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): January 31, 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)

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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.

c) Exhibits.


           Exhibit Number                   Exhibit
           --------------                   -------
                99.01                    Press Release

ITEM 7. 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.

                                   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: January 31, 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 dated January 31, 2005.