Edgar Filing: WARP TECHNOLOGY HOLDINGS INC

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

Schedule 14C Information

Information Statement Pursuant to
Section 14(c) of the
Securities Exchange Act of 1934

Check the appropriate box:

[X] Preliminary Information Statement

[ ] Definitive Information Statement

[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))

WARP TECHNOLOGY HOLDINGS, INC.
------------------------------
(Name of Registrant As Specified In Its Charter)

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[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which the transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials

[ ] check box if any part of the fee is offset as provided by Exchange Act Rule
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WARP TECHNOLOGY HOLDINGS, INC.
200 Railroad Avenue
Greenwich, CT 06830

NOTICE OF ACTION BY THE WRITTEN CONSENT OF STOCKHOLDERS

To Our Stockholders:

On February 17, 2006, the board of directors of WARP Technology
Holdings, Inc. (the "Company") unanimously approved the adoption of a proposed
Amendment to the Articles of Incorporation of the Company (the "Amendment") to
change the Company's name from WARP TECHNOLOGY HOLDINGS, INC. to HALO TECHNOLOGY
HOLDINGS, INC., subject to approval by a majority of the Company's stockholders.

On February 20, 2006, the holders of a majority of the outstanding
shares of our capital stock entitled to vote thereon approved the Amendment to
the Articles of Incorporation by written consent. Such written consent was
obtained from holders of the Company's Series C Preferred Stock and the holders
of the Company's Series D Preferred Stock which would constitute a majority of
the outstanding shares of common stock on an as converted basis. Under the
Articles of Incorporation, the holders of the Series C Preferred Stock and the
holders of the Company's Series D Preferred Stock are entitled to vote together
as a single class with the common stock and are entitled to votes equal to the
largest number of whole shares of common stock into which such holder's
preferred shares could be converted on the date of the written consent. On
February 17, 2006, the date the written consent was solicited, each share of
Series C Preferred Stock converted into one share of common stock and each share
of Series D Preferred Stock converted into one share of common stock.
Aggregating the outstanding common stock, Series C Preferred Stock, and Series D
Preferred Stock, on February 17, 2006, there were 27,888,294 shares entitled to
cast votes on the written consent. The Company received the consent of holders
of Series C Preferred Stock and Series D Preferred Stock entitled to 17,706,521
votes, constituting a majority of the votes entitled to be cast, approving the
Amendment to the Articles of Incorporation.

The authorization of the Amendment to the Articles of Incorporation by
the Company's board of directors and its stockholders shall not become effective
until at least 20 days after the mailing of the enclosed Information Statement.
The Amendment to the Articles of Incorporation has been approved by the written
consent of a majority of the votes entitled to be cast and there is no need for
any action to be taken by you.

Your consent is not required and is not being solicited in connection
with this action. Pursuant to Section 78.370 of the Nevada Revised Statutes, you
are hereby being provided with notice of the approval by written consent of a
majority of the eligible voting stockholders of the Company. Pursuant to the
Securities Exchange Act of 1934, you are being furnished with an Information
Statement relating to this action.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

THE ATTACHED INFORMATION STATEMENT IS BEING SENT TO YOU FOR INFORMATION PURPOSES
ONLY.

The attached Information Statement is being provided to you pursuant to
Rule 14c-2 under the Securities Exchange Act of 1934. The Information Statement
contains a more detailed description of the Amendment to the Articles of
Incorporation. I encourage you to read the Information Statement thoroughly.

BY ORDER OF THE BOARD OF DIRECTORS,

February 28, 2006 Rodney A. Bienvenu, Jr.
Chairman of the Board and
Chief Executive Officer

INFORMATION STATEMENT PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY

This Information Statement is furnished by the board of directors of
WARP Technology Holdings, Inc., a Nevada corporation ("Company"), to the holders
of record at the close of business on February 17, 2006 (the "Record Date") of
the Company's outstanding common stock, par value $0.00001 per share ("Common
Stock"), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act").

