10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

AMENDMENT No. 1

(Mark One)

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

For Quarterly Period September 30, 2011

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 incorporation or organization)	(I.R.S. Employer Identification No.)
6500 Hollister Avenue, Suite 120, 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [_X_] No [__]

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 (Do not check if a smaller reporting company)	[___]	Smaller reporting company	[_X_]

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  November 9 , 2011, the number of shares outstanding of the registrant’s class of common stock was96,135,126.

1

Explanatory Note

Warp 9, Inc. (the “Company” is filing this Amendment No. 1 on Form 10-Q/A (the Amendment”) to the Company’s quarterly report on Form 10-Q for the period ended September 30, 2011 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 14, 2011 (the “Original Filing Date”), solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule-405 of Regulation S-T.  Exhibit 101 requires the Company’s Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for the purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Item  6.  EXHIBITS

(a)           Exhibits

EXHIBIT NO.	DESCRIPTION
31.1*	Section 302 Certification
31.2*	Section 302 Certification
32.1*	Section 906 Certification
32.2*	Section 906 Certification
EX-101.INS**	XBRL INSTANCE DOCUMENT
EX-101.SCH**	XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CAL**	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEF**	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
EX-101.LAB**	XBRL TAXONOMY EXTENSION LABELS LINKBASE
EX-101.PRE**	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

* Previously included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 filed with the SEC on November 14, 2011

** Filed herewith.

2

SIGNATURES

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.

Dated: December 14, 2011	WARP 9, INC.
	(Registrant)
	By:	/s/ William E. Beifuss
		William E. Beifuss, Chief Executive Officer and President

3

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CAPITAL STOCK

12 Months Ended

Jun. 30, 2011

CAPITAL STOCK

Note 3.   CAPITAL STOCK

At September 30, 2011 and 2010, 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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Jun. 30, 2011

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 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.

Accounts Receivable

The Company extends credit to its customers, who are located primarily in California. Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers’ financial condition. Management reviews accounts receivable on a regular  basis,  based on contracted  terms and how recently  payments have been  received  to  determine  if any  such  amounts  will  potentially  be uncollected.  The Company includes any balances that are determined to be uncollectible in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off. The balance of the allowance account at September 30, 2011 and June 30, 2011 are $11,002 and $11,408, respectively.

Revenue Recognition

The Company recognizes income when the service is provided or when product is delivered. We present revenue, net of customer incentives.  Most of the income is generated from monthly fees from clients who subscribe to the Company’s fully hosted web based e-commerce products on terms averaging twelve months. Unless terminated accordingly with prior written notice, the agreements automatically renew for another term.

We provide online marketing services that we purchase from third parties.  The gross revenue presented in our statement of operations is in accordance with ASC 605-45.

We also offer professional services such as development services.  The fees for development services with multiple deliverables constitute a separate unit of accounting in accordance with ASC 605-25, which are recognized as the work is performed.

Upfront fees for development services or other customer services are deferred until certain implementation or contractual milestones have been achieved.   The deferred revenue as of September 30, 2011 and June 30, 2011 was $39,603 and $32,010, respectively.

For the quarter ended, September 30, 2011, monthly fee from web products and associated service fees account for 70% of the Company’s total revenues, professional services account for 13% and the remaining 17% of total revenues are from resale of third party products and services.

For the quarter ended, September 30, 2010, monthly fee from web products and associated service fees account for 76% of the Company’s total revenues, professional services account for 10% and the remaining 14% of total revenues are from resale of third party products and services

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 three months ended September 30, 2011, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of September 30, 2011 based on the grant date fair value estimated.   Stock-based compensation expense recognized in the statement of income for the three months ended September 30, 2011 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 three months ended September 30, 2011 and 2010 are $48 and $139 respectively.

Recently Issued Accounting Pronouncements

        Management reviewed accounting pronouncements issued during the three months ended September 30, 2011, and no pronouncements were adopted during the period.

