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, 2009

                                       or

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

For the Transition period from _______________ to ______________

       ------------------------------------------ ----------------------
                Commission File Number:                  0-13215
       ------------------------------------------ ----------------------

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

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


             50 CASTILIAN DRIVE, SUITE 101, SANTA BARBARA, CA 93117
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

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

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

                          Yes[__]                                        No[_X_]

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

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

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

                          Yes[__]                                       No[_X_]

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

As of February  10, 2010 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, 2009 (unaudited) and June 30, 2009 (audited)                  3
                  Consolidated Statements of Income for the Three and Six Months ended December 31, 2009
                  and December 31, 2008 (unaudited)                                                                             4
                  Consolidated Statement of Shareholders' Equity for the Six Months ended December 31, 2009 (unaudited)         5
                  Consolidated Statements of Cash Flows for the Six Months ended December 31, 2009 and
                  December 31, 2008 (unaudited)                                                                                 6
                  Notes to Consolidated Financial Statements (unaudited)                                                        7

Item 2.           Management's Discussion and Analysis of Financial Condition and Results of Operations                         10

Item 3.           Quantitative and Qualitative Disclosures About Market Risk                                                    14

Item 4T.          Controls and Procedures                                                                                       15

PART II - OTHER INFORMATION

Item 1.           Legal Proceedings                                                                                             16

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds                                                   16

Item 3.           Defaults Upon Senior Securities                                                                               16

Item 4.           Submission of Matters to a Vote of Security Holders                                                           16

Item 5.           Other Information                                                                                             16

Item 6.           Exhibits and Reports on Form 8-K                                                                              17

Signatures                                                                                                                      18
</TABLE>





<PAGE>

PART I. - FINANCIAL INFORMATION

ITEM 1.    CONSOLIDATED FINANCIAL STATEMENTS









































                                      -2-
<PAGE>

                          WARP 9, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS


                                                   (Unaudited)
                                                December 31, 2009  June 30, 2009
                                                -----------------  -------------

                      ASSETS
CURRENT ASSETS
     Cash                                        $    1,030,481    $    849,508
     Restricted Cash                                     93,000          93,000
     Accounts Receivable, net                           228,177         324,668
     Prepaid and Other Current Assets                     8,126          11,804
     Current Portion of Deferred Tax Asset              134,547         165,167
                                                 ---------------   -------------
TOTAL CURRENT ASSETS                                  1,494,331       1,444,147
                                                 ---------------   -------------

PROPERTY & EQUIPMENT, at cost
     Furniture, Fixtures & Equipment                     89,485          89,485
     Computer Equipment                                 514,450         511,889
     Commerce Server                                     50,000          50,000
     Computer Software                                   20,033           9,476
                                                 ---------------   -------------
                                                        673,968         660,850
Less accumulated depreciation                          (636,107)       (621,829)
                                                 ---------------   -------------
NET PROPERTY AND EQUIPMENT                               37,861          39,021
                                                 ---------------   -------------

OTHER ASSETS
      Lease Deposit                                       8,756           9,749
      Internet Domain, net                                  806             891
      Long Term Deferred Tax Asset                    1,726,626       1,762,727
                                                 ---------------   -------------
               TOTAL OTHER ASSETS                     1,736,188       1,773,367
                                                 ---------------   -------------

  TOTAL ASSETS                                   $    3,268,380    $  3,256,535
                                                 ===============   =============

       LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts Payable                            $       12,546    $     70,573
     Credit Cards Payable                                     -             254
     Accrued Expenses                                    84,593          87,194
     Note Payable, Other                                 35,362          33,916
     Customer Deposit                                    39,386          48,431
     Capitalized Leases, Current Portion                  2,793           8,138
                                                 ---------------   -------------
TOTAL CURRENT LIABILITIES                               174,680         248,506
                                                 ---------------   -------------

LONG TERM LIABILITIES
      Note payable, Other                                28,729          46,542
                                                 ---------------   -------------
TOTAL  LONG TERM LIABILITIES                             28,729          46,542
                                                 ---------------   -------------

  TOTAL LIABILITIES                                     203,409         295,048
                                                 ---------------   -------------

SHAREHOLDERS' EQUITY
     Common Stock, $0.001 Par Value;
     495,000,000 Authorized Shares;
     340,579,815 Shares Issued and Outstanding          340,579         340,579
     Additional Paid In Capital                       6,902,749       6,897,311
     Accumulated Deficit                             (4,178,357)     (4,276,403)
                                                 ---------------   -------------
TOTAL SHAREHOLDERS'  EQUITY                           3,064,971       2,961,487
                                                 ---------------   -------------

