Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person *
Bienvenu Rodney A
 2. Issuer Name and Ticker or Trading Symbol
WARP TECHNOLOGY HOLDINGS INC [WARP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)

11 RIVER ROAD, UNIT 109		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2005
(Street)


COS COB, CT 06807		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Note $ 1 04/01/2005   C4   1 04/01/2005   (2) Series C Preferred Stock
287,795
(3) 0
I
By ISIS Acquisition Partners II LLC
Series C Convertible Note $ 1 04/01/2005   C4   1 04/01/2005   (2) Warrants to acquire common stock (right to buy)
287,795
(3) 0
I
By ISIS Acquisition Partners II LLC
Series C Convertible Preferred Stock $ 1 04/01/2005   C4 287,795     (1) 03/31/2008 Common Stock
287,795
(4) 287,795
I
By ISIS Acquisition Partners II LLC
Warrants to acquire common stock (right to buy) $ 1.25 04/01/2005   C4 287,795     (1) 03/31/2010 Common Stock
287,795
(4) 287,795
I
By ISIS Acquisition Partners II LLC
Series C Convertible Note $ 1 04/01/2005   C4   1 04/01/2005   (2) Series C Preferred Stock
240,553
(5) 0
I
By ISIS Acquisition Partners LLC
Series C Convertible Note $ 1 04/01/2005   C4   1 04/01/2005   (2) Warrants to Acquire Common Stock (Right to buy)
240,553
(5) 0
I
By ISIS Acquisition Partners LLC
Series C Convertible Preferred Stock $ 1 04/01/2005   C4 240,553     (1) 03/31/2008 Common Stock
240,553
(6) 240,553
I
By ISIS Acquisition Partners LLC
Warrants to acquire common stock (right to buy) $ 1.25 04/01/2005   C4 240,553     (1) 03/31/2010 Common Stock
240,553
(6) 240,553
I
By ISIS Acquisition Partners LLC
Series C Convertible Note $ 1 04/01/2005   C4   1 04/01/2005   (2) Series C Preferred Stock
1,284,913
(7) 0
I
By ISIS Capital Management LLC
Series C Convertible Note $ 1 04/01/2005   C4   1 04/01/2005   (2) Warrants to Acquire Common stock (right to buy)
1,284,913
(7) 0
I
By ISIS Capital Management LLC
Series C Convertible Preferred Stock $ 1 04/01/2005   C4 1,284,913     (1) 03/31/2008 Common Stock
1,284,913
(8) 1,284,913
I
By ISIS Capital Management LLC
Warrants to acquire common stock (right to buy) $ 1.25 04/01/2005   C4 1,284,913     (1) 03/31/2005 Common Stock
1,284,913
(8) 1,284,913
I
By ISIS Capital Management LLC

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bienvenu Rodney A
11 RIVER ROAD, UNIT 109
COS COB, CT 06807		   X   X   Chief Executive Officer  

Signatures

Rodney A Bienvenu 08/16/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Immediate
(2) No expiration date
(3) The reported securities are included within a unit purchased by the reporting person for $284,945. The unit consisted of a promissory note, convertible, after inclusion of interest, into 287,795 shares of Series C Convertible Preferred Stock and a warrant to acquire 287,795 shares of common stock.
(4) The reporting person converted Series C Convertible Notes, on April 1, 2005, into shares of Series C Convertible Preferred Stock and warrants to acquire common stock.
(5) The reported securities are included within a unit purchased by the reporting person for $238,174. The unit consisted of a promissory note, convertible, after inclusion of interest, into 240,553 shares of Series C Convertible Preferred Stock and a warrant to acquire 240,553 shares of common stock.
(6) The reporting person converted Series C Convertible Notes, on April 1, 2005, into shares of Series C Convertible Preferred Stock and warrants to acquire common stock.
(7) The reported securities are included within a unit purchased by the reporting person for $1,272,191. The unit consisted of a promissory note, convertible, after inclusion of interest, into 1,284,912 shares of Series C Convertible Preferred Stock and a warrant to acquire 1,284,913 shares of common stock.
(8) The reporting person converted Series C Convertible Notes, on April 1, 2005, into shares of Series C Convertible Preferred Stock and warrants to acquire common stock.

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