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


                                    FORM 8-K


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported): September 30, 2009


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


                                     NEVADA
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                 (State or other jurisdiction of incorporation)

        0-13215                                         30-0050402
- ------------------------                    ------------------------------------
(Commission File Number)                    (I.R.S. Employee Identification No.)


          50 CASTILIAN DR., SUITE 101, SANTA BARBARA, CALIFORNIA 93117
          ------------------------------------------------------ -----
               (Address of principal executive offices) (Zip Code)

                 Registrant's telephone number: (805) 964-3313


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


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions.

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 240.14d-2(b)).

[_]  Soliciting  material  pursuant to Rule 14a-12  under  Exchange  Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))



SECTION 1.  REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.02     TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

         Effective June 25, 2009, Warp 9, Inc., a Nevada  corporation  ("Warp 9"
or the "Company") had entered into Exchange Agreements with HyperSolar,  Inc., a
Nevada  corporation  ("HyperSolar")  and the  four  shareholders  of  HyperSolar
pursuant  to  which  Warp 9 may  have  acquired  100% of the  total  issued  and
outstanding  capital stock of  HyperSolar.  Effective  September  30, 2009,  the
Exchange  Agreements  are  terminated  for all  intents  and  purposes,  and the
transactions contemplated by them will not close. Accordingly,  the Company will
not (a) acquire any of the stock or any ownership interest in HyperSolar,  Inc.,
(b) will  not  change  its  name to  HyperSolar,  Inc.,  (c)  will not  effect a
one-for-twelve reverse stock split of its outstanding common stock, (d) will not
hold a Special Meeting of the  Shareholders of the Company,  and (e) will not be
soliciting  proxies or the consent of its shareholders for any of those matters.
The Company has withdrawn its Preliminary Proxy Statement  previously filed with
the Securities and Exchange Commission and cancelled its planned Special Meeting
of the  Shareholders  for which the Preliminary  Proxy Statement was filed.  The
conditions for the closing of the contemplated  exchange  transactions  were not
satisfied.  All parties  elected not to waive the conditions and thereby elected
to permit the Exchange Agreements to terminate without a closing. The parties do
not intend to resume negotiations in the foreseeable future.


SECTION 9.  FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

None.





















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                                   SIGNATURES

         Pursuant to the requirements 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.



                                  WARP 9, INC.
                            -------------------------
                                  (Registrant)

Date: September 30, 2009

                                            /s/ Harinder Dhillon
                                            ---------------------------
                                            Harinder Dhillon, President





























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