  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $    3,268,380    $  3,256,535
                                                 ===============   =============


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

                                      -3-
<PAGE>
                           WARP 9, INC. AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                    Three Months Ended                    Six Months Ended
                                                              December 31,      December 31,      December 31,       December 31,
                                                                  2009              2008               2009               2008
                                                             ---------------  -----------------  -----------------   --------------

<S>                                                          <C>              <C>                <C>                 <C>
REVENUE                                                      $     502,470    $      620,159     $      888,541      $   1,088,024

COST OF SERVICES                                                    38,479            42,159             75,505             79,895
                                                             ---------------  -----------------  -----------------   --------------

GROSS PROFIT                                                       463,991           578,000            813,036          1,008,129
                                                             ---------------  -----------------  -----------------   --------------

OPERATING EXPENSES
  Selling, general and administrative expenses                     319,764           372,928            648,180            719,660
  Research and development                                           5,000            10,262             10,000             26,877
  Stock option expense                                               2,896             2,974              5,438              5,924
  Depreciation and amortization                                      7,182            16,513             14,363             33,026
                                                             ---------------  -----------------  -----------------   --------------

TOTAL OPERATING EXPENSES                                           334,842           402,677            677,981            785,487
                                                             ---------------  -----------------  -----------------   --------------

INCOME FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)              129,149           175,323            135,055            222,642
                                                             ---------------  -----------------  -----------------   --------------

OTHER INCOME/(EXPENSE)
  Interest Income                                                    7,226             6,603             17,291             10,736
  Other Income                                                       5,287             9,150             16,537             18,900
  Interest Expense                                                  (1,901)           (8,725)            (4,116)           (13,910)
                                                             ---------------  -----------------  -----------------   --------------

TOTAL OTHER INCOME/(EXPENSE)                                        10,612             7,028             29,712             15,726
                                                             ---------------  -----------------  -----------------   --------------

INCOME FROM OPERATIONS BEFORE PROVISION FOR TAXES                  139,761           182,351            164,767            238,368

PROVISION FOR INCOME (TAXES)/BENEFIT
   Income (taxes)/benefit                                          (55,762)         (140,271)           (66,721)          (186,458)
                                                             ---------------  -----------------  -----------------   --------------

NET INCOME                                                   $      83,999    $       42,080     $       98,046      $      51,910
                                                             ===============  =================  =================   ==============


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


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







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

                                      -4-
<PAGE>
                          WARP 9, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENT OF SHAREHOLDERRS' EQUITY

<TABLE>
<CAPTION>

                                                                                               Additional
                                                                                    Common      Paid-in     Accumulated
                                                                      Shares        Stock       Capital      Deficit       Total
                                                                   -------------- ----------- ------------ ------------ ------------
<S>                                                                 <C>           <C>         <C>          <C>           <C>
Balance, June 30, 2009                                              340,579,815   $  340,579  $ 6,897,311  $ (4,276,403) $ 2,961,487

Stock compensation expense (unaudited)                                        -            -        5,438             -        5,438

Net income for the six months ended December 31, 2009 (unaudited)             -            -            -        98,046       98,046
                                                                   -------------- ----------- ------------ ------------ ------------

Balance, December 31, 2009 (unaudited)                              340,579,815   $  340,579  $ 6,902,749  $ (4,178,357) $ 3,064,971
                                                                   ============== =========== ============ ============ ============
</TABLE>





























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

                                      -5-
<PAGE>
                          WARP 9, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>


                                                                         Six Months Ended
                                                              December 31, 2009     December 31,2008
                                                              -----------------     ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                           <C>                   <C>
    Net income                                                $       98,046        $     51,910
    Adjustment to reconcile net income to net cash
       provided by operating activities
    Depreciation and amortization                                     14,363              33,026
    Bad debt expense                                                 (79,217)            (38,563)
    Cost of stock compensation recognized                              5,438               5,924
    Changes in Assets and Liabilities
    (Increase) Decrease in:
    Accounts receivable                                              175,708             (91,853)
    Prepaid and other assets                                           3,678               5,075
    Deferred tax asset                                                66,721             178,808
    Deposits                                                             993                   -
    Increase (Decrease) in:
    Accounts payable and credit cards payable                        (58,281)            (51,516)
    Accrued expenses                                                  (2,601)             55,809
    Deferred Income                                                        -             (35,333)
    Corporate income tax payable                                           -               6,050
    Other liabilities                                                 (9,045)            (14,453)
                                                              -----------------     -------------

        NET CASH PROVIDED BY OPERATING ACTIVITIES                    215,803             104,884
                                                              -----------------     -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                               (13,118)             (6,286)
                                                              -----------------     -------------

