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. ------------------------------------ (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. 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 -------------------------------------------------------------------------------- (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. -1- 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 --------------------------- Harinder Dhillon, President -2-