SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CRESTVIEW CAPITAL MASTER LLC

(Last)

(First)

(Middle)

95 REVERE DRIVE, SUITE A

(Street)

NORTHBROOK

60062

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WARP TECHNOLOGY HOLDINGS INC [ WARP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.00001 per share	12/27/2005		P		1,528,759	A	$1	3,528,759	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Purchase Warrant	$1.25	12/27/2005		D			2,000,000	01/31/2005	01/31/2010	Common Stock	2,000,000	⁽¹⁾	3,528,759	D
Common Stock Purchase Warrant	$1.25	12/27/2005		D			779,562	01/31/2005	01/31/2010	Common Stock	779,562	⁽¹⁾	3,528,759	D

Explanation of Responses:

1. Non-cash consideration, see below

Remarks:

On December 27, 2005, the Reporting Person entered into an agreement with the Issuer whereby the Reporting Person exchanged an aggregate of 2,779,562 Common Stock Purchase Warrants for 1,528,759 newly issued shares of Common Stock of the Issuer. The Reporting Person paid no cash consideration in this transaction. As previously reported on Form 3 dated January 31, 2005, the 2,779,562 Common Stock Purchase Warrants contained a beneficial ownership limitation on exercise to the extent that such exercise would result in, together with other securities of the Issuer held by the Reporting Person and its Affiliates, the Reporting Person beneficially owning in excess of 9.99% of the issued and outstanding Common Stock of the Issuer. Immediately prior to this transaction, the Reporting Person beneficially owned 39.1% of the issued and outstanding Common Stock, thus the Common Stock Purchase Warrants were not currently exercisable at the time of this transaction. The Reporting Person beneficially owns 3,528,759 shares of Common Stock or 49.9% of the 7,068,489 issued and outstanding shares of Common Stock of the Issuer as of December 27, 2005, based on the sum of (i) 3,539,730 issued and outstanding shares, as reported in the Issuer's Form 10-QSB filed in November 11, 2005, (ii) 2,000,000 shares of Common Stock underlying the currently-convertible Subordinated Secured Promissory Note held by the Reporting Person and (iii) 1,528,759 newly issued shares of Common Stock held by the Reporting Person.

	CRESTVIEW CAPITAL MASTER, LLC /s/ Robert Hoyt, Manager	03/21/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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