UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Warp 9, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
934639 10-10
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(CUSIP Number)
Andrew Van Noy
1933 Cliff Drive, Suite 11, Santa Barbara, California 93109
800-964-3313
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 18, 2014
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
SCHEDULE 13D
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Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON:
Zachary M. Bartlett
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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Number of 7 SOLE VOTING POWER
Shares 23,918,652
Beneficially --------------------------------------------------------
owned by 8 SHARED VOTING POWER
Each 0
Reporting --------------------------------------------------------
Person 9 SOLE DISPOSITIVE POWER
with 23,918,652
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,918,652 shares of common stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.9% Common Stock
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14 TYPE OF REPORTING PERSON IN
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Page 3 of 5 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of common stock,
$0.001 par value, of Warp 9, Inc., a Nevada corporation ("W9"). The address of
the principal executive offices of W9 is 1933 Cliff Drive, Suite 11, Santa
Barbara, California 93109.
ITEM 2. IDENTITY AND BACKGROUND.
This statement on Schedule 13D is being filed on behalf of Zachary M.
Bartlett ("ZMB"), an individual. The address of ZMB is 1187 Coast Village Road,
#294, Santa Barbara, California 93108.
ZMB has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
ZMB has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ZMB purchased 23,918,652 shares of the common stock of W9 for $370,739
on February 18, 2014 as a personal investment, using his personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
On February 18, 2014, ZMB acquired 23,918,652 shares of the common
stock of W9 for $370,739 as an investment.
ZMB does not currently have any plans or proposals, either individually
or collectively with another person, which relates to or would result in:
(a) The acquisition by any person of additional securities of W9, or
the disposition of securities of W9.
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving W9 or any of its subsidiaries.
(c) A sale or transfer of a material amount of assets of W9 or any of
its subsidiaries.
(d) Any change in the present board of directors or management of W9,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board.
(e) Any material change in the present capitalization or dividend
policy of W9.
(f) Any other material change in W9's business or corporate structure.
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Page 4 of 5 Pages
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(g) Changes in W9's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of W9 by
any person.
(h) Causing a class of securities of W9 to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
system of a registered national securities association.
(i) A class of equity securities of W9 becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act.
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The percentages of outstanding shares of W9 common stock reported below
are based on the statement that as of February 18, 2014, there were 96,135,126
shares of W9 common stock outstanding.
(a) ZMB beneficially owns or may be deemed to beneficially own shares
of W9 common stock as follows:
No. of Shares % of Class
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Common Shares 23,918,652 24.9%
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23,918,652 24.9%
(b) For information regarding the number of shares of W9 common stock
as to which ZMB holds or shares or may be deemed to hold, reference is made to
items (7) - (12) of the cover page for this statement on Schedule 13D.
(c) Other than as set forth herein, there have been no transactions in
shares of W9 common stock effected by ZMB during the past 60 days.
(d) No person other than ZMB has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of W9 common stock reported as being beneficially owned (or which may be
deemed to be beneficially owned) by ZMB.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
ZMB has no contracts, arrangements, understandings or relationships
(legal or otherwise) with other persons with respect to the securities of W9,
other than as described in this statement on Schedule 13D. ZMB is currently an
officer and director of W9.
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Page 5 of 5 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 24, 2014
/s/ Zachary M. Bartlett
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Zachary M. Bartlett