FORM 10-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: June 30, 2010
COMMISSION FILE NUMBER 0-13215
WARP 9, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 30-0050402
---------------------------- -----------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
6500 Hollister Avenue, Suite 120, Santa Barbara, California 93117
---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(805) 964-3313
-------------------------------------------------------------
Registrant's telephone number, including area code
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------------- ------------------------
COMMON STOCK OTC
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes |_| No |X|
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes |_| No |X|
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 preceding 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 |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
|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.
Large accelerated filer [___] Accelerated filer [___]
Non-accelerated filer [___] Smaller reporting company [_X_]
(Do not check if a smaller
reporting company)
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
The aggregate market value of voting stock held by non-affiliates of
the registrant was approximately $1,192,029 as of June 30, 2010.
There were 340,579,815 shares outstanding of the registrant's Common
Stock as of September 23, 2010.
TABLE OF CONTENTS
PART 1
ITEM 1 Business 2
ITEM 2 Properties 8
ITEM 3 Legal Proceedings 8
ITEM 4 Removed and Reserved 8
PART II
ITEM 5 Market for Common Equity and Related Stockholder Matters 9
ITEM 6 Selected Financial Data 10
ITEM 7 Management's Discussion and Analysis or Plan of Operation 10
ITEM 8 Financial Statements and Supplementary Data 15
ITEM 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 29
ITEM 9A(T) Controls and Procedures 29
ITEM 9B Other Information 31
PART III
ITEM 10 Directors, Executive Officers, and Corporate Governance 31
ITEM 11 Executive Compensation 33
ITEM 12 Security Ownership of Certain Beneficial Owners and Management and Related 35
Stockholder Matters
ITEM 13 Certain Relationships and Related Transactions, and Director Independence 36
ITEM 14 Principal Accounting Fees and Services 36
ITEM 15 Exhibits, Financial Statement Schedules 36
SIGNATURES 38
PART I
ITEM 1. BUSINESS
---------------
COMPANY HISTORY
Warp 9, Inc. ("Warp 9" or the "Company") is a Nevada corporation
formerly known as Roaming Messenger, Inc., formerly known as Latinocare
Management Corporation ("LMC"). On August 24, 2006, the Company's board of
directors and majority shareholders voted to change the name of the Company from
Roaming Messenger, Inc. to Warp 9, Inc. to reflect a new strategic plan of
focusing primarily on the business of the Company's wholly owned subsidiary,
Warp 9, Inc., a Delaware corporation that is an e-commerce Software-as-a-Service
("SaaS") provider.
GENERAL
We are 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 e-commerce, 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 recurring 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 developed and deployed new products based on a
proprietary virtual publishing technology. These new products allow for the
creation of interactive web versions of paper catalogs and magazines 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.
Accordingly, when shoppers click on a product, they are taken to the e-commerce
product page where they can add that product to their shopping cart for
purchasing. Clients utilizing this technology have discovered when exposing
consumers to the virtual catalogs, a higher average order size and significant
increase in rate of conversion result. We have sold this solution on a limited
basis while we continue to refine the product and technology. We believe there
could be many markets for our virtual catalog and magazine technology and we
expect to test market these new products in the future.
On October 23, 2007, we licensed our patent-pending mobile technology
and certain trademarks on a non-exclusive basis to Zingerang Software. Under the
terms of the agreement, Warp 9 will retain ownership of the technology and
trademarks, as well as any improvements and derivatives created by Zingerang
Software. Warp 9 is entitled to receive royalties based on revenues from sales
if any, generated by Zingerang Software. This agreement allows us to enhance and
augment our technology and intellectual property portfolio without using direct
resources, and still allows us to seek other licensing options in the future. To
date, we have not yet generated any revenue from our licensing efforts.
-2-
INDUSTRY OVERVIEW
GROWTH OF THE INTERNET AND E-COMMERCE
According to the 2009 State of Retailing Online report from Forrester
Research, online sales will continue to rise about 11 percent to about $173
billion this year from about $155 billion in 2009. E-commerce sales grew 11%
from 2008 to 2009 and will account for 7% of total retail sales this year, up
from 6% last year. Forrester estimates that the web accounted for or influenced
42% of retail sales in 2009. Interestingly, the report also predicts that sales
influenced by the web will reach about $1.4 trillion and will account for 53% of
retail sales in 2014.
We believe there are a number of factors that are contributing to the
growth of e-commerce: (i) adoption of the Internet continues to increase
globally; (ii) broadband technology is becoming more widely available and the
adoption of broadband for Internet use is increasing at a rapid rate; (iii)
Internet users are increasingly comfortable with the process of buying products
online; (iv) the functionality of online stores continues to improve, a greater
range of payment options are available, and special offers and shipping
discounts are making online shopping more attractive; (v) businesses are placing
more emphasis on their online stores as they can reach a larger audience at a
comparatively lower cost than the methods used to drive traffic to traditional
brick-and-mortar retail stores or sell through printed paper catalogs. As a
result of these growth drivers, retailers and catalogers have begun to build
large, global customer bases that can be reached cost-effectively, potentially
resulting in higher sales and profitability.
OPPORTUNITIES FOR OUTSOURCED E-COMMERCE
We believe there are advantages to outsourced e-commerce that will
continue to make solutions like those of Warp 9 an attractive alternative to
building and maintaining this capability in-house. These advantages include: (i)
eliminating the substantial up-front and ongoing costs of computer hardware,
network infrastructure and specialized application software and personnel; (ii)
reducing the time it takes to get online stores live and productive; (iii)
shifting the ongoing technology, financial, regulatory and compliance risks to a
proven service provider; (iv) leveraging the expertise of an e-commerce service
provider to accelerate growth of an online business; and (v) allowing businesses
to focus on their specific core competencies.
TECHNOLOGY PRODUCTS
We primarily offer four proprietary software systems to our customers -
e-commerce, e-mail marketing, virtual catalog publishing, and virtual magazine
publishing. It is our product development goal to create other complementary
systems to deliver a fully integrated platform for a successful e-commerce
operation.
WARP 9 INTERNET COMMERCE SYSTEM (WARP 9 ICS)
The Warp 9 ICS, our flagship product, is an enterprise-grade software
system that enables catalogers and retailers to expand their operation to the
Internet with minimal investment, overhead and risk. A business does not need to
invest in new hardware or software in order to utilize the Warp 9 ICS, because
it is offered as a fully managed online e-commerce system hosted in our Internet
datacenter. With a range of easy to use and highly customizable features for
product presentation as well store management, Warp 9 ICS satisfies many of the
current and next generation requirements of catalogers and retailers. We charge
our customers a recurring monthly fee for using the Warp 9 ICS software based on
12, 24 and 36 month term agreements. There are various pricing packages for Warp
9 ICS, depending on the customer's desired level of scalability and reliability.
Warp 9 ICS is designed with a highly scalable enterprise architecture
that allows us to provide our customers with maximum performance and system
uptime. As our customer base or transaction volume grows, we simply add new
servers, CPUs, memory and bandwidth without substantial changes to the ICS
software. The high end version of the Warp 9 ICS offering operates on a cluster
of load balanced and fault-tolerant servers in our onsite datacenter. If a
server in the cluster fails for any reason, the architecture shifts the traffic
to other available servers, thus minimizing downtime and disruption to our
customers' mission critical e-commerce websites.
-3-
WARP 9 E-MAIL MARKETING SYSTEM (WARP 9 EMS)
Warp 9 EMS is a web-based e-mail campaign and list management system
designed for high performance and reliability. EMS's sophisticated technology
will allow markets to send targeted e-mail campaigns that help grow, retain and
maximize the lifetime value of their customers. Through content personalization
and list segmentation, campaign efforts will result in higher response rates,
higher conversion rates and improved customer loyalty. E-mail marketing systems,
such as Warp 9 EMS, enable unprecedented response times that are not achievable
through traditional forms of direct marketing. ICS customers can also purchase
EMS to complement their online e-commerce strategy.
WARP 9 VIRTUAL CATALOG SYSTEM (WARP 9 VCS)
Warp 9 VCS creates an interactive digital experience for online
customers. The VCS product creates a unique shopping environment using Warp 9's
virtual publishing technology to deliver an increase in multi-channel sales.
Readers can bend and flip through virtual pages as they read the online catalog,
zoom into product descriptions and images, and click on products to bring them
to the relevant transactional e-commerce product pages. Warp 9's virtual
publishing technology transforms a catalog from a static medium to a dynamic,
interactive, and transactional medium. VCS product allows the cataloger to
extend the life of a print property and allows for increased conversion rates.
WARP 9 VIRTUAL MAGAZINE SYSTEM (WARP 9 VMS)
Warp 9 VMS is an interactive magazine publishing interface with
enhanced features which creates an extremely appealing and interactive digital
experience of a print magazine for online viewers. Readers are engaged with an
experience that mimics the paper version of the magazine, allowing readers to
bend and flip through virtual pages as they read the online magazine, zoom into
articles and pictures, and click on advertisements. The VMS product allows a
magazine publisher to extend the life of a print property and adds value to
advertisers by creating additional revenue opportunities by providing a shorter,
more direct path between readers and advertisers.
PROFESSIONAL SERVICES
Our customers are not technology companies and have varying internal
expertise in the areas of e-commerce, online marketing and web technologies. To
provide a complete solution to our customers, we also offer professional
services to help our customers maximize the use of our technology or other
online e-commerce technologies. Professional services include but not limited to
e-commerce web page template development, e-mail campaign content creation,
custom system configuration, graphics design, management of online marketing
programs, and integration to backend business systems.
