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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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