AiAdvertising, Inc. - Quarter Report: 2008 September (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
(Mark
One)
[
X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
For
Quarterly Period Ended September 30, 2008
or
[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF
1934
For
the
Transition period from _______________ to ______________
Commission
File Number:
|
0-13215
|
WARP
9, INC.
|
|
(Exact
name of registrant as specified in its charter)
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CALIFORNIA
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30-0050402
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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50
Castilian Drive, Suite 101, Santa Barbara, CA
93117
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(Address
of principal executive offices) (Zip Code)
|
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(805)
964-3313
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Registrant's
telephone number, including area code
|
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(Former
name, former address and former fiscal year, if changed since last
report)
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Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
proceeding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes
|
[__]
|
No
|
[_X_]
|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
One).
Large
accelerated filer
|
[___]
|
Accelerated
filer
|
[___]
|
|
Non-accelerated
filer
(Do
not check if a smaller reporting company)
|
[___]
|
Smaller
reporting company
|
[_X_]
|
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
|
[__]
|
No
|
[_X_]
|
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock
as of the latest practicable date.
As
of
November 7, 2008 the number of shares outstanding of the registrant’s class of
common stock was 340,579,815.
TABLE
OF CONTENTS
PART
I – FINANCIAL INFORMATION
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Page
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Item
1.
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Consolidated
Financial Statements
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Consolidated
Balance Sheets as of September 30, 2008 (unaudited) and June
30, 2008
(audited)
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2
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Consolidated
Statements of Income for the Three Months ended September 30, 2008
and September 30, 2007 (unaudited)
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3
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Consolidated
Statement of Shareholders’ Equity for the Three Months ended September 30,
2008 (unaudited)
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4
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Consolidated
Statements of Cash Flows for the Three Months ended September
30, 2008 and
September 30, 2007 (unaudited)
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5
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Notes
to Consolidated Financial Statements (unaudited)
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6
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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8
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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12
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Item
4T.
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Controls
and Procedures
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12
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PART
II - OTHER INFORMATION
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Item
1.
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Legal
Proceedings
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13
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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13
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Item
3.
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Defaults
Upon Senior Securities
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13
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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13
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Item
5.
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Other
Information
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13
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Item
6.
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Exhibits
and Reports on Form 8-K
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14
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Signatures
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15
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1
PART
I. - FINANCIAL INFORMATION
Item
1. CONSOLIDATED FINANCIAL STATEMENTS
WARP
9, INC. AND SUBSIDIARY
CONSOLIDATED
BALANCE SHEETS
|
||||||||
(Unaudited)
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||||||||
September
30, 2008
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June
30, 2008
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|||||||
ASSETS
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||||||||
CURRENT
ASSETS
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||||||||
Cash
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$ |
649,195
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$ |
680,649
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||||
Accounts
Receivable, net
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340,440
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290,920
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||||||
Prepaid
and Other Current Assets
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16,186
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16,679
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||||||
Current
Portion of Deferred Tax Asset
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24,734
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38,849
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||||||
TOTAL
CURRENT ASSETS
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1,030,555
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1,027,097
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||||||
PROPERTY
& EQUIPMENT, at cost
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||||||||
Furniture,
Fixtures & Equipment
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89,485
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89,485
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||||||
Computer
Equipment
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506,906
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505,603
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||||||
Commerce
Server
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50,000
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50,000
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||||||
Computer
Software
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9,476
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9,476
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||||||
655,867
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654,564
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|||||||
Less
accumulated depreciation
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(572,417 | ) | (555,947 | ) | ||||
NET
PROPERTY AND EQUIPMENT
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83,450
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98,617
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||||||
OTHER
ASSETS