SITE DESIGN AND DEVELOPMENT
We offer our clients site design services that utilize our experience
and expertise to create efficient and effective online stores powered by Warp 9
ICS. Our e-commerce solutions can be deployed quickly for our clients and
implemented in a variety of ways from simple shopping websites to complex
systems that integrate to backend inventory management systems. This is all done
by maximally using the feature set of Warp 9 ICS.
MERCHANDIZING AND PROMOTIONS DESIGN
The Warp 9 ICS technology platform supports a wide range of
merchandising activities. On an ongoing basis, we help our clients create
effective promotional activities, up-sell, cross-sell as well as promote
featured products during any phase of the shopping process. By doing so, our
professional services team continues to work with our clients to deliver
targeted offers designed to increase conversion ratios and average order size.
We have also developed an algorithm that can help our clients automate the
upsell/cross-sell opportunities. Additionally, we have created a new advertising
feature that allows our clients to easily add graphical elements with interior
or exterior links to assist with instantaneous promotion of featured products.
-4-
ADVANCED REPORTING AND ANALYTICS
Warp 9 ICS captures a great deal of information about sales and visitor
activities in its database. We provide our clients access to a collection of
standard and customizable reports as well as create any report they need for
their individual business making decisions. For example, we can create custom
reports to help our clients analyze the average orders size of one design versus
and another. This enables our clients to track and analyze sales, products,
transactions and customer behavior to further refine their market strategies to
increase sales.
STRATEGIC MARKETING SERVICES
We offer a wide range of strategic marketing services designed to
increase customer acquisition, retention and lifetime value. Through a
combination of web analytics, analytics-based statistical testing and
optimization, our team of strategic marketing consultants develop, deliver and
manage programs such as paid search advertising, search engine optimization,
affiliate marketing, store optimization and e-mail optimization for our clients.
We believe our ability to capture and analyze integrated traffic and commerce
data enhances the value of our strategic marketing services as we can precisely
determine the effectiveness of specific marketing activities, website changes,
and other actions taken by our clients. We are also working on providing this
beneficial sales data in real-time and in a more customizable format.
REVENUE MODEL
We charge our customers a recurring monthly fee, based on term
contracts, to use the Warp 9 ICS product under a Software-as-a-Service ("SaaS")
model. Unlike traditional software companies that sell software on a perpetual
license where quarterly and annual revenues are very difficult to predict, our
SaaS model spreads the collection of contracts over several quarters or years
and makes our revenues more predictable for a longer period of time.
The Company also generates incremental revenue by offering additional
products such as Warp 9 EMS, Warp 9 VCS, and Warp 9 VMS. We also drive revenue
by offering professional web production, graphic design, marketing, and other
consulting services to support Warp 9 products and generally to aid in the
operations of our customers' e-commerce activities.
BENEFITS TO CLIENTS
Our complete solution of providing robust technology along with
complementary professional services delivers many benefits to our customers.
REDUCED TOTAL COST OF OWNERSHIP AND RISK
Utilizing our technology and services, businesses can dramatically
reduce or eliminate upfront and ongoing hardware, software, maintenance and
support costs associated with developing, customizing, deploying and upgrading
an in-house e-commerce solution. They can have a global e-commerce presence
without assuming the costs and risks of developing it themselves and take
immediate advantage of the investments we continually make in our e-commerce
systems and associated services. Our commitment to the latest technologies and
e-commerce functionality helps ensure that our clients maintain pace with
industry advances.
REVENUE GROWTH
Through our services consultants, we help our clients grow their
businesses by applying our technology and experience to (i) increase the
acquisition, retention and lifetime value of new customers; (ii) extending their
businesses into new geographic markets; and (iii) expanding the visibility and
sales of their products through new online sales channels. We have developed
substantial expertise in online marketing and merchandising, which we apply to
help our clients increase traffic to their online stores, and improve order
close ratios, average order sizes and repeat purchases, all of which are
designed to generate higher revenues for our clients' businesses and greater
revenue for Warp 9.
-5-
DEPLOYMENT SPEED
Businesses can reduce the time required to develop an e-commerce
presence by utilizing our outsourced business model. Typically, a new client can
have an online store live much more quickly than if they decided to build, test
and deploy the e-commerce capability in-house. Once they are operational on our
platform, clients can utilize our remote control toolset to make real-time
changes to their online store, allowing them to address issues and take
advantage of opportunities without technical assistance.
FOCUS ON CORE COMPETENCY
By utilizing our outsourced e-commerce model, businesses can focus on
developing, marketing and selling their products rather than devoting time and
resources to building and maintaining an e-commerce infrastructure. Management
can focus their time on their core business while ensuring they have access to
the latest technologies, tools and expertise for running a successful e-commerce
operation.
SALES AND MARKETING
Our objective is to be the leading provider of outsourced e-commerce
solutions for retail operations and online catalogs. To achieve this objective,
we intend to enhance, promote and support the idea that Warp 9 is the complete
provider of the necessary technology platform and professional services to
effectively conduct a serious e-commerce operation.
We currently market our e-commerce solutions directly to clients and
prospective clients. We focus our efforts on generating awareness of the Warp 9
brand and capabilities and establishing our position as a competitor in the
online e-commerce space.
During the client sales process, our staff delivers demonstrations,
presentations, collateral material, return-on-investment analyses, proposals and
contracts A great deal of our new customers have come from direct sales, trade
shows, and word-of-mouth referrals. Our direct sales efforts are aimed at senior
marketing and IT executives within a retailer or catalog company who are looking
to create or expand their e-commerce operation. Because of our long history in
e-commerce, prospective clients quite often look for us at trade shows to learn
more about Warp 9. Word-of-mouth referrals have been very valuable to us and we
intend to continue nurturing our customer and industry relationships to maximize
these referrals..
In addition to our direct sales efforts, trade shows, and referrals, we
intend to explore a channel partner strategy to expand our customer base.
Prospective channel partners include consultants and designers in the catalog
industry, as well as backend order fulfillment systems providers and providers
of complementary services or products. With the growing maturity of
multi-channel e-commerce strategies, many of the robust backend systems
providers are looking for robust front-end e-commerce system, like Warp 9 ICS,
to deliver a fully integrated online/offline solution to their clients.
COMPETITION
The market for e-commerce solutions is highly competitive, especially
as it reaches maturity. We compete with e-commerce solutions that our customers
develop themselves or contract with third parties to develop. We also compete
with other outsourced e-commerce providers. The competition we encounter
includes:
o In-house development of e-commerce capabilities using tools or
applications from companies such as Art Technology Group,
Broadvision, and IBM;
o E-Commerce capabilities custom-developed by companies such as
IBM Global Services, and Accenture, Inc.;
o Other providers of outsourced e-commerce solutions, such as
WebLinc, Volusion, UniteU, MarketLive, etc.;
-6-
o Companies that provide technologies, services or products that
support a portion of the e-commerce process, such as payment
processing, including CyberSource Corporation, PayPal
Corporation and Authorize.net.;
o High-traffic branded websites that generate a substantial
portion of their revenue from e-commerce and may offer or
provide to others the means to offer their products for sale,
such as Amazon.com, Inc.; and
o Web hosting, web services and infrastructure companies that
offer portions of our solution and are seeking to expand the
range of their offering, such as Network Solutions, LLC,
Akamai Technologies, Inc., Yahoo! Inc., eBay Inc. and
Hostopia.com Inc.
PATENTS AND PATENT APPLICATIONS
Our intellectual property portfolio consists of the following patents,
which primarily relate to the Roaming Messenger technology:
SELF CONTAINED BUSINESS TRANSACTION CAPSULES
A self-contained business transaction capsule, or eCapsule, is a small
electronic capsule that contains all the necessary data and logic to complete a
business transaction. The eCapsule is a "thin" and "lightweight" small
computer-readable file that is device independent. The eCapsule allows a
business, for example, to encapsulate an individual product or offer into an
intelligent object that is capable of completing entire transactions. The
eCapsule includes data about the product or service being provided, such as the
product price, a textual description, or options for the product or service (a
transaction description). The eCapsule also includes transaction logic or
business logic capable of completing the transaction, such as billing and
shipping information, order routing information, order status information,
shipping status information, and any other transaction rules necessary to
process the transaction. Moreover, the eCapsule is adapted to be broadcasted to,
and stored on, a portable electronic device, such as a mobile wireless-enabled
device, like a cellular telephone, a personal digital assistant (PDA) or a
laptop computer. This patent was issued on September 12, 2006.
A METHOD OF AND INSTRUCTION SET FOR EXECUTING OPERATIONS ON A DEVICE
This invention relates to executable instructions and, more
particularly, to instructions that are executable on a device that receives a
mobile agent. This patent application discloses the actual implementation of the
Roaming Messenger device engine and messenger instruction sets and modes of
execution. The application for this patent was filed on December 7, 2004 and was
issued on December 30, 2008.
-7-
GOVERNMENT REGULATION
We are subject to various federal, state, and local laws affecting
e-commerce and communication businesses. The Federal Trade Commission and
equivalent state agencies regulate advertising and representations made by
businesses in the sale of their products, which apply to us. We are also subject
to government laws and regulations governing health, safety, working conditions,
employee relations, wrongful termination, wages, taxes and other matters
applicable to businesses in general.
