<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------

                                  FORM 10-KSB/A

                           ---------------------------
                                 Amendment No. 1

(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934,

For The Fiscal Year Ended June 30, 2004

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.

For The Transition Period From ___________ To __________

                        Commission File Number: 000-33197

                         WARP TECHNOLOGY HOLDINGS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           NEVADA                                             88-0467845
-------------------------------                           -------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)

151 Railroad Avenue, Greenwich, Connecticut                     06830
---------------------------------------------                 ----------
(Address of principal executive offices)                      (Zip Code)

                                 (203) 422-2950
               ---------------------------------------------------
               (Registrants telephone number, including area code)

   --------------------------------------------------------------------------
                   (Former Name, if Changed Since Last Report)

   --------------------------------------------------------------------------
                 (Former Address, if Changed Since Last Report)

<PAGE>

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                   Common Stock, Par Value $0.00001 Per Share
                                (Title of Class)

Indicate by checkmark whether the registrant: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein and will not be contained, to the best of
the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Registrant's revenues for its most recent fiscal year ended June 30, 2004 were
$882,121.

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of September 17, 2004 was $5,826,219 based on the closing bid
price of $0.06 per share as reported on the Over-the-Counter Bulletin Board
("OTC Bulletin Board") operated by the National Association of Securities
Dealers, Inc.

The number of shares outstanding of the registrant's common stock, $0.00001 par
value, as of September 17, 2004 was 97,111,483.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Explanatory Note: This report on Form 10-KSB/A amends the registrant's Annual
Report on Form 10-KSB for the year ended June 30, 2004 to include the
information called for in Items 9, 10, 11, 12 and 14 of Part III of Form 10-KSB.
No other items in the registrant's Annual Report on Form 10-KSB for the year
ended June 30, 2004 are amended hereby.

The information called for in Item 13 of Part III was included in the
registrant's Annual Report on Form 10-KSB for the year ended June 30, 2004.

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.

Officers and Directors.

      The following table sets forth the name, age and position of each of our
directors, executive officers and significant employees as of September 17,
2004. Each director will hold office until the next annual meeting of our
stockholders or until his or her successor has been elected and duly qualified.
Our executive officers are appointed by, and serve at the discretion of, the
Board of Directors.

<PAGE>

<TABLE>
<CAPTION>
Executive Officers            Age         Position
------------------            ---         --------
<S>                           <C>         <C>
Rodney A. Bienvenu, Jr.       38          Chief Executive Officer, Director and
                                          Chairman

Gus Bottazzi                  38          President, Principal Financial Officer

Ernest C. Mysogland           39          Chief Legal Officer, Executive Vice
                                          President and Secretary

Michael D. Liss               40          Chief Operating Officer
</TABLE>

Background of Officers and Directors.

      Mr. Bienvenu has more than eighteen years of technology industry
experience. Mr. Bienvenu is a founder and Managing Partner of ISIS Capital
Management, LLC ("ISIS"), an investment firm specializing in active investment
strategies and strategic transactions in information technology and other
sectors. Prior to ISIS, Mr. Bienvenu founded Strategic Software Holdings, LLC
("SSH"), a successful investment vehicle that initiated a takeover attempt of
Mercator Software, Inc. (NASDAQ: MCTR), and invested in other public and private
enterprise software companies. Prior to SSH, Mr. Bienvenu served as President of
Software at divine, Inc. ("divine") a publicly traded software company. During
his tenure at divine, Mr. Bienvenu led the planning, acquisition and
consolidation of over thirty companies, including five public companies. Prior
to divine, Mr. Bienvenu served as CEO and President of SageMaker, Inc.
("SageMaker"), a provider of digital asset management solutions for Global 2000
companies that he founded in 1992. Under his guidance, SageMaker raised more
than $33 million in venture capital funding and acquired several technology
companies in the U.S. and Europe. SageMaker was sold to divine, Inc. in early
2001. Mr. Bienvenu's previous industry experience includes the founding of a
successful electronic publishing company and sale to a major publisher in 1991.