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||||||||
Lease
Deposit
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9,749
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9,749
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||||||
Restricted
Cash
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93,000
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93,000
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||||||
Internet
Domain, net
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1,020
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1,062
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||||||
Long
Term Deferred Tax Asset
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2,003,837
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2,029,859
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||||||
TOTAL
OTHER ASSETS
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2,107,606
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2,133,670
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||||||
TOTAL
ASSETS
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$ |
3,221,611
|
$ |
3,259,384
|
||||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accounts
Payable
|
$ |
88,851
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$ |
64,799
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||||
Credit
Cards Payable
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2,173
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15,352
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||||||
Accrued
Expenses
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80,806
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88,514
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||||||
Bank
Line of Credit
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8,451
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7,916
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||||||
Deferred
Income
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33,000
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35,333
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||||||
Note
Payable, Other
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39,889
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40,107
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||||||
Note
Payable, Related Party
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12,981
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50,481
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||||||
Customer
Deposit
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51,436
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51,436
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||||||
Corporate
Income Tax Payable
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4,450
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-
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||||||
Capitalized
Leases, Current Portion
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18,020
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23,183
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||||||
TOTAL
CURRENT LIABILITIES
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340,057
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377,121
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||||||
LONG
TERM LIABILITIES
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||||||||
Note
payable, Other
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64,408
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74,216
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||||||
Capitalized
Leases
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4,431
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7,912
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||||||
TOTAL LONG
TERM LIABILITIES
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68,839
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82,128
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||||||
TOTAL
LIABILITIES
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408,896
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459,249
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||||||
SHAREHOLDERS'
EQUITY
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||||||||
Common
Stock, $0.001 Par Value;
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||||||||
495,000,000
Authorized Shares;
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||||||||
340,579,815
Shares Issued and Outstanding
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340,579
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340,579
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||||||
Additional
Paid In Capital
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6,889,432
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6,886,682
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||||||
Accumulated
Deficit
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(4,417,296 | ) | (4,427,126 | ) | ||||
TOTAL
SHAREHOLDERS' EQUITY
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2,812,715
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2,800,135
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||||||
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY
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$ |
3,221,611
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$ |
3,259,384
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The
accompanying notes are an integral part of these financial
statements
2
WARP
9, INC. AND SUBSIDIARY
CONSOLIDATED
STATEMENTS OF
INCOME
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||||||||
Three
Months Ended
September
30,
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||||||||
2008
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2007
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|||||||
REVENUE
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$ |
467,865
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$ |
604,494
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||||
COST
OF SERVICES
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37,736
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39,225
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||||||
GROSS
PROFIT
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430,129
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565,269
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||||||
OPERATING
EXPENSES
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||||||||
Selling,
general and administrative expenses
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346,732
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409,053
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||||||
Research
and development
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16,615
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1,740
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||||||
Depreciation
and amortization
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16,513
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46,134
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||||||
TOTAL
OPERATING EXPENSES
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379,860
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456,927
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||||||
INCOME
FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)
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50,269
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108,342
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||||||
OTHER
