0001065949-11-000102.txt : 20110606 0001065949-11-000102.hdr.sgml : 20110606 20110606135213 ACCESSION NUMBER: 0001065949-11-000102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110603 ITEM INFORMATION: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics FILED AS OF DATE: 20110606 DATE AS OF CHANGE: 20110606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WARP 9, INC. CENTRAL INDEX KEY: 0000743758 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 300050402 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13215 FILM NUMBER: 11894802 BUSINESS ADDRESS: STREET 1: 6500 HOLLISTER AVENUE, SUITE 120 CITY: SANTA BARBARA STATE: CA ZIP: 93117 BUSINESS PHONE: 805-964-3313 MAIL ADDRESS: STREET 1: 6500 HOLLISTER AVENUE, SUITE 120 CITY: SANTA BARBARA STATE: CA ZIP: 93117 FORMER COMPANY: FORMER CONFORMED NAME: ROAMING MESSENGER INC DATE OF NAME CHANGE: 20020522 FORMER COMPANY: FORMER CONFORMED NAME: JNS MARKETING INC DATE OF NAME CHANGE: 19940610 8-K 1 w98kjune62011.txt 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): June 3, 2011 WARP 9, INC. ----------------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA -------------------------------------------- (State or other jurisdiction of incorporation) 0-13215 30-0050402 -------------------------------------------------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 6500 HOLLISTER AVENUE, SUITE 120, SANTA BARBARA, CALIFORNIA 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) 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 CFR240.14d-2(b)) [_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT ---------------------------------------------- Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. On June 3, 2011, the board of directors of Warp 9, Inc., a Nevada corporation, unanimously approved the adoption of a Code of Ethics for Senior Financial Officers. A copy of our Code of Ethics for Senior Financial Officers is attached to this Report on Form 8-K as an exhibit. See Section 9. Financial Statements, Pro Forma Financial Statements & Exhibits. SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS ---------------------------------------------------------------- (a) Financial Statements of Business Acquired Not Applicable. (b) Pro Forma Financial Information Not Applicable. (c) Shell Company Transactions Not Applicable. (d) Exhibits 14.1 Code of Ethics for Senior Financial Officers 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: June 6, 2011 /s/ William E. Beifuss, Jr. ------------------------------------------ William E. Beifuss, Jr., President -1- EX-14.1 2 w98kjune62011ex141.txt EXHIBIT A WARP 9, INC. CODE OF ETHICS WARP 9, INC. CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS Warp 9, Inc. (the "Corporation") believes that senior financial officers, including, but not limited to the Corporation's chief executive officer, principal financial officer, controller or principal accounting officer, and persons who perform similar functions (collectively, the "Senior Financial Officers"), hold an important and elevated role in corporate governance. The Corporation vests Senior Financial Officers with both the responsibility and authority to protect, balance, and preserve the interests of all persons involved with the Corporation, including but not limited to shareholders, customers, employees, and suppliers. Senior Financial Officers fulfill this responsibility by prescribing and enforcing the policies and procedures employed in the operation of the Corporation's finance department. The Corporation shall consistently enforce its Code of Ethics through appropriate means of discipline. Violations of the Code of Ethics shall promptly be reported to the Corporation's Audit Committee. Pursuant to procedures adopted by it, the Audit Committee shall determine whether violations of the Code of Ethics have occurred and, if so, shall determine the disciplinary measures to be taken against any Senior Financial Officer or member of the Corporation's finance department who has so violated this Code of Ethics. The disciplinary measures, which may be invoked at the discretion of the Audit Committee, include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment, and restitution. Persons subject to disciplinary measures shall include, in addition to the violator, others involved in the wrongdoing such as (i) persons who fail to use reasonable care to detect a violation, (ii) persons who if requested to divulge information withhold material information regarding a violation, and (iii) supervisors who approve or condone the violations or attempt to retaliate against employees or agents for reporting violations or violators. I. HONEST AND ETHICAL CONDUCT Senior Financial Officers will exhibit and promote the highest standards of honesty and ethical conduct through the establishment and operation of policies and procedures that: o Encourage and reward professional integrity in all aspects of the finance department, by eliminating inhibitions and barriers to responsible behavior, such as coercion, fear of reprisal, or alienation from the finance department or the Corporation itself. -1- o Prohibit and eliminate the appearance or occurrence of conflicts between what is in the best interest of the Corporation and what could result in material personal gain for a member of the finance department, including Senior Financial Officers. Such conflicts may include (i) employment by a competitor, or potential competitor, regardless of the nature of the employment, while employed by the Corporation, (ii) acceptance of gifts, payment, or services from those seeking to do business with the Corporation, (iii) placement of business with a firm owned or controlled by an officer, director or employee of the Corporation or his/her family, (iv) ownership of, or substantial interest in, a company that is a competitor, client or supplier of the Corporation, (v) acting as a consultant to a customer, client or supplier of the Corporation, or (vi) seeking the services or advice of an accountant or attorney who has provided services to the Corporation. Members of the finance department, including Senior Financial Officers, are under a continuing obligation to disclose any situation that presents the possibility of a conflict or disparity of interest between the member and the Corporation. Disclosure of any potential conflict is the key to remaining in full compliance with this Code of Ethics. o Provide a mechanism for members of the finance department to inform senior management promptly of deviations in practice from policies and procedures governing honest and ethical behavior. o Ensure that the Corporation's proprietary information not be disclosed to anyone without proper authorization. o Demonstrate their personal support for such policies and procedures through periodic communication reinforcing these ethical standards throughout the finance department. II. FINANCIAL RECORDS AND PERIODIC REPORTS Senior Financial Officers will establish and manage the Corporation's transaction and reporting systems and procedures to ensure that: o Business transactions are properly authorized and completely and accurately recorded on the Corporation's books and records in accordance with Generally Accepted Accounting Principles ("GAAP") and established Corporation financial policy. o The retention or proper disposal of Corporation records shall be in accordance with established industry financial policies and applicable legal and regulatory requirements. o Periodic financial communications and reports will be delivered in a manner that facilitates the highest degree of clarity of content and meaning so that readers and users will quickly and accurately determine their significance and consequence. -2- III. COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS Senior Financial Officers will establish and maintain mechanisms to: o Educate members of the finance department about any federal, state or local statute, regulation or administrative procedure that affects the operation of the finance department and the Corporation generally, including but not limited to prohibitions against insider trading. o Monitor the compliance of the finance department with any applicable federal, state or local statute, regulation or administrative rule. o Identify, report, and correct in a swift and certain manner any detected deviations from applicable federal, state or local statute or regulation. o Ensure that disclosure in documents filed with the Securities and Exchange Commission and in other public communications is full, fair, accurate, timely, and understandable. -3-