Washington, D.C. 20549

                                   FORM 12b-25

                        Commission File Number 000-33197

                           NOTIFICATION OF LATE FILING

(Check One):  [ ] Form 10-K and Form 10-KSB   [ ] Form 11-K    [ ] Form 20-F
              [X] Form 10-Q and Form 10-QSB   [ ]  Form N-SAR

               For Period Ended: March 31, 2004

                  [ ]  Transition Report on Form 10-K
                  [ ]  Transition Report on Form 20-F
                  [ ]  Transition Report on Form 11-K
                  [ ]  Transition Report on Form 10-Q
                  [ ]  Transition Report on Form N-SAR

          For the Transition Period Ended:

         Read attached instruction sheet before preparing form. Please print or

         Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

         If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:

                           Not Applicable

                                     PART I
                             REGISTRANT INFORMATION

                         WARP Technology Holdings, Inc.
             (Exact Name of Registrant as Specified in its Charter)

                708 Third Avenue, 6th Floor, New York, N.Y. 10017
               (Address of Principal Executive Office) (Zip Code)

                                 (212) 962-9277
               (Registrant's telephone number including area code)

                                     PART II
                             RULE 12b-25(b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

[X]      (a) The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;

[X]      (b) The subject annual report, semi-annual report, transition report on
         Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof will
         be filed on or before the fifteenth calendar day following the
         prescribed due date; or the subject quarterly report or transition
         report on Form 10-Q, or portion thereof will be filed on or before the
         fifth calendar day following the prescribed due date; and

[ ]      (c) The accountant's statement or other exhibit required by Rule
         12b-25(c) has been attached if applicable.

                                    PART III

         State below in reasonable detail why the Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)

         The Registrant was unable, without unreasonable effort or expense, to
complete the accounting work necessary to prepare the consolidated financial
statements required for the Registrant's Form 10-QSB for the period ended March
31, 2004 in a timely manner. Thus, the Registrant requires additional time to
properly complete and file its Form 10-QSB for the fiscal quarter ended March
31, 2004.

         For the reasons set forth above, the Registrant cannot timely file its
Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31, 2004
without unreasonable effort or expense. The Registrant will file its Form 10-QSB
no later than the fifth day after the due date of the Form 10-QSB.

                                     PART IV
                                OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this

     Gus Bottazzi, CEO and President                    (212) 962-9277
     -------------------------------             ------------------------------
                 (Name)                          (Area Code) (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
Registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).

                                       [X] Yes  [ ] No

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                       [ ] Yes  [X] No

         If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

                         WARP Technology Holdings, Inc.
                  (Name of Registrant as Specified in Charter)

         Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: May 17, 2004

                                    By /s/ Gus Bottazzi
                                       Gus Bottazzi, CEO and President