      Mr. Bottazzi is an entrepreneurial sales and marketing executive with over
15 years experience in software, hardware and services sales and marketing
management, both domestically and abroad. Most recently, Mr. Bottazzi was a
senior executive at Novell, Inc., where he held general management
responsibilities for their caching division, Volera, Inc. Prior to Novell, Mr.
Bottazzi held senior positions with Globix, Inc., Call Sciences and was one of
the original founding managers of WinStar Communications. Mr. Bottazzi holds
degrees in both Mathematics and Biochemistry from New York University.

      Mr. Mysogland has more than 14 years experience in mergers and
acquisitions, equity and debt financing and investment. Mr. Mysogland is a
founder and Managing Partner of ISIS Capital Management, LLC ("ISIS"), an
investment firm specializing in active investment strategies and strategic
transactions in information technology and other sectors. Prior to ISIS, Mr.
Mysogland managed the legal and administrative matters of Strategic Software
Holdings, LLC. Prior to SSH, Mr. Mysogland engaged in private legal practice
representing investors, issuers, acquirers and targets in hundreds of public and
private mergers and acquisitions, equity and debt financings, and other
strategic transactions ranging in size up to $3.5 billion. His clients have
included numerous software and technology companies, private equity funds and
institutional investors. Mr. Mysogland graduated from the University of Notre
Dame and the Columbia University School of Law.

      Mr. Liss is a serial entrepreneur with over 20 years experience in
marketing high tech products and services on a global basis. He has held senior
Sales & Marketing positions at Globix, Call Sciences and Nortel. Mr. Liss is
also a co-founder of Coral Systems, Inc. where he was responsible for Product
Development. Coral Systems, a leading developer of fraud detection systems, was

<PAGE>

acquired by Lightbridge, Inc. Mr. Liss completed the Masters program in Computer
Science at Rochester Institute of Technology and holds a patent on an expert
system-based fraud detection system.

      No director, executive officer, promoter or control person of the Company
has, within the last five years: (i) had a bankruptcy petition filed by or
against any business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that
time; (ii) been convicted in a criminal proceeding or is currently subject to a
pending criminal proceeding (excluding traffic violations or similar
misdemeanors); (iii) been subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; (iv) been found by a court of competent jurisdiction (in a
civil action), the Securities and Exchange Commission (the "Commission") or the
Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated. There are no family relationships among any directors and executive
officers of the Company.

Section 16(a).

      Section 16(a) of the Securities and Exchange Act of 1934 requires certain
defined persons to file reports of and changes in beneficial ownership of a
registered security with the Commission. Under the regulatory procedure,
officers, directors and persons who own more than ten percent of a registered
class of a company's equity securities are also required to furnish the Company
with copies of all Section 16(a) forms they filed.

      To the Company's knowledge, and based solely upon a review of the copies
of such reports furnished to the Company and written representations that no
other reports were required during the fiscal year ended June 30, 2004, all
Section 16(a) filing requirements applicable to its officers, directors and 10%
or greater beneficial owners were complied with other than certain Form 3's,
Form 4's and Form 5's which will be filed late including Form 5's from Mr.
Bottazzi and Mr. Liss.

Audit Committee.

      The Company does not currently have an audit committee.

ITEM 10. EXECUTIVE COMPENSATION.

      The following Summary Compensation Table sets forth information concerning
the annual and long-term compensation earned by our Chief Executive Officer and
each of the other most highly compensated executive officers (collectively the
"named executive officers"). This information includes the dollar value of base
salaries and bonus awards and the number of stock options granted, and certain
other compensation, if any.