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CONSOLIDATED BALANCE SHEET (Unaudited) (USD $)	Sep. 30, 2011	Jun. 30, 2011
CURRENT ASSETS
Cash	$ 369,563	$ 575,398
Accounts Receivable, net	87,687	68,269
Prepaid and Other Current Assets	28,059	25,388
TOTAL CURRENT ASSETS	485,309	669,055
PROPERTY & EQUIPMENT, at cost
Furniture, Fixtures & Equipment	89,485	89,485
Computer Equipment	640,686	632,793
Computer Software	20,972	20,972
Leasehold Improvements	18,696	18,696
Total PROPERTY & EQUIPMENT, at cost	769,839	761,946
Less accumulated depreciation	(687,250)	(681,131)
NET PROPERTY AND EQUIPMENT	82,589	80,815
OTHER ASSETS
Lease Deposit	8,244	8,244
Internet Domain, net	1,453	1,513
Licensing fees	26,000	29,000
TOTAL OTHER ASSETS	35,697	38,757
TOTAL ASSETS	603,595	788,627
CURRENT LIABILITIES
Accounts Payable	45,144	71,248
Accrued Expenses	88,287	92,845
Deferred Income	39,603	32,010
Deferred Operating Lease Liability	4,521	4,045
Note Payable	39,839	37,867
Customer Deposit	21,361	27,873
TOTAL CURRENT LIABILITIES	238,755	265,888
LONG TERM LIABILITIES
Note payable	0	1,971
TOTAL LONG TERM LIABILITIES	0	1,971
TOTAL LIABILITIES	238,755	267,859
Common stock issued for cash	96,135	96,135
Additional Paid In Capital	7,299,953	7,299,905
Accumulated Deficit	(7,031,248)	(6,875,272)
TOTAL SHAREHOLDERS’ EQUITY	364,840	520,768
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 603,595	$ 788,627

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Statement of Cash Flows (USD $)	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (155,976)	$ (80,297)
Adjustment to reconcile net loss to net cash used by operating activities
Depreciation and amortization	6,179	6,725
Bad debt expense	(406)	(29,871)
Cost of stock compensation recognized	48	139
Contributed services	0	32,306
Change in assets and liabilities: (Increase) Decrease in:
Accounts receivable	(19,011)	(72,801)
Prepaid and other assets	(11,374)	1,558
Deferred tax asset	0	10,373
Other assets	3,000	8,205
Accounts payable	(26,104)	(26,302)
Accrued expenses	(4,558)	226
Deferred income	7,593	(10,334)
Other liabilities	(6,036)	1,554
NET CASH PROVIDED/(USED) IN OPERATING ACTIVITIES	(206,645)	(158,519)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(7,893)	0
NET CASH USED IN INVESTING ACTIVITIES	(7,893)	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on notes payable	0	(2,951)
NET CASH USED IN FINANCING ACTIVITIES	0	(2,951)
NET DECREASE IN CASH	(214,538)	(161,470)
CASH, BEGINNING OF PERIOD	575,398	733,737
CASH, END OF PERIOD	360,860	572,267
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	996	391
Taxes paid	$ 0	$ 0

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BASIS OF PRESENTATION

12 Months Ended

Jun. 30, 2011

BASIS OF PRESENTATION

Note 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 three months ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending June 30, 2012.  For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10K for the year ended June 30, 2011.

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CONSOLIDATED BALANCE SHEET (Unaudited) (Parenthetical) (USD $)	Sep. 30, 2011	Jun. 30, 2011
SHAREHOLDERS’ EQUITY
Common Stock, par value	$ 0.001	$ 0.001
Common Stock authorized shares	495,000,000	495,000,000
Common stock issued for cash (in shares)	96,135,126	96,135,126
Common Stock shares outstanding	96,135,126	96,135,126
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock authorized shares	5,000,000	5,000,000
Preferred Stock shares issued	0	0
Preferred Stock shares outstanding	0	0

