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): June
10,
2008
Warp
9, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation)
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0-13215
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30-0050402
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(Commission
File Number)
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(I.R.S.
Employee
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Identification
No.)
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50
Castilian Dr., Suite 101, Santa Barbara,
California
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93117
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number: (805)
964-3313
(Former
name, former address and former fiscal year, if changed since last
report)
Total
number of pages in this document:
7
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.
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 240.14d-2(b)).
o Soliciting
material pursuant to Rule 14a-12 under
Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act
(17
CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act
(17
CFR 240.13e-4(c))
SECTION
1. REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry
into a Material Definitive Agreement
Effective
June 10, 2008, Warp 9, Inc., a Nevada corporation (“the Company”), closed an
agreement with YA Global Investments, L.P., a New Jersey corporation (formerly
Cornell Capital Partners, LP) (“YA”), pursuant to which YA has accepted a
prepayment of the full amount of its loan to the Company. The prepayment amount
is $620,846 (“the Repayment Sum”), which was paid on June 10, 2008. YA agreed
that, upon receipt of the Repayment Sum, the loan is recorded as paid in full,
and the original transaction documents for the loan are marked as cancelled
and
delivered to the Company. YA returned to the Company the share certificate
for
pledged shares and related stock power, and has submitted the documents
necessary to evidence the release of all liens and security interests by YA
in
the assets of the Company.
SECTION
2. FINANCIAL INFORMATION
Item
2.01 Completion
of Acquisition or Disposition of Assets
Effective
June 10, 2008, Warp 9, Inc., a Nevada corporation (“the Seller”), sold to
Cumorah Capital, Inc., a California corporation (“the Buyer”), five million
(5,000,000) shares of the common stock of Carbon Sciences, Inc. owned by the
Seller as one of its assets (“the Shares”), at a purchase price of $500,000 in
cash, payable on or before delivery of the stock certificate evidencing the
Shares to Buyer. The Seller has received the cash payment for the Shares from
Cumorah Capital, Inc. The Shares are subject to a “lock-up” agreement, pursuant
to which the holder may not sell or otherwise dispose of any of them for a
period of two years after Carbon Science’s registration statement is declared
effective by the Securities and Exchange Commission. The Securities and Exchange
Commission declared Carbon Sciences’ registration statement effective August 13,
2007.
SECTION
8. OTHER EVENTS
Item
8.01 Other
Events
Warp
9,
Inc. has used the $500,000 proceeds from the sale of the Shares toward the
prepayment of its $620,846 debt to YA Global Investments, L.P. (formerly Cornell
Capital Partners, LP), which was paid in full on June 10, 2008. The Company
is
in the process of conveying the stock certificate evidencing the Shares to
Cumorah Capital, Inc.
SECTION
9. FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits
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99.1
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Prepayment
Letter Agreement from YA Global Investments, L.P. to Warp 9, Inc.,
dated
June 5, 2008.
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Stock
Purchase Agreement with Cumorah Capital, Inc., a Nevada corporation,
dated
June 4, 2008.
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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.
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WARP
9, INC.
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_________________________
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(Registrant)
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Date:
June 10, 2008
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/s/
Harinder Dhillon
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_________________________
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Harinder
Dhillon, President
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