain  customers for
its  products or  services,  the  Company's  products  and  services  may become
obsolete,  government  regulation may hinder the Company's business,  additional
dilution in outstanding  stock  ownership may be incurred due to the issuance of
more shares,  warrants and stock options,  the exercise of outstanding  warrants
and stock options, or other risks inherent in the Company's businesses.

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

CURRENT OVERVIEW

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

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

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

         While the Warp 9 Internet  Commerce  System ("ICS") is our flagship and
highest  revenue  product,  we have been  developing  and deploying new products
based on a proprietary  virtual  publishing  technology  that we have developed.
These new products have allowed for the creation of interactive  web versions of
paper catalogs ("VCS") and magazines  ("VMS") where users can flip through pages
with a mouse  and  click on  products  or  advertisements.  These  magazines  or
catalogs have built-in  integration for e-commerce  transactions through our ICS
product  and  other  transaction   based  activities.   Clients  utilizing  this
technology have discovered when exposing consumers to virtual catalogs, a higher
average order size and  significant  increase in rate of conversion  result.  We
have been selling this  solution on a limited  basis as a  professional  service
while we refine the product and  technology.  We believe  there are many markets
for our virtual  catalog and  magazine  technology  and we intend to test market
these new products in greater distribution in the near future.

                                      -10-
<PAGE>

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

CRITICAL ACCOUNTING POLICIES

         Our discussion  and analysis of our financial  condition and results of
operations,  including the  discussion on liquidity and capital  resources,  are
based upon our financial statements, which have been prepared in accordance with
accounting  principles  generally accepted in the United States. The preparation
of these financial  statements  requires us to make estimates and judgments that
affect the reported amounts of assets,  liabilities,  revenues and expenses, and
related  disclosure of contingent  assets and liabilities.  On an ongoing basis,
management re-evaluates its estimates and judgments,  particularly those related
to the  determination  of the estimated  recoverable  amounts of trade  accounts
receivable,  impairment of long-lived assets,  revenue  recognition and deferred
tax assets. We believe the following critical  accounting  policies require more
significant  judgment and  estimates  used in the  preparation  of the financial
statements

         We maintain an allowance  for doubtful  accounts for  estimated  losses
that may arise if any of our  customers  are unable to make  required  payments.
Management  specifically  analyzes the age of customer balances,  historical bad
debt  experience,  customer  credit-worthiness,  and changes in customer payment
terms  when  making  estimates  of the  uncollectability  of our trade  accounts
receivable balances. If we determine that the financial conditions of any of our
customers  deteriorated,  whether due to customer  specific or general  economic
issues,  increases in the allowance may be made. Accounts receivable are written
off when all collection attempts have failed.

         We follow the  provisions  of Staff  Accounting  Bulletin  ("SAB") 101,
"Revenue  Recognition in Financial  Statements" for revenue  recognition and SAB
104. Under Staff  Accounting  Bulletin 101, four  conditions  must be met before
revenue can be recognized:  (i) there is persuasive evidence that an arrangement
exists, (ii) delivery has occurred or service has been rendered, (iii) the price
is fixed or determinable and (iv) collection is reasonably assured.

         Income taxes are accounted  for under the asset and  liability  method.
Under this method,  to the extent that we believe that the deferred tax asset is
not likely to be recovered,  a valuation  allowance is provided.  In making this
determination,  we consider  estimated  future taxable income and taxable timing
differences  expected  in the  future.  Actual  results  may  differ  from those
estimates.








                                      -11-

<PAGE>

RESULTS OF OPERATIONS FOR THE  THREE-MONTHS  AND  SIX-MONTHS  ENDED DECEMBER 31,
2008 COMPARED TO THE THREE-MONTHS AND SIX-MONTHS ENDED DECEMBER 31, 2007

REVENUE

         Total  revenue  for the  three-month  period  ended  December  31, 2008
decreased by ($29,013) to $620,159 from $649,172 in the prior year, representing
a decrease of 4.5%.  For the  six-month  period ended  December 31, 2008,  total
revenue decreased by ($165,643) to $1,088,024 from $1,253,667 in the same period
of the prior year. The overall decrease in revenue was primarily the result of a
decrease in VCS revenue and professional  services booked in the 2008 quarter as
a result of the slowing economic environment. This decrease was partially offset
by a strong  increase in  recurring  ICS monthly fees due to the increase in the
number of clients.