<PAGE>

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                   Annual Compensation                            Long-Term Compensation
                                   -------------------                            ----------------------
                                                                                Awards                     Payouts
                                                                                ------                     -------
                                                           Other                                                   Other
Executive                                                  Annual      Restricted    Securities                   Annual
Officer and                                               Compen-        Stock       Underlying        LTIP       Compen-
Principal                           Salary      Bonus      sation        Awards     Options/SAR      Payouts      sation
Position                Year        (US$)       (US$)      (US$)          (#)           (#)            (US$)       (US$)
<S>                     <C>        <C>          <C>       <C>          <C>          <C>              <C>          <C>
 Ron Bienvenu  (1)      2004             0        0          0             0                 0           0           0
CEO & Chairman          2003             0        0          0             0                 0           0           0
                        2002             0        0          0             0                 0           0           0

Gus Bottazzi (2)        2004       198,693        0          0             0                 0           0
President               2003        56,250        0          0             0           200,000           0           0
                        2002             0        0          0             0                 0           0           0

Michael Liss (3)        2004       137,500        0          0             0         1,025,000           0           0
COO                     2003        30,000        0          0             0                 0           0           0
                        2002             0        0          0             0                 0           0           0

Andrew Leighton (4)     2004       155,191        0          0             0           400,000           0           0
VP of Sales             2003             0        0          0             0                 0           0           0
                        2002             0        0          0             0                 0           0           0
</TABLE>

<PAGE>
      (1) Rodney A. Bienvenu, Jr. Mr. Bienvenu was appointed CEO and Chairman of
the Company on August 4, 2004. Mr. Bienvenu did not receive any compensation for
fiscal 2004.

      (2) Gus Bottazzi. The compensation shown in this Summary Compensation
Table represents the total compensation paid to Mr. Bottazzi for all executive
positions held by him at the Company beginning April 15, 2003.

      (3) Michael Liss. The compensation shown in this Summary Compensation
Table represents the total compensation paid to Mr. Liss for all executive
positions held by him at the Company beginning March 1, 2003.

      (4) Andrew Leighton. The compensation shown in this Summary Compensation
Table represents the total compensation paid to Mr. Leighton for all executive
positions held by him at the Company beginning July 1, 2003. As of June 30, 2004
Mr. Leighton was no longer employed with the Company.

      The compensation discussed herein addresses all compensation awarded to,
earned by, or paid to the Company's named executive officers for all the
positions held thereby with the Company and its subsidiaries.

      There are no other stock option plans, retirement, pension, or profit
sharing plans for the benefit of the Company's officers and directors other than
as described herein.

Long-Term Incentive Plan Awards.

2002 Stock Incentive Plan

      In November 2002 the Company's Board of Directors approved and adopted the
Warp Technology Holdings, Inc. 2002 Stock Incentive plan (the "2002 Plan") as a
means through which the Company and its subsidiaries may attract, retain and
compensate employees and consultants. In fiscal 2003, the Board of Directors
issued 7,098,000 options to certain employees of the Company under the 2002
Plan. Of those options, 1,833,333 vested on the date of grant and the remainder
vest over a two-year period. Such options have a term of ten years and have an
exercise price of $.25 per share. For financial statement purposes the Company
recorded deferred compensation of $18,996,000, representing the difference
between the market price of the Company's stock and $.25 on the date of grant.
The amount recognized as expense for the period ending June 30, 2004 and 2003
was $3,562,241 and $7,678,333, respectively.

      In fiscal 2003, the Company granted 420,000 options to employees at an
exercise price of $.25 per share. Under the terms of employment the Company has
agreed to compensate employees holding these options upon exercise, the
difference between one dollar and cash realized from the exercise price of $.25
of each option up to one dollar in cash or stock. The total amount is capped at
$400,000 and expired in December 2003. As of June 30, 2004 the Company recorded
a liability of $200,000.

      In fiscal 2003 the Company's Board of Directors granted 1,500,000 options
to consultants at an exercise price of $.25 per share. As of June 30, 2004 all
1,500,000 of these options have been vested. Under the terms of employment the
Company agreed to compensate certain consultants for 1,450,000 of these options
upon exercise the difference between one dollar and cash realized from the
exercise of each option up to one dollar in cash or stock. The total amount is
capped at $294,000 and expired in December 2003. As of June 30, 2004, the
Company recorded a liability of $244,000.

<PAGE>

      In connection with the acquisition of Spider Software, Inc. ("Spider"), in
March 2003 the Board of Directors issued 81,652 options to certain employees of
Spider under the 2002 Plan in exchange for their existing Spider options.

