Sec Form 13D Filing - LEI JONATHAN L filing for AIADVERTISING INC (AIAD) - 2014-02-24

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934


                                  Warp 9, Inc.
                                 --------------
                                (Name of Issuer)

                         Common Stock, $0.001 par value
                          ----------------------------
                         (Title of Class of Securities)


                                  934639 10-10
                          ---------------------------
                                 (CUSIP Number)

                                 Andrew Van Noy
           1933 Cliff Drive, Suite 11, Santa Barbara, California 93109
                                  800-964-3313
                  --------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                February 18, 2014
              -----------------------------------------------------
             (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

                                                      --------------------------
                                                               Page 2 of 5 Pages
                                                      --------------------------

--------------------------------------------------------------------------------
1        NAME OF REPORTING PERSON:

         Jonathan L. Lei
--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a) [   ]
                                                                     (b) [   ]
--------------------------------------------------------------------------------
3        SEC USE ONLY

--------------------------------------------------------------------------------
4        SOURCE OF FUNDS   N/A

--------------------------------------------------------------------------------
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEMS 2(d) or 2(e)                                            [   ]
--------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION

         United States of America
--------------------------------------------------------------------------------

           Number of           7        SOLE VOTING POWER
            Shares                      4,100,511
         Beneficially          -------------------------------------------------
           owned by            8        SHARED VOTING POWER
             Each                       0
           Reporting           -------------------------------------------------
            Person             9        SOLE DISPOSITIVE POWER
             with                       4,100,511
                               -------------------------------------------------
                               10       SHARED DISPOSITIVE POWER
                                        0

--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         4,100,511 shares of common stock
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                            [  ]
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         4.27% Common Stock
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON   IN
--------------------------------------------------------------------------------





                                                      --------------------------
                                                               Page 3 of 5 Pages
                                                      --------------------------

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 Jonathan L.
Lei  ("Lei"),  an  individual.  The  address  of Lei is 195  Highway  50,  #104,
Stateline, Nevada, 89449.

         Lei has not,  during the last five years,  been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).

         Lei 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.

         N/A

ITEM 4.  PURPOSE OF TRANSACTION.

         On  February  18,  2014,  Lei  disposed of  14,893,905  shares of W9 to
satisfy $205,000 of obligations owed by his personal  investment  company.  This
reduced his holdings from 18,994,416 to 4,100,511.

         Lei 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.




                                                      --------------------------
                                                               Page 4 of 5 Pages
                                                      --------------------------

         (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) Lei  beneficially  owns or may be deemed to beneficially own shares
of W9 common stock as follows:

                                    No. of Shares           % of Class
                                    -----------------       -------------
         Common Shares              4,100,511                  4.27%
                                    -----------------       -------------
                                    4,100,511                  4.27%

         (b) For  information  regarding the number of shares of W9 common stock
as to which Lei 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 Lei during the past 60 days.

         (d) No person  other  than Lei 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 Lei.

         (e)  Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.

         Lei 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.




                                                      --------------------------
                                                               Page 5 of 5 Pages
                                                      --------------------------

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 20, 2014



                              /s/ Jonathan L. Lei
                              --------------------------------------------
                              Jonathan L. Lei