Edgar Filing: Mysogland Ernest C

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Mysogland Ernest C

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2004

3. Issuer Name and Ticker or Trading Symbol
WARP TECHNOLOGY HOLDINGS INC [WARP]

(Last)

(First)

(Middle)

258 OLD SPRING ROAD

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Legal Officer

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

FAIRFIELD,Â CTÂ 06824

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	389,444	I	By ISIS Acquisition Partners II LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
B-2 Investor Warrants	04/04/2005	08/04/2009	Common Stock	125,000	$ 1	I	By ISIS Acquisition Partners II LLC
B-2 Investor Warrants	04/04/2005	09/30/2009	Common Stock	250,000	$ 1	I	By ISIS Acquisition Partners II LLC
Series C Investor Warrants	Â ⁽¹⁾	03/31/2010	Common Stock	287,795	$ 1.25	I	By ISIS Acquisition Partners II LLC
Series C Investor Warrants	Â ⁽¹⁾	03/31/2010	Common Stock	240,553	$ 1.25	I	By ISIS Acquisition Partners LLC
Series C Investor Warrants	Â ⁽¹⁾	03/31/2010	Common Stock	1,284,913	$ 1.25	I	By ISIS Capital Management, LLC
Options	Â ⁽²⁾	08/04/2014	Common Stock	50,228	$ 6.75	D	Â
Options	Â ⁽²⁾	08/04/2014	Common Stock	200,914	$ 6.75	I	By ISIS Capital Management, LLC
Series C Preferred Stock	Â ⁽¹⁾	03/31/2008	Common Stock	287,795	$ 1	I	By ISIS Acquisition Partners II LLC
Series C Preferred Stock	Â ⁽¹⁾	03/31/2008	Common Stock	240,553	$ 1	I	By ISIS Acquisition Partners LLC
Series C Preferred Stock	Â ⁽¹⁾	03/31/2008	Common Stock	1,284,913	$ 1	I	By ISIS Capital Management, LLC

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Mysogland Ernest C 258 OLD SPRING ROAD FAIRFIELD,Â CTÂ 06824	Â	Â X	Â Chief Legal Officer	Â

Signatures

Ernest C. Mysogland		04/11/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Exercisable after more than 60 day notice.
(2)	Subject to vesting, more than 60 days.

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