      In May 2003, the Company's Board of Director granted 300,000 options to
certain employees under the 2002 Plan. Of these options, 225,000 vested based on
the Company meeting certain sales target as of June 30, 2003. The Company
recognized $87,250 as expense for the period ending June 30, 2003.

      In fiscal 2004, the Board of Directors granted 4,513,000 options to
certain employees of the Company under the 2002 Plan. Of those options,
2,256,500 vested on the date of grant and the remainder vest over a two-year
period. Such options have a term of ten years and have an exercise price of $.13
per share, the fair market price of the stock on the date of grant.

Options Granted to Named Executive Officers.

      The following table contains certain information regarding stock options
we have granted to our named executive officers.

                         Individual Option Grants Table

<TABLE>
<CAPTION>
                      Number of      Percent of
                      Securities    Total Options
                      Underlying      Granted to     Exercise or
                       Options      Employees in      Base Price    Expiration
Name                   Granted       Fiscal Year      ($/share)        Date
------------------    ----------    -------------    -----------    ----------
<S>                   <C>           <C>              <C>            <C>
Greg Parker(1)           570,000         6.0%           $.25         2/15/2013
Michael Liss           1,025,000        23.0%           $.13         4/13/2014
Andrew Leighton(1)       400,000         9.0%           $.13         4/13/2014
</TABLE>

1) As of June 30, 2004 no longer employed by the Company.

Aggregate Option Exercises by Named Executive Officers and Option Values.

      The following table contains certain information regarding stock options
exercised during the past twelve months and stock options held as of June 30,
2004, by each of our named executive officers. The stock options listed below
were granted without tandem stock appreciation rights. We have no freestanding
stock appreciation rights outstanding.

<PAGE>

                              Option Exercise Table

<TABLE>
<CAPTION>
                                                      Number of Securities        Value of Underlying
                                                     Underlying Unexercised              Options
                     Shares                           Options at 6/30/04 (#)         at 6/30/04 (1)
                    Acquired                         ------------------------     -------------------
                      On               Value                          Non-                       Non-
Name               Exercise (#)   Realized ($)(2)   Exercisable   Exercisable   Exercisable   Exercisable
----               ------------   ---------------   -----------   -----------   -----------   -----------
<S>                <C>            <C>               <C>           <C>           <C>           <C>
GREG PARKER(1)          0                $0           253,492       316,508     $         0   $         0
MICHAEL LISS            0                $0           555,208       469,792     $         0   $         0
ANDREW LEIGHTON(1)      0                $0           216,667       183,333     $         0   $         0
</TABLE>

1) As of June 30, 2004 no longer employed by the Company.
<PAGE>

      (1) Calculated on the basis of $ .06 per share, the last reported bid
price of the common stock on the over-the-counter market on June 30, 2004, less
exercise price payable for such shares.

      (2) Calculated on the basis of the closing share price of the common stock
on the over-the-counter market on the date exercised, less the exercise price
payable for such shares.

Compensation of Directors.

      The Company's directors do not receive any compensation for serving as
members of the board of directors.

Employment Contracts.

      The Company has written employment contracts with following four executive
officers: Rodney A. Bienvenu, Jr., its Chairman and Chief Executive Officer; Gus
Bottazzi, its President, Principal Financial Officer, and Director; Ernest C.
Mysogland, its Executive Vice President, Chief Legal Officer, and Secretary;
Michael D. Liss, its Chief Operating Officer.

Indemnification.

      Under our Articles of Incorporation and Bylaws, the Company may indemnify
an officer or director who is made a party to any proceeding, including a
lawsuit, because of his position, if he acted in good faith and in a manner he
reasonably believed to be in the Company's best interest. The Company may
advance expenses incurred in defending a proceeding. To the extent that the
officer or director is successful on the merits in a proceeding as to which he
is to be indemnified, the Company must indemnify him against all expenses
incurred, including attorney's fees. With respect to a derivative action,
indemnity may be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged liable, only
by a court order. The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Nevada. Regarding indemnification for
liabilities arising under the Securities Act, which may be permitted to
directors or officers under Nevada law, the Company is informed that, in the
opinion of the Commission, indemnification is against public policy, as
expressed in the Act and is, therefore, unenforceable.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

