SCHEDULE 14C INFORMATION

               Information Statement Pursuant to Section 14(c) of
                       the Securities Exchange Act of 1934

Check the appropriate box:

    /_/     Preliminary Information Statement

    /_/     Confidential, for Use of the Commission Only
            (as permitted by Rule 14c-5(d)(2))

    /X/     Definitive Information Statement

                                  WARP 9, INC.
          -------------------------------------------------------------
                (Name of Registrant As Specified In Its Charter)


Payment of Filing Fee (Check the appropriate box):

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    /_/     Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11

                  (1)      Title   of  each   class  of   securities   to  which
                           transaction applies:

                  (2)      Aggregate  number of securities to which  transaction
                           applies:

                  (3)      Per  unit   price  or  other   underlying   value  of
                           transaction  computed  pursuant to Exchange  Act Rule
                           0-11 (set forth the amount on which the filing fee is
                           calculated and state how it was determined):

                  (4)      Proposed maximum aggregate value of transaction:

                  (5)      Total fee paid:

    /_/     Fee paid previously with preliminary materials.

    /_/     Check box if any part of the fee is offset as  provided  by Exchange
            Act Rule 0-11(a)(2) and identify the filing for which the offsetting
            fee  was  paid   previously.   Identify  the   previous   filing  by
            registration  statement number, or the Form or Schedule and the date
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                                  WARP 9, INC.
                        6500 HOLLISTER AVENUE, SUITE 120
                         SANTA BARBARA, CALIFORNIA 93117

                         NOTICE OF ACTION TO BE TAKEN BY
                                THE SHAREHOLDERS

                                  JUNE 7, 2011


To The Shareholders of Warp 9, Inc.

         William  E.  Beifuss,   Jr.,   Jonathan  Lei,  and  Wings  Fund,   Inc.
(collectively,  the "Majority  Shareholders") are entitled to vote of a total of
261,012,292  shares or  approximately  54.3% of the total issued and outstanding
stock of Warp 9, Inc.,  a Nevada  corporation.  The Majority  Shareholders  have
adopted a  resolution  by written  consent in lieu of a meeting  pursuant to the
General Corporation Law of the State of Nevada in order to effect a one-for-five
reverse  stock split of all issued and  outstanding  common  stock of Warp 9 for
shareholders of record.




         William E. Beifuss, Jr., Chief Executive Officer and President

                                   -----------

             WE ARE NOT ASKING YOU FOR A CONSENT OR A PROXY AND YOU
                      ARE REQUESTED NOT TO SEND US A PROXY.

                                   -----------





                                  WARP 9, INC.
                        6500 HOLLISTER AVENUE, SUITE 120
                         SANTA BARBARA, CALIFORNIA 93117


                                  JUNE 7, 2011

                               SHAREHOLDERS ACTION



         The Majority  Shareholders  submitted their consents to the shareholder
resolutions described in this Information Statement on or about April 7, 2011 to
be effective  upon  satisfaction  by Warp 9, Inc. of all  applicable  filing and
notification requirements of the Securities and Exchange Commission. As of April
7, 2011, the Majority  Shareholders were entitled to vote of record  261,012,292
shares of Warp 9's common stock,  par value $0.001 per share,  or  approximately
54.3%  of the  total  issued  and  outstanding  common  stock  of  Warp  9.  The
outstanding  shares of common stock are held by approximately  311 shareholders,
not including shares of common stock held in "street name" in brokerage accounts
which is unknown.

         The  Majority  Shareholders  consist of William E.  Beifuss,  Jr.,  the
Chairman,  Chief Executive Officer, and President,  of Warp 9, Jonathan Lei, the
former  Chairman,  Chief Executive  Officer,  and President of Warp 9, and Wings
Fund, Inc.

         Holders of the common  stock of record as of June 7, 2011 are  entitled
to  submit  their  consent  to the  shareholder  resolutions  described  in this
Information  Statement,  although no shareholder consents other than that of the
Majority  Shareholders  are required to be submitted in order for the resolution
to be adopted.

         Warp 9 is not soliciting  consents or proxies and shareholders  have no
obligation to submit either of them. Whether or not shareholders submit consents
should not affect their rights as  shareholders or the prospects of the proposed
shareholder resolutions being adopted. The Majority Shareholders will consent to
the entire  shareholder  resolutions  described in this  Information  Statement.
Other  shareholders  who desire to submit their  consents must do so by June 27,
2011 and once  submitted  will not be  revocable.  The  affirmative  vote of the
holders of a majority of the  outstanding  common stock of Warp 9 is required to
adopt the resolutions described in this Information  Statement.  Nevada law does
not  require  that the  proposed  transactions  be approved by a majority of the
disinterested  shareholders.  A total of 480,675,630 shares of common stock will
be  entitled  to  vote on  Warp  9's  proposed  transactions  described  in this
Information Statement.


         WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE  REQUESTED NOT TO SEND US
A PROXY.