COST OF REVENUE

         The cost of revenue for the three-month  period ended December 31, 2008
increased by $4,952 to $42,159 as compared to $37,207 for the three-month period
ended December 31, 2007,  and for the six-month  period ended December 31, 2008,
cost of revenue  increased  by $3,464 to $79,895 from $76,431 in the same period
of the prior year.  The overall  increase was  primarily  due to the increase in
costs incurred for obtained vendor services by the Company.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling,  general  and  administrative  (SG&A)  expenses  decreased  by
($28,956)  during the three  months  ended  December  31,  2008 to  $372,928  as
compared to $401,884 for the three-month period ended December 31, 2007. For the
six-month period ending December 31, 2008, SG&A expenses  decreased by ($91,277)
to $719,660  from  $810,937  for the six months ended  December  31,  2007.  The
decrease in SG&A expenses was primarily due to the reduction in certain bad debt
and other ongoing vendor provided professional services.

RESEARCH AND DEVELOPMENT

         Research and  development  expenses  decreased  by ($6,323)  during the
three months  ended  December 31, 2008 to $10,262 as compared to $16,585 for the
three months ended  December 31, 2007. In the six-month  period ending  December
31, 2008, the research and development  expenses  increased by $8,552 to $26,877
as compared to $18,325 for the six months ended  December 31, 2007.  The overall
increase is primarily  due to the  development  of new products and new features
for the existing product line.

DEPRECIATION AND AMORTIZATION

         Expenses related to depreciation and amortization  were $16,513 for the
three months ended December 31, 2008 as compared to $22,013 for the three months
ended  December 31, 2007,  and for the six months ended  December 31, 2008,  the
depreciation and amortization was $33,026 as compared to $42,046 during the same
period of the prior year.

                                      -12-
<PAGE>

OTHER INCOME AND EXPENSE

         Total other income and expense for the three months ended  December 31,
2008 was $4,054 as compared to ($68,781)  for the same period of the prior year,
and for the six-month period ending December 31, 2008, was $9,802 as compared to
($176,481) for the same period of the prior year. The change is primarily due to
the  elimination  of the  derivative  liability  valuation and interest  expense
related to the Cornell convertible debenture.

NET INCOME

         Inclusive  of  an  accounting   for  a  provision  for  income  tax  of
($140,271),  our  consolidated net income was $42,080 for the three months ended
December 31, 2008, as compared to a consolidated  net income of $101,102 for the
three months ended  December 31, 2007.  Excluding the  accounting for the income
tax provision,  the  consolidated net income for the three months ended December
31, 2008 rose to $182,351.

         For the six-month  period ended December 31, 2008, the consolidated net
income was $51,910  compared to $127,847 for the six months  ended  December 31,
2007.  The  consolidated  net income for the six months ended  December 31, 2008
rose to $238,368 before accounting for a provision for income tax of ($186,458).
This overall  increase in net income for the six months was primarily due to the
elimination  of Cornell  convertible  debenture  and a  reduction  in  operating
expenses.

LIQUIDITY AND CAPITAL RESOURCES

         The Company  had cash at  December  31, 2008 of $693,668 as compared to
cash of $643,340 as of December  31, 2007.  The Company had net working  capital
(i.e. the difference between current assets and current liabilities) of $882,242
at  December  31,  2008 as  compared  to a net  working  capital of  $210,193 at
December 31, 2007.

         Cash flow  provided by  operating  activities  was $104,884 for the six
months  ended  December  31,  2008 as compared  to cash  provided  by  operating
activities of $360,339 during the six months ended December 31, 2007.

         Cash flow used in investing  activities was ($6,286) for the six months
ended  December  31, 2008 as compared to cash used in  investing  activities  of
($1,336) during the six months ended December 31, 2007.

         Cash flow used by financing activities was ($85,579) for the six months
ended December 31, 2008 as compared to net cash used by financing  activities of
($147,504) for the six months ended December 31, 2007.

         For the six months  ended  December 31,  2008,  our capital  needs have
primarily been met from positive cash-flow from operations.

         While we expect that our capital needs in the  foreseeable  future will
be met by cash-on-hand  and positive  cash-flow,  there is no assurance that the
Company  will have  sufficient  capital  to  finance  its  growth  and  business
operations,  or that such capital will be available on terms that are  favorable
to the  Company or at all.  In the current  financial  environment,  it has been
difficult  for the  Company  to  obtain  equipment  leases  and  other  business
financing.  There is no  assurance  that we would be able to  obtain  additional
working capital through the private  placement of common stock or from any other
source.