EMPLOYEES
As of September 15, 2010, we had five full time employees, two of whom
are employed in administrative positions, and three technical employees employed
in research, development, and technical product maintenance positions.
All of our employees have executed agreements that impose nondisclosure
obligations on the employee and assign to us (to the extent permitted by
California law) all copyrights and other inventions created by the employee
during his employment with us. Additionally, we have a trade secret protection
policy in place that management believes to be adequate to protect our
intellectual property and trade secrets.
SEASONALITY
We do not anticipate that our business will be substantially affected
by seasonality.
TRADEMARKS
We have registered trademarks for Roaming Messenger(R), and Warp 9(R).
ITEM 2. PROPERTIES
------------------
The Company currently leases approximately 5,251 square feet of office
space at 6500 Hollister Avenue, Suite 120, Santa Barbara, California 93117 for
approximately $7,614 per month, pursuant to a five year lease agreement with
rent commencing on May 25, 2010. In addition, the Company is responsible for its
pro-rata share of Common Area Maintenance fees.
ITEM 3. LEGAL PROCEEDINGS
-------------------------
The Company may be involved in legal actions and claims arising in the
ordinary course of business, from time to time, none of which at this time are
considered to be material to the Company's business or financial condition.
The Company may file additional collection actions and be involved in
other litigation in the future.
ITEM 4. REMOVED AND RESERVED
----------------------------
-8-
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
----------------------------------------------------------------------------
The Company's common stock trades on the OTC Bulletin Board Market
under the symbol "WNYN." The range of high and low bid quotations for each
fiscal quarter within the last three fiscal years was as follows:
Year Ended June 30, 2010 HIGH LOW
-------------------------------------- --------- --------
First Quarter ended September 30, 2009 $0.0096 $0.005
Second Quarter ended December 31, 2009 $0.01 $0.006
Third Quarter ended March 31, 2010 $0.0085 $0.005
Fourth Quarter ended June 30, 2010 $0.006 $0.003
Year Ended June 30, 2009 HIGH LOW
-------------------------------------- --------- --------
First Quarter ended September 30, 2008 $0.0014 $0.007
Second Quarter ended December 31, 2008 $0.0105 $0.005
Third Quarter ended March 31, 2009 $0.009 $0.0062
Fourth Quarter ended June 30, 2009 $0.013 $0.0068
Year Ended June 30, 2008 HIGH LOW
-------------------------------------- --------- --------
First Quarter ended September 30, 2007 $0.025 $0.013
Second Quarter ended December 31, 2007 $0.017 $0.006
Third Quarter ended March 31, 2008 $0.008 $0.0032
Fourth Quarter ended June 30, 2008 $0.019 $0.0015
The above quotations reflect inter-dealer prices, without retail
markup, mark-down, or commission and may not necessarily represent actual
transactions.
The Company is authorized to issue 495,000,000 shares of common stock,
par value $0.001 per share, and 5,000,000 shares of preferred stock, par value
$0.001 per share. 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.
As of June 30, 2010, there were approximately 299 record holders of the
Company's common stock, not including shares held in "street name" in brokerage
accounts which are unknown. As of June 30, 2010, there were 340,579,815 shares
of common stock outstanding on record.
The Company has not declared or paid any cash dividends on its common
stock and does not anticipate paying dividends for the foreseeable future.
Effective July 10, 2003, the Company adopted the Warp 9, Inc. 2003
Stock Option Plan for Directors, Officers, Employees and Key Consultants (the
"Plan") authorizing the issuance of up to 25,000,000 shares of the Company's
common stock pursuant to the grant and exercise of up to 25,000,000 stock
options. The Plan has been approved by the holders of the outstanding shares of
the Company. The following table sets forth certain information regarding the
Plan as of June 30, 2010:
-9-
NUMBER OF SECURITIES
NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE EXERCISE REMAINING AVAILABLE FOR
ISSUED UPON EXERCISE OF PRICE OF OUTSTANDING STOCK FUTURE ISSUANCE UNDER EQUITY
OUTSTANDING STOCK OPTIONS OPTIONS COMPENSATION PLANS
-------------------------- -------------------------- -------------------------- ----------------------------
Equity compensation plans 3,240,000 $0.01 18,985,000
approved by security
holders
ITEM 6. SELECTED FINANCIAL DATA.
--------------------------------
None.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
--------------------------------------------------------------------------------
CAUTIONARY STATEMENTS
This Form 10-K contains financial projections and other
"forward-looking statements," as that term is used in federal securities laws,
about Warp 9 Inc.'s ("Warp 9" or the "Company") financial condition, results of
operations and business. These statements include, among others:
o statements concerning the potential for benefits that Warp 9,
Inc. ("W9" or the "Company") may experience from it's business
activities and certain transactions it contemplates or has
completed; and
o statements of W9's expectations, future plans and strategies,
anticipated developments and other matters that are not
historical facts. These statements may be made expressly in
this Form 10-K. You can find many of these statements by
looking for words such as "believes," "expects,"
"anticipates," "estimates," or similar expressions used in
this Form 10-K. These forward-looking statements are subject
to numerous assumptions, risks and uncertainties that may
cause the Company's actual results to be materially different
from any future results expressed or implied by the Company in
those statements. The most important facts that could prevent
the Company from achieving its stated goals include, but are
not limited to, the following:
-10-
(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; and
(j) failure of the relicensing or other commercialization
of the Roaming Messenger technology to produce
revenues or profits;
(k) aspects of the Company's business are not proprietary
and in general the Company is subject to inherent
competition;
(l) further dilution of existing shareholders' ownership
in Company; and
(m) uncollectible accounts and the need to incur expenses
to collect amounts owed to the Company.
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, and 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. The Company cautions you not to place undue reliance
on the statements, which speak only as of the date of this Form 10-K. 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 the Company 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-K or to reflect the occurrence of unanticipated events.
The following discussion should be read in conjunction with our
condensed consolidated financial statements and notes to those statements. In
addition to historical information, the following discussion and other parts of
this quarterly report contain forward-looking information that involves risks
and uncertainties.
-11-
CURRENT OVERVIEW
Warp 9 is a provider of e-commerce software platforms and services for
the retail and catalog industries. Our suite of software platforms are designed
to help multi-channel retailers maximize the Internet channel by applying our
technologies for online e-commerce, 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 e-commerce operation.
We charge our customers a recurring 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.
The Warp 9 Internet Commerce System ("ICS") is our flagship and highest
revenue product. We have also developed and deployed new products based on a
proprietary virtual publishing technology. These new products allow 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 sold this solution on a limited
basis while we continue to refine the product and technology. We believe there
could be many markets for our virtual catalog and magazine technology and we
expect to test market these new products in the future.
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 and we are sometimes able to capitalize on these
opportunities by bundling features for greater value and/or increased fees and
revenue.
A significant portion of the Company's revenues are from the ICS
product. During the fiscal year ending June 30, 2010, the ICS product accounted
for 64% of gross revenue. The monthly recurring fee for Warp 9 ICS is generally
variable with the growth of a client's online revenues. Therefore, when our
customers sell more online, our revenues and profit margin increase without
dramatic increase in costs. During the fiscal year ending June 30, 2010, the
professional services accounted for 24% of gross 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
-12-
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 YEAR ENDED JUNE 30, 2010 AS COMPARED TO THE YEAR
ENDED JUNE 30, 2009
REVENUE
Total revenue for the twelve month period ended June 30, 2010 decreased
by ($708,890) to $1,424,454 compared to $2,133,344 in the prior year, a decrease
of 33%. The difference is primarily due a decrease in recurring ICS fee and
professional services associated with site development fees, online marketing
and other services. The decrease in revenue was primarily driven by a reduction
in the number of clients due to the effects of the continued economic downturn
and the decrease in client budgets for e-commerce services.
COST OF REVENUE
The cost of revenue for the twelve month period ended June 30, 2010
decreased by ($24,803) or approximately 16% to $131,507, as compared to $156,310
for the twelve month period ended June 30, 2009. The decrease in the cost of
revenue was primarily due to a decrease in sales commissions.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative ("SG&A") expenses decreased by 3%
or ($50,027) during the twelve months ended June 30, 2010 to $1,570,797 as
compared to $1,620,824 for the twelve month period ended June 30, 2009. The
decrease in SG&A expenses was primarily due to a decrease in salary expenses
caused by a decrease in staffing, offset by expenses associated with the
relocation of the Company's corporate office and an increase in rent expense due
to disputed utility fees from the previous landlord.
RESEARCH AND DEVELOPMENT
Research and development expenses decreased by 50% or ($18,544) during
the twelve months ended June 30, 2010 to $18,333 as compared to $36,877 for the
twelve months ended June 30, 2009. The decrease was due to a current year
reduction in the Company's research and development activities.
DEPRECIATION AND AMORTIZATION
Expense related to depreciation and amortization was $32,794 or 50%
lower for the twelve months ended June 30, 2010 as compared to $66,053 for the
prior year. The decrease was due to many of the Company's fixed assets becoming
fully depreciated as of June 30, 2009, resulting in no current year depreciation
-13-
expense being recognized for those assets. This decrease was partially offset by
depreciation of new fixed assets acquired during the current year. The majority
of these new acquisitions occurred during the fourth quarter of the fiscal year
resulting in minimal amounts of current year depreciation expense being
recognized for these assets.
