UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Warp 9, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
934639 10-10
(CUSIP Number)
William E. Beifuss, Jr.
6500 Hollister Avenue, Suite 120, Santa Barbara, California 93117
(805) 426-1241
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 6, 2011
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
SCHEDULE 13D
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Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON:
Wings Fund, Inc., a Nevada corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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Number of 7 SOLE VOTING POWER
Shares 157,018,453
Beneficially ------------------------------------------------
owned by 8 SHARED VOTING POWER
Each 0
Reporting ------------------------------------------------
Person 9 SOLE DISPOSITIVE POWER
with 157,018,453
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,018,453 shares of common stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.67% Common Stock
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14 TYPE OF REPORTING PERSON CO
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Page 3 of 5 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of common stock,
$0.001 par value, of Warp 9, Inc., a Nevada corporation. The address of the
principal executive offices of Warp 9 is 6500 Hollister Avenue, Suite 120, Santa
Barbara, California 93117.
ITEM 2. IDENTITY AND BACKGROUND.
This statement on Schedule 13D is being filed on behalf of Wings Fund,
Inc., a Nevada corporation. The address of the principal executive offices of
Wings Fund is 5662 Calle Real #115, Santa Barbara, California 93117.
Wings Fund has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Wings Fund has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Wings Fund acquired 140,095,815 shares on April 6, 2011 as part of the
consideration received by Wings Fund for its investment of $84,057.11 in Warp 9.
Wings Fund will also receive warrants to purchase up to 28,019,037 shares of
Warp 9's common stock (post-reverse split) in consideration for its investment.
The warrants will be issued to Wings Fund no later than 15 business days
following the date on which Warp 9's planned one-for-five reverse stock-split of
its common stock is effected. The warrants will be exercisable for a period of
five years from the date of issuance at an exercise price of $0.003 per share.
ITEM 4. PURPOSE OF TRANSACTION.
Wings Fund acquired the shares of common stock of Warp 9 as
consideration for its investment of $84,057.11 in Warp 9.
A condition of the investment was Warp 9's covenant to proceed with a
one-for-five reverse split of its outstanding common stock. Other than the
reverse stock split, the procedure for which has commenced, Wings Fund does not
currently have any plans or proposals, either individually or collectively with
another person, which relate to or would result in:
(a) The acquisition by any person of additional securities of Warp 9 or
the disposition of securities of Warp 9.
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Warp 9 or any of its subsidiaries.
(c) A sale or transfer of a material amount of assets of Warp 9 or any
of its subsidiaries.
(d) Any change in the present board of directors or management of Warp
9, including any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board, other than as mutually agreed by
Wings Fund and Warp 9.
(e) Any material change in the present capitalization or dividend
policy of Warp 9.
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Page 4 of 5 Pages
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(f) Any other material change in Warp 9's business or corporate
structure.
(g) Changes in Warp 9's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of Warp 9
by any person.
(h) Causing a class of securities of Warp 9 to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer system of a registered national securities association.
(i) A class of equity securities of Warp 9 becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act.
(j) Any action similar to any of those enumerated above in (a) through
(i).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The percentages of outstanding shares of Warp 9 common stock reported
below are based on the statement that as of April 7, 2011 there were 480,675,630
shares of Warp 9 common stock outstanding.
(a) Wings Fund beneficially owns or may be deemed to beneficially own
shares of Warp 9 common stock as follows:
No. of Shares % of Class
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Common Shares 157,018,453 32.67%
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157,018,453 32.67%
(b) For information regarding the number of shares of Warp 9 common
stock as to which Wings Fund holds or may be deemed to hold, reference is made
to items (7) - (12) of the cover page for this statement on Schedule 13D.
(c) Other than as set forth herein, there have been no transactions in
shares of Warp 9 common stock effected by Wings Fund during the past 60 days.
(d) No person other than Wings Fund has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Warp 9 common stock reported as being beneficially owned (or which
may be deemed to be beneficially owned) by Wings Fund.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Wings Fund has no contracts, arrangements, understandings or
relationships (legal or otherwise) with other persons with respect to the
securities of Warp 9, other than as described in this statement on Schedule 13D.
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Page 5 of 5 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 8, 2011
/s/ James L. Bartlett
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James L. Bartlett, Chief Financial Officer