INCOME/(EXPENSE)
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||||||||
Interest
Income
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-
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7,027
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||||||
Other
Income
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13,883
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-
|
||||||
Stock
option expense
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(2,950 | ) | (6,709 | ) | ||||
Interest Expense
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(5,185 | ) | (81,916 | ) | ||||
TOTAL
OTHER INCOME (EXPENSE)
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5,748
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(81,598 | ) | |||||
INCOME
FROM OPERATIONS BEFORE PROVISION FOR TAXES
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56,017
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26,744
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||||||
PROVISION
FOR INCOME (TAXES)/BENEFIT
|
||||||||
Income
taxes paid
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(1,600 | ) |
-
|
|||||
Federal
tax provision
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(34,991 | ) |
-
|
|||||
State
tax provision
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(9,596 | ) |
-
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|||||
PROVISION
FOR INCOME (TAX)/BENEFIT
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(46,187 | ) |
-
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|||||
NET
INCOME
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$ |
9,830
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$ |
26,744
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||||
BASIC
AND DILUTED LOSS PER SHARE
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$ |
0.00
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$ |
0.00
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||||
WEIGHTED-AVERAGE
COMMON SHARES OUTSTANDING
|
||||||||
BASIC
AND DILUTED
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340,579,815
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235,095,554
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The
accompanying notes are an integral part of these financial
statements
3
WARP
9, INC. AND SUBSIDIARY
CONSOLIDATED
STATEMENT OF SHAREHOLDERS'
EQUITY
FOR
THE THREE MONTHS ENDED SEPTEMBER 30,
2008
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||||||||||||||||||||
Additional
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||||||||||||||||||||
Common
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Paid-in
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Accumulated
|
||||||||||||||||||
Shares
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Stock
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Capital
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Deficit
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Total
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||||||||||||||||
Balance,
June 30, 2008
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340,579,815
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$ |
340,579
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$ |
6,886,682
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$ | (4,427,126 | ) | $ |
2,800,135
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||||||||||
Stock
issuance cost (unaudited)
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-
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-
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(200 | ) |
-
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(200 | ) | |||||||||||||
Stock
compensation cost (unaudited)
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-
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-
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2,950
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-
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2,950
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|||||||||||||||
Net
income for the three months ended September 30, 2008
(unaudited)
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-
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-
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-
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9,830
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9,830
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|||||||||||||||
Balance,
September 30, 2008 (unaudited)
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340,579,815
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$ |
340,579
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$ |
6,889,432
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$ | (4,417,296 | ) | $ |
2,812,715
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The
accompanying notes are an integral part of these financial
statements
4
WARP
9, INC. AND SUBSIDIARY
CONSOLIDATED
STATEMENTS OF CASH
FLOWS
|
||||||||
Three
Months Ended
September
30,
|
||||||||
2008
|
2007
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
income
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$ |
9,830
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$ |
26,744
|
||||
Adjustment
to reconcile net income to net cash
|
||||||||
used
in operating activities
|
||||||||
Depreciation
and amortization
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16,512
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20,033
|
||||||
Bad
debt expense
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(34,777 | ) |
-
|
|||||
Conversion
feature recorded as interest expense
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-
|
35,941
|
||||||
Amortization
of loan costs
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-
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26,101
|
||||||
Cost
of stock compensation recognized
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2,950
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6,709
|
||||||
Derivative
expense
|
-
|
21,926
|
||||||
(Increase)
Decrease in:
|
||||||||
Accounts receivable
|
(14,743 | ) | (102,799 | ) | ||||
Prepaid and other assets
|
493
|
(1,152 | ) | |||||
Deferred
tax benefit
|
40,137
|
-
|
||||||
Increase
(Decrease) in:
|
||||||||
Accounts
payable
|
24,053
|
59,499
|
||||||
Accrued
expenses
|
(7,708 | ) |
35,218
|
|||||
Deferred
income
|
(2,333 | ) |
32,000
|
|||||
Deferred
income taxes payable
|
4,450
|
-
|
||||||
Other
liabilities
|
(13,179 | ) | (276 | ) | ||||
NET
CASH PROVIDED BY OPERATING ACTIVITIES
|
25,685
|
159,944
|
||||||
CASH
FLOWS USED IN INVESTING ACTIVITIES:
|
||||||||
Purchase
of property and equipment
|
(1,303 | ) | (345 | ) | ||||
NET
CASH PROVIDED/(USED) IN INVESTING ACTIVITIES
|
(1,303 | ) | (345 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Payment
on notes payable
|
(37,500 | ) | (3,000 | ) | ||||
Payments
on notes payable, other
|
(10,027 | ) | (47,526 | ) | ||||
Payments
on capitalized leases
|
(8,644 | ) | (7,527 | ) | ||||
Proceeds/(payments) from
line of credit
|
535
|
(15,000 | ) | |||||
Stock
offerings cost
|
(200 | ) | (45 | ) | ||||
NET
CASH USED BY FINANCING ACTIVITIES
|
(55,836 | ) | (73,098 | ) | ||||
NET
INCREASE/(DECREASE) IN CASH
|
(31,454 | ) |
86,501
|
|||||
CASH,
BEGINNING OF PERIOD
|
680,649
|
431,841
|
||||||
CASH,
END OF PERIOD
|
$ |
649,195
|
$ |
518,342
|
||||
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
Interest
paid
|
$ |
5,185
|
$ |
4,067
|
||||
Taxes
paid
|
$ |
1,600
|
$ |
-
|
||||
SUPPLEMENTAL
SCHEDULE OF NON-CASH TRANSACTIONS
|
||||||||
During
the three months ended September 30, 2008, the Company recognized
stock
compensation expense of $2,950.
