SecProbe.io

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Mail Stop 4-6

								March 1, 2005

Via facsimile:  203-422-5329

Ernest Mysogland
General Counsel
Warp Technology Holdings, Inc.
151 Railroad Avenue
Greenwich, Connecticut  06830

	Re:    	Warp Technology Holdings, Inc.
		Preliminary Information Statement
		Filed on February 10, 2005

		Form 10-K for the period ended June 30, 2004
		Form 10-Q for the period ended September 30, 2004
		File No. 0-33197

Dear Mr. Mysogland:

   We have limited review of your above-referenced filing to the
disclosure concerning the proposal to increase authorized shares
of
common stock and the financing agreements relating to the
acquisition
of Gupta Technologies, LLC and to the controls and procedure
disclosure in the Form 10-K for the period ended June 30, 2004 and
have the following comments.  Where indicated, we think you should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

   Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

   Notice to Shareholders
1. In the notice to stockholders describe briefly the relationship
between the proposal to increase authorized shares of common stock
and the financing agreements entered into in connection with the
acquisition of Gupta Technologies, LLC.  Shareholders should
understand the reason for the increase and the extent of the
commitment to issue shares under those agreements.

   Proposal to Increase the Number of Authorized Shares of Common
Stock
2. Please provide the contextual background necessary for
understanding the reasons for acquiring Gupta Technologies.
Discuss
the business purpose for the transaction and the reason for
seeking
shareholder approval at this time.
3. We note your reference to Form 8-K filed February 4, 2005
relating
to the financing agreements.  As you know, Note D to Schedule 14
A,
applicable to you through Item 1 of Schedule 14C, permits
incorporation by reference only in the manner and to the extent
specifically permitted under the relevant Item.  Item 11 relating
to
the authorization or issuance of securities does not provide for
incorporation of agreements in a Form 8-K.  Please tell us the
basis
for your belief that you can refer stockholders to the Form 8-K in
this manner.
4. In light of the above comment, please provide in the proxy
statement a materially complete description of the material terms
of
each of the Subscription Agreement, the Senior Note Agreement and
the
Subordinated Note Agreement.  The description must include the
terms
of exercise or conversion under each agreement, the number of
shares
potentially issuable under each as well as any associated
registration rights and should include a discussion of the extent
to
which the current authorized capitalization does not enable you to
satisfy your contractual commitments to issue shares under those
agreements.
5. Please quantify the potential dilutive effect on stockholders
of
each of the financing agreements individually, as well as in the
aggregate.  The disclosure is overly vague in stating merely that
the
transactions could have a dilutive effect on stockholders.

Form 10-K for the period ended June 30, 2004 and Form 10Q for the
period ended September 30, 2004

Controls and Procedures
6. Your conclusion that your disclosure controls and procedures
are
effective "in timely alerting [management] to material information
relating to the Company, including its consolidated subsidiaries,
that is required to be included in the Company`s periodic SEC
filings" is more limited than what is called for under Rule 13a-
15(e)
of the Exchange Act.  That rule requires, among other things, that
the disclosure controls and procedures be designed "to ensure that
information required to be disclosed by an issuer in the reports
that
it files or submits under the Act is accumulated and communicated
to
the issuer`s management . . . as appropriate to allow timely
decisions regarding required disclosure."  Moreover, the
conclusions
regarding the effectiveness of your disclosure controls and
procedures should be given "as of the end of the period covered by
the report."  Please tell us whether the definition of disclosure
controls and procedures used in assessing effectiveness is as
broad
as the definition in the rule and whether the effectiveness
conclusion is made as of the end of the period.  Also confirm that
in
preparing disclosure in future periodic reports you will evaluate
disclosure controls and procedures as defined by the rule on the
required assessment dates.
7. Your disclosure states that there were "no significant changes
in
internal controls or in other factors that could significantly
affect
internal controls subsequent to the date of our most recent
evaluation."  Please note that Item 308(c) requires disclosure of
any
change in the registrant`s internal control over financial
reporting
that occurred during the registrant`s last fiscal quarter that has
materially affected, or is reasonably likely to materially affect,
the registrant`s internal control over financial reporting.
Please
tell us whether there were any changes that had or are reasonably
likely to have such effects during the applicable reporting
periods
and that you will conform your disclosure to the requirements of
Item
308(c) in future filings.

	Except for matters identified above, we have not and do not
intend to conduct any review of the proxy statement.  In view of
our
limited review, we urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing reviewed by
the
staff to be certain that they have provided all information
investors
require for an informed decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
   Please address any questions regarding the comments to Maryse
Mills-Apenteng at (202) 942-1861.  If you require further
assistance
you should contact me at (202) 942-1818 or Barbara C. Jacobs,
Assistant Director, at (202) 942-1800.

							Sincerely,

							Mark P. Shuman
							Branch Chief - Legal

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