SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 8-K
                                 CURRENT REPORT
                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): April 5, 2005

                         WARP TECHNOLOGY HOLDINGS, INC.
                         ------------------------------
               (Exact Name of Registrant as Specified in Charter)

     Nevada                     000-33197                     88-0467845
-------------------        --------------------           --------------------
    (State of             (Commission File No.)                (I.R.S.
  Incorporation)                                               Employer
                                                            Identification
                                                               Number)


                151 Railroad Avenue, Greenwich, Connecticut 06830
                -------------------------------------------------

                    (Address of Principal Executive Offices)

                                 (203) 422-2950
                                  -------------

              (Registrant's Telephone Number, including area code)

     -----------------------------------------------------------------------
 
Section 7. Regulation FD.

ITEM 7.01. Regulation FD Disclosure.

Warp Technology Holdings, Inc. has issued the press release that is attached
hereto as, and is hereby incorporated by this reference from, Exhibit 99.01. The
information in this Report on Form 8-K, including the exhibit hereto, shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act 1934, as amended, or otherwise subject to the liabilities of that Section or
Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The
information contained herein and in the accompanying exhibit shall not be
incorporated by reference into any filing with the U.S. Securities and Exchange
Commission made by Warp Technology Holdings, Inc., whether made before or after
the date hereof, regardless of any general incorporation language in such
filings.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

       (c)  Exhibits.

Exhibit
Number                           Exhibit
------                           -------

99.01#                        Press Release

# Filed herewith.








                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                         Warp Technology Holdings, Inc.

Dated: April 5, 2005

                                    By: /s/ Ernest C. Mysogland
                                    ------------------------------
                                    Name: Ernest C. Mysogland
                                    Title: Executive Vice President,
                                          Chief Legal Officer and Secretary









                                  EXHIBIT INDEX


EXHIBIT NUMBER DESCRIPTION

99.01 Press Release