The Company's board of directors have unanimously approved resolutions
to change the Company's name from WARP TECHNOLOGY HOLDINGS, INC. to HALO
TECHNOLOGY HOLDINGS, INC. by amending the Company's Articles of Incorporation.
After careful consideration, the Company's board of directors determined that
Halo Technology Holdings, Inc. effectively identifies the Company and is better
suited as the Company's name than its present name. The present name identifies
the Company with its Warp Solutions, Inc. operating subsidiary, which had been
the primary operating subsidiary of the Company prior to the Company's
acquisitions of Gupta Technologies, LLC on January 31, 2005, and seven
subsequent acquisitions. Changing the Company's name to "Halo Technology
Holdings, Inc." will identify the Company as the holding company for enterprise
software companies that it has become. The Board of Directors believes the name
"Halo Technology Holdings, Inc." effectively communicates the Company's future
business intentions to acquire additional technology companies and to operate as
a holding company overseeing such companies. The Company has begun to use the
name "Halo Technology Holdings" as its trade name in anticipation of the change
of its name to "Halo Technology Holdings, Inc."

The Company has received the consent of a majority of the outstanding
votes entitled to be cast approving the foregoing action. Such written consent
was obtained from holders of the Company's Series C Preferred Stock, par value
$.00001 per share ("Series C Preferred Stock"), and from holders of the
Company's Series D Preferred Stock, par value $.00001 per share ("Series D
Preferred Stock"), which are entitled to vote together as a single class with
the common stock, par value $0.00001 per share ("Common Stock"), constituting a
majority of the outstanding shares of Common Stock on an as converted basis.
Under the Articles of Incorporation, the holders of the Series C Preferred Stock
and the holders of the Series D Preferred Stock are entitled to vote together as
a single class with the Common Stock and are entitled to votes equal to the
largest number of whole shares of Common Stock into which such holder's
preferred shares could be converted on the date of the written consent.

The filing of a Certificate of Amendment of Articles of Incorporation
with the Nevada Secretary of State, which will effect the foregoing actions,
will not be done until a date that is at least twenty (20) days after the
mailing of this Information Statement.

This Information Statement will be sent on or about March 10, 2006 to
the Company's stockholders of record who have not been solicited for their
consent of this corporate action.

OUTSTANDING SHARES AND VOTING RIGHTS

As of the Record Date, the Company's authorized capitalization
consisted of 150,000,000 shares of Common Stock, par value $0.00001 per share,
of which 7,141,003 were issued and outstanding as of such Record Date. Each
share of Common Stock is entitled to one vote per share. As of the Record Date,
there were authorized 50,000,000 shares of preferred stock, of which 16,000,000
have been designated Series C Preferred Stock, and 8,863,636 have been
designated Series D Preferred Stock. As of the Record Date, there were
outstanding 13,701,837 shares of Series C Preferred Stock and 7,045,545 shares
of Series D Preferred Stock which are entitled to votes equal to an aggregate
of 20,747,291 shares of Common Stock.

Stockholders holding votes equal to 17,706,521 shares of Common Stock,
constituting a majority of the voting rights of all outstanding shares of
capital stock as at the Record Date, and having sufficient voting power to
approve such proposals through their ownership of capital stock, have voted in
favor of the foregoing proposal by resolution dated February 20, 2006. No other
stockholder consents will be solicited in connection with this Information
Statement.

Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the proposals will not be adopted until a date at least 20 days after
the date on which this Information Statement has been mailed to the
stockholders. The Company anticipates that the action contemplated herein will
be effected on or about the close of business on March 30, 2006.

The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
the Common Stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.

This Information Statement will serve as written notice to stockholders
pursuant to Section 78.370 of the Nevada Revised Statutes.

STOCK OWNERSHIP

The following table sets forth as of February 17, 2006, certain information
regarding the beneficial ownership (1) of the Company's capital stock
outstanding by (i) each person who is known to the Company to own 5% or more of
any class of its outstanding voting securities, (ii) each director of the
Company, (iii) certain officers of the Company and (iv) all executive officers,
certain other officers and all 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., 200 Railroad Avenue, Greenwich, CT 06830.
As of February 17, 2006, the Company had 7,141,003 shares of Common Stock issued
and outstanding, 13,701,837 shares of Series C Preferred Stock issued and
outstanding, and 7,045,454 shares of Series D Preferred Stock issued and
outstanding.