|
||||||||
During the
three months ended September 30, 2007, the Company issued
17,372,810 shares of common stock
|
||||||||
at
a fair value of $190,000 for the convertible
debenture.
|
The
accompanying notes are an integral part of these financial
statements
5
WARP
9,
INC. AND SUBSIDIARY
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
SEPTEMBER
30, 2008
1. BASIS OF
PRESENTATION
The
accompanying unaudited consolidated financial statements have been prepared
in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all normal recurring
adjustments considered necessary for a fair presentation have been
included. Operating results for the three month period ended
September 30, 2008 are not necessarily indicative of the results that may
be
expected for the year ending June 30, 2009. For further information
refer to the financial statements and footnotes thereto included in the
Company's Form 10K for the year ended June 30, 2008.
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
This
summary of significant accounting policies of Warp 9, Inc. is presented to
assist in understanding the Company’s financial statements. The financial
statements and notes are representations of the Company’s management, which is
responsible for their integrity and objectivity. These accounting policies
conform to accounting principles generally accepted in the United States
of
America and have been consistently applied in the preparation of the financial
statements.
Stock-Based
Compensation
As
of
June 30, 2006, the Company adopted Financial Accounting Standards No. 123
(revised 2004), “Share-Based Payment” (FAS) No. 123R, that addresses the
accounting for share-based payment transactions in which an enterprise receives
employee services in exchange for either equity instruments of the enterprise
or
liabilities that are based on the fair value of the enterprise’s equity
instruments or that may be settled by the issuance of such equity instruments.
The statement eliminates the ability to account for share-based compensation
transactions, as we formerly did, using the intrinsic value method as prescribed
by Accounting Principles Board, or APB, Opinion No. 25, “Accounting for Stock
Issued to Employees,” and generally requires that such transactions be accounted
for using a fair-value-based method and recognized as expenses in our statement
of income. The adoption of (FAS) No. 123R by the Company had no
material impact on the statement of income.
The
Company adopted FAS 123R using the modified prospective method which requires
the application of the accounting standard as of June 30, 2006. Our financial
statements as of and for the three months ended September 30, 2008 reflect
the
impact of adopting FAS 123R. In accordance with the modified prospective
method,
the financial statements for prior periods have not been restated to reflect,
and do not include, the impact of FAS 123R.
Stock-based
compensation expense recognized during the period is based on the value of
the
portion of stock-based payment awards that is ultimately expected to vest.
Stock-based compensation expense recognized in the consolidated statement
of
operations during the three months ended September 30, 2008, included
compensation expense for the stock-based payment awards granted prior to,
but
not yet vested, as of September 30, 2008 based on the grant date fair value
estimated in accordance with the pro forma provisions of FAS 148, and
compensation expense for the stock-based payment awards granted subsequent
to
September 30, 2008, based on the grant date fair value estimated in accordance
with FAS 123R. As stock-based compensation expense recognized in the statement
of income for the three months ended September 30, 2008 is based on awards
ultimately expected to vest, it has been reduced for estimated forfeitures,
FAS
123R requires forfeitures to be estimated at the time of grant and revised,
if
necessary, in subsequent periods if actual forfeitures differ from those
estimates. The stock-based compensation expense recognized in the consolidated
statements of operations during the three months ended September 30, 2008
is
$2,950.
6
WARP
9,
INC. AND SUBSIDIARY
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
SEPTEMBER
30, 2008
3. CAPITAL
STOCK
At
September 30, 2008, the Company’s authorized stock consists of 495,000,000
shares of common stock, par value $0.001 per share. The Company is also
authorized to issue 5,000,000 shares of preferred stock with a par value
of
$0.001. The rights, preferences and privileges of the holders of the
preferred stock will be determined by the Board of Directors prior to issuance
of such shares. During the three months ended September 30, 2007, the
Company issued 17,372,810 shares of common stock ranging from $0.0109 per
share
to $0.0110 per share for the conversion of the debenture with a value of
$190,000. During the three months ended September 30, 2008 no shares
of common stock were issued.
