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 7, 2007
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
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(Commission File Number) (I.R.S. Employer
Identification No.)
50 Castilian Dr. Suite 101, Santa Barbara, California 93117
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 683-7626
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(Former name, former address and former fiscal year,
if changed since last report)
Total number of pages in this document: 8
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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 CFR240.13e-4(c))
TABLE OF CONTENTS
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS..............................1
Item 1.02 Termination of a Material Definitive Agreement.............1
SECTION 2. FINANCIAL INFORMATION.............................................1
SECTION 3. SECURITIES AND TRADING MARKETS....................................1
SECTION 4. MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL
STATEMENTS....................................................1
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT...............................2
SECTION 6. ASSET BACKED SECURITIES...........................................2
SECTION 7. REGULATION FD.....................................................2
SECTION 8. OTHER EVENTS......................................................2
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS ................................2
SIGNATURES.....................................................................3
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.02 Termination of a Material Definitive Agreement.
Effective as of April 2, 2007, Warp 9, Inc. (the "Company") terminated
its Exclusive Technology License Agreement (the "License Agreement") with
Zingerang, Inc., a Nevada corporation ("Zingerang") pursuant to which the
Company had previously granted an exclusive (including to the exclusion of the
Company), worldwide, sub-licensable, transferable, royalty-bearing right and
license to make, have made, import, use, offer for sale, sell, reproduce,
distribute, display, perform or otherwise exploit the Company's Roaming
Messenger(R) technology, Roaming Messenger(R) and eCapsule(R) trademarks, and
patent application numbers 20060165030, 20060123396, and 20030110097
(collectively, the "Roaming Messenger Technology") for a period of ten years.
Pursuant to the Termination and Assignment between the Company and Zingerang, a
copy of which is attached to this Report as Exhibit 99.1, Zingerang assigned
back to the Company all of the Roaming Messenger Technology in consideration for
the Company waiving payment of a $50,000 licensing fee owed by Zingerang to the
Company. Zingerang assigned all of its right, title and interest in and to the
Roaming Messenger Technology back to the Company, including all copy rights and
patent rights throughout the world. The Company accepted the assignment and has
not yet decided on its business plan for the Roaming Messenger Technology now
owned by it.
In April 2007, the Company agreed to sell back to Zingerang 35,000,000
of the 40,000,000 shares of the common stock of Zingerang owned by it for a sale
price of $0.00025 per share, representing a total sale price of $8,750. Pursuant
to its original stock purchase agreement with Zingerang, the Company agreed that
it would not sell or offer to sell any unregistered shares of Zingerang's common
stock until a date two (2) years after a Registration Statement on Form SB-2 is
filed by Zingerang and declared effective by the Securities and Exchange
Commission (the "Lock-up Term"). Upon the expiration of the Lock-up Term, the
Company will be entitled to piggyback registration rights.
SECTION 2. FINANCIAL INFORMATION
Not Applicable.
SECTION 3. SECURITIES AND TRADING MARKETS
Not Applicable.
SECTION 4. MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Not Applicable.
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SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
Not Applicable.
SECTION 6. ASSET BACKED SECURITIES
Not Applicable.
SECTION 7. REGULATION FD DISCLOSURE
Not Applicable.
SECTION 8. OTHER EVENTS
Not Applicable.
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
(a)......Financial Statements of Business Acquired
Not Applicable.
(b)......Pro Forma Financial Information
Not Applicable.
(c)......Exhibits
99.1 Termination and Assignment by and between Zingerang,
Inc. and Warp 9,Inc., effective as of April 2, 2007.
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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.
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(Registrant)
Date: May 7, 2007
\s\ Louie Ucciferri
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Louie Ucciferri, Chairman
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