OTHER INCOME AND EXPENSE
Total other income and expense was 14% lower or $47,697 for the twelve
months ended June 30, 2010 as compared to $55,640 for the prior year. The
decrease was due to a 67% decrease in interest expense which resulted primarily
from significant reductions in the principal balances outstanding on the
Company's notes payable and capital lease obligations because of payments made
during the current year. This decrease in other expense was partially offset by
a 53% decrease in other income which resulted from the termination of a sublease
agreement that was outstanding for the majority of the year ended June 30, 2009,
and was terminated during the second quarter of the current fiscal year.
NET INCOME / (LOSS)
For the twelve months ended June 30, 2010, Warp 9's consolidated net
loss was ($181,518) as compared to a consolidated net income of $150,723 for the
twelve months ended June 30, 2009. This net loss is primarily due to the
decrease in the number of clients utilizing ICS combined with the recognition of
a deferred tax provision related to net operating loss carryforwards.
LIQUIDITY AND CAPITAL RESOURCES
Warp 9 had cash as of June 30, 2010 of $733,737 as compared to cash of
$849,508 as of June 30, 2009. Warp 9 had net working capital (i.e. the
difference between current assets and current liabilities) of $799,359 as of
June 30, 2010 as compared to a net working capital of $1,102,641 at June 30,
2009.
Cash flow provided by operating activities was $20,432 for the year
ended June 30, 2010 as compared to $290,864 for the year ended June 30, 2009.
Cash flow was positive during the year due to the collection of a significant
portion of accounts receivables.
Cash flow used by investing activities was ($94,496) for the year ended
June 30, 2010 as compared to cash flow used in investing activities of ($6,286)
for the year ended June 30, 2009, primarily as a result of the purchase of
additional computer and electrical equipment.
Cash flow used by financing activities was ($41,707) for the year ended
June 30, 2010 as compared to ($115,719) during the year ended June 30, 2009. The
decrease is primarily due to a reduction in payments and principal balance on a
note payable.
For the twelve months ended June 30, 2010, the Company's capital needs
have primarily been met from cash balances on hand.
While Warp 9 expects that its capital needs in the foreseeable future
may be met by cash-on-hand and projected positive cash-flow, there is no
assurance that the Company will be able to generate enough positive cash flow or
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 could become difficult for the
Company to obtain equipment leases and other business financing. There is no
assurance that Warp 9 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.
-14-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OF WARP 9, INC.
-------------------------------------------------------------------
WARP 9, INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2010 AND 2009
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
CONTENTS
PAGE
Report of Independent Registered Public Accounting Firm 16
Consolidated Balance Sheets 17
Consolidated Statements of Operations 18
Consolidated Statements of Shareholders' Equity 19
Consolidated Statements of Cash Flows 20
Notes to Consolidated Financial Statements 21-28
-15-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Warp 9, Inc.
Santa Barbara, California
We have audited the accompanying consolidated balance sheets of Warp 9, Inc. and
subsidiaries as of June 30, 2010 and 2009, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
two years in the period ended June 30, 2010. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Warp 9, Inc. and
subsidiaries as of June 30, 2010 and 2009, and the results of their operations
and their cash flows for each of the two years in the period ended June 30,
2010, in conformity with U.S. generally accepted accounting principles.
We were not engaged to examine management's assessment of the effectiveness of
Warp 9, Inc.'s internal control over financial reporting as of June 30, 2010,
included in Warp 9, Inc.'s Form 10-K and, accordingly, we do not express an
opinion thereon.
/s/ HJ Associates & Consultants, LLP
HJ Associates & Consultants, LLP
Salt Lake City, Utah
October 1, 2010
-16-
WARP 9, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
June 30, 2010 June 30, 2009
--------------- ---------------
ASSETS
CURRENT ASSETS
Cash $ 733,737 $ 849,508
Accounts Receivable, net 121,494 324,668
Prepaid and Other Current Assets 11,888 11,804
Current Portion of Deferred Tax Asset 162,500 165,167
--------------- ---------------
TOTAL CURRENT ASSETS 1,029,619 1,351,147
--------------- ---------------
PROPERTY & EQUIPMENT, at cost
Furniture, Fixtures & Equipment 89,485 89,485
Computer Equipment 625,032 561,889
Computer Software 20,033 9,476
Leasehold Improvements 19,746 -
--------------- ---------------
754,296 660,850
Less Accumulated Depreciation (654,435) (621,829)
--------------- ---------------
NET PROPERTY AND EQUIPMENT 99,861 39,021
--------------- ---------------
OTHER ASSETS
Deposits 16,449 9,749
Restricted Cash - 93,000
Internet Domain, net 1,753 891
Long Term Deferred Tax Asset 1,874,539 1,762,727
--------------- ---------------
TOTAL OTHER ASSETS 1,892,741 1,866,367
--------------- ---------------
TOTAL ASSETS $ 3,022,221 $ 3,256,535
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 74,049 $ 70,573
Credit Cards Payable 2,664 254
Accrued Expenses 61,600 87,194
Deferred Income 20,667 -
Note Payable, Other 37,082 33,916
Customer Deposit 34,198 48,431
Capitalized Leases, Current Portion - 8,138
--------------- ---------------
TOTAL CURRENT LIABILITIES 230,260 248,506
--------------- ---------------
LONG TERM LIABILITIES
Note Payable, Other 2,778 46,542
--------------- ---------------
TOTAL LONG TERM LIABILITIES 2,778 46,542
--------------- ---------------
TOTAL LIABILITIES 233,038 295,048
--------------- ---------------
SHAREHOLDERS' EQUITY
Common Stock, $0.001 Par Value;
495,000,000 Authorized Shares;
340,579,815 and 340,579,815 Shares Issued
and Outstanding , respectively 340,579 340,579
Additional Paid In Capital 6,906,525 6,897,311
Accumulated Deficit (4,457,921) (4,276,403)
--------------- ---------------
TOTAL SHAREHOLDERS' EQUITY 2,789,183 2,961,487
--------------- ---------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,022,221 $ 3,256,535
=============== ===============
The accompanying notes are an integral part
of these consolidated financial statements
-17-
WARP 9, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended
June 30, 2010 June 30, 2009
---------------- ----------------
REVENUE $ 1,424,454 $ 2,133,344
COST OF SERVICES 131,507 156,310
---------------- ----------------
GROSS PROFIT 1,292,947 1,977,034
---------------- ----------------
OPERATING EXPENSES
Selling, general and administrative expenses 1,570,797 1,620,824
Research and development 18,333 36,877
Stock option expense 9,214 11,129
Depreciation and amortization 32,794 66,053
---------------- ----------------
TOTAL OPERATING EXPENSES 1,631,138 1,734,883
---------------- ----------------
INCOME/(LOSS) FROM OPERATIONS BEFORE OTHER INCOME/(EXPENSE) (338,191) 242,151
---------------- ----------------
OTHER INCOME/(EXPENSE)
Interest income 37,414 40,489
Other income 17,515 37,208
Interest expense (7,232) (22,057)
---------------- ----------------
TOTAL OTHER INCOME/(EXPENSE) 47,697 55,640
---------------- ----------------
INCOME/(LOSS) FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES (290,494) (297,791)
---------------- ----------------
PROVISION FOR INCOME (TAXES)/BENEFIT
Income taxes paid, net (169) (6,254)
Income tax (provision)/benefit 109,145 (140,814)
---------------- ----------------
PROVISION FOR INCOME (TAXES)/BENEFIT 108,976 (147,068)
---------------- ----------------
NET INCOME/(LOSS) $ (181,518) $ 150,723
================ ================
BASIC AND DILUTED NET INCOME/(LOSS) PER SHARE $ (0.00) $ 0.00
================ ================
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED 340,579,815 340,579,815
================ ================
The accompanying notes are an integral part
of these consolidated financial statements
-18-
WARP 9, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 2010 AND 2009
Additional
Common Paid-in Accumulated
Shares Stock Capital Deficit Total
---------------- -------------- -------------- ------------- -------------
Balance, June 30, 2008 340,579,815 $ 340,579 $ 6,886,682 $ (4,427,126) $ 2,800,135
Stock option expense - - 11,129 - 11,129
Stock issuance cost - - (500) - (500)
Net Income - - - 150,723 150,723
---------------- -------------- -------------- ------------- -------------
Balance, June 30, 2009 340,579,815 340,579 6,897,311 (4,276,403) 2,961,487
Stock option expense - - 9,214 - 9,214
Net Loss - - - (181,518) (181,518)
---------------- -------------- -------------- ------------- -------------
Balance, June 30, 2010 340,579,815 $ 340,579 $ 6,906,525 $ (4,457,921) $ 2,789,183
================ ============== ============== ============= =============
The accompanying notes are an integral part
of these consolidated financial statements
-19-
WARP 9, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended
June 30, 2010 June 30, 2009
----------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss) $ (181,518) $ 150,723
Adjustment to reconcile net income/(loss) to net cash
provided by operating activities
Depreciation and amortization 32,794 66,053
Bad debt expense 10,839 83,784
Stock option expense 9,214 11,129
Change in assets and liabilities:
(Increase) Decrease in:
Accounts receivable 192,335 (117,532)
Prepaid and other current assets (84) 4,875
Deferred tax assets (109,145) 140,814
Restricted cash 93,000 -
Other assets (13,729) -
Increase (Decrease) in:
Accounts payable 5,886 (9,324)
Accrued expenses (25,594) (1,320)
Deferred income 20,667 (35,333)
Other liabilities (14,233) (3,005)
----------------- ----------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 20,432 290,864
----------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (94,496) (6,286)
----------------- ----------------
NET CASH USED IN INVESTING ACTIVITIES (94,496) (6,286)
----------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable (33,569) (84,346)
Payments on capitalized leases (8,138) (22,957)
Payments on line of credit - (7,916)
Proceeds from issuance of common stock, net of cost - (500)
----------------- ----------------
NET CASH USED IN FINANCING ACTIVITIES (41,707) (115,719)
----------------- ----------------
NET INCREASE/(DECREASE) IN CASH (115,771) 168,859
CASH, BEGINNING OF YEAR 849,508 680,649
----------------- ----------------
CASH, END OF YEAR $ 733,737 $ 849,508
================= ================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid $ 7,232 $ 22,057
================= ================
Taxes paid $ 1,600 $ 6,254
================= ================
The accompanying notes are an integral part
of these consolidated financial statements
-20-
WARP 9, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010 AND 2009
1. ORGANIZATION AND LINE OF BUSINESS
ORGANIZATION
Warp 9, Inc. (the "Company") is a Nevada corporation formerly known as
Roaming Messenger, Inc., formerly known as Latinocare Management
Corporation ("LMC"). On August 24, 2006, the Company's board of directors
and majority of shareholders voted to change the name of the Company from
Roaming Messenger, Inc. to Warp 9, Inc. to reflect a new strategic plan of
focusing primarily on the business of the Company's wholly-owned
subsidiary, Warp 9, Inc. (a Delaware corporation). The Company, based in
Goleta, California, began operations October 1, 1999. The Company is a
provider of fully hosted web based e-commerce software products.
