Washington, D.C. 20549

                                   FORM 12b-25

                        Commission File Number 000-33197

                           NOTIFICATION OF LATE FILING

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

      For Period Ended: June 30, 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)

                151 Railroad Avenue, Greenwich, Connecticut 06830

               (Address of Principal Executive Office) (Zip Code)

                                 (203) 422-2950
               (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.)

      As previously disclosed in the Registrant's Form 8-K dated August 4, 2004,
the Registrant entered into a financing. As a result of this transaction, and
change in officers, 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-KSB for the period
ended June 30, 2004 in a timely manner. The Registrant does not have a Chief
Financial Officer or a full time accounting staff. Thus, the Registrant requires
additional time to properly complete and file its Form 10-KSB for the fiscal
year ended June 30, 2004.

      For the reasons set forth above, the Registrant cannot timely file its
Annual Report on Form 10-KSB for the fiscal year ended June 30, 2004 without
unreasonable effort or expense. The Registrant will file its Form 10-KSB no
later than the fifteenth day after the due date of the Form 10-KSB.


                                     PART IV
                                OTHER INFORMATION

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

Name: Ernest C. Mysogland
Executive Vice President,
Chief Legal Officer and Secretary                 (203) 422-2950
---------------------------------        ------------------------------
            (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 September 29, 2004

                                       By /s/ Ernest C. Mysogland
                                       Name: Ernest C. Mysogland
                                       Title: Executive Vice President,
                                              Chief Legal Officer and Secretary

      INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.


      Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. Section 1001).