      The following table sets forth as of September 17, 2004, certain
information regarding the beneficial ownership (1) of the Company's common stock
outstanding by (i) each person who is known to the Company to own 5% or more of
its common stock, (ii) each director of the Company, (iii) certain executive
officers of the Company and (iv) all executive officers and directors of the
Company as a group. Unless otherwise indicated, each of the stockholders shown
in the table below has sole voting and investment power with respect to the
shares beneficially owned. Unless otherwise indicated, the address of each
person named in the table below is c/o WARP Technology Holdings, Inc., 151
Railroad Avenue, Greenwich, Connecticut 06830.

                                Common Stock (1)

<PAGE>

<TABLE>
<CAPTION>
                                                                         Amount and
                                                                          Nature of
    Name and Address                                                     Beneficial    Percent of
   of Beneficial Owner                      Company Position              Ownership       Class
    -------------------                     -----------------            ----------    ----------
<S>                                 <C>                                  <C>           <C>
Rodney A. Bienvenu, Jr. (2)         Director, Chairman,
                                    Chief Executive Officer              30,000,000        23.6%

Gus Bottazzi (3)                    Director, President, Principal
                                    Financial Officer                       200,000            *

Ernest C. Mysogland (4)             Executive Vice President, Chief
                                    Legal Officer and Secretary          30,000,000        23.6%

Michael D. Liss (5)                 Chief Operating Officer                 632,934            *

All directors and executive
officers as a group (4 persons)                                          30,832,934       24.26%

Malcolm Coster (6)                                                        7,955,555        8.03%

Carnegie Entities (7)                                                    14,388,889       13.25%

Lemire Corp.(8)                                                           5,000,000        5.15%

Leonid Primak (9)                                                         5,581,531        5.75%

Mai N. Pogue (10)                                                        21,915,857       21.75%

Pogue Management (11)                                                    21,915,857       21.75%

Pogue Shareholders (12)                                                  21,915,857       21.75%

Pogue Capital Intl. Ltd. (13)                                             5,133,200        5.02%

MCP Global Corp. Ltd. (14)                                                5,133,200        5.02%

ISIS Capital Management, LLC
(15)                                                                     30,000,000        23.6%

ISIS Acquisition Partners II
LLC (16)                                                                 30,000,000        23.6%

Maurice and Stacey Gozlan
(17)                                                                      5,111,112        5.03%

Mirco Teta (18)                                                          14,000,000        12.6%

Noah Clark (19)                                                          12,000,000        9.34%
</TABLE>

* Indicates less than one percent.

(1) As used in this table, a beneficial owner of a security includes any person
who, directly or indirectly, through contract, arrangement, understanding,

<PAGE>

relationship or otherwise has or shares (a) the power to vote, or direct the
voting of, such security or (b) investment power which includes the power to
dispose, or to direct the disposition of, such security. In addition, a person
is deemed to be the beneficial owner of a security if that person has the right
to acquire beneficial ownership of such security within 60 days.

(2) Rodney A. Bienvenu, Jr. Amount includes the securities or rights to acquire
securities held by ISIS Acquisition Partners II LLC ("IAP II") or deemed to be
held by ISIS Capital Management, LLC ("ISIS") as described in footnotes 15 and
16 below. Mr. Bienvenu is a managing member of ISIS. Mr. Bienvenu may be deemed
to have voting and investment power with respect to shares beneficially owned by
IAP II and/or ISIS and disclaims beneficial ownership of such shares, except to
the extent of his respective proportionate pecuniary interest therein.

(3) Gus Bottazzi. Amount includes vested options to acquire 200,000 shares of
common stock at an exercise price of $0.25 per share.

(4) Ernest C. Mysogland. Amount includes the securities or rights to acquire
securities held by ISIS Acquisition Partners II LLC ("IAP II") or deemed to be
held by ISIS Capital Management, LLC ("ISIS") as described in footnotes 15 and
16 below. Mr. Mysogland is a managing member of ISIS. Mr. Mysogland may be
deemed to have voting and investment power with respect to shares beneficially
owned by IAP II and/or ISIS and disclaims beneficial ownership of such shares,
except to the extent of his respective proportionate pecuniary interest therein.