LINE OF BUSINESS
Warp 9, Inc. is a provider of e-commerce platforms and services for the
catalog and retail industry. Its suite of software platforms is designed to
help online retailers maximize the Internet channel by applying advanced
technologies for online catalogs, e-mail marketing campaigns, and
interactive visual merchandising. Offered on a fully managed
Software-as-a-Service model, Warp 9 products allow customers to focus on
their core business, rather than technical implementations.
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.
The Consolidated Financial Statements include Warp 9, Inc. (the Company),
and its wholly-owned subsidiary ("Warp 9, Inc., a Delaware corporation").
All significant inter-company transactions are eliminated in consolidation.
ACCOUNTS RECEIVABLE
The Company extends credit to its customers, who are located primarily in
California. Accounts receivable are customer obligations due under normal
trade terms. The Company performs continuing credit evaluations of its
customers' financial condition. Management reviews accounts receivable on a
regular basis, based on contracted terms and how recently payments have
been received to determine if any such amounts will potentially be
uncollected. The Company includes any balances that are determined to be
uncollectible in its allowance for doubtful accounts. After all attempts to
collect a receivable have failed, the receivable is written off. The
balance of the allowance account at June 30, 2010 and 2009 are $161,924 and
$151,085, respectively.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the accompanying financial
statements. Significant estimates made in preparing these financial
statements include the allowance for doubtful accounts, the estimate of
useful lives of property and equipment, the deferred tax valuation
allowance, and the fair value of stock options and warrants. Actual results
could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.
REVENUE RECOGNITION
The Company recognizes income when the service is provided or when product
is delivered. We present revenue, net of customer incentives. Most of the
income is generated from monthly fees from clients who subscribe to the
Company's fully hosted web based e-commerce products on terms averaging
twelve months. Unless terminated accordingly with prior written notice, the
agreements automatically renew for another term.
We provide online marketing services that we purchase from third parties.
The gross revenue presented in our statement of operations is in accordance
with ASC 605-45.
We also offer professional services such as development services. The fees
for development services with multiple deliverables constitute a separate
unit of accounting in accordance with ASC 605-25, which are recognized as
the work is performed.
-21-
WARP 9, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010 AND 2009
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
REVENUE RECOGNITION (CONTINUED)
Upfront fees for development services or other customer services are
deferred until certain implementation or contractual milestones have been
achieved. The deferred revenue as of June 30, 2010 and 2009 was $20,667 and
$0, respectively.
For the fiscal year ended, June 30, 2010, monthly fee from web products and
associated service fees account for 66% of the Company's total revenues,
professional services account for 24% and the remaining 10% of total
revenues are from resale of third party products and services.
For the fiscal year ended, June 30, 2009, monthly fee from web products and
associated service fees account for 64% of the Company's total revenues,
professional services account for 28% and the remaining 8% of total
revenues are from resale of third party products and services
RETURN POLICY
On all service offerings such as web based e-commerce products there are no
returns. Monthly fees are assessed and revenue is recognized at the end of
every month, after service has been provided. Some higher paying customers
may have service level agreements where we guarantee system uptime such as
99.9% of the time per month. If we fall below the agreed upon level of
uptime, we shall credit one day of service fee for each hour our system is
down up to a maximum of one monthly fee. This guarantee only covers
downtime as a result of failure in the Company's hardware, software or
gross negligence. Historically, the Company has not had to issue any
credits for such returns.
COST OF REVENUE
Cost of revenue includes the direct costs of operating the Company's
network, including telecommunications charges and third party internet
marketing charges.
RESEARCH AND DEVELOPMENT
Research and development costs are expensed as incurred. Total research and
development costs were $18,333 and $36,877 for the years ended June 30,
2010 and 2009, respectively.
ADVERTISING COSTS
The Company expenses the cost of advertising and promotional materials when
incurred. Total advertising costs were $21,284 and $32,985 for the years
ended June 30, 2010 and 2009, respectively.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments, including cash and cash equivalents,
accounts receivable, accounts payable and accrued liabilities are carried
at cost, which approximates their fair value, due to the relatively short
maturity of these instruments. As of June 30, 2010 and 2009, the Company's
capital lease obligations and notes payable have stated borrowing rates
that are consistent with those currently available to the Company and,
accordingly, the Company believes the carrying value of these debt
instruments approximates their fair value.
PROPERTY AND EQUIPMENT AND DOMAIN NAME
Property and equipment are stated at cost, and are depreciated or amortized
using the straight-line method over the following estimated useful lives:
---------------------------------------------------------------------------
Depreciation
Furniture, fixtures & equipment 7 Years
Computer equipment 5 Years
Commerce server 5 Years
Computer software 3 - 5 Years
Leasehold improvements Length of the lease
Amortization
Domain Name 15 years
---------------------------------------------------------------------------
Depreciation expense related to property and equipment was $32,606 and
$65,882 for the years ended June 30, 2010 and 2009, respectively.
Amortization expense related to domain name was $188 and $171 for the years
ended June 30, 2010 and 2009, respectively.
-22-
WARP 9, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010 AND 2009
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Included in property and equipment are assets under capitalized leases with
an original cost of $218,179. Depreciation of assets under capitalized
leases is included in depreciation and amortization expense. During the
years ended June 30, 2010 and 2009, there were no additions to fixed assets
through capitalized leases.
CONCENTRATIONS OF BUSINESS AND CREDIT RISK
The Company operates in a single industry segment. The Company markets its
services to companies and individuals in many industries and geographic
locations. The Company's operations are subject to rapid technological
advancement and intense competition in the telecommunications industry.
CONCENTRATIONS OF BUSINESS AND CREDIT RISK (CONTINUED)
Accounts receivable represent financial instruments with potential credit
risk. The Company typically offers its customers credit terms. The Company
makes periodic evaluations of the credit worthiness of its enterprise
customers and other than obtaining deposits pursuant to its policies, it
generally does not require collateral. In the event of nonpayment, the
Company has the ability to terminate services.
STOCK-BASED COMPENSATION
The Company addressed 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 transactions are accounted for
using a fair-value-based method and recognized as expenses in our statement
of operations. There was no material impact on the Company's financial
statement of operations.
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 year ended June 30, 2010,
included compensation expense for the stock-based payment awards granted
prior to, but not yet vested, as of June 30, 2010 based on the grant date
fair value estimated. Stock-based compensation expense recognized in the
statement of income for the year ended June 30, 2010 is based on awards
ultimately expected to vest, or has been reduced for estimated forfeitures.
Forfeitures are 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 years ended June 30, 2010 and 2009 are
$9,214 and $11,129 respectively.
EARNINGS PER SHARE
The Company calculates earnings per share based on the basic and diluted
weighted average number of shares outstanding. Basic earnings per share
exclude dilution and is computed by dividing net income by the weighted
average number of shares outstanding for the period. Diluted earnings per
share reflects the potential dilution that could occur if stock options and
warrants to issue common stock were exercised or converted into common
stock. The dilutive effect of outstanding options issued by the Company
were not reflected in diluted earnings per share, because under the
provision of the treasury stock method, options will only have a dilutive
effect when the average market price of common stock during the period
exceeds the exercise price of the options. The Company's average market
price for common stock was less than the exercise price of all outstanding
stock options and warrants.
INCOME TAXES
The Company uses the liability method of accounting for income taxes.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to financial statements carrying amounts of
existing assets and liabilities and their respective tax bases and
operating loss and tax credit carry-forwards. The measurement of deferred
tax assets and liabilities is based on provisions of applicable tax law.
