8-K

                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): May 16, 2013


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



                                     NEVADA
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                 (State or other jurisdiction of incorporation)



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


       6500 HOLLISTER AVENUE, SUITE 120, SANTA BARBARA, CALIFORNIA 93117
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               (Address of principal executive offices) (Zip Code)

                                 (805) 964-3313
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              (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 8. OTHER EVENTS
-----------------------

         ITEM 8.01. OTHER EVENTS

         On May 16,  2013,  Warp9 Inc.,  a Nevada  corporation  (the  "Company")
entered  into a  convertible  promissory  note  (the  "Note")  in  the  original
principal  amount of $100,000 with Wings Fund,  Inc., a Nevada  corporation  and
affiliate of the Company  (the  "Lender"),  $10,000 of which was  advanced  upon
execution of the Note and the remaining  $90,000 of which may be advanced by the
Lender in such amounts as the Lender may choose in its sole discretion. The note
bears simple  interest at an annual rate of ten percent (10%) with all principal
and accrued interest payable on or before May 16, 2014,  unless sooner converted
into common  stock.  The  conversion  price is the lesser of $0.015 per share of
common  stock or fifty  percent  (50%) of the lowest trade price of common stock
recorded on any trade day after May 16, 2013.


SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
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(a)      Exhibits

         99.1     Convertible Promissory Note, $100,000.


                                   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: May 20, 2013

                                    /s/  Andrew Van Noy
                                    -------------------------------
                                    Andrew Van Noy, Chief Executive
                                    Officer and President















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EX-99

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