(5) Michael D. Liss. Amount includes options to acquire 625,000 shares of common
stock at an exercise price of $0.13 per share, such options having vested or
which will vest with 60 days.

(6) Malcolm Coster is a citizen of the United Kingdom whose principle
residential address is 46 Golf Side, Sutton, Surry, SM27EZ, UK. Amount includes
warrants to acquire 2,000,000 shares of common stock, at an exercise price of
$0.18 per share.

(7) Carnegie Entities. The "Carnegie Entities" and the Carnegie Fund, and the
Carnegie Worldwide/Emerging Growth fund. The address for the Carnegie Entities
is 5 Place de la Gare, PO Box 1141, L 1001, Luxembourg. Amount includes 610
shares of Series B Preferred Stock, which is convertible into 12,200,000 shares
of Common Stock, and warrants to acquire 800,000 shares of Common Stock at an
exercise price of $0.33 per share.

(8) Lemire Corp. The Toro Trust is the owner and controlling shareholder of
Lemire Corp., and makes all the investment decisions for Lemire Corp. The Toro
Trust is an irrevocable trust the beneficiary of which is the adult son of Mr.
John A. Roberts. Mr. Roberts is not the trustee of the trust and does not make
the investment decisions of the trust. Mr. Roberts' son does not live with Mr.
Roberts. Mr. Roberts therefore denies beneficial ownership of the shares owned
by Lemire Corporation. Lemire Corporation has its registered offices at Calle
54, Avenida Samuel Lewis, Urbanizacion Obarrio, Panama, Republic of Panama. The
Toro Trust has its registered office at Bergstrasse 389, P.O. Box 777, 9497
Triesenberg, Principality of Liechtenstein. Mr. John A. Roberts is the
controlling shareholder of Resolute Securities Limited, which owns 2,837,500
shares of the Company's common stock, representing 2.92% of the common stock,
for the benefit of Mr. Roberts. Mr. Roberts makes all the investment decisions
for Resolute Securities Limited. Mr. Roberts is deemed to be the beneficial
owner of the shares owned by Resolute Securities Limited. Resolute Securities
Limited has its offices at The Private Trust Corporation Ltd., Charlotte House,
Charlotte Street, P.O. Box N-65, Nassau, Bahamas.

<PAGE>

(9) Leonid Primak. Mr. Primak was a founder of WARP Solutions, Inc. but is no
longer an officer or director of that company. Mr. Primak's address is 284 Mott
Street, New York, N.Y.

(10) Mai N. Pogue. Ms. Pogue, jointly with her husband, Gerald A. Pogue, owns
75.420 shares of Series B Preferred Stock, which is convertible into 1,508,400
shares of Common Stock, and warrants to acquire 209,500 shares of Common Stock
at an exercise price of $0.33 per share. In addition, the amount includes
securities held by the Pogue Shareholders as described in footnote 11 and 12
below.

(11) Pogue Management. Pogue Capital Management, Inc. ("Pogue Management")
directly holds warrants to acquire 63,000 shares of Common Stock at an exercise
price of $0.33 per share. In addition, the amount includes securities held by
the Pogue Shareholders as described in footnote 12 below. Pogue Management
manages or advises the Pogue Shareholders. Mai N. Pogue is the President of
Pogue Management. Pogue Management's address is 7851 Fisher Island Drive, Fisher
Island, Florida, 33109. Due to Pogue Management's management of the Pogue
Shareholders, Pogue Management and Mai N. Pogue may be deemed to have voting and
investment power with respect to shares beneficially owned by the Pogue
Shareholders. Pogue Management and Ms. Pogue disclaim beneficial ownership of
such shares, except to the extent of their respective proportionate pecuniary
interest therein.

