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 March 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 of         (I.R.S. Employer Identification No.)
   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 May 11, 2009 the number of shares outstanding of the registrant's class of
common stock was 340,579,815.
<PAGE>
<TABLE>
<CAPTION>

                                                   TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                                                                      PAGE
                                                                                                              ------------------

<S>               <C>                                                                                                 <C>
Item 1.           Consolidated Financial Statements                                                                    2
                  Consolidated Balance Sheets as of  March 31, 2009 (unaudited) and June 30, 2008 (audited)            3
                  Consolidated Statements of Income for the Three and Nine Months ended March 31, 2009 and             4
                  March 31, 2008 (unaudited)
                  Consolidated Statement of Shareholders' Equity for the Nine Months ended March 31, 2009              5
                  (unaudited)
                  Consolidated Statements of Cash Flows for the Nine Months ended March 31, 2009 and March             6
                  31, 2008 (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>





<PAGE>


PART I. - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS













































                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                                             WARP 9, INC. AND SUBSIDIARY
                                             CONSOLIDATED BALANCE SHEETS
                                                                            March 31, 2009        June 30, 2008
                                                                         --------------------  --------------------
                                                                             (Unaudited)
                                                         ASSETS
CURRENT ASSETS
<S>                                                                      <C>                   <C>
     Cash                                                                $           724,510   $           680,649
     Accounts Receivable, net                                                        499,602               290,920
     Prepaid and Other Current Assets                                                 12,091                16,679
     Current Portion of Deferred Tax Asset                                           116,477                38,849
                                                                         --------------------  --------------------
        TOTAL CURRENT ASSETS                                                       1,352,680             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                                                  (605,358)             (555,947)
                                                                         --------------------  --------------------
       NET PROPERTY AND EQUIPMENT                                                     55,492                98,617
                                                                         --------------------  --------------------
OTHER ASSETS
     Lease Deposit                                                                     9,749                 9,749
     Restricted Cash                                                                  93,000                93,000
     Internet Domain, net                                                                934                 1,062
     Long Term Deferred Tax Asset                                                  1,790,359             2,029,859
                                                                         --------------------  --------------------
               TOTAL OTHER ASSETS                                                  1,894,042             2,133,670
                                                                         --------------------  --------------------
                 TOTAL ASSETS                                            $         3,302,214   $         3,259,384
                                                                         ====================  ====================

                                    LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts Payable                                                    $            55,544   $            64,799
     Credit Cards Payable                                                                 38                15,352
     Accrued Expenses                                                                 71,262                88,514
     Bank Line of Credit                                                               8,522                 7,916
     Deferred Income                                                                  10,667                35,333
     Note Payable, Other                                                              40,107                40,107
     Note Payable, Related Party                                                           -                50,481
     Customer Deposit                                                                 59,686                51,436
     Capitalized Leases, Current Portion                                              10,747                23,183
                                                                         --------------------  --------------------
        TOTAL CURRENT LIABILITIES                                                    256,573               377,121
                                                                         --------------------  --------------------
LONG TERM LIABILITIES
     Note payable, Other                                                              44,135                74,216
     Capitalized Leases                                                                1,200                 7,912
                                                                         --------------------  --------------------
        TOTAL  LONG TERM LIABILITIES                                                  45,335                82,128
                                                                         --------------------  --------------------
                TOTAL LIABILITIES                                                    301,908               459,249
                                                                         --------------------  --------------------
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                                                    6,894,847             6,886,682
     Accumulated Deficit                                                          (4,235,120)           (4,427,126)
                                                                         --------------------  --------------------
        TOTAL SHAREHOLDERS'  EQUITY                                                3,000,306             2,800,135
                                                                         --------------------  --------------------

                TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY               $         3,302,214   $         3,259,384
                                                                         ====================  ====================

               The accompanying notes are an integral part of these consolidated financial statements
</TABLE>
                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                                                  WARP 9, INC. AND SUBSIDIARY
                                               CONSOLIDATED STATEMENTS OF INCOME
                                                          (Unaudited)

                                                                   Three Months Ended               Nine Months Ended
                                                             -------------------------------  -------------------------------