Common Stock (1)
------------------------

Amount and Percent of
Nature of Outstanding
Title of Name and Address of Beneficial Percent of Voting
Class Beneficial Owner Ownership Class Securities (2)
------- ------------------ ------------- ----------- --------------

Common Rodney A. Bienvenu, Jr. (3) 5,151,833 9.99% 17.80%
_________________________________________________________________________________________________
Series C Rodney A. Bienvenu, Jr. (3) 1,813,261 13.23% 17.80%
_________________________________________________________________________________________________
Common Ernest C. Mysogland (4) 4,675,707 9.99% 16.13%
_________________________________________________________________________________________________
Series C Ernest C. Mysogland (4) 1,813,261 13.23% 16.13%
_________________________________________________________________________________________________
Common Brian J. Sisko (5) 162,500 2.22% *
_________________________________________________________________________________________________
Common Jeff Bailey (6) 6,770 * *
_________________________________________________________________________________________________
Common Gus Bottazzi (7) 603,863 7.80% 2.14%
_________________________________________________________________________________________________
Common John A. Boehmer (8) 12,187 * *
_________________________________________________________________________________________________
Common David M. Howitt (9) 1,195,868 9.99% 4.17%
_________________________________________________________________________________________________
Common Mark J. Lotke (10) 12,187 * *
_________________________________________________________________________________________________
Common Mark Finkel -- -- --
_________________________________________________________________________________________________
Common All directors and executive 6,422,544 42.35% 20.25%
officers as a group (9
persons) (11)
_________________________________________________________________________________________________
Series C All directors and executive 2,117,913 15.17% 24.60%
officers as a group (9
persons) (11)
_________________________________________________________________________________________________
Common Asset Managers International 2,406,319 9.99% 8.22%
Ltd. (12)
_________________________________________________________________________________________________
Common Manuel D. Ron. (13) 2,389,781 9.99% 8.22%
_________________________________________________________________________________________________
Series C Asset Managers International 1,000,000 7.16% 8.22%
Ltd.
_________________________________________________________________________________________________
Series C Manuel D. Ron. (13) 1,000,000 7.16% 8.22%
_________________________________________________________________________________________________
Common Carmignac Infotech (14) 627,828 8.10% 2.23%
_________________________________________________________________________________________________
Common Carmignac Technologies (15) 1,425,692 9.99% 4.99%
_________________________________________________________________________________________________

_________________________________________________________________________________________________
Series C Carmignac Technologies 707,000 5.16% 4.99%
_________________________________________________________________________________________________
Common Rajesh Varma (16) 2,053,520 18.09% 7.36%
_________________________________________________________________________________________________
Series C Rajesh Varma (16) 1,010,000 7.23% 7.36%
_________________________________________________________________________________________________
Common Carnegie Fund (17) 455,533 6.19% 1.63%
_________________________________________________________________________________________________
Common Mikael Kadri (18) 455,533 6.19% 1.63%
_________________________________________________________________________________________________
Common Viktor Rehnqvist (19) 455,533 6.19% 1.63%
_________________________________________________________________________________________________
Common Crestview Capital Master, LLC 7,661,407 9.99% 24.01%
(20)
_________________________________________________________________________________________________
Common Robert Hoyt (21) 7,661,407 9.99% 24.01%
_________________________________________________________________________________________________
Series C Crestview Capital Master, LLC 2,020,000 14.74% 24.01%
_________________________________________________________________________________________________
Series C Robert Hoyt (21) 2,020,000 14.74% 24.01%
_________________________________________________________________________________________________
Common CAMOFI Master LDC (22) 5,827,449 9.99% 18.40%
_________________________________________________________________________________________________
Common Richard Smithline (23) 5,827,449 9.99% 18.40%
_________________________________________________________________________________________________
Series C DCOFI Master LDC 2,000,000 14.60% 25.58%
_________________________________________________________________________________________________
Series C Richard Smithline (23) 2,000,000 14.30% 25.58%
_________________________________________________________________________________________________
Common Gibralt Capital Corporation 472,873 6.21% 1.68%
(24)
_________________________________________________________________________________________________
Common John Ciampi (25) 472,873 6.21% 1.68%
_________________________________________________________________________________________________
Common Gupta Holdings, LLC (26) 4,384,316 9.99% 14.52%
_________________________________________________________________________________________________
Common Tom T. Gores (27) 11,429,770 19.98% 39.78%
_________________________________________________________________________________________________
Common Jerome N. Gold (28) 4,384,316 9.99% 14.52%
_________________________________________________________________________________________________
Common Robert J. Joubran (29) 4,384,316 9.99% 14.52%
_________________________________________________________________________________________________
Common Eva Kawalski (30) 4,384,316 9.99% 14.52%
_________________________________________________________________________________________________
Series C Gupta Holdings, LLC 2,020,000 14.74% 14.52%
_________________________________________________________________________________________________
Series C Tom T. Gores (27) 2,020,000 14.74% 39.78%
_________________________________________________________________________________________________