(12) Pogue Shareholders. The "Pogue Shareholders" are defined as follows: (i)
Mai N. and Gerald A. Pogue; (ii) Pogue Management; (iii) Pogue Capital Intl.
Ltd.; (iv) MCP Global Corp. Ltd.; (v) Pam Investments; (vi) Pogue Capital FBO
Susan Rho: (vii) OXA Trade and Finance, Inc.; (ix) Chahram Pahlavi; (x) Charles
Kleinow; and (xi) Domencio Schinella. The amount includes amounts held by all
the Pogue Shareholders, as follows: (i) the amounts held by Mai N. and Gerald A.
Pogue as described in footnote 10 above; (ii) the amounts held by Pogue
Management as described in footnote 11 above; (iii) the amounts held by Pogue
Capital Intl. Ltd. as described in footnote 13 below; (iv) the amounts held by
MCP Global Corp. Ltd. as described in footnote 14 below; (v) 75.420 shares of
Series B Preferred Stock, which is convertible into 1,508,400 shares of Common
Stock, and warrants to acquire 209,500 shares of Common Stock at an exercise
price of $0.33 per share, held by Pam Investments; (vi) 22.68 shares of Series B
Preferred Stock, which is convertible into 453,600 shares of Common Stock, held
by Pogue Capital FBO Susan Rho; (vii) 100 shares of Series B-2 Preferred Stock
convertible into 2,000,000 shares of Common Stock and warrants to acquire 100
shares of Series B-2 Preferred Stock, at an exercise price of $1,000 per share,
which would be convertible into 2,000,000 shares of common stock, held by OXA
Trade and Finance, Inc. (ix) 75.420 shares of Series B Preferred Stock, which is
convertible into 1,508,400 shares of Common Stock, and warrants to acquire
209,500 shares of Common Stock at an exercise price of $0.33 per share held by
Chahram Pahlavi; (x) 75.420 shares of Series B Preferred Stock, which is
convertible into 1,508,400 shares of Common Stock, and warrants to acquire
209,500 shares of Common Stock at an exercise price of $0.33 per share held by
Charles Kleinow; and (xi) 25.20 shares of Series B Preferred Stock, which is
convertible into 504,000 shares of Common Stock, and warrants to acquire 70,000
shares of Common Stock at an exercise price of $0.33 per share held by Domencio
Schinella.

(13) Pogue Capital Intl. Ltd. holds 225.36 shares of Series B Preferred Stock,
which is convertible into 4,507,200 shares of Common Stock, and warrants to
acquire 626,000 shares of Common Stock at an exercise price of $0.33 per share.

(14) MCP Global Corp. Ltd. Holds 225.36 shares of Series B Preferred Stock,
which is convertible into 4,507,200 shares of Common Stock, and warrants to
acquire 626,000 shares of Common Stock at an exercise price of $0.33 per share.

(15) ISIS Capital Management, LLC. The amount includes the securities or rights
to acquire securities held by ISIS Acquisition Partners, LLC as

<PAGE>

described in footnote 16 below. ISIS is the managing member of IAP II. ISIS may
be deemed to have voting and investment power with respect to shares
beneficially owned by IAP II and disclaims beneficial ownership of such shares,
except to the extent of its respective proportionate pecuniary interest therein.

(16) ISIS Acquisition Partners, LLC ("IAP II") holds the following securities or
rights to acquire securities: (i) 250 shares of Series B-2 Preferred Stock
convertible into 5,000,000 shares of Common Stock; (ii) warrants to acquire 250
shares of Series B-2 Preferred Stock, at an exercise price of $1,000 per share,
which would be convertible into 5,000,000 shares of common stock; (iii) the
right under that certain Series B-2 Preferred Stock Purchase Agreement to
acquire (a) 500 shares of Series B-2 Preferred Stock convertible into 10,000,000
shares of Common Stock, and (b) warrants to acquire 500 shares of Series B-2
Preferred Stock, at an exercise price of $1,000 per share, which would be
convertible into 10,000,000 shares of common stock.

(17) Maurice and Stacey Gozlan. Maurice and Stacey Gozlan jointly hold 555,556
shares of common stock, 200 shares of Series B Preferred Stock, which is
convertible into 4,000,000 shares of Common Stock, and warrants to acquire
555,556 shares of Common Stock at an exercise price of $0.33 per share. The
address for Maurice and Stacey Gozlan is 3422 NE 166TH St., N. Miami, Florida,
33163.

