-----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, V42dZjPT7ll6gvXn3jJvwp5/qe2uZ3RgPG3Q42o05Hy+b5LonavZSefZ6bcitprr j/BV6jo7Uu5KatPSj+HuGA== 0000911420-07-000361.txt : 20070504 0000911420-07-000361.hdr.sgml : 20070504 20070504120741 ACCESSION NUMBER: 0000911420-07-000361 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070504 DATE AS OF CHANGE: 20070504 GROUP MEMBERS: CRESTVIEW CAPITAL MASTER, LLC 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: 07818879 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 d238392982.txt AMENDMENT NO. 12 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 12) 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) May 4, 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. 12 ("Amendment No. 12") 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, as amended by Amendment No. 10 thereto filed on April 30, 2007, as amended by Amendment No. 11 thereto filed on May 3, 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 the morning of May 4, the Reporting Persons filed a complaint against the Company, Seth Bernstein, Chatham Capital and Chatham Investment Fund III, L.L.C., in the Circuit Court of Cook County, Illinois County Department, Chancery Division (the "Chancery Court") seeking injunctive and declaratory relief to enforce the terms of (i) 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, and (ii) the expense reimbursement provisions set forth in section 2 of the April 17 Letter. In addition, the Reporting Persons have requested temporary relief from the Circuit Court to restrain the Issuer, Mr. Bernstein and the Chatham entities from ongoing violation of the exclusivity provisions of the April 17 Letter or from having any further discussions or negotiations or taking any further action or entering into any further agreement with respect to any Alternative Transaction (as defined in the April 17 Letter). The Reporting Persons remain willing to proceed with their efforts to accomplish the Transaction set forth in the April 17 Letter. The Reporting Persons reserve all legal and other rights and remedies available to them with respect to any breaches with respect to the April 17 Letter, including by any third parties, or otherwise with respect to the Issuer or a transaction involving Empagio. 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: May 4, 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 -----END PRIVACY-ENHANCED MESSAGE-----