SecProbe.io

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Room 4561

	July 14, 2005

Mr. Rodney A. Bienvenu, Jr.
Chairman and Chief Executive Officer
WARP Technology Holdings, Inc.
151 Railroad Avenue
Greenwich, Connecticut 06830

Re:	WARP Technology Holdings, Inc.
	Amendment No. 1 to Registration Statement on Form S-2 filed
June
20, 2005
	File No. 333-123864

Dear Mr. Bienvenu:

      We have reviewed your filings and have the following
comments.

General

1. We note your disclosure in your Form 8-K filed June 17, 2005
and
on page 25 disclosing the entering into on June 13, 2005 of a
stock
purchase agreement to purchase all of the stock of Kenosia
Corporation from Bristol Technology.  We further note your
subsequent
disclosure in your Form 8-K filed July 11, 2005 disclosing the
closing of the transaction.   Please advise us whether you are
required to file financial statements and pro forma financial
information for Kenosia under Item 9.01 of Form 8-K.  Please see
the
Instruction to Item 9.01 of Form 8-K and Interpretation S.21 of
our
July 1997 Manual of Publicly Available Telephone Interpretations
for
additional guidance.  Please further note that unless Rule 3-
05(b)(4)
of Regulation S-X is available your registration statement will
not
be declared effective until the financial information required by
Rule 3-05 is provided.

2. It does not appear that the membership interest purchase
agreement
dated September 2, 2004 providing for the purchase of Gupta which
was
assigned by ISIS to you by that certain purchase agreement
assignment
and assumption dated October 13, 2004 has ever been filed as an
exhibit.  Please provide us with your analysis as to why you did
not
consider it necessary to file the purchase agreement.

3. Please advise us of your analysis with respect to whether a
risk
factor regarding the demand for arbitration by Mr. Liss for
compensation and damages of about $187,000 related to his
termination
is warranted.

WARP Technology Holdings, Inc.

Related Party Transactions, page 25

4. With respect to your revised disclosure regarding ISIS and
Messrs.
Bienvenu and Mysogland roles as managing members, please discuss
their equity interests in ISIS as well as their resulting
interests
in IAP.  In addition, please elaborate on any payments in 2004
that
have been made to ISIS in connection with their consulting
agreement
with you.

Selling Stockholders

5. We note that you have included additional selling
securityholders
in your registration statement.  Please disclose the natural
persons
who exercise the voting and/or dispositive powers with respect to
the
securities to be offered for resale by your selling
securityholders
that are non-reporting entities.  We note that certain selling
securityholders, such as Andrew Cohen Profit Sharing Plan and
Pogue
Capital International, do not have such required disclosure.
Please
see Interpretation I.60 of our July 1997 Manual of Publicly
Available
Telephone Interpretations and Interpretation 4S of the Regulation
S-K
portion of the March 1999 Supplement to our July 1997 Manual of
Publicly Available Telephone Interpretations.

6. Please disclose whether any selling securityholder is a
registered
broker-dealer.  If a selling securityholder is a registered
broker-
dealer, please identify such registered broker-dealer as an
underwriter in your disclosure, unless the shares were acquired as
transaction-based compensation for investment-banking services.
Provide a description of the investment-banking services and the
manner in which the compensation for the services was computed, as
applicable.

7. Please disclose whether any selling securityholder is an
affiliate
of a registered broker-dealer.  If a selling securityholder is an
affiliate of a registered broker-dealer, please expand the
prospectus
disclosure to indicate whether such selling securityholder
acquired
the securities to be resold in the ordinary course of business.
Also
indicate whether at the time of the acquisition such selling
securityholder had any agreements, understandings or arrangements
with any other persons, either directly or indirectly, to dispose
of
the securities.

*              *              *              *

      As appropriate, please amend your registration statement, as
necessary, in response to these comments.  You may wish to provide
us
with marked copies of the amendment to expedite our review.
Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact Daniel Lee at (202) 551-3477 with any
questions.  If you need further assistance, you may contact me at
(202) 551-3462 or Barbara C. Jacobs, Assistant Director, at (202)
551-3730.

	Sincerely,

	Mark P. Shuman
	Branch Chief - Legal

cc:	Via Facsimile
	Ernest C. Mysogland, Esq.
	Chief Legal Officer
	WARP Technology Holdings, Inc.
	Telephone: (203) 422-2950
	Facsimile:  (203) 422-5329

	R. Scott Beach
	Day Berry & Howard LLP
	One East Putnam Avenue
	Greenwich, Connecticut 06830
	Telephone: (203) 862-7824
	Facsimile:  (203) 862-7801

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