                                                               3/31/2009        3/31/2008       3/31/2009       3/31/2008
                                                             ---------------  --------------  --------------- ---------------
<S>                                                          <C>              <C>             <C>             <C>
REVENUE                                                      $      485,088   $     580,477   $    1,573,112  $    1,834,143

COST OF SERVICES                                                     38,979          28,603          118,874         105,034
                                                             ---------------  --------------  --------------- ---------------

GROSS PROFIT                                                        446,109         551,874        1,454,238       1,729,109

OPERATING EXPENSES
  Selling, general and administrative expenses                      318,769         332,809        1,038,429       1,145,346
  Research and development                                            5,000          13,285           31,877          31,610
  Depreciation and amortization                                      16,513          21,474           49,539          63,519
                                                             ---------------  --------------  --------------- ---------------

        TOTAL OPERATING EXPENSES                                    340,282         367,568        1,119,845       1,240,475
                                                             ---------------  --------------  --------------- ---------------

INCOME FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)               105,827         184,306          334,393         488,634

OTHER INCOME/(EXPENSE)
   Interest income                                                    7,988          12,989           18,724          12,842
   Other income                                                      11,358           4,786           30,258          15,802
   Interest expense                                                    (768)        (62,972)         (14,678)       (195,563)
   Amortization of loan cost                                              -         (15,072)               -         (57,184)
   Stock option expense                                              (2,641)         (4,422)          (8,565)        (17,069)
                                                             ---------------  --------------  --------------- ---------------

        TOTAL OTHER INCOME (EXPENSE)                                 15,937         (64,691)          25,739        (241,172)
                                                             ---------------  --------------  --------------- ---------------

INCOME FROM OPERATIONS BEFORE PROVISION FOR TAXES                   121,764         119,615          360,132         247,462

PROVISION FOR INCOME (TAXES)/BENEFIT                                 18,332               -         (168,126)              -
                                                             ---------------  --------------  --------------- ---------------

NET INCOME                                                          140,096         119,615          192,006         247,462
                                                             ===============  ==============  =============== ===============


BASIC AND DILUTED INCOME/(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     243,092,689
                                                             ===============  ==============  =============== ===============

                    The accompanying notes are an integral part of these consolidated financial statements
</TABLE>




                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                                                  WARP 9, INC. AND SUBSIDIARY
                                         CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
                                                          (Unaudited)

                                                                                   Additional
                                                                      Common         Paid-in        Accumulated
                                                      Shares           Stock         Capital         Deficit         Total
                                                   -------------   -------------  -------------   -------------   ------------

<S>                                                 <C>            <C>            <C>             <C>             <C>
Balance, June 30, 2008                              340,579,815    $    340,579   $  6,886,682    $ (4,427,126)   $ 2,800,135

Stock issuance cost (unaudited)                               -               -           (400)              -           (400)

Stock compensation cost (unaudited)                           -               -          8,565               -          8,565

Net income for the nine months ended
 March 31, 2009 (unaudited)                                   -               -              -         192,006        192,006
                                                   -------------   -------------  -------------   -------------   ------------

Balance, March 31, 2009 (unaudited)                 340,579,815    $    340,579   $  6,894,847    $ (4,235,120)   $ 3,000,306
                                                   =============   =============  =============   =============   ============


                    The accompanying notes are an integral part of these consolidated financial statements
</TABLE>



































                                      -5-
<PAGE>
<TABLE>
<CAPTION>
                                                   WARP 9, INC. AND SUBSIDIARY
                                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                           (Unaudited)
                                                                                                     Nine Months Ended
                                                                                                  3/31/2009       3/31/2008
                                                                                                --------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                             <C>             <C>
        Net income                                                                              $   192,006     $    247,462
        Adjustment to reconcile net income to net cash
         provided in operating activities
        Depreciation and amortization                                                                49,539           63,519
        Conversion feature recorded as interest expense                                                   -           89,045
        Cost of stock options recognized                                                              8,565           17,069
        Amortization of loan costs                                                                        -           57,184
        Derivative expense                                                                                -           38,817
        Bad debt expense                                                                            (38,562)          15,308
         (Increase) Decrease in:
          Accounts receivable                                                                       (170,120)       (101,820)
          Prepaid and other assets                                                                     4,588          (4,417)
          Deferred tax benefit                                                                       161,872               -
         Increase (Decrease) in:
          Accounts payable                                                                           (24,569)          7,155
          Accrued expenses                                                                           (17,252)         47,216
          Deferred Income                                                                            (24,666)         71,667
          Other liabilities                                                                            8,250          15,036
                                                                                                --------------- ---------------