        NET CASH USED IN INVESTING ACTIVITIES                        (13,118)             (6,286)
                                                              -----------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Payment on notes payable                                               -             (50,481)
    Payments on notes payable, other                                 (16,367)            (20,054)
    Payments on capitalized leases                                    (5,345)            (15,279)
    Proceeds from line of credit                                           -                 535
    Proceeds from issuance of common stock, net of cost                    -                (300)
                                                              -----------------     -------------

        NET CASH USED IN FINANCING ACTIVITIES                        (21,712)            (85,579)
                                                              -----------------     -------------

         NET INCREASE IN CASH                                        180,973              13,019


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

CASH, END OF PERIOD                                           $    1,030,481        $    693,668
                                                              =================     =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   Interest paid                                              $        4,116        $     13,910
                                                              =================     =============
   Taxes paid                                                 $            -        $      1,600
                                                              =================     =============
</TABLE>

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

                                      -6-

<PAGE>
                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                DECEMBER 31, 2009

1.   BASIS OF PRESENTATION

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared in accordance with generally  accepted  accounting  principles for
     interim  financial  information and with the  instructions to Form 10-Q and
     Rule 10-01 of Regulation S-X.  Accordingly,  they do not include all of the
     information  and  footnotes  required  by  generally  accepted   accounting
     principles for complete financial statements. In the opinion of management,
     all  normal  recurring   adjustments   considered   necessary  for  a  fair
     presentation have been included. Operating results for the six months ended
     December 31, 2009 are not necessarily indicative of the results that may be
     expected for the year ending June 30, 2010. For further  information  refer
     to the financial statements and footnotes thereto included in the Company's
     Form 10K for the year ended June 30, 2009.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

     Stock-based  compensation  expense recognized during the period is based on
     the value of the portion of  stock-based  payment awards that is ultimately
     expected  to  vest.  Stock-based  compensation  expense  recognized  in the
     consolidated  statement of operations  during the six months ended December
     31, 2009, included  compensation expense for the stock-based payment awards
     granted prior to, but not yet vested,  as of December 31, 2009 based on the
     grant  date  fair  value  estimated.   Stock-based   compensation   expense
     recognized in the statement of income for the six months ended December 31,
     2009 is based on awards  ultimately  expected to vest,  it has been reduced
     for estimated  forfeitures.  Forfeitures are estimated at the time of grant
     and revised,  if  necessary,  in subsequent  periods if actual  forfeitures
     differ  from  those  estimates.   The  stock-based   compensation   expense
     recognized in the  consolidated  statements  of  operations  during the six
     months ended December 31, 2009 and 2008 are $5,438 and $5,924 respectively.

3.   CAPITAL STOCK

     At December 31, 2009 and 2008, the Company's  authorized  stock consists of
     495,000,000 shares of common stock, par value $0.001 per share. The Company
     is also authorized to issue 5,000,000  shares of preferred stock with a par
     value of $0.001.  The rights,  preferences and privileges of the holders of
     the preferred  stock will be determined by the Board of Directors  prior to
     issuance of such shares.

4.   STOCK OPTIONS AND WARRANTS

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

                                      -7-
<PAGE>

                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                DECEMBER 31, 2009


4.   STOCK OPTIONS AND WARRANTS (Continued)

     Incentive  Option is to be no less than the Fair Market Value of the Common
     Stock on the date the option was granted  (110% of the Fair Market Value in
     the case of a greater-than-10%  stockholder).  The purchase price per share
     of the Common Stock under each Nonqualified  Option were to be specified by
     the Board at the time the Option was granted, and could be less than, equal
     to or greater  than the Fair Market  Value of the shares of Common Stock on
     the date such Nonqualified Option was granted,  but were to be no less than
     the par  value of  shares  of  Common  Stock.  The plan  provided  specific
     language as to the termination of options granted hereunder.

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

                                                        Period Ended
                                                         12/31/2009
                                                    --------------------
        Risk free interest rate                          3.01% - 5.07%
        Stock volatility factor                          0.31 - 186.29
        Weighted average expected option life               4 years
        Expected dividend yield                              none



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


                                                        Period ended
                                                         12/31/2009
                                               --------------------------------
                                                                   Weighted
                                                                    average
                                                                   exercise
                                                    Options          price
                                               ----------------- --------------
        Outstanding -beginning of year               12,400,000  $        0.02

