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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(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  
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  

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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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