        NET CASH PROVIDED IN OPERATING ACTIVITIES                                                    149,651         563,241
                                                                                                --------------- ---------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
        Purchase of property and equipment                                                            (6,286)         (4,355)
                                                                                                --------------- ---------------
NET CASH USED IN INVESTING ACTIVITIES                                                                 (6,286)         (4,355)
                                                                                                --------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
        Payment on note payable                                                                      (50,481)         (9,000)
        Payments on notes payable, other                                                             (30,081)       (143,580)
        Payments on capitalized leases                                                               (19,148)        (23,385)
        Change in line of credit                                                                         606         (35,000)
        Stock issuance cost                                                                             (400)           (179)
                                                                                                --------------- ---------------

        NET CASH (USED) BY FINANCING ACTIVITIES                                                      (99,504)       (211,144)
                                                                                                --------------- ---------------

                NET INCREASE IN CASH                                                                  43,861         347,742


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

CASH, END OF PERIOD                                                                             $    724,510    $    779,583
                                                                                                =============== ===============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   Interest paid                                                                                $     14,678    $     10,745
                                                                                                =============== ===============
   Taxes paid                                                                                   $      6,254    $          -
                                                                                                =============== ===============
SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS
   During the nine months ended March 31, 2008,  the Company  issued  67,244,348
   shares  of  common  stock at a fair  value of  $425,674  for the  convertible
   debenture.

                     The accompanying notes are an integral part of these consolidated financial statements
</TABLE>


                                      -6-
<PAGE>
                           WARP 9, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                 MARCH 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 nine  month
     period ended March 31, 2009 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 nine months ended March 31, 2009
     reflect the impact of adopting FAS 123R.  In  accordance  with the modified
     prospective  method,  the financial  statements  for prior periods have not
     been restated to reflect, and do not include, the impact of FAS 123R.

     Stock-based  compensation  expense recognized during the period is based on
     the value of the portion of  stock-based  payment awards that is ultimately
     expected  to  vest.  Stock-based  compensation  expense  recognized  in the
     consolidated statement of operations during the nine months ended March 31,
     2009,  included  compensation  expense for the  stock-based  payment awards
     granted  prior to, but not yet  vested,  as of March 31,  2009 based on the
     grant date fair value estimated in accordance with the pro forma provisions
     of FAS 148, and  compensation  expense for the  stock-based  payment awards
     granted  subsequent  to March 31, 2009,  based on the grant date fair value
     estimated in accordance with FAS 123R. As stock-based  compensation expense
     recognized  in the  statement of income for the nine months ended March 31,
     2009 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 nine  months ended  March 31, 2009 and 2008 is $8,565
     and $17,069 respectively.

                                      -7-
<PAGE>



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



3.   CAPITAL STOCK

     During the nine months ended March 31, 2009,  the Company issued no shares.
     During the nine months ended March 31, 2008, the Company issued  67,244,348
     shares  of common  stock at prices  ranging  from of  $0.0023  per share to
     $0.0110  per  share for the  conversion  of the  debenture  with a value of
     $425,674.


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.







                                      -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,  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)      further dilution of existing  shareholders  ownership
                           in Company; and

                  (l)      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 NINE-MONTHS  ENDED MARCH 31, 2009
COMPARED TO THE THREE-MONTHS AND NINE-MONTHS ENDED MARCH 31, 2008

REVENUE

         Total revenue for the three-month period ended March 31, 2009 decreased
by  ($95,389)  to  $485,088  from  $580,477 in the prior  year,  representing  a
decrease of 16.4%. For the nine-month period ended March 31, 2009, total revenue
decreased by ($261,031) to $1,573,112  from $1,834,143 in the same period of the
prior year.  The  overall  decrease  in revenue  was  primarily  the result of a
decrease in  recurring  monthly  fees and  professional  services  booked in the
quarter as a result of the slowing economic environment.

