Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1 )

CONSPIRACY ENTERTAINMENT HOLDINGS, INC.

(Name of Issuer)

COMMON STOCK, $.001 PAR VALUE

(Title of Class of Securities)

(CUSIP Number)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x Rule 13d-1(c)

*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 the disclosures provided in a prior cover page.

The information required in 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).

(Continued on following page(s)

Page 1 of 4 Pages


CUSIP No.		13G		Page 2 of 4 Pages

1. NAMES OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Whalehaven Capital Fund Limited

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) o

(b) o

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

5. SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON - 5,814,142 Common stock

6. SHARED VOTING POWER - None

7. SOLE DISPOSITIVE