4. INCOME
TAXES
|
The
Company files income tax returns in the U.S. Federal jurisdiction,
and the
state of California. With few exceptions, the Company is no longer
subject
to U.S. federal, state and local, or non-U.S. income tax examinations
by
tax authorities for years before
2004.
|
|
The
Company adopted the provisions of FASB Interpretation No. 48, Accounting
for Uncertainty in Income Taxes, on July 1, 2007. FIN 48
clarifies the accounting for uncertainty in tax positions by prescribing
a
minimum recognition threshold required for recognition in the financial
statements. FIN 48 also provides guidance on de-recognition, measurement
classification, interest and penalties, accounting in interim periods,
disclosure and transition.
|
|
The
Company's policy is to recognize interest accrued related to unrecognized
tax benefits in interest expense and penalties in operating
expenses.
|
7
Item
2. MANAGEMENT'S DISCUSSION AND ANALSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Cautionary
Statements
This
Form
10-Q may contain “forward-looking statements,” as that term is used in federal
securities laws, about Warp 9, Inc.’s financial condition, results of operations
and business. These statements include, among others:
·
|
statements
concerning the potential benefits that Warp 9, Inc. (“W9” or the
“Company”) may experience from its business activities and certain
transactions it contemplates or has completed;
and
|
·
|
statements
of W9’s expectations, beliefs, future plans and strategies, anticipated
developments and other matters that are not historical
facts. These statements may be made expressly in this Form
10-Q. You can find many of these statements by looking for
words such as “believes,” “expects,” “anticipates,” “estimates,” “opines,”
or similar expressions used in this Form 10-Q. These
forward-looking statements are subject to numerous assumptions, risks
and
uncertainties that may cause W9’s actual results to be materially
different from any future results expressed or implied by W9 in those
statements. The most important facts that could prevent W9 from
achieving its stated goals include, but are not limited to, the
following:
|
|
(a)
|
volatility
or decline of the Company's stock
price;
|
|
(b)
|
potential
fluctuation in quarterly results;
|
|
(c)
|
failure
of the Company to earn revenues or
profits;
|
|
(d)
|
inadequate
capital to continue or expand its business, and inability to raise
additional capital or financing to implement its business
plans;
|
|
(e)
|
failure
to further commercialize its technology or to make
sales;
|
|
(f)
|
reduction
in demand for the Company's products and
services;
|
|
(g)
|
rapid
and significant changes in markets;
|
|
(h)
|
litigation
with or legal claims and allegations by outside
parties;
|
|
(i)
|
insufficient
revenues to cover operating costs;
|
|
(j)
|
failure
of the re-licensing or other commercialization of the Roaming Messenger
technology to produce revenues or
profits;
|
8
There
is
no assurance that the Company will be profitable, the Company may not be able
to
successfully develop, manage or market its products and services, the Company
may not be able to attract or retain qualified executives and technology
personnel, the Company may not be able to obtain customers for its products
or
services, the Company’s products and services may become obsolete, government
regulation may hinder the Company’s business, additional dilution in outstanding
stock ownership may be incurred due to the issuance of more shares, warrants
and
stock options, the exercise of outstanding warrants and stock options, or other
risks inherent in the Company’s businesses.
Because
the statements are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by the forward-looking
statements. W9 cautions you not to place undue reliance on the
statements, which speak only as of the date of this Form 10-Q. The
cautionary statements contained or referred to in this section should be
considered in connection with any subsequent written or oral forward-looking
statements that W9 or persons acting on its behalf may issue. The
Company does not undertake any obligation to review or confirm analysts’
expectations or estimates or to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the date
of
this Form 10-Q, or to reflect the occurrence of unanticipated
events.
Current
Overview
Warp 9 is a provider of e-commerce software platforms and services for the
catalog and retail industry. Our suite of software platforms are
designed to help multi-channel retailers maximize the Internet channel by
applying our technologies for online catalogs, e-mail marketing campaigns,
and
interactive visual merchandising. Offered as an outsourced and fully
managed Software-as-a-Service ("SaaS") model, our products allow customers
to
focus on their core business, rather than technical implementations and software
and hardware architecture, design, and maintenance. We also offer
professional services to our clients which include online catalog
design, merchandizing and
optimization, order management, e-mail
marketing campaign development, integration to third party payment
processing and fulfillment systems, analytics, custom reporting and strategic
consultation.
