Warp Technology Holdings, Inc.
                               151 Railroad Avenue
                               Greenwich, CT 06830

                                                             Ernest C. Mysogland
Office (203) 422-2950                                      Chief Legal Officer &
Fax (203) 422-5329                                      Executive Vice President

                                         July 20, 2005

VIA EDGAR CORRESPONDENCE
AND FACSIMILE

Mr. Daniel Lee
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C.  20549


        Re:  WARP Technology Holdings, Inc.
             Registration Statement on Form S-2 (Originally filed April 5, 2005)
             File No. 333-123864

Dear Mr. Lee:

Pursuant to Rule 461 of the Securities Act of 1933, on behalf of Warp Technology
Holdings, Inc., a Nevada corporation ("Warp"), I hereby request that the
effective date of the above-referenced registration statement be accelerated so
that it shall become effective at 5:00 on July 22, 2005 or as soon as
practicable thereafter.

Warp hereby acknowledges that

     o    should the Commission or the staff, acting pursuant to delegated
          authority, declare the above-referenced registration statement
          effective, it does not foreclose the Commission from taking any action
          with respect to the filing;

     o    the action of the Commission or the staff, acting pursuant to
          delegated authority, in declaring the above-referenced registration
          statement effective, does not relieve Warp from its full
          responsibility for the adequacy and accuracy of the disclosure in the
          above-referenced registration statement; and

     o    Warp may not assert the staff comments and the declaration of
          effectiveness as a defense in any proceeding initiated by the
          Commission or any person under the federal securities laws of the
          United States.

Thank you for your time and consideration of this matter.


                                                        Sincerely,

                                                        /s/ Ernest C. Mysogland

                                                        Ernest C. Mysogland