The measurement of deferred tax assets is reduced, if necessary, by a
valuation allowance based on the amount of tax benefits that, based on
available evidence, is not expected to be realized.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Management reviewed accounting pronouncements issued during the three
months ended June 30, 2010, and no pronouncements were adopted during the
period.
-23-
WARP 9, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010 AND 2009
3. NOTES PAYABLE
At June 30, 2007, the Company reclassified an accounts payable account to a
vendor in the amount of $154,429 to a note payable. The monthly payment on
the note is $3,342 per month and the note bears annual interest at the rate
of 10% per annum. At June 30, 2010 and 2009, the outstanding principal
balance was $39,860 and $80,458 respectively. The following is a schedule
of payments due for the next five years.
Year Ending
June 30,
2011 $ 37,082
2012 2,778
--------------
Total $ 39,860
==============
4. DEFERRED TAX BENEFIT
Deferred taxes are provided on a liability method whereby deferred tax
assets are recognized for deductible temporary differences and operating
loss and tax credit carry-forwards and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities and
their tax bases. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax
laws and rates on the date of enactment.
The provision (benefit) for income taxes for the year ended June 30, 2010
and 2009 consist of the following:
2010 2009
---------------- ----------------
Federal:
Current $ - $ -
Deferred (95,152) 122,760
State:
Current 169 6,254
Deferred (13,993) 11,800
---------------- ----------------
$ (108,976) $ 140,814
================ ================
Net deferred tax assets consist of the following components as of June 30,
2010 and 2009:
2010 2009
---------------- -----------------
Deferred Tax Assets:
NOL Carryforward $ 1,857,684 $ 1,737,058
Depreciation 16,854 25,669
R&D Carryforward 94,851 94,851
Accrued Vacation Payable 4,500 11,393
Allowance for Doubtful Accounts 63,150 58,923
Deferred Tax Liabilities: - -
Valuation Allowance - -
---------------- -----------------
Net Deferred Tax Asset $ 2,037,039 $ 1,927,894
================ =================
-24-
WARP 9, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010 AND 2009
4. DEFERRED TAX BENEFIT (Continued)
The income tax provision differs from the amount of income tax determined
by applying the U.S. federal and state income tax rate of 39% to pretax
income from continuing operations for the years ended June 30, 2010 and
2009 due to the following:
2010 2009
---------------- ----------------
Book Income/(Loss) $ (113,293) $ 116,138
State Income Taxes 169 6,254
Nondeductible Stock Compensation 3,594 4,340
Other 554 812
Related Party Accruals (6,894) (1,208)
Allowance for Bad Debt 4,227 32,676
Depreciation 3,151 14,933
Deductible loss on disposal (11,965) -
NOL Carryover 120,626 (167,691)
Valuation Allowance - -
---------------- ----------------
Income Tax Expense $ 169 $ 6,254
================ ================
5. 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 2007.
Deferred income taxes have been provided by temporary differences between
the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for tax purposes. To the extent allowed by
GAAP, we provide valuation allowances against the deferred tax assets for
amounts when the realization is uncertain. Included in the balances at June
30, 2010 and 2009, are no tax positions for which the ultimate
deductibility is highly certain, but for which there is uncertainty about
the timing of such deductibility. Because of the impact of deferred tax
accounting, other than interest and penalties, the disallowance of the
shorter deductibility period would not affect the annual effective tax rate
but would accelerate the payment of cash to the taxing authority to an
earlier period.
The Company's policy is to recognize interest accrued related to
unrecognized tax benefits in interest expense and penalties in operating
expenses. During the periods ended June 30, 2010 and 2009, the Company did
not recognize interest and penalties.
6. CAPITAL STOCK
At June 30, 2010, the Company's authorized stock consisted 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 per share. 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. .
7. STOCK OPTIONS AND WARRANTS
On July 10, 2003, the Company adopted the Warp 9, Inc. Stock Option Plan
for Directors, Executive Officers, and Employees of and Key Consultants to
the Company. This Plan, may issue 25,000,000 shares of common stock.
Options granted under the Plan could be either Incentive Options or
Nonqualified Options, and are administered by the Company's Board of
Directors. Each option may be exercisable in full or in installment and at
such time as designated by the Board. Notwithstanding any other provision
of the Plan or of any Option agreement, each option are to expire on the
date specified in the Option agreement, which date are to be no later than
the tenth anniversary of the date on which the Option was granted (fifth
anniversary in the case of an Incentive Option granted to a
greater-than-10% stockholder). The purchase price per share of the Common
Stock under each Incentive Option is to be no less than the Fair Market
Value of the Common Stock on the date the option was granted (110% of the
Fair Market Value in the case of a greater-than-10% stockholder). The
purchase price per share of the Common Stock under each Nonqualified Option
were to be specified by the Board at the
-25-
WARP 9, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010 AND 2009
7. STOCK OPTIONS AND WARRANTS (Continued)
time the Option was granted, and could be less than, equal to or greater
than the Fair Market Value of the shares of Common Stock on the date such
Nonqualified Option was granted, but were to be no less than the par value
of shares of Common Stock. The plan provided specific language as to the
termination of options granted hereunder.
The Company used the historical industry index to calculate volatility,
since the Company's stock history did not represent the expected future
volatility of the Company's common stock. The fair value of options granted
was determined using the Black Scholes method with the following
assumptions:
Years Ended
6/30/2010 6/30/2009
------------------------------------- --------------- -------------
Risk free interest rate 3.01% 3.2% - 5.07%
Stock volatility factor 186.29% 0.31% - 0.53%
Weighted average expected option life 8.5 - 9.5 years 4 years
Expected dividend yield none none
A summary of the Company's stock option activity and related information
follows:
Year ended Year ended
June 30, 2010 June 30, 2009
-------------------------------- --------------------------------
Weighted Weighted
average average
exercise exercise
Options price Options price
----------------- -------------- ---------------- ---------------
Outstanding -beginning of year 12,400,000 $ 0.02 14,350,000 $ 0.02
Granted 340,000 0.01 - -
Exercised - - - -
Forfeited (9,500,000) (0.01) (1,950,000) (0.02)
----------------- -------------- ---------------- ---------------
Outstanding - end of year 3,240,000 $ 0.01 12,400,000 $ 0.02
================= ============== ================ ===============
Exercisable at the end of year 3,125,704 $ 0.01 9,283,185 $ 0.02
================= ============== ================ ===============
Weighted average fair value of
options granted during the year $ 0.01 $ -
============== ===============
The Black Scholes option valuation model was developed for use in
estimating the fair value of traded options, which do not have vesting
restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions, including the
expected stock price volatility. Because the Company's employee stock
options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the
fair value of its employee stock options.
-26-
WARP 9, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010 AND 2009
7. STOCK OPTIONS AND WARRANTS (Continued)
The weighted average remaining contractual life of options outstanding
issued under the plan as of June 30, 2010 was as follows:
Weighted
Average
Number of remaining
Exercise options contractual
prices outstanding life (years)
------------------- ------------------ ------------------
$ 0.070 100,000 3.50
$ 0.080 50,000 1.51
$ 0.010 2,990,000 1.84
$ 0.008 100,000 7.84
------------------
3,240,000
==================
STOCK WARRANTS
During the years ended June 30, 2010 and 2009, the Company issued no
warrants for services. A summary of the Company's warrant activity and
related information follows:
Year End Year End
June 30, 2010 June 30, 2009
---------------------- ------------------------
Weighted Weighted
average average
exercise exercise
Options price Options price
---------------------- ------------------------
Outstanding -beginning of year 9,515,000 $ 0.11 9,515,000 $ 0.11
Granted - - - -
Exercised - - - -
Forfeited (15,000) (0.20) - -
Outstanding - end of year 9,500,000 $ 0.11 9,515,000 $ 0.11
------------------------------ ---------------------- ------------------------
8. LINE OF CREDIT
On January 30, 2009, the Company renewed its $100,000 revolving line of
credit from Bank of America at an annual interest rate of prime plus 2
percentage points. This line of credit is secured by assets of the Company.
The effective interest rate of the line of credit at June 30, 2010 was 9%.
As of June 30, 2010 and 2009, the balance was $0 and $0, respectively.
9. CONCENTRATIONS
For the year ended June 30, 2010, the Company had two customers who
represented approximately 35% of total revenue. For the year ended June 30,
2009, the Company had one customer who represented approximately 43% of
total revenue.
At June 30, 2010 accounts receivable from four customers represented
approximately 69% of total accounts receivable. At June 30, 2009 accounts
receivable from two customers represented approximately 26% of total
accounts receivable.
The Company has a concentration of credit risk for cash by maintaining
deposits with banks, which may at a time exceed insured amounts. At June
30, 2010 and 2009, the Company had bank balances exceeding the amount
insured by the U.S. Federal Deposit Insurance Corporation (FDIC).
-27-
WARP 9, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010 AND 2009
10. COMMITMENTS AND CONTINGENCIES
OPERATING LEASES
The Company moved to a new facility and signed a new operating lease for
five years as of May 1, 2010. The monthly lease payments per month begin at
$7,614 and will increase annually a minimum of 2% per Consumer Price Index.
The following is a schedule, by years, of future minimum rental payments
required under the operating leases for the facility for the next five
years. The lease of the facility expires in 2015.
