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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(Print or Type Responses)

1. Name and Address of Reporting Person *   Bienvenu Rodney A 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) 11 RIVER ROAD UNIT 109 4. 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 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) COS COB, CT 06807 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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	  (1)	03/31/2010	Common Stock	287,795	$ 1.25	I	By ISIS Acquisition Partners II LLC
Series C Investor Warrants	  (1)	03/31/2005	Common Stock	240,553	$ 1.25	I	By ISIS Acquisition Partners LLC
Series C Investor Warrants	  (1)	03/31/2005	Common Stock	1,284,913	$ 1.25	I	By ISIS Capital Management, LLC
Options	  (2)	08/04/2014	Common Stock	150,686	$ 6.75	D	Â
Options	  (2)	08/04/2014	Common Stock	200,914	$ 6.75	I	By ISIS Capital Management, LLC
Series C Preferred Stock	  (1)	03/31/2008	Common Stock	287,795	$ 1	I	By ISIS Acquisition Partners II LLC
Series C Preferred Stock	  (1)	03/31/2008	Common Stock	240,553	$ 1	I	By ISIS Acquisition Partners LLC
Series C Preferred Stock	  (1)	03/31/2008	Common Stock	1,284,913	$ 1	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	Â

Signatures

Rodney A Bienvenu, Jr.		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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