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Document and Entity Information	12 Months Ended
	Jun. 30, 2011	Nov. 09, 2011
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	true
Document Period End Date	Sep. 30, 2011
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Entity Registrant Name	WARP 9, INC.
Entity Central Index Key	0000743758
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		96,135,126
Amendment Description	Warp 9, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the Amendment”) to the Company’s quarterly report on Form 10-Q for the period ended September 30, 2011 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 14, 2011 (the “Original Filing Date”), solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule-405 of Regulation S-T. Exhibit 101 requires the Company’s Form 10-Q formatted in XBRL (eXtensible Business Reporting Language). No other changes have been made to the Form 10-Q. This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q. Pursuant to rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for the purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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Statement of Operations (USD $)	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
REVENUE	$ 194,438	$ 246,592
COST OF SERVICES	22,769	19,226
GROSS PROFIT	171,669	227,366
OPERATING EXPENSES
Selling, general and administrative expenses	281,115	278,919
Research and development	39,036	19,044
Stock option expense	48	139
Depreciation and amortization	6,179	6,725
TOTAL OPERATING EXPENSES	326,378	304,827
LOSS FROM OPERATIONS BEFORE OTHER INCOME/(EXPENSES)	(154,709)	(77,461)
OTHER INCOME/(EXPENSE)
Interest income	0	7,636
Other income	7,740	1,000
Interest expense	(7,345)	(1,099)
TOTAL OTHER INCOME (EXPENSE)	395	7,537
LOSS FROM OPERATIONS BEFORE PROVISION FOR TAXES	(154,314)	(69,924)
PROVISION FOR INCOME (TAXES)/BENEFIT
Income taxes paid	(1,662)	0
Income tax (provision)/benefit	0	(10,373)
PROVISION FOR INCOME (TAXES)/BENEFIT	(1,662)	(10,373)
NET LOSS	$ (155,976)	$ (80,297)
BASIC AND DILUTED EARNINGS PER SHARE	$ 0.00	$ 0.00
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED	96,135,126	68,115,963

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SUBSEQUENT EVENTS

12 Months Ended

Jun. 30, 2011

SUBSEQUENT EVENTS

Note 5.   SUBSEQUENT EVENTS

        Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following:

        On October 12, 2011, the Company granted 3,000,000 employee qualified (incentive) stock options, and 500,000 non-qualified stock options at an strike price of $0.004. The options vest 1/48th monthly and expire October 12, 2021.

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Statement of Changes in Stockholders’ Equity (USD $)	Total	Common Stock	AdditionalPaid-in Capital	Accumulated Deficit
Net loss at Jun. 30, 2010	$ (2,417,351)			$ (2,417,351)
Balance at Jun. 30, 2010	2,789,183	68,116	7,178,988	(4,457,921)
Common stock issued for cash	96,135
Common stock issued for cash (in shares)	96,135,126
Stock compensation expense (unaudited)	297		297
Stock issuance cost	(32)		(32)
Balance (unaudited) at Jun. 30, 2011	520,768	96,135	7,299,905	(6,875,272)
Net loss (unaudited) at Jun. 30, 2011	(2,417,351)			(2,417,351)
Balance (unaudited) (in shares) at Jun. 30, 2011		96,135,126
Common stock issued for cash	96,135
Common stock issued for cash (in shares)	96,135,126
Stock compensation expense (unaudited)	48		48
Balance (unaudited) at Sep. 30, 2011	364,840	96,135	7,299,953	(7,031,248)
Net loss (unaudited) at Sep. 30, 2011	$ (155,976)			$ (155,976)
Balance (unaudited) (in shares) at Sep. 30, 2011		96,135,126

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STOCK OPTIONS AND WARRANTS

12 Months Ended

Jun. 30, 2011

STOCK OPTIONS AND WARRANTS

Note 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

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.

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

	9/30/2011
			Weighted
			average
			exercise
	Options		price
Outstanding -beginning of period		608,000	$	0.06
Granted		-		-
Exercised		-		-
Forfeited		-		-
Outstanding - end of period		608,000	$	0.06
Exercisable at the end of period		598,038	$	0.06
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 tradedoptions, which do not have vesting restrictions and are fully transferable. In addition, optionvaluation 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.

The weighted average remaining contractual life of options outstanding issued under the plan as of September 30, 2011 was as follows:

				Weighted
				Average
		Number of		remaining
Exercise		options		contractual
prices		outstanding		life (years)
$	0.050		500,000		0.04
$	0.400		10,000		0.25
$	0.350		20,000		2.25
$	0.050		50,000		3.07
$	0.040		20,000		6.59
$	0.050		8,000		6.83
			608,000