-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ObpxZMsrQJ7xQ3sssQQFMYyvqvBl0ke9xIlCPVIR4KOqERKnuJm0eXUVCPYyTu7B 4uTloXWcVjtBXg7ZuFXJJw== 0000911420-07-000336.txt : 20070430 0000911420-07-000336.hdr.sgml : 20070430 20070430143608 ACCESSION NUMBER: 0000911420-07-000336 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070430 DATE AS OF CHANGE: 20070430 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Halo Technology Holdings, Inc. CENTRAL INDEX KEY: 0001125052 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 880467845 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78304 FILM NUMBER: 07799475 BUSINESS ADDRESS: STREET 1: 151 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (212) 962-9277 MAIL ADDRESS: STREET 1: 151 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: WARP TECHNOLOGY HOLDINGS INC DATE OF NAME CHANGE: 20021017 FORMER COMPANY: FORMER CONFORMED NAME: ABBOTT MINES LTD DATE OF NAME CHANGE: 20000927 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESTVIEW CAPITAL MASTER LLC CENTRAL INDEX KEY: 0001303225 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 95 REVERE DRIVE STREET 2: SUITE A CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 847-559-0060 MAIL ADDRESS: STREET 1: 95 REVERE DRIVE STREET 2: SUITE A CITY: NORTHBROOK STATE: IL ZIP: 60062 SC 13D/A 1 d238385807.txt AMENDMENT NO. 10 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 10) Under the Securities Exchange Act of 1934 HALO TECHNOLOGY HOLDINGS, INC. (Name of Issuer) COMMON STOCK, $0.00001 PAR VALUE (Title of Class of Securities) 40637E106 (CUSIP Number) Adam Blonsky c/o Crestview Capital Master, LLC 95 Revere Drive, Suite A Northbrook, IL 60062 (847) 559-0060 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 30, 2007 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 40637E106 13D Page 2 of 5 Pages - ------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Crestview Capital Master, LLC - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |-| (b) |X| - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 Shares ------------------------------------------------------------ Beneficially 8. Shared Voting Power Owned by 8,816,413 (See Item 5) Each ------------------------------------------------------------ Reporting 9. Sole Dispositive Power Person With 0 - ------------------------------------------------------------------------------- 10. Shared Dispositive Power 8,816,413 (See Item 5) - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 8,816,413 (See Item 5) - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 25.4%* - ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO * Based upon 34,723,185 issued and outstanding shares of Common Stock, calculated as the sum of (i) 30,723,185 issued and outstanding shares of Common Stock as of February 1, 2007, as reported in the Issuer's Form 10-QSB for the fiscal quarter ended December 31, 2006 and filed on February 14, 2007 with the Securities and Exchange Commission, and (ii) 4,000,000 shares of Common Stock underlying the currently-convertible Subordinated Secured Promissory Note held by Crestview Capital Master, LLC. CUSIP No. 40637E106 13D Page 3 of 5 Pages - ------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Crestview Capital Partners, LLC - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |-| (b) |X| - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |X| - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Illinois - ------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 Shares ------------------------------------------------------------- Beneficially 8. Shared Voting Power Owned by 8,816,413 (See Item 5) Each ------------------------------------------------------------- Reporting 9. Sole Dispositive Power Person With 0 - ------------------------------------------------------------------------------- 10. Shared Dispositive Power 8,816,413 (See Item 5) - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 8,816,413 (See Item 5) - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 25.4%* - ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO * Based upon 34,723,185 issued and outstanding shares of Common Stock, calculated as the sum of (i) 30,723,185 issued and outstanding shares of Common Stock as of February 1, 2007, as reported in the Issuer's Form 10-QSB for the fiscal quarter ended December 31, 2006 and filed on February 14, 2007 with the Securities and Exchange Commission, and (ii) 4,000,000 shares of Common Stock underlying the currently-convertible Subordinated Secured Promissory Note held by Crestview Capital Master, LLC. CUSIP No. 40637E106 13D Page 4 of 5 Pages - ------------------------------------------------------------------------------- This Amendment No. 10 ("Amendment No. 10") is being filed jointly by Crestview Capital Master, LLC ("Crestview") and Crestview Capital Partners, LLC ("Crestview Partners") (each, a "Reporting Person" and, collectively, the "Reporting Persons") and amends the Schedule 13D filed by the Reporting Persons on March 23, 2006, as amended by Amendment No. 1 thereto filed on March 23, 2006, as amended by Amendment No. 2 thereto filed on July 24, 2006, as amended by Amendment No. 3 thereto filed on July 28, 2006, as amended by Amendment No. 4 thereto filed on August 11, 2006, as amended by Amendment No. 5 thereto filed on December 20, 2006, as amended by Amendment No. 6 thereto filed on March 27, 2007, as amended by Amendment No. 7 thereto filed on April 6, 2007, as amended by Amendment No. 8 thereto filed on April 16, 2007, as amended by Amendment No. 9 thereto filed on April 18, 2007 (collectively, the "Schedule 13D"). Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION The response to Item 4 of the Schedule 13D is hereby amended by adding the following: On April 30, 2007, the Reporting Persons delivered a letter to the Issuer (the "April 30 Letter") alleging the Issuer's violation of the exclusivity provisions set forth in section 1 of the letter agreement by and between the Reporting Persons and the Issuer dated as of April 17, 2007 (the "April 17 Letter") with respect to the purchase of the business of Empagio, Inc., a wholly owned subsidiary of the Issuer, previously filed as Exhibit 99.13 to the Schedule 13D. The April 30 Letter is attached hereto as Exhibit 99.15. Except to the extent of the matters set forth in the April 17 Letter and the April 30 Letter, the Reporting Persons do not have any plans or proposals with respect to Items a-j of Item 4 of Schedule 13D. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The response to Item 7 of the Schedule 13D is hereby amended by adding Exhibit 99.15 as follows: Exhibit 99.15. Letter to the Issuer, dated April 30, 2007 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 30, 2007 CRESTVIEW CAPITAL MASTER, LLC By: CRESTVIEW CAPITAL PARTNERS, LLC, its sole Manager By: /s/ Daniel I. Warsh ----------------------------------- Name: Daniel I. Warsh Title: Manager CRESTVIEW CAPITAL PARTNERS, LLC By: /s/ Daniel I. Warsh ----------------------------------- Name: Daniel I. Warsh Title: Manager EXHIBIT INDEX Exhibit 99.15. Letter to the Issuer, dated April 30, 2007 EX-99.15 2 e56686601.txt ATTN: BOARD OF DIRECTORS CRESTVIEW CAPITAL PARTNERS, LLC April 30, 2007 VIA EMAIL AND MESSENGER Halo Technology Holdings, Inc. (the "Company") 151 Railroad Avenue Greenwich, CT 06890 Attn: Board of Directors Re: Breach of that certain letter agreement, dated April 17, 2007, between the Company and Crestview Capital Partners, LLC (the "Letter Agreement") related to the acquisition of Empagio, Inc. - ------------------------------------------------------------------------------- Gentlemen: We were dismayed to learn that the Company's senior representatives have been engaged in discussions with respect to an Alternative Transaction (as defined in the Letter Agreement). These actions constitute a complete violation of the Company's obligations under paragraph 1 of the Letter Agreement. Accordingly, we hereby reiterate our demand (as a follow-up to our prior demands of senior management of the Company) that the Company comply with its obligations under paragraph 1 of the Letter Agreement and that it immediately cease all discussions with any other person or entity regarding an Alternative Transaction (and that it cause its affiliates, subsidiaries, stockholders, officers, directors, employees, agents and representatives to do the same) so that the Company and we can proceed with our efforts to achieve the contemplated Transaction. As you know, we have devoted significant resources in an effort to move the proposed Transaction forward as contemplated by the Letter Agreement on an extremely fast time-table, we remain committed to doing so and we find the Company's actions outlandish. We intend to hold you, and any others who may have participated in that breach, including creditors, responsible for any and all damages which we may suffer as a result of this breach of the Letter Agreement, and as you must be well aware, the Letter Agreement itself provides that this breach automatically entitles us to reimbursement of any and all of our (and the Fund's) legal, transactional and due diligence costs incurred in connection with the Transaction. In addition, as required by paragraph 1 of the Letter Agreement, we hereby reiterate our demand (previously made to the Company's senior management) that the Company immediately provide us with copies of all written materials which it has received with respect to any Alternative Transaction. In closing we feel compelled to make three additional points. First, we want to make sure that you understand that you and your related parties and representatives and agents are prohibited by the exclusivity provision from taking any action which is inconsistent with or adverse to the consummation of an acquisition of the business of Empagio by the Fund and its designees. We fully intend to hold you to this obligation and to vigorously defend our exclusive business relationship with the Company, which was fully negotiated by us and which is clear for all to know given our 13D filing, to seek to achieve the proposed Transaction. Second, pursuant to the Letter Agreement, our exclusivity will automatically extend this evening for an additional one week period. Third, and finally, we remain one of the Company's largest interest holders. It has become clear to us in our due diligence process, as we have proceeded with our efforts regarding the proposed Transaction that delay with respect to the Empagio transaction can have a serious adverse affect on Empagio's customers, its contacts and employees. The delay in moving our proposed Transaction forward as a result of the breach by the Company of the Letter Agreement, and any further delay, could truly threaten the value of the Empagio business. As a material interest holder in the Company, we intend to take all legal action we deem necessary or appropriate to protect that investment in the Company and we urge you to reconsider your potentially destructive course and the duties that are applicable when dealing with the value of the Company and a key business asset. We trust that, upon reconsideration, you and your representatives will fully commit to completing the proposed Transaction, ignore any interference from any third party interlopers you are not permitted to speak with (who must know you are not permitted to speak with them), and abide by all your obligations under the Letter Agreement. CRESTVIEW CAPITAL PARTNERS, LLC By: /s/ Daniel I. Warsh ---------------------------- Name: Daniel I. Warsh Title: Manager -----END PRIVACY-ENHANCED MESSAGE-----