Our
products and services allow our clients to lower costs and focus on promoting
and marketing their brand, product line and website while leveraging the
investments we have made in technology and infrastructure to operate a dynamic
online Internet presence.
We
charge
our customers a monthly fee for using our e-commerce software based on a
Software-as-a-Service model. These fees include fixed monthly
charges, and variable fees based on the sales volume of our clients’ e-commerce
websites. Unlike traditional software companies that sell
software on a perpetual license where quarterly and
annual revenues are
quite difficult to predict, our SaaS
model spreads the collection of
contract revenue over several quarters or years and makes our revenues more
predictable for a longer period of time.
While
the
Warp 9 Internet Commerce System (“ICS”) is our flagship and highest revenue
product, we have been developing and deploying new products based on a
proprietary virtual publishing technology that we have developed. These new
products have allowed for the creation of interactive web versions of paper
catalogs (“VCS”) and magazines (“VMS”) where users can flip through pages with a
mouse and click on products or advertisements. These magazines or catalogs
have
built-in integration for e-commerce transactions through our ICS product and
other transaction based activities. Clients utilizing this technology have
discovered when exposing consumers to virtual catalogs, a higher average order
size and significant increase in rate of conversion result. We have been selling
this solution on a limited basis as a professional service while we refine
the
product and technology. We believe there are many markets for our virtual
catalog and magazine technology and we intend to test market these new products
in greater distribution in the near future.
9
Research
and development (“R&D”) efforts have been focused both on these new products
and on updating our current products with new features. In the planning phase
of
these new features, we look to direct client feedback and feature requests;
we
study the e-commerce landscape to determine features that will provide our
clients with a competitive advantage in producing greater and more effective
selling; and we also examine features that will create a competitive advantage
during our sales process to clients. Emerging and declining trends also play
a
role in how clients perceive what features should be provided by which
vendors. We are sometimes able to capitalize on these opportunities
by bundling features for greater value and/or increased fees and
revenue.
CRITICAL
ACCOUNTING POLICIES
Our
discussion and analysis of our financial condition and results of operations,
including the discussion on liquidity and capital resources, are based upon
our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires us to make estimates and judgments that affect
the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an ongoing basis, management
re-evaluates its estimates and judgments, particularly those related to the
determination of the estimated recoverable amounts of trade accounts receivable,
impairment of long-lived assets, revenue recognition and deferred tax assets.
We
believe the following critical accounting policies require more significant
judgment and estimates used in the preparation of the financial
statements
We
maintain an allowance for doubtful accounts for estimated losses that may arise
if any of our customers are unable to make required payments. Management
specifically analyzes the age of customer balances, historical bad debt
experience, customer credit-worthiness, and changes in customer payment terms
when making estimates of the uncollectability of our trade accounts receivable
balances. If we determine that the financial conditions of any of our customers
deteriorated, whether due to customer specific or general economic issues,
increases in the allowance may be made. Accounts receivable are written off
when
all collection attempts have failed.
We
follow
the provisions of Staff Accounting Bulletin ("SAB") 101, "Revenue Recognition
in
Financial Statements" for revenue recognition and SAB 104. Under Staff
Accounting Bulletin 101, four conditions must be met before revenue can be
recognized: (i) there is persuasive evidence that an arrangement exists, (ii)
delivery has occurred or service has been rendered, (iii) the price is fixed
or
determinable and (iv) collection is reasonably assured.
Income
taxes are accounted for under the asset and liability method. Under this method,
to the extent that we believe that the deferred tax asset is not likely to
be
recovered, a valuation allowance is provided. In making this determination,
we
consider estimated future taxable income and taxable timing differences expected
in the future. Actual results may differ from those estimates.