        Granted                                         340,000           0.01

        Exercised                                             -              -

        Forfeited                                      (800,000)          0.01
                                               ----------------- --------------
        Outstanding - end of year                    11,940,000  $        0.01
                                               ================= ==============
        Exercisable at the end of year                9,791,551  $        0.01
                                               ================= ==============
        Weighted average fair value of
         options granted during the year                         $           -
                                                                 ==============


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

                                      -8-
<PAGE>


                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                DECEMBER 31, 2009


4.   STOCK OPTIONS AND WARRANTS (Continued)

     The weighted  average  remaining  contractual  life of options  outstanding
     issued under the plan as of December 31, 2009 was as follows:

                                                              Weighted
                                                               Average
                                        Number of             remaining
                  Exercise               options             contractual
                   prices              outstanding           life (years)
             -------------------    ------------------    ------------------
                   $ 0.070                   100,000            4.00
                   $ 0.080                    50,000            2.00
                   $ 0.010                10,090,000            4.17
                   $ 0.020                   500,000            5.47
                   $ 0.008                   100,000            8.33
                   $ 0.014                   100,000            8.51
                                    ------------------
                                          11,940,000
                                    ==================

5.   INCOME TAXES

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

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

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


6.   SUBSEQUENT EVENT

     The following are items management has evaluated as subsequent events as of
     February 18, 2010 the date the financial statements were issued.

     During  February  2010,  the  Company  received a demand for payment in the
     amount of $104,455.52 for utilities from Ericsson, Inc. under the assertion
     that the Company is in default of the  sublease.  Ericsson,  Inc.  notified
     Warp 9 that they intend to attempt to draw on the standby  letter of credit
     of $93,000  (restricted  cash).  Though the Company is  disputing  both the
     claim  of  default  and  the  actual  utilities  amounts,  there  can be no
     assurance it will be successful.

                                       -9-
<PAGE>

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

CAUTIONARY STATEMENTS

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

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

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

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

                  (b)      potential fluctuation in quarterly results;

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

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

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

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

                  (g)      rapid and significant changes in markets;

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

                  (i)      insufficient revenues to cover operating costs;

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

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

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

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

                                      -10-
<PAGE>

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

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

CURRENT OVERVIEW

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

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

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

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

                                      -11-
<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.

                                      -12-
<PAGE>

RESULTS OF  OPERATIONS  FOR THE THREE AND SIX MONTHS  ENDED  DECEMBER  31,  2009
COMPARED TO THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2008

REVENUE

         Total revenue for the three months ended December 31, 2009 decreased by
($117,689) to $502,470  compared to $620,159 for the same prior period.  For the
six months ended  December 31, 2009,  total  revenue  decreased by ($199,483) to
$888,541  compared to $1,088,024 in the same prior period.  The overall decrease
in revenue was the result of reduced online  marketing  services for our clients
due  primarily to budget  cut-backs by our clients,  and a decrease in recurring
monthly fees due also to the slowing  economic  environment.  This  decrease was
partially off-set by an increase in ICS Site Development fees for new clients.

COST OF REVENUE

         The cost of  revenue  for the three  months  ended  December  31,  2009
decreased by ($3,680) to $38,479  compared to $42,159 for the same prior period.
For the six  months  ended  December  31,  2009  the cost of  revenue  decreased
($4,390) to $75,505  compared to $79,895 for the same prior period.  The overall
decrease  was  primarily  due to the  decrease  in  costs  incurred  for  vendor
services.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling,  general  and  administrative  (SG&A)  expenses  for the three
months ended  December  31, 2009  decreased  ($53,164)  to $319,764  compared to
$372,928 for the same prior period.  For the six months ended December 31, 2009,
SG&A  expenses  decreased by ($71,480) to $648,180  compared to $719,660 for the
same prior  period.  The overall  decrease in SG&A expenses was primarily due to
decreased  employee  expenses  caused by reduced  executive  bonus  compensation
combined  with an increased  recognition  of certain bad debt  allowance  due to
accounts receivable more than 90 days over due.

RESEARCH AND DEVELOPMENT

         Research and  development  expenses for the three months ended December
31,  2009  decreased  by  ($5,262) to $5,000 as compared to $10,262 for the same
prior  period.  For the six months ended  December  31,  2009,  the research and
development  expenses decreased ($16,877) to $10,000 compared to $26,877 for the
same prior  period.  The overall  decrease  was due to the  decrease in employee
expenses  caused by staff  reductions  allocated  for  product  development  and
improvement.

NET INCOME

         The  consolidated  net income for the three months  ended  December 31,
2009 was  $83,999  compared to $42,080  for the same prior  period.  For the six
months ended December 31, 2009, the consolidated net income was $98,046 compared
to $51,910 for the same prior period.  The consolidated net income for the three
and six months ended December 31, 2009 includes a non-cash  depreciation expense
of ($9,331)  and  ($18,663)  respectively  combined  with an increase to the tax
provision of $84,509 and $119,737 respectively.