Years Ending
June 30, Rent Payment
-----------------------------------------------
2011 $ 91,672
2012 $ 93,505
2013 $ 95,376
2014 $ 97,283
2015 $ 82,416
Total lease expense for the years ended June 30, 2010 and 2009 was $252,885
and $138,017, respectively. The Company is also required to pay its pro
rata share of taxes, building maintenance costs, and insurance in according
to the lease agreement.
RESTRICTED CASH
At June 30, 2009, the Company had restricted cash in the amount of $93,000,
which was used as collateral for a standby letter of credit in favor of the
landlord as part of the Company's lease agreement for its previous office
space at 50 Castilian Dr. Santa Barbara, CA 93117. This restricted cash was
used by the landlord during the year ended June 30, 2010. The Company is
disputing the fees charged by the landlord and has withheld the final rent
payment of $11,686 and has recorded a contingent liability of $50,062 in
accrued expenses for amounts being sought by the prior landlord.
LEGAL MATTERS
The Company may be involved in legal actions and claims arising in the
ordinary course of business, from time to time, none of which at the time
are considered to be material to the Company's business or financial
condition.
11. SUBSEQUENT EVENTS
Management has evaluated subsequent events according to ASC TOPIC 855 as of
the date of the financial statements and has determined there are no
subsequent events to be reported.
-28-
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
--------------------------------------------------------------------------------
None.
ITEM 9A(T). CONTROLS AND PROCEDURES
-----------------------------------
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other 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 June 30, 2010 (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.
The term "internal control over financial reporting" is defined as a
process designed by, or under the supervision of, the registrant's principal
executive and principal financial officers, or persons performing similar
functions, and effected by the registrant's board of directors, management and
other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:
o pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and
dispositions of the assets of the registrant;
o provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
that receipts and expenditures of the registrant are being
made only in accordance with authorizations of management and
directors of the registrant; and
o provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of
the registrant's assets that could have a material effect on
the financial statements.
-29-
MANAGEMENT'S ANNUAL REPORT ON 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.
Under the supervision and with the participation of the Company's
Chairman, Chief Executive Officer, and Acting Chief Financial Officer, the
Company conducted an evaluation of the effectiveness of its control over
financial reporting as of June 30, 2010. In making this assessment, management
used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in internal control-integrated framework. 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.
AUDITOR'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
This annual report does not include an attestation report of the
Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management's report in this annual report.
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 fiscal year that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS
The Company's management does not expect that its disclosure controls
or its internal control over financial reporting will prevent or detect all
error and all fraud. A control system, no matter how well designed and operated,
can provide only reasonable, not absolute, assurance that the control system's
objectives will be met. The design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Further, because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance
that misstatements due to error or fraud will not occur or that all control
issues and instances of fraud, if any, within the Company have been detected.
These inherent limitations include the realities that judgments in decision
making can be faulty and that breakdowns can occur because of simple error or
mistake. Controls can also be circumvented by the individual acts of some
persons, by collusion of two or more people, or management override of the
controls. The design of any system of controls is based in part on certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Projections of any evaluation of controls effectiveness to
future periods are subject to risks. Over time, controls may become inadequate
because of changes in conditions or deterioration in the degree of compliance
with policies or procedures.
-30-
ITEM 9B. OTHER INFORMATION
--------------------------
None
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
----------------------------------------------------------------
The following table lists the executive officers and directors of the
Company as of June 30, 2010:
NAME AGE POSITION
----------------------- --- ----------------------------------------
William E. Beifuss 66 Interim Chief Executive Officer,
President and Chairman of the Board
of Directors
Louie Ucciferri 49 Corporate Secretary, Acting Chief
Financial Officer
John C. Beifuss 41 Director
-----------------------
William E. Beifuss, Jr., age 66, became an independent director of the
Company on November 18, 2008 and became Chairman of the Board on December 11,
2008. On June 8, 2010 Mr. Beifuss accepted the position of interim President and
Chief Executive Officer of the Company. Mr. Beifuss is a business executive and
currently serves as Chief Executive Officer of Cumorah Capital, Inc., a private
investment company. From April 1992 to January 2006, Mr. Beifuss was Chief
Executive Officer of Coeur D'Alene French Baking Company. He served as a unit
committee chairman of Boy Scouts of America. Mr. Beifuss is the father of John
Charles Beifuss.
Louie Ucciferri, age 49, has been the Company's Corporate Secretary and
Acting Chief Financial Officer since October 15, 2006 and served as a director
of the Company from November 2003 to January 2009. He also served as Chairman of
the Board from October 15, 2006 until December 11, 2008. He is also the Chief
Executive Officer of Regent Capital Group, a FINRA registered broker dealer
dedicated to real estate investments. From 1995 to 2004, Mr. Ucciferri served as
the President of Westlake Financial Architects, a financial advisory firm he
founded in 1995 to provide financial and investment advisory services to early
stage companies. Since November 1998, he has also served as President of Camden
Financial Services, a FINRA registered broker dealer. Mr. Ucciferri received
Bachelors degrees in Economics and Sociology from Stanford University in 1983.
John C. Beifuss, age 41, became an independent director of the Company
on November 18, 2008. Mr. Beifuss is a business executive and has served as
Chief Executive Officer of Tri-County Auto Dismantlers since April 1992. Mr.
Beifuss is the son of William E. Beifuss, Jr.
-31-
Under the Nevada General Corporation Law and the Company's Articles of
Incorporation, as amended, the Company's directors will have no personal
liability to the Company or its stockholders for monetary damages incurred as
the result of the breach or alleged breach by a director of his "duty of care".
This provision does not apply to the directors' (i) acts or omissions that
involve intentional misconduct or a knowing and culpable violation of law, (ii)
acts or omissions that a director believes to be contrary to the best interests
of the corporation or its shareholders or that involve the absence of good faith
on the part of the director, (iii) approval of any transaction from which a
director derives an improper personal benefit, (iv) acts or omissions that show
a reckless disregard for the director's duty to the corporation or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the corporation or its shareholders, (v) acts or omissions
that constituted an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its shareholders, or
(vi) approval of an unlawful dividend, distribution, stock repurchase or
redemption. This provision would generally absolve directors of personal
liability for negligence in the performance of duties, including gross
negligence.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
BOARD COMMITTEES
The Board of Directors has not had an Audit Committee since February
2006 when Tom Djokovich, the sole member of the Audit Committee, resigned from
the Company's Board of Directors for personal reasons. Since then, the Company
has not reappointed an Audit Committee.
AUDITOR INDEPENDENCE
HJ Associates & Consultants, LLP ("HJ") has been the Company's
principal auditing accountant firm since August 2006. HJ provided other
non-audit services to the Company. The Company's Board of Directors has
considered whether the provisions of non-audit services are compatible with
maintaining HJ independence.
REPORT OF THE AUDIT COMMITTEE
In February 2006, the sole member of the Company's Audit Committee
resigned from the Board of Directors for personal reasons. The Company has not
reformed the Audit Committee since that time. Accordingly the Company has not
received any reports from an Audit Committee during the fiscal year ended June
30, 2010. The Company's full Board of Directors is presently performing the
functions of an Audit Committee until a new Audit Committee is formed in the
future.
CODE OF CONDUCT
The Company has adopted a Code of Conduct that applies to all of its
directors, officers and employees. Any waiver of the provisions of the Code of
Conduct for executive officers and directors may be made only by the Audit
Committee when formed or the full Board of Directors and, in the case of a
waiver for members of the Audit Committee, by the Board of Directors. Any such
waivers will be promptly disclosed to the Company's shareholders.
COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and certain persons who own more than 10% of a registered class of
the Company's equity securities (collectively, "Reporting Persons"), to file
reports of ownership and changes in ownership ("Section 16 Reports") with the
Securities and Exchange Commission (the "SEC"). Reporting Persons are required
by the SEC to furnish the Company with copies of all Section 16 Reports they
file.
-32-
Based solely on its review of the copies of such Section 16 Reports
received by it, or written representations received from certain Reporting
Persons, all Section 16(a) filing requirements applicable to the Company's
Reporting Persons during and with respect to the fiscal year ended June 30, 2010
have been complied with on a timely basis, except for Form 3 that were due to be
filed by William E. Beifuss and John C. Beifuss when they joined the Board of
Directors on November 18, 2008, and which are expected to be filed in the near
future
ITEM 11. EXECUTIVE COMPENSATION
-------------------------------
EXECUTIVE OFFICER COMPENSATION
The following summary compensation table sets forth certain information
concerning compensation paid to the Company's Chief Executive Officer and its
most highly paid executive officers (the "Named Executive Officers") whose total
annual salary and bonus for services rendered in all capacities for the year
ended June 30, 2010 was $100,000 or more.
SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL POSITION FISCAL SALARY BONUS OPTION AWARDS ALL OTHER TOTAL
YEAR COMPENSATION
---------------------------------------------------------------------------------------------------------
William E. Beifuss (1) 2010 $ 1 -0- -0- -0- $ 1
Chief Executive Officer,
President, and Chairman of the
Board
---------------------------------------------------------------------------------------------------------
Harinder Dhillon (2) 2010 $196,283 $22,476 -0- -0- $218,759
Resigned Chief Executive 2009 $200,000 $92,943 -0- -0- $292,943
Officer, President, and 2008 $200,000 $76,969 -0- -0- $276,969
director
---------------------------------------------------------------------------------------------------------
Louie Ucciferri (3) 2010 $ 30,000 -0- -0- -0- $ 30,000
Acting Chief Financial 2009 $ 30,000 -0- -0- -0- $ 30,000
Officer, Corporate Secretary 2008 $ 30,000 -0- -0- -0- $ 30,000
---------------------------------------------------------------------------------------------------------
(1) Mr. Beifuss receives $1 per year in consideration for his
services as an executive officer of the Company. Mr. Beifuss
did not receive any compensation in 2010 for his services as
the Chairman of the Board of Directors of the Company.