Results
of Operations for the Three Months Ended September 30, 2008 Compared to Three
Months Ended September 30, 2007
REVENUE
Total
revenue for the three-month period ended September 30, 2008 decreased by
($136,629) to $467,865 from $604,494 in the prior year, representing a decrease
of 23%. The decrease in revenue was primarily the result of a
decrease in VCS revenue, ICS revenue, and professional services as a result
of
the slowing economic environment and a few client sales/mergers subsequent
to
the three-month period ended September 30, 2007. This decrease was partially
offset by an increase in sales in some product areas.
10
COST
OF
REVENUE
The
cost
of revenue for the three-month period ended September 30, 2008 decreased by
($1,489) to $37,736 as compared to $39,225 for the three-month period ended
September 30, 2007. The decrease was primarily due to the
decrease in costs provided by vendor services.
SELLING,
GENERAL AND ADMINISTRATIVE EXPENSES
Selling,
general and administrative (SG&A) expenses decreased by ($62,321) during the
three months ended September 30, 2008 to $346,732 as compared to $409,053 for
the three-month period ended September 30, 2007. The decrease in SG&A
expenses was primarily due to the reduction in certain bad debt and other
ongoing vendor provided professional services and insurance.
RESEARCH
AND DEVELOPMENT
Research
and development expenses increased by $14,875 during the three months ended
September 30, 2008 to $16,615 as compared to $1,740 for the three months ended
September 30, 2007. The increase is primarily due to the development of new
products and new features for the existing product line.
DEPRECIATION
AND AMORTIZATION
Expenses
related to depreciation and
amortization was $16,513 for the three months ended September 30, 2008 as
compared to $46,134 for the prior year. The decrease is primarily due to
elimination of loan costs related to the Cornell convertible debenture and
the
decreased depreciation of other equipment.
OTHER
INCOME AND EXPENSE
Total
other income and expense for the
three months ended September 30, 2008 was $5,748 as compared to ($81,598) for
the prior year. The change is primarily due to the elimination of the derivative
liability valuation and interest expense related to the Cornell convertible
debenture.
NET
INCOME
For
the
three months ended September 30, 2008, our consolidated net income was $9,830
as
compared to a consolidated net income of $26,744 for the three months ended
September 30, 2007. The net income for the three months ended
September 30, 2008 rose to $56,017 before accounting for a provision for income
tax of ($46,187). This increase in net income over the period ended
September 30, 2007 was due largely to a reduction in operating expenses and
the
elimination of the Cornell convertible debenture.
LIQUIDITY
AND CAPITAL RESOURCES
The
Company had cash at September 30, 2008 of $649,195 as compared to cash of
$518,342 as of September 30, 2007. The Company had net working
capital (i.e. the difference between current assets and current liabilities)
of
$690,498 at September 30, 2008 as compared to a net working capital of $52,567
at September 30, 2007.
11
Cash
flow
provided by operating activities was $25,685 for the three months ended
September 30, 2008 as compared to cash provided by operating activities of
$159,944 during the three months ended September 30, 2007.
Cash
flow
used in investing activities was ($1,303) for the three months ended September
30, 2008 as compared to cash used in investing activities of ($345) during
the
three months ended September 30, 2007.
Cash
flow
used by financing activities was ($55,836) for the three months ended September
30, 2008 as compared to net cash used by financing activities of ($73,098)
for
the three months ended September 30, 2007.
For
the
three months ended September 30, 2008, our capital needs have primarily been
met
from positive cash-flow from operations.
While
we
expect that our capital needs in the foreseeable future will be met by
cash-on-hand and positive cash-flow, there is no assurance that the Company
will
have sufficient capital to finance its growth and business operations, or that
such capital will be available on terms that are favorable to the Company or
at
all. In the current financial environment, it has been difficult for the Company
to obtain equipment leases and other business financing. T There is no assurance
that we would be able to obtain additional working capital through the private
placement of common stock or from any other source.
Off-Balance
Sheet Arrangements
None.
Item
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not
Applicable.
Item
4T. CONTROLS AND PROCEDURES.
EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed by Warp 9 is recorded, processed,
summarized and reported within the time periods specified in the rules and
forms
of the Securities and Exchange Commission. The Company’s Chairman,
Chief Executive Officer, and Acting Chief Financial Officer are responsible
for
establishing and maintaining controls and procedures for the
Company.
