Sec Form 13D Filing - Wings Fund INC. 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, CA 93109
                                 (805) 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:

         Wings Fund, Inc., a Nevada corporation
--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             (a) [   ]
                                                                      (b) [   ]
--------------------------------------------------------------------------------
3        SEC USE ONLY

--------------------------------------------------------------------------------
4        SOURCE OF FUNDS

--------------------------------------------------------------------------------
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                      3,384,528
         Beneficially          -------------------------------------------------
           owned by            8        SHARED VOTING POWER
             Each                       0
           Reporting           -------------------------------------------------
            Person             9        SOLE DISPOSITIVE POWER
             with                       3,384,528
                               -------------------------------------------------
                               10       SHARED DISPOSITIVE POWER
                                        0
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         3,384,528 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)

         3.52% of Common Stock
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON   CO
--------------------------------------------------------------------------------




                                                      --------------------------
                                                               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.  The  address of the
principal  executive  offices of Warp 9 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 Wings Fund,
Inc., a Nevada  corporation.  The address of the principal  executive offices of
Wings Fund is 5662 Calle Real #115, Santa Barbara, California 93117.

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

         Wings Fund 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.

         Wings Fund sold 23,918,652  shares on February 18, 2014 for $370,739.11
to a director and vice president of operations of Warp 9.

ITEM 4.  PURPOSE OF TRANSACTION.

         Wings  Fund  does not  currently  have any plans or  proposals,  either
individually  or  collectively  with  another  person,  which relate to or would
result in:

         (a) The acquisition by any person of additional securities of Warp 9 or
the disposition of securities of Warp 9.

         (b)  An  extraordinary   corporate  transaction,   such  as  a  merger,
reorganization or liquidation, involving Warp 9 or any of its subsidiaries.

         (c) A sale or transfer of a material  amount of assets of Warp 9 or any
of its subsidiaries.

         (d) Any change in the present  board of directors or management of Warp
9, including any plans or proposals to change the number or term of directors or
to fill any existing  vacancies on the board,  other than as mutually  agreed by
Wings Fund and Warp 9.

         (e) Any  material  change in the  present  capitalization  or  dividend
policy of Warp 9.

         (f) Any  other  material  change  in Warp  9's  business  or  corporate
structure.

         (g) Changes in Warp 9's charter,  bylaws or  instruments  corresponding
thereto or other actions which may impede the  acquisition  of control of Warp 9
by any person.




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

         (h)  Causing  a class of  securities  of Warp 9 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 Warp 9  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 in (a) through
(i).

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

         The  percentages of outstanding  shares of Warp 9 common stock reported
below are  based on the  statement  that as of  February  18,  2014  there  were
96,135,126 shares of Warp 9 common stock outstanding.

         (a) Wings Fund  beneficially  owns or may be deemed to beneficially own
shares of Warp 9 common stock as follows:

                                    No. of Shares            % of Class
                                    -----------------        -------------
         Common Shares              3,384,528                3.52%
                                    -----------------        -------------
                                    3,384,528                3.52%

         (b) For  information  regarding  the  number of shares of Warp 9 common
stock as to which Wings Fund holds 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 Warp 9 common stock effected by Wings Fund during the past 60 days.

         (d) No person  other  than  Wings  Fund 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 Warp 9 common stock reported as being beneficially owned (or which
may be deemed to be beneficially owned) by Wings Fund.

         (e)  Not applicable.

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

         Wings  Fund  has  no   contracts,   arrangements,   understandings   or
relationships  (legal or  otherwise)  with  other  persons  with  respect to the
securities of Warp 9, 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 19, 2014



                                     /s/ James L. Bartlett
                                     ------------------------------------------
                                     James L. Bartlett, CEO