                                      -13-
<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS

         None.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not Applicable.


ITEM 4T. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

         Management has evaluated the effectiveness of the Company's  disclosure
controls and procedures as of December 31,, 2008 (under the supervision and with
the participation of the Company's Chairman, Chief Executive Officer, and Acting
Chief  Financial  Officer)  pursuant  to Rule  13a-15(e)  under  the  Securities
Exchange  Act of  1934,  as  amended.  As part of  such  evaluation,  management
considered  the  matters  discussed  below  relating to  internal  control  over
financial  reporting.  Based on this evaluation,  the Company's Chairman,  Chief
Executive  Officer,  and Acting Chief Financial  Officer have concluded that the
disclosure controls and procedures are effective as of December 31, 2008.

INTERNAL CONTROL OVER FINANCIAL REPORTING

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

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

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






                                      -14-
<PAGE>

PART II.  - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Company is a  plaintiff  in an accounts  receivable  lawsuit  filed
against a former customer  seeking to collect a past due amount of approximately
$30,000 plus legal collection  costs,  interest and attorneys' fees. The Company
filed the law suit in January 2009 and is currently  waiting for the defendant's
response.  There is no assurance  that the Company's  collection  action will be
successful.

         The Company may file additional collection actions in the future.


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

         None.


ITEM  3. DEFAULTS UPON SENIOR SECURITIES

         None.


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

         None.


ITEM  5. OTHER INFORMATION

         None.



















                                      -15-
<PAGE>

ITEM  6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits
<TABLE>
<CAPTION>

---------------- -- --------------------------------------------------------------------------------------------------
  EXHIBIT NO.                                              DESCRIPTION
---------------- -- --------------------------------------------------------------------------------------------------
<S>                 <C>
3.1                 Articles of Incorporation (1)
3.2                 Bylaws (1)
4.1                 Specimen Certificate for Common Stock (1)
4.2                 Non-Qualified Employee Stock Option Plan (2)
10.1                First Agreement and Plan of Reorganization  between Latinocare Management  Corporation,  a Nevada
                    corporation, and Warp 9, Inc., a Delaware corporation (3)
10.2                Second Agreement and Plan of Reorganization between Latinocare Management  Corporation,  a Nevada
                    corporation, and Warp 9, Inc., a Delaware corporation (4)
10.3                Exchange Agreement and Representations for Shareholders of Warp 9, Inc.(3)
10.4                Termination and Assignment (5)
31.1                Section 302 Certification
32.1                Section 906 Certification
---------------- -- --------------------------------------------------------------------------------------------------
</TABLE>

         (1)      Incorporated by reference from the exhibits  included with the
                  Company's   prior   Report  on  Form  10-KSB  filed  with  the
                  Securities and Exchange Commission, dated March 31, 2002.

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

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

         (4)      Incorporated by reference from the exhibits  included with the
                  Company's  prior  Report on Form 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/A  Report  filed  with the  Securities  and  Exchange
                  Commission  on November  24,  2008  regarding  appointment  of
                  William Edward  Beifuss,  Jr. and John Charles Beifuss to fill
                  two  vacancies  on  the  Company's  Board  of  Directors.  The
                  Company's Board of Directors plans to form an Audit Committee.

         (2)      Form  8-K  Report  filed  with  the  Securities  and  Exchange
                  Commission on February 3, 2009 regarding  resignation of Louie
                  Ucciferri from the Board of Directors to provide a vacancy for
                  the Audit  Committee.  Mr. Ucciferri will continue to serve as
                  the Company's Acting Chief Financial Officer.

         (3)      Form  8-K  Report  filed  with  the  Securities  and  Exchange
                  Commission on February 5, 2009 regarding resignation of Kin Ng
                  from the Board of Directors.


                                      -16-
<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: February 11, 2009                            WARP 9, INC.
                                       -----------------------------------------
                                                    (Registrant)

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


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


 By: \s\Louie Ucciferri                              Dated: February 11, 2009
---------------------------------------------------
 Louie Ucciferri, Corporate Secretary,
Acting Chief Financial Officer
(Principal Financial / Accounting Officer)







 By: \s\Harinder Dhillon                             Dated: February 11, 2009
---------------------------------------------------
Harinder Dhillon, Chief Executive Officer and
President (Principal Executive Officer)













                                      -17-