                                      -13-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         The  Company had net  working  capital  (i.e.  the  difference  between
current  assets and current  liabilities)  of $1,319,651 at December 31, 2009 as
compared to a net working capital of $1,195,641 at June 30, 2009.

         Cash flow  provided by  operating  activities  was $215,803 for the six
months  ended  December  31, 2009 as  compared  to  $104,884  for the same prior
period.  The increase in cash flow of $110,919 provided by operating  activities
was primarily due to an increase in collection of accounts receivable.

         Cash flow used in investing activities was ($13,118) for the six months
ended  December 31, 2009 as compared to ($6,286) for the same prior period.  The
increase  in cash flow of $6,832  used in  investing  activities  was due to the
purchase of computer equipment and software.

         Cash flow used by financing activities was ($21,712) for the six months
ended December 31, 2009 as compared to ($85,579) for the same prior period.  The
decrease of ($63,867) in cash flow used by financing  activities  was due to the
retirement of notes payable and capital leases.

         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.

OFF-BALANCE SHEET ARRANGEMENTS

         None.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not Applicable.

                                      -14-
<PAGE>

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 in the reports that
it files under the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"), is recorded,  processed,  summarized and reported within the time periods
specified  in the rules and forms of the  Securities  and  Exchange  Commission.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that  information  required to be disclosed by an
issuer that it files under the Exchange Act is accumulated  and  communicated to
the issuer's management, including its principal executive officer and principal
financial  officers,  or persons  performing similar functions as appropriate to
allow timely decisions  regarding required  disclosure.  The Company's Chairman,
Chief Executive Officer,  and Acting Chief Financial Officer are responsible for
establishing and maintaining disclosure controls and procedures for the Company.

         Management has evaluated the effectiveness of the Company's  disclosure
controls and procedures as of December 31, 2009 (under the  supervision and with
the participation of the Company's Chairman, Chief Executive Officer, and Acting
Chief  Financial  Officer)  pursuant  to Rule  13a-15(e)  under  the  Securities
Exchange  Act of  1934,  as  amended.  As part of  such  evaluation,  management
considered  the  matters  discussed  below  relating to  internal  control  over
financial  reporting.  Based on this evaluation,  the Company's Chairman,  Chief
Executive  Officer,  and Acting Chief Financial  Officer have concluded that the
Company's  disclosure  controls and  procedures are effective as of December 31,
2009.

INTERNAL CONTROL OVER FINANCIAL REPORTING

         The  Company's   management  is  responsible   for   establishing   and
maintaining adequate internal control over financial  reporting,  (as defined in
Rule  13a-15(f)  under  the  Securities  Exchange  Act of 1934).  The  Company's
internal  control  over  financial  reporting  is a process  designed to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of  financial   statements  for  external  purposes  of  accounting
principles  generally  accepted in the United  States.  Because of its  inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements.  Therefore,  even those  systems  determined  to be effective can
provide  only  reasonable  assurance  of  achieving  their  control  objectives.
Furthermore,  projections of any evaluation of  effectiveness  to future periods
are subject to the risk that  controls  may become  inadequate  due to change in
conditions,  or the degree of  compliance  with the policies or  procedures  may
deteriorate.  After  evaluating the Company's  internal  controls over financial
reporting,  the Company's  Chairman,  Chief Executive Officer,  and Acting Chief
Financial  Officer have  concluded  that the internal  controls  over  financial
reporting are effective as of December 31, 2009.

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


                                      -15-

<PAGE>
PART II.  - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         There are no current legal proceedings as of this time.

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

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

         None.

ITEM  3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.

ITEM  5.  OTHER INFORMATION

         None.


                                      -16-
<PAGE>
<TABLE>
<CAPTION>


ITEM  6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits
<S>                  <C>
---------------- -- --------------------------------------------------------------------------------------------------
  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                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 8-K filed with the  Securities
                  and Exchange Commission, dated May 30, 2003.

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

(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)      None

                                      -17-
<PAGE>

                                   SIGNATURES

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


Dated: February 18, 2010                         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 18, 2010
---------------------------------------------------
Louie Ucciferri, Corporate Secretary,
Acting Chief Financial Officer
(Principal Financial / Accounting Officer)







 By: \s\Harinder Dhillon                                Dated: February 18, 2010
---------------------------------------------------
Harinder Dhillon, Chief Executive Officer and
President (Principal Executive Officer)








                                      -18-