Management
has evaluated the effectiveness of the Company’s disclosure controls and
procedures as of September 30, 2008 (under the supervision and with the
participation of the Company’s Chairman, Chief Executive Officer, and Acting
Chief Financial Officer) pursuant to Rule 13a-15(e) under the Securities
Exchange Act of 1934, as amended. As part of such evaluation,
management considered the matters discussed below relating to internal control
over financial reporting. Based on this evaluation, the
Company’s Chairman, Chief Executive Officer, and Acting Chief Financial Officer
have concluded that the disclosure controls and procedures are effective as
of
September 30, 2008.
12
INTERNAL
CONTROL OVER FINANCIAL REPORTING
The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting, (as defined in Rule 13a-15(f) under
the Securities Exchange Act of 1934). The Company’s internal control
over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes of accounting principles generally
accepted in the United States. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives. Furthermore, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
due
to change in conditions, or the degree of compliance with the policies or
procedures may deteriorate.
CHANGES
IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There
have been no changes in the Company’s internal control over financial reporting
that occurred during the Company’s first fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting.
PART
II. - OTHER INFORMATION
None.
Item
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
None.
Item 3. DEFAULTS
UPON SENIOR SECURITIES
None.
None.
Item 5. OTHER
INFORMATION
None.
13
(a) Exhibits
EXHIBIT
NO.
|
DESCRIPTION
|
|
3.1
|
Articles
of Incorporation (1)
|
|
3.2
|
Bylaws
(1)
|
|
4.1
|
Specimen
Certificate for Common Stock (1)
|
|
4.2
|
Non-Qualified
Employee Stock Option Plan (2)
|
|
10.1
|
First
Agreement and Plan of Reorganization between Latinocare Management
Corporation, a Nevada corporation, and Warp 9, Inc., a Delaware
corporation (3)
|
|
10.2
|
Second
Agreement and Plan of Reorganization between Latinocare Management
Corporation, a Nevada corporation, and Warp 9, Inc., a Delaware
corporation (4)
|
|
10.3
|
Exchange
Agreement and Representations for Shareholders of Warp 9,
Inc.(3)
|
|
10.4
|
Termination
and Assignment (5)
|
|
31.1
|
Section
302 Certification
|
|
32.1
|
Section
906 Certification
|
_________________
|
(1)
|
Incorporated
by reference from the exhibits included with the Company's prior
Report on
Form 10-KSB filed with the Securities and Exchange Commission, dated
March
31, 2002.
|
|
(2)
|
Incorporated
by reference from the exhibits included in the Company's Information
Statement filed with the Securities and Exchange Commission, dated
August
1, 2003.
|
|
(3)
|
Incorporated
by reference from the exhibits included with the Company's prior
Report on
Form SC 14F-1 filed with the Securities and Exchange Commission,
dated
April 8, 2003.
|
|
(4)
|
Incorporated
by reference from the exhibits included with the Company's prior
Report on
Form 8K filed with the Securities and Exchange Commission, dated
May 30,
2003.
|
|
(5)
|
Incorporated
by reference from the exhibits included with the Company’s prior Report on
Form 8K filed with the Securities and Exchange Commission, dated
May 7,
2007.
|
(b) The
following is a list of Current Reports on Form 8-K filed by the Company during
and subsequent to the quarter for which this report is filed.
None.
14
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
Dated:
November 13, 2008
|
WARP
9, INC.
|
|
(Registrant)
|
|
|
|
By:
\s\Harinder Dhillon
|
|
Harinder
Dhillon, Chief Executive Officer and
President
|
Pursuant
to the requirements of the
Securities Exchange Act of 1934, as amended, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
and
on the dates indicated.
By:
\s\Louie Ucciferri
|
Dated:
November 13, 2008
|
Louie
Ucciferri, Chairman, Corporate Secretary, Acting Chief Financial
Officer
(Principal
Financial / Accounting Officer)
|
|
|
|
|
|
|
|
|
By:
\s\Harinder Dhillon
|
Dated:
November 13, 2008
|
Harinder
Dhillon, Chief Executive Officer and President (Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
15