_________________________________________________________________________________________________
Series C Jerome N. Gold (28) 2,020,000 14.74% 14.52%
_________________________________________________________________________________________________
Series C Robert J. Joubran (29) 2,020,000 14.74% 14.52%
_________________________________________________________________________________________________
Series C Eva Kawalski (30) 2,020,000 14.74% 14.52%
_________________________________________________________________________________________________
Common ISIS Acquisition Partners II, 1,344,465 9.99% 4.71%
LLC (31)
_________________________________________________________________________________________________
Common ISIS Acquisition Partners, 485,085 6.36% 1.72%
LLC (32)
_________________________________________________________________________________________________
Common ISIS Capital Management, LLC 4,621,541 26.34% 15.94%
(33)
_________________________________________________________________________________________________
Series C ISIS Capital Management, LLC 1,813,261 12.99% 15.94%
(34)
_________________________________________________________________________________________________
Common Fortress Credit Corp. (35) 2,109,042 22.80% 7.03%
_________________________________________________________________________________________________
Common OXA Trade and Finance, Inc. 1,330,648 9.99% 4.61%
(36)
_________________________________________________________________________________________________
Common Pogue Capital International 513,218 6.78% 1.83%
Ltd. (37)
_________________________________________________________________________________________________
Common DCI Master LDC (38) 1,476,727 9.99% 5.03%
_________________________________________________________________________________________________
Common SEB Investments (39) 4,073,406 9.99% 13.62%
_________________________________________________________________________________________________
Common Tobias Hagstrom (40) 4,073,406 9.99% 13.62%
_________________________________________________________________________________________________
Series C SEB Investments 2,020,000 14.74% 13.62%
_________________________________________________________________________________________________
Series C Tobias Hagstrom (40) 2,020,000 14.74% 13.62%
_________________________________________________________________________________________________
Common Vision Opportunity Master 1,005,834 9.99% 3.48%
Fund, Ltd. (43)
_________________________________________________________________________________________________
Common Mai N. Pogue (44) 1,872,275 17.17% 6.54%
_________________________________________________________________________________________________
Common Platinum Equity, LLC (45) 7,045,454 9.99% 25.26%
_________________________________________________________________________________________________
Series D Platinum Equity, LLC 7,045,454 100% 25.26%
_________________________________________________________________________________________________
Series D Tom T. Gores (27) 7,045,454 100% 39.78%
_________________________________________________________________________________________________

* 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,
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) Considers Common Stock, Series C Preferred Stock and Series D Preferred
Stock voting together as a single class, with the Common Stock entitled to one
vote per share, the Series C Preferred Stock entitled to one vote per share of
Series C Preferred Stock, and the Series D Preferred Stock entitled to one vote
per share of Series D Preferred Stock.