(18) Mirco Teta. Mr. Teta has the obligation under that certain Series B-2
Preferred Stock Purchase Agreement, at the final closing thereunder, to purchase
(a) 350 shares of Series B-2 Preferred Stock which would be convertible into
7,000,000 shares of Common Stock, and (b) warrants to acquire 350 shares of
Series B-2 Preferred Stock, at an exercise price of $1,000 per share, which
would be convertible into 7,000,000 shares of common stock. Mr. Teta currently
owns no shares in the Company. Mr. Teta's address is 99 South Park Avenue #31,
Rockville Centre, NY 11570.

(19) Noah Clark. Mr. Clark has the obligation under that certain Series B-2
Preferred Stock Purchase Agreement, at the final closing thereunder, to purchase
(a) 250 shares of Series B-2 Preferred Stock which would be convertible into
5,000,000 shares of Common Stock, and (b) warrants to acquire 250 shares of
Series B-2 Preferred Stock, at an exercise price of $1,000 per share, which
would be convertible into 5,000,000 shares of common stock. Mr. Clark currently
owns no shares in the Company. Mr. Clark's address is at 4225 New Forest Drive,
Plano, TX 75093.

Securities Authorized for Issuance Under Equity Compensation Plans.

      The following table sets forth as of June 30, 2004, certain information
regarding the securities authorized for issuance under the 2002 Stock Incentive
Plan, which is the sole equity compensation plan of the Company.

<PAGE>

                      Equity Compensation Plan Information

<TABLE>
<CAPTION>
                                                                                                     Number Of Securities
                                                                                                   Remaining Available For
                                     Number Of Securities To Be     Weighted-Average Exercise    Future Issuance Under Equity
                                      Issued Upon Exercise Of         Price Of Outstanding            Compensation Plans
                                        Outstanding Options,         Options, Warrants And           (Excluding Securities
       Plan Category                    Warrants And Rights                  Rights                Reflected In Column (a))
                                               (a)                            (b)                             (c)
<S>                                  <C>                            <C>                          <C>
Equity compensation plans                           0                             0                              0
approved by security holders.
Equity compensation plans
not approved by security holders.           9,033,318                         $0.22                        966,682
Total                                       9,033,318                         $0.22                        966,682
</TABLE>

<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

      Aggregate fees billed to the Company for the year ended June 30, 2004 by
the accounting firms retained during the year, Ernst & Young LLP and Mahoney
Cohen & Company, CPA, P.C., see Item 8 of the registrant's Annual Report on Form
10-KSB for the year ended June 30, 2004, and aggregate fees billed for the year
ended June 30, 2003 by the accounting firm Ernst & Young LLP.

<TABLE>
<CAPTION>
                                               Year Ended        Year Ended
                                              June 30, 2004     June 30, 2003
<S>                                           <C>               <C>
Audit Fees (a) ...........................    $     105,000     $     160,000

Audit Related Fees (b) ...................    $      15,000     $      61,000
</TABLE>

(a) Includes fees in connection with the audit of the Company's consolidated
financial statements and reviews of the consolidated financial statements
included in the Company's Quarterly Reports on Form 10-Q.

(b) Includes fees for the audit of the Company's acquisition in 2003 and the
review of the company's registration statement filings in 2004.

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

October 27, 2004

                                        WARP TECHNOLOGY HOLDINGS INC

                                        By: /s/  Rodney A. Bienvenu, Jr.
                                        -----------------------------------
                                        Rodney A. Bienvenu, Jr., CEO, Chairman
                                        as Registrant's duly authorized officer

<PAGE>

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

/s/ Rodney A. Bienvenu, Jr.                   /s/ Gus Bottazzi
----------------------------------            ---------------------------------
Rodney A. Bienvenu, Jr.                       Gus Bottazzi
Chairman, Chief Executive                     President, Director
Officer and Director                          October 27, 2004
October 27, 2004