                                      -1-


                        THE COMPANY AND THE TRANSACTIONS


PROPOSED SHAREHOLDER ACTION

         Warp 9, Inc. has its executive offices at 6500 Hollister Avenue,  Suite
120,  Santa  Barbara,  California  93117,  and its  telephone  number  is  (805)
964-3313.  As described in the accompanying  NOTICE OF ACTION TO BE TAKEN BY THE
SHAREHOLDERS,  Warp 9  proposes  to amend its  Articles  of  Incorporation  (the
"Certificate  of  Amendment")  in order to effect a  one-for-five  reverse stock
split of all issued and outstanding  common stock of Warp 9 for  shareholders of
record on the date the  Certificate  of  Amendment is  recorded.  No  fractional
shares will be issued.  If the reverse  stock split would result in the issuance
of a fractional share to any  shareholder,  the number of shares issuable to the
shareholder  will be rounded down to the next lower whole number of shares.  The
authorized  capital  stock of Warp 9 consists  of  495,000,000  shares of common
stock, par value $0.001 per share, of which approximately 96,135,126 shares will
be issued and outstanding after the reverse stock split becomes  effective,  and
5,000,000 shares of preferred  stock, par value $0.001 per share,  none of which
are issued or outstanding.  Warp 9's shareholders do not have dissenter's rights
with respect to the reverse stock split.

         The Board of Directors  of Warp 9 voted  unanimously  to implement  the
Certificate of Amendment because the Board of Directors  believes that effecting
a one-for-five reverse stock split of all issued and outstanding common stock of
Warp will allow  Warp 9 to raise the  capital  necessary  for Warp 9 to grow its
business or to acquire other businesses in the future,  which may require Warp 9
to issue a significant  number of additional  shares of its common stock. Warp 9
has not currently identified any acquisition candidates.

         Warp 9 is not expected to  experience a material tax  consequence  as a
result of the  Certificate of Amendment.  Effecting the reverse stock split may,
however,  subject Warp 9's  existing  shareholders  to future  dilution of their
ownership and voting power in Warp 9 because more  authorized but unissued stock
will be available to Warp 9.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth the names of Warp 9's executive officers
and directors and all persons known by Warp 9 to beneficially  own 5% or more of
the issued and outstanding  common stock of Warp 9 at April 7, 2011.  Beneficial
ownership is  determined  in  accordance  with the rules of the  Securities  and
Exchange  Commission.  In computing the number of shares beneficially owned by a
person and the  percentage  of ownership of that person,  shares of common stock
subject to options held by that person that are currently  exercisable or become
exercisable  within 60 days of Warp 9 are deemed  outstanding  even if they have
not actually been exercised.  Those shares,  however, are not deemed outstanding
for the purpose of computing the percentage  ownership of any other person.  The
percentage   ownership  of  each  beneficial   owner  is  based  on  480,675,630
outstanding  shares of common  stock.  Except as  otherwise  listed  below,  the
address of each person is c/o Warp 9, Inc.,  6500 Hollister  Avenue,  Suite 120,
Santa Barbara,  California 93117. Except as indicated,  each person listed below
has sole  voting  and  investment  power  with  respect  to the shares set forth
opposite such person's name.


                                      -2-





         NAME, TITLE AND ADDRESS              NUMBER OF SHARES BENEFICIALLY       PERCENTAGE OWNERSHIP
                                                         OWNED (1)
-------------------------------------------   -----------------------------       --------------------
                                                                            
William E. Beifuss, Chairman of the
   Board, Interim Chief Executive
   Officer, and Interim President                       17,024,314                       3.54%

Louie Ucciferri, Acting Chief Financial
   Officer and Corporate Secretary(2)                    5,500,000                       1.14%

John C. Beifuss, Director                                5,000,000                       1.04%

All Current Executive Officers as a Group               22,524,314                       4.66%

All Current Directors who are not
Executive Officers as a Group                            5,000,000                       1.04%

Wings Fund, Inc.
5662 Calle Real #115
Santa Barbara, California 93117                        157,018,453                      32.67%

Jonathan Lei
7127 Hollister Avenue, #25A
Santa Barbara, California 93117                         86,969,525                      18.09%
-----------------------------
(1)  Except as pursuant to applicable community property laws, the persons named
     in the table have sole  voting  and  investment  power with  respect to all
     shares of common stock beneficially owned.

(2)  Includes  2,500,000 shares which may be purchased pursuant to stock options
     that are exercisable within 60 days of April 7, 2011.


ADDITIONAL INFORMATION

         Additional  information  regarding  Warp 9, its  business,  its capital
stock,  and its  financial  condition  are included in Warp 9's Form 10-K annual
report and its Form 10-Q quarterly reports. Copies of Warp 9's Form 10-K for its
fiscal year ending June 30, 2010, as well as Warp 9's Form 10-Q for the quarters
ending  September 30, 2010,  December 31, 2010 and March 31, 2011, are available
upon request to: William E. Beifuss, Jr., Chief Executive Officer and President,
Warp 9, Inc., 6500 Hollister Avenue, Suite 120, Santa Barbara, California 93117.


                                  OTHER MATTERS

         The Board of  Directors  of Warp 9 is not aware that any  matter  other
than those  described in this  Information  Statement is to be presented for the
consent of the shareholders.



                                      -3-


         UPON WRITTEN  REQUEST BY ANY  SHAREHOLDER  TO WILLIAM E. BEIFUSS,  JR.,
CHIEF EXECUTIVE OFFICER OF THE COMPANY,  AT WARP 9, INC., 6500 HOLLISTER AVENUE,
SUITE 120, SANTA BARBARA,  CALIFORNIA 93117, TELEPHONE (805) 964-3313. A COPY OF
WARP 9'S ANNUAL REPORT ON FORM 10-K WILL BE PROVIDED WITHOUT CHARGE.












































                                      -4-





                                    EXHIBIT A
                     AMENDMENT TO ARTICLES OF INCORPORATION