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): January 31, 2009


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


                                     NEVADA
                             ----------------------
                 (State or other jurisdiction of incorporation)

       0-13215                                         30-0050402
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(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 5. CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS;  ELECTION OF DIRECTORS;
          APPOINTMENT OF PRINCIPAL OFFICERS.

         On January 31, 2009, Louie Ucciferri  resigned from the Company's Board
of  Directors  to  provide a vacancy  on the Board to  satisfy  the  independent
Director  requirement for the Audit Committee.  A copy of his resignation letter
is attached to this Report on Form 8-K as an Exhibit.

         The  Company  has not yet  selected a person to fill the vacancy on the
Board of Directors and on the Audit  Committee.  The Company will seek to find a
suitable candidate to fill the vacancy expeditiously.

         Mr.  Ucciferri  will  continue to serve as the  Company's  Acting Chief
Financial Officer.


























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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: February 3, 2009

                                            /s/ Harinder Dhillon
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                                            Harinder Dhillon, President



























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