(3) Rodney A. Bienvenu, Jr. Amount includes the securities or rights to acquire
securities held or deemed to be held by ISIS Acquisition Partners II LLC ("IAP
II"), ISIS Acquisition Partners LLC ("IAP"), and by ISIS Capital Management, LLC
("ISIS") as described in notes 31, 32, 33 and 34 below. Mr. Bienvenu is a
managing member of ISIS, and ISIS is the managing member of IAP and IAP II. Mr.
Bienvenu may be deemed to have voting and investment power with respect to
shares beneficially owned by IAP II, IAP and/or ISIS and disclaims beneficial
ownership of such shares, except to the extent of his respective proportionate
pecuniary interest therein. Amount also includes(i) vested options to acquire
42,792 shares of Common Stock at an exercise price of $1.08 per share, and (ii)
vested options to acquire 487,500 shares of common stock at an exercise price of
$1.19 per share.

(4) Ernest C. Mysogland. Amount includes the securities or rights to acquire
securities held by ISIS Acquisition Partners II LLC ("IAP II"), ISIS Acquisition
Partners LLC ("IAP"), and by ISIS Capital Management, LLC ("ISIS") as described
in notes 31, 32, 33 and 34 below. Mr. Mysogland is a managing member of ISIS,
and ISIS is the managing member of IAP and IAP II. Mr. Mysogland may be deemed
to have voting and investment power with respect to shares beneficially owned by
IAP II, IAP and/or ISIS and disclaims beneficial ownership of such shares,
except to the extent of his respective proportionate pecuniary interest therein.
Amount also includes vested options to acquire 54,166 shares of common stock at
an exercise price of $1.19 per share.

(5) Brian J. Sisko. Amount includes vested options to acquire 162,500 shares of
common stock at an exercise price of $1.08 per share.

(6) Jeff Bailey. Amount includes vested options to acquire 6,770 shares of
Common Stock at an exercise price of $1.08 per share.

(7) Gus Bottazzi. Amount includes (i) vested options to acquire 187,520 shares
of Common Stock at an exercise price of $6.75 per share, (ii) vested options to
acquire 2,000 shares of common stock at an exercise price of $25.00 per share,
(iii) 304,652 shares of Series C Preferred Stock, convertible into 304,652
shares of Common Stock and (iv) Warrants to acquire 104,652 shares of Common
Stock at $1.25 per share. Mr. Bottazzi was a director and President of the
Company until March, 2005.

(8) John A. Boehmer. Amount includes vested options to acquire 12,187 shares of
Common Stock at an exercise price of $1.08 per share.

(9) David M. Howitt. Amount includes amounts held by IAP II as described in note
31 below, to the extent of Mr. Howitt's interest in IAP II. Amount also includes
vested options to acquire 12,187 shares of Common Stock at an exercise price of
$1.08 per share, and 406,901 shares of Common Stock issuable upon conversion of
principal and interest under a convertible promissory note held by Mr. Howitt.

(10) Mark J. Lotke. Amount includes vested options to acquire 12,187 shares of
Common Stock at an exercise price of $1.08 per share.

(11) Officers and Directors as a group. Amount includes shares held or deemed to
be held by Messrs. Bienvenu, Mysogland and Howitt, without duplication, as
described in notes 3, 4 and 7 above, and amounts held by Mr. Sisko and Mr.
Bottazzi as described in notes 5 and 6 above.

(12) Asset Managers International Ltd. Amount includes 1,000,000 shares of
Series C Preferred Stock convertible into 1,000,000 shares of Common Stock, and
warrants to acquire 1,389,781 shares of Common Stock at an exercise price of
$1.25 per share.

(13) Manuel D. Ron. Amount includes securities or rights to acquire securities
held by Asset Managers International Ltd. as described in note 12 above. Mr.
Manuel D. Ron exercises voting and investment power over the shares held by this
entity. Mr. Ron disclaims beneficial ownership of the shares, except to the
extent of his pecuniary interests therein.

(14) Carmignac Infotech. Amount includes 21,828 shares of Common Stock, 303,000
shares of Series C Preferred Stock convertible into 303,000 shares of Common
Stock, and warrants to acquire 303,000 shares of Common Stock at an exercise
price of $1.25 per share.

(15) Carmignac Technologies. Amount includes 707,000 shares of Series C
Preferred Stock convertible into 707,000 shares of Common Stock, and warrants to
acquire 707,000 shares of Common Stock at an exercise price of $1.25 per share.

