SICHENZIA ROSS FRIEDMAN FERENCE LLP
61 BROADWAY 32ND FLOOR NEW YORK NY 10006
TEL 212 930 9700 FAX 212 930 9725 WEB WWW. SRFF.COM
May 16, 2007
Securities and Exchange Commission 100 F Street, N.E.
Washington, D.C. 20549
Attention: H. Christopher Owings, Esq.
Mail Stop 3561
RE: WARP 9, INC. (THE "COMPANY")
POST-EFFECTIVE AMENDMENT NO.1 TO REGISTRATION STATEMENT ON FORM SB-2
FILED MARCH 13, 2007
FILE NO. 333-131326
FORM 10-KSB FOR FISCAL YEAR ENDED JUNE 30, 2006
FORMS 10-QSB FOR FISCAL QUARTERS ENDED SEPTEMBER 30, 2006 AND
DECEMBER 31, 2006
FILE NO. 0-13215
Dear Mr. Owings:
By letter dated April 11, 2007, the staff of the Securities and Exchange
Commission (the "Staff") issued comments on (i) the Company's Form 10-KSB for
Fiscal Year Ended June 30, 2006 (the "Form 10-KSB") that was filed initially on
October 13, 2006, and (ii) (a) the Company's Form 10-QSB for Fiscal Quarter
Ended September 30, 2006, that was filed initially on November 14, 2006, and (b)
the Company's Form 10-QSB for Fiscal Quarter Ended December 31, 2006 that was
filed initially on February 14, 2007 (each a "Form 10-QSB"), in connection with
the Staff's review of the Company's Post-Effective Amendment No. 1 to
Registration Statement on Form SB-2 filed March 13, 2007. Following are the
Company's responses to the Staff's comments. For ease of reference, each
response is preceded by the Staff's comment.
FORMS 10-KSB FOR FISCAL YEAR ENDED JUNE 30, 2006
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS PF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
1. IN A SEPARATELY CAPTIONED SECTION, PLEASE DISCLOSE IN FUTURE FILINGS
ANY OFF-BALANCE SHEET ARRANGEMENTS THAT HAVE OR ARE REASONABLY LIKELY
TO HAVE A CURRENT OR FUTURE EFFECT ON YOUR FINANCIAL CONDITION, CHANGES
IN FINANCIAL CONDITION, REVENUES OR EXPENSES, RESULTS OF OPERATIONS,
LIQUIDITY, CAPITAL EXPENDITURES OR CAPITAL RESOURCES. SEE ITEM
303(C)(I) OF REGULATION S-B. IF THERE ARE NONE, PLEASE STATE THIS IN
YOUR REVISED DISCLOSURE.
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The Company takes note of the Staff's comment and will disclose in future
filings any off-balance sheet arrangements in accordance with the Staff's
comment.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8K, PAGE 42
(A) EXHIBITS
EXHIBIT 32.1
2. WE NOTE THAT THE 906 CERTIFICATION FILED BY YOUR CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER IS NOT PROPERLY DATED, PLEASE AMEND FORM 10-KS B FOR THE
FISCAL YEAR ENDED JUNE 30, 2006 IN ITS ENTIRETY ALONG WITH NEW 302 AND 906
CERTIFICATIONS THAT HAVE A CURRENT DATE. WE ALSO NOTE THAT THE 906
CERTIFICATIONS FILED WITH FORMS 10-QSB FOR THE FIRST AND SECOND QUARTERS ENDED
SEPTEMBER 30, 2006 AND DECEMBER 31, 2006 ARE ALSO NOT PROPERLY DATED.
ACCORDINGLY, PLEASE ALSO AMEND BOTH FORMS L0-QSB TO CORRECT THIS OVERSIGHT AND
PROVIDE A CURRENT DATE ALSO FOR ALL 302 AND 906 CERTIFICATIONS FILED WITH THESE
AMENDED QUARTERLY REPORTS. PLEASE NOTE THAT IF TWO INDIVIDUALS HOLD THE TITLE OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER, YOU MUST FILE SEPARATE
EXHIBITS FOR EACH 302 AND EACH 906 CERTIFICATION. YOUR EXHIBITS SHOULD BE
LABELED AS FOLLOWS: EXHIBIT 31.1, 31.2 OR 32.1, 32.2 RATHER THAN FILING THE
CERTIFICATION FOR BOTH OFFICERS ON THE SAME EXHIBIT AS WAS DONE FOR THE BOTH
QUARTERLY FILINGS. YOU SHOULD ALSO ENSURE THAT THE TITLE FOR EACH OFFICER IS
PROVIDED BELOW THE SIGNATURE ON EACH CERTIFICATION.
The Company has amended the Form 10-KSB and each Form 10-QSB in accordance with
the Staff's comment. The Company filed the Amendment No. 1 to the Form 10-KSB
and the Amendment No. 1 to each Form 10-QSB on April 27, 2007.
Please contact the undersigned at 212-981-6766 with any questions or comments
you may have with respect to the foregoing.
Very truly yours,
/s/ Louis A. Brilleman
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