COST OF REVENUE

         The cost of revenue  for the  three-month  period  ended March 31, 2009
increased  by  $10,376 to $38,979 as  compared  to $28,603  for the  three-month
period ended March 31, 2008, and for the nine-month period ended March 31, 2009,
cost of revenue  increased  by $13,840 to  $118,874  from  $105,034  in the same
period of the prior year. The overall increase was primarily due to the increase
in sales  commissions  and costs  incurred for vendor  obtained  services by the
Company.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling,  general  and  administrative  (SG&A)  expenses  decreased  by
($14,040)  during the three  months ended March 31, 2009 to $318,769 as compared
to $332,809 for the three-month  period ended March 31, 2008. For the nine-month
period  ending  March  31,  2009,  SG&A  expenses  decreased  by  ($106,917)  to
$1,038,429  from  $1,145,346  for the nine  months  ended  March 31,  2008.  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 ($8,285)  during the
three months ended March 31, 2009 to $5,000 as compared to $13,285 for the three
months ended March 31, 2008. In the nine-month period ending March 31, 2009, the
research and  development  expenses  increased by $267 to $31,877 as compared to
$31,610 for the nine months ended March 31, 2008.

DEPRECIATION AND AMORTIZATION

         Expenses related to depreciation and amortization  were $16,513 for the
three  months  ended March 31, 2009 as compared to $21,474 for the three  months
ended  March  31,  2008,  and for the nine  months  ended  March 31,  2009,  the
depreciation and amortization was $49,539 as compared to $63,519 during the same
period of the prior year.


                                      -12-
<PAGE>

OTHER INCOME AND EXPENSE

         Total other  income and expense  for the three  months  ended March 31,
2009 was $15,937 as compared to ($64,691) for the same period of the prior year,
and for the nine-month  period ending March 31, 2009, was $25,739 as compared to
($241,172) 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

         For the three months ended March 31, 2009, the  consolidated net income
rose to $140,096 as compared to the  consolidated net income of $119,605 for the
three  months  ended March 31, 2008.  The  increase in  consolidated  net income
includes a net increase of $18,332 due to tax loss carryforward adjustment.

         For the nine  months  ended March 31,  2009,  the  consolidated  income
before  taxes rose to $360,132 as compared to $247,462 for the nine months ended
March 31,  2008.  Inclusive  of a provision  for income tax of  ($168,126),  the
consolidated net income after taxes was $192,006 for the nine months ended March
31, 2009 as compared to $247,462 for the nine months  ended March 31, 2008.  The
over all increase in  consolidated  income for the nine months was primarily due
to the  elimination  of the Cornell  convertible  debenture  and a reduction  in
operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

         The  Company had cash at March 31, 2009 of $724,510 as compared to cash
of $779,583 as of March 31, 2008. The Company had net working  capital (i.e. the
difference  between  current  assets and current  liabilities)  of $1,096,107 at
March 31, 2009 as  compared  to a net  working  capital of $400,205 at March 31,
2008.

         Cash flow  provided by operating  activities  was $149,651 for the nine
months ended March 31, 2009 as compared to cash provided by operating activities
of $563,241 during the nine months ended March 31, 2008.

         Cash flow used in investing activities was ($6,286) for the nine months
ended  March 31,  2009 as  compared  to cash  used in  investing  activities  of
($4,355) during the nine months ended March 31, 2008.

         Cash flow  used by  financing  activities  was  ($99,504)  for the nine
months ended March 31, 2009 as compared to net cash used by financing activities
of ($211,144) for the nine months ended March 31, 2008.

         For the nine  months  ended  March 31,  2009,  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 March 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
disclosure controls and procedures are effective as of March 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.

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  pursued two accounts  receivable  lawsuits  against former
customers  to collect  past due amounts and other  fees.  The Company  collected
$32,500 from these activities. 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.
















                                      -15-
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

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

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

         (3)      Incorporated by reference from the exhibits  included with the
                  Company's  prior  Report  on  Form SC  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: May 15, 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: May 15, 2009
---------------------------------------------------
Louie Ucciferri, Corporate Secretary,
Acting Chief Financial Officer
(Principal Financial / Accounting Officer)







 By: \s\Harinder Dhillon                                   Dated: May 15, 2009
---------------------------------------------------
Harinder Dhillon, Chief Executive Officer and
President (Principal Executive Officer)

























                                      -17-