(2) Mr. Dhillon resigned as a company officer and director on and
effective June 8, 2010. The figures on the table represent his
compensation until June 8, 2010.
(3) Mr. Ucciferri receives $2,500 per month in consideration for
his services as an executive officer of the Company.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth information with respect to unexercised
stock options, stock that has not vested, and equity incentive plan awards held
by the Company's executive officers at June 30, 2010.
-33-
OPTION AWARDS
-------------------------------------------------------------------------------------------------------------
NAME NUMBER OF SECURITIES NUMBER OF SECURITIES OPTION EXERCISE OPTION EXPIRATION
UNDERLYING UNEXERCISED UNDERLYING UNEXERCISED PRICE DATE
OPTIONS EXERCISABLE UNEARNED OPTIONS
-------------------------------------------------------------------------------------------------------------
Louie Ucciferri 2,500,000(1) - 0 - $0.01 October 16, 2011
Acting Chief Financial
Officer and Corporate
Secretary
------------------------
(1) On October 16, 2006, Mr. Ucciferri received stock options to purchase
2,500,000 shares of common stock, at an exercise price of $0.01 per share,
in consideration for his services to the Company. These stock options
vested in equal monthly installments over a twelve month period and are
fully vested.
OPTION EXERCISES AND STOCK VESTED
None of the Company's executive officers exercised any stock options or
acquired stock through vesting of an equity award during the fiscal year ended
June 30, 2010.
DIRECTOR COMPENSATION
The Company's independent directors did not receive any compensation
for their services rendered to the Company during the fiscal year ended June 30,
2010. The compensation paid to the Company's non-independent directors is
reflected in the above table entitled Summary Compensation Table.
EMPLOYMENT AGREEMENTS
The Company has not entered into any employment agreements with its
executive officers to date. The Company may enter into employment agreements
with them in the future.
STOCK OPTION PLAN
On July 10, 2003, the Board of Directors of the Company adopted the
2003 Stock Option Plan for Directors, Executive Officers, Employees and Key
Consultants of the Company (the "2003 Plan"). The 2003 Plan was ratified by the
shareholders of the Company by written consent effective August 25, 2003. The
2003 Plan authorizes the issuance of up to 25,000,000 shares of the Company's
common stock pursuant to the grant and exercise of up to 25,000,000 stock
options. To date, 3,240,000 options to purchase 3,240,000 shares of common stock
at a volume weighted average price of $0.01 per share granted under the 2003
Plan are outstanding. To date, 2,775,000 options have been exercised.
-34-
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
--------------------------------------------------------------------------------
The following table sets forth the names of our executive officers and
directors and all persons known by us to beneficially own 5% or more of the
issued and outstanding common stock of Warp 9 at September 23, 2010. 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 September 23, 2010 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
340,579,815 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.
NAME, TITLE NUMBER OF SHARES PERCENTAGE
AND ADDRESS BENEFICIALLY OWNED (1) OWNERSHIP
------------------------------------------ ---------------------- ----------
William E. Beifuss
Interim Chief Executive Officer,
President of Warp 9 Inc. 17,024,314 4.99%
Chairman of the Board
Louie Ucciferri (2)
Acting Chief Financial Officer, Corporate
Secretary 5,500,000 *
All current Executive Officers as a Group 22,524,314 6.56%
William E. Beifuss
Chairman of the Board 17,024,314 4.99%
John C. Beifuss
Director 5,000,000 1.47%
All current Directors who are not
Executive Officers as a Group 22,024,314 6.46%
Jonathan Lei
7127 Hollister Avenue, #25A
Santa Barbara, California 93117 86,969,525 25.54%
-------------------------------------------
*Indicates beneficial ownership of less than 1%.
(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. The total number of issued and
outstanding shares and the total number of shares owned by each person does
not include unexercised warrants and stock options, and is calculated as of
September 23, 2010.
(2) Includes 2,500,000 shares which may be purchased pursuant to stock options
that are exercisable within 60 days of September 23, 2010.
-35-
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
--------------------------------------------------------------------------------
None.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
-----------------------------------------------
HJ Associates & Consultants, LLP ("HJ") has been the Company's
principal auditing accountant firm since August 2006. HJ provided other
non-audit services to the Company. The Company's Board of Directors has
considered whether the provisions of non-audit services are compatible with
maintaining HJ independence.
AUDIT FEES
An aggregate of $49,500 was billed by our auditors for the following
professional services: audit of the annual financial statement of the Company
for the fiscal year ended June 30, 2010, and review of the interim financial
statements included in quarterly reports on Form 10-Q for the periods ended
September 30, 2009, December 31, 2009, and March 31, 2010.
An aggregate of $43,500 was billed by our auditors for the following
professional services: audit of the annual financial statement of the Company
for the fiscal year ended June 30, 2009, and review of the interim financial
statements included in quarterly reports on Form 10-QSB for the periods ended
September 30, 2008 December 31, 2008, and March 31, 2009.
TAX FEES
Our auditors billed the Company $1,300 for tax preparation services
during the fiscal year ended June 30, 2010.
Our auditors billed the Company $2,583 for tax preparation services
during the fiscal year ended June 30, 2009.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
---------------------------------------------------
(a) Exhibits
EXHIBIT 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)
4.3 Convertible Debenture dated December 28, 2005 (3)
4.4 Form of $0.08 Warrant (3)
4.5 Form of $0.10 Warrant (3)
4.6 Form of $0.12 Warrant (3)
5.1 Opinion of Sichenzia Ross Friedman Ference LLP(3)
10.1 First Agreement and Plan of Reorganization between Latinocare Management Corporation,
a Nevada corporation, and Warp 9, Inc., a Delaware corporation (4)
10.2 Second Agreement and Plan of Reorganization between Latinocare Management Corporation,
a Nevada corporation, and Warp 9, Inc., a Delaware corporation (5)
10.3 Exchange Agreement and Representations for shareholders of Warp 9, Inc.(4)
10.4 Securities Purchase Agreement dated as of March 28, 2005 between Roaming Messenger,
Inc. and Wings Fund, Inc.(6)
-36-
10.5 Periodic Equity Investment Agreement dated as of March 28, 2005 between Roaming
Messenger, Inc. and Wings Fund, Inc.(6)
10.6 Registration Rights Agreement dated as of March 28, 2005 between Roaming Messenger,
Inc. and Wings Fund, Inc.(6)
10.7 Securities Purchase Agreement dated December 28, 2005 between the Company and Cornell
Capital Partners LLP (3)
10.8 Investor Registration Rights Agreement dated December 28, 2005 (3)
10.9 Insider Pledge and Escrow Agreement dated December 28, 2005 by and among the Company,
Cornell and David Gonzalez as escrow agent (3)
10.10 Security Agreement dated December 28, 2005 by and between the Company and Cornell (3)
10.11 Escrow Agreement Dated December 28, 2005 by and among the Company, Cornell and David
Gonzalez, as Escrow Agent (3)
10.12 Irrevocable Transfer Agent Instructions (3)
10.13 Exclusive Technology License Agreement, dated September 18, 2006 (8)
10.14 Subscription Agreement with Zingerang Inc., dated September 18, 2006 (8)
10.15 Termination of License Agreement with Carbon Sciences, Inc., dated April 2, 2007 (9)
10.16 Completion of Securities Purchase Agreement dated December 28, 2005 between the
Company and Cornell Capital Partners LLP (10)
21.1 List of Subsidiaries (7)
31.1 Section 302 Certification of Principal Executive Officer
31.2 Section 302 Certification of Principal Financial/Accounting Officer
32.1 Section 906 Certification of Principal Executive Officer
32.2 Section 906 Certification of Principal Financial/Accounting Officer
-----------------
(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 in the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on December 29, 2005.
(4) Incorporated by reference from the exhibits included with the Company's prior Report on Form SC
14F1 filed with the Securities and Exchange Commission, dated April 8, 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 30, 2003.
(6) Incorporated by reference to exhibits filed with the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission dated March 30, 2005.
(7) Incorporated by reference to the exhibits filed with the Company's prior Annual Report on Form
10-KSB/A filed with the Securities and Exchange Commission, dated October 12, 2007.
(8) Incorporated by reference to exhibits filed with the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission, dated September 22, 2005.
(9) Incorporated by reference to exhibits filed with the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission, dated May 8, 2007.
(10) Incorporated by reference to exhibits filed with the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission, dated June 10, 2008.
-37-
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: October 1, 2010 WARP 9, INC.
By: \s\ William E. Beifuss
-----------------------------------------------
William E. Beifuss,
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\ William E. Beifuss Dated: October 1, 2010
--------------------------------------
William E. Beifuss, Chairman
BY: \s\ Louie Ucciferri Dated: October 1, 2010
--------------------------------------
Louie Ucciferri, Corporate Secretary
Acting Chief Financial Officer
(Principal Financial/accounting Officer)
BY: \s\ John C. Beifuss Dated: October 1, 2010
--------------------------------------
John C. Beifuss, Director
-38-