(16) Rajesh Varma. Amount includes securities and rights to acquire securities
held by Carmignac Infotech and Carmignac Technologies as described in notes 14
and 15. Mr. Rajesh Varma exercises voting and investment power over the shares
held by these entities. Mr. Varma disclaims beneficial ownership of the shares,
except to the extent of his pecuniary interests therein.

(17) Carnegie Fund. Amount includes 238,227 shares of Common Stock, warrants to
acquire 8,000 shares of Common Stock for an exercise price of $2.00 per share,
104,653 shares of Series C Preferred Stock convertible into 104,653 shares of
Common Stock, and warrants to acquire 104,653 shares of Common Stock at an
exercise price of $1.25 per share.

(18) Mr. Mikael Kadri. Amount includes securities and rights to acquire
securities held by Carnegie Fund as described in note 17. Mr. Kadri exercises
voting and investment power over the shares held by this entity. Mr. Kadri
disclaims beneficial ownership of these shares except to the extent of his
pecuniary interests therein.

(19) Mr. Viktor Rehnqvist. Amount includes securities and rights to acquire
securities held by Carnegie Fund as described in note 17. Mr. Rehnqvist

exercises voting and investment power over the shares held by this entity. Mr.
Rehnqvist disclaims beneficial ownership of these shares except to the extent of
his pecuniary interests therein.

(20) Crestview Capital Master, LLC. Amount includes 2,020,000 shares of Series C
Preferred Stock convertible into 2,020,000 shares of Common Stock, warrants to
acquire 2,020,000 shares of Common Stock at an exercise price of $1.25 per
share, subordinated debt convertible into 2,000,000 shares of Common Stock, and
1,621,407 shares of Common Stock at an exercise price of $1.25 per share.

(21) Robert Hoyt. Amount includes securities or rights to acquire securities
held by Crestview Capital Master, LLC as described in note 20. Mr. Robert Hoyt
exercises voting and investment power over the shares held by this entity. Mr.
Hoyt disclaims beneficial ownership of the shares, except to the extent of his
pecuniary interests therein.

(22) CAMOFI Master LDC. Amount includes 2,000,000 shares of Series C Preferred
Stock convertible into 2,000,000 shares of Common Stock, warrants to acquire
2,000,000 shares of Common Stock at an exercise price of $1.25 per share,
warrants to acquire 779,562 shares of Common Stock at an exercise price of $1.25
per share, subordinated debt convertible into 500,000 shares of Common Stock,
warrants to acquire 500,000 shares of Common Stock at an exercise price of $1.25
per share, and 47,887 shares of Common Stock.

(23) Richard Smithline. Amount includes securities or rights to acquire
securities held by DCOFI Master LDC as described in note 22. Mr. Smithline
exercises voting and investment power over the shares held by this entity. Mr.
Smithline disclaims beneficial ownership of the shares, except to the extent of
his pecuniary interests therein.

(24) Gibralt Capital Corporation. Amount includes 234,497 shares of Series C
Preferred Stock convertible into 234,497 shares of Common Stock, warrants to
acquire 234,497 shares of Common Stock at an exercise price of $1.25 per share,
and 3,879 shares of Common Stock.

(25) John Ciampi. Amount includes the securities and rights to acquire
securities held by Gibralt Capital Corporation as described in note 24. Mr.
Ciampi exercises voting and investment power over the shares held by this
entity. Mr. Ciampi disclaims beneficial ownership of the shares, except to the
extent of his pecuniary interests therein.

(26) Gupta Holdings, LLC. Amount includes 2,020,000 shares of Series C Preferred
Stock convertible into 2,020,000 shares of Common Stock, warrants to acquire
2,020,000 shares of Common Stock at an exercise price of $1.25 per share,
warrants to acquire 292,336 shares of Common Stock at an exercise price of $1.25
per share, and 51,980 shares of Common Stock.

(27) Tom T. Gores. Amount includes securities and rights to acquire securities
held by Gupta Holdings, LLC as described in note 26, and Platinum Equity, LLC as
described in note 45. Mr. Gores exercises voting and investment power over the
shares held by these entities. Mr. Gores disclaims beneficial ownership of the
shares, except to the extent of his pecuniary interests therein.

(28) Jerome N. Gold. Amount includes securities and rights to acquire securities
held by Gupta Holdings, LLC as described in note 26. Mr. Gold

exercises voting and investment power over the shares held by this entity. Mr.
Gold disclaims beneficial ownership of the shares, except to the extent of his
pecuniary interests therein.

(29) Robert J. Joubran. Amount includes securities and rights to acquire
securities held by Gupta Holdings, LLC as described in note 26. Mr. Joubran
exercises voting and investment power over the shares held by this entity. Mr.
Joubran disclaims beneficial ownership of the shares, except to the extent of
his pecuniary interests therein.

(30) Eva Kawalski. Amount includes securities and rights to acquire securities
held by Gupta Holdings, LLC as described in note 26. Ms. Kawalski exercises
voting and investment power over the shares held by this entity. Ms. Kawalski
disclaims beneficial ownership of the shares, except to the extent of her
pecuniary interests therein.

(31) ISIS Acquisition Partners II, LLC. Amount includes 389,114 shares of Common
Stock, warrants to acquire 375,000 shares of Common Stock for an exercise price
of $1.00 per share, 287,795 shares of Series C Preferred Stock convertible into
287,795 shares of Common Stock, and warrants to acquire 287,795 shares of Common
Stock at an exercise price of $1.25 per share.

(32) ISIS Acquisition Partners, LLC. Amount includes 240,553 shares of shares of
Series C Preferred Stock convertible into 240,553 shares of Common Stock, and
warrants to acquire 240,553 shares of Common Stock at an exercise price of $1.25
per share.

(33) ISIS Capital Management, LLC ("ISIS"). Amount includes 1,284,913 shares of
Series C Preferred Stock convertible into 1,284,913 shares of Common Stock, and
warrants to acquire 1,284,913 shares of Common Stock at an exercise price of
$1.25 per share. Amount also includes the securities or rights to acquire
securities held by ISIS Acquisition Partners II LLC ("IAP II") and by ISIS
Acquisition Partners LLC ("IAP") as described in footnotes 31 and 32. ISIS is
the managing member of IAP and IAP II and has voting and investment power with
respect to shares beneficially owned by IAP II and/or IAP.

(34) ISIS Capital Management, LLC ("ISIS"). Amount includes 1,284,913 shares of
Series C Preferred Stock. Amount also includes the Series C Preferred Stock held
by ISIS Acquisition Partners II LLC ("IAP II") and by ISIS Acquisition Partners
LLC ("IAP") as described in footnotes 31 and 32. ISIS is the managing member of
IAP and IAP II and has voting and investment power with respect to shares
beneficially owned by IAP II and/or IAP.

(35) Fortress Credit Corp. Amount includes warrants to acquire 2,109,042 shares
of Common Stock at an exercise price of $0.01 per share.

(36) Oxa Trade and Finance, Inc. Amount includes 52,500 shares of Common Stock,
warrants to acquire 50,000 shares of Common Stock for an exercise price of $1.00
per share, 313,958 shares of Series C Preferred Stock convertible into 313,958
shares of Common Stock, warrants to acquire 313,958 shares of Common Stock at an
exercise price of $1.25 per share, 5,193 shares of Common Stock, warrants to
acquire 181,818 shares of Common Stock at $1.25 per share, and 413,223 shares of
Common Stock issuable upon the conversion of debt.

(37) Pogue Capital International Ltd. Amount includes 88,348 shares of Common
Stock, warrants to acquire 6,260 shares of Common Stock for an exercise price of
$2.00 per share, 209,305 shares of Series C Preferred Stock convertible into
209,305 shares of Common Stock, and warrants to acquire 209,305 shares of Common
Stock at an exercise price of $1.25 per share.

(38) DCI Master LDC. Amount includes warrants to acquire 363,636 shares of
Common Stock, and 1,113,091 shares of Common Stock issuable upon the conversion
of debt.

(39) SEB Asset Management. Amount includes 2,020,000 shares of Series C
Preferred Stock convertible into 2,020,000 shares of Common Stock, warrants to
acquire 2,020,000 shares of Common Stock at an exercise price of $1.25 per
share, and 33,406 shares of Common Stock.

(40) Tobias Hagstrom. Amount includes securities and rights to acquire
securities held by SEB Asset Management as described in note 39. Mr. Hagstrom
exercises voting and investment power over the shares held by this entity. Mr.
Hagstrom disclaims beneficial ownership of the shares, except to the extent of
his pecuniary interests therein.

(43) Vision Opportunity Master Fund, Ltd. Amount 1,005,834 shares of Common
Stock issuable upon the conversion of debt.

(44) Mai N. Pogue. Ms. Pogue, jointly with her husband, Gerald A. Pogue, owns
28,408 shares of Common Stock. In addition, the amount includes securities held
by Oxa Trade and Finance, Inc. and Pogue Capital International as described in
notes 36 and 37.

(45) Platinum Equity, LLC. Amount includes 7,045,054 shares of Series D
Preferred Stock, convertible into 7,045,054 shares of Common Stock.

AMENDMENT TO THE ARTICLES OF INCORPORATION

The Company's board of directors and a majority of the stockholders of
the Company eligible to vote on the matter have approved an Amendment to the
Articles of Incorporation of the Company in the form attached hereto as Exhibit
A to change the name of the Company from WARP TECHNOLOGY HOLDINGS, INC. to HALO
TECHNOLOGY HOLDINGS, INC. After careful consideration, the Company's board of
directors determined that "Halo Technology Holdings, Inc." effectively
identifies the Company and is better suited as the Company's name than its
present name. The Board of Directors believes the name "Halo Technology
Holdings, Inc." effectively communicates the Company's future business
intentions to acquire additional technology companies and to operate as a
holding company overseeing such companies. The Company has been doing business
under the trade name "Halo Technology Holdings". The effect of the Amendment
will be to formally change the Company's name to "Halo Technology Holdings,
Inc."

ADDITIONAL INFORMATION

One copy of this Information Statement may be delivered to two or more
stockholders who share one address in accordance with Exchange Act Rule
14a-3(e)(1), unless we have received contrary instructions from one or more of
the stockholders. We will promptly deliver upon written or oral request a
separate copy of this Information Statement to a stockholder at a shared address
to which a single copy of the documents were delivered. Additionally,
stockholders sharing an address can request delivery of a single copy of the
Information Statement if they are receiving multiple copies. Stockholders may
contact us at WARP Technology Holdings, Inc., 200 Railroad Avenue, Greenwich,
Connecticut 06830, telephone (203) 422-2950.

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
reports and other information including annual and quarterly reports on Form
10-KSB and 10-QSB with the Securities and Exchange Commission (the
"Commission"). Reports and other information filed by the Company can be
inspected and copied at the public reference facilities maintained at the
Commission at Room 1580, 100 F Street, N.W., Washington, DC 20549. Copies of
such material can be obtained upon written request addressed to the Commission,
Public Reference Section, 100 F Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains a web site on the Internet
(http://www.sec.gov) that contains the periodic reports and other filings of
companies that file electronically with the Commission and copies of the
Company's filings can be reviewed and obtained at that web site.

By Order of the Board of Directors,

/s/ Ernest C. Mysogland
--------------------------
Ernest C. Mysogland
Executive Vice President,
Chief Legal Officer and
Secretary

Greenwich, Connecticut
February 28, 2006

Exhibit A
---------

Certificate of Amendment to Articles of Incorporation For
Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation: Warp Technology Holdings, Inc.

2. The articles have been amended as follows (provide article numbers, if
available):

Article FIRST of the Corporation's Articles of Incorporation has been
amended, superseded and replaced as follows:

"The name of the corporation is Halo Technology Holdings, Inc."

3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 17,706,521 out of
27,888,294 shares.

4. Effective date of filing (optional): _____________________________
(must not be later than 90 days after the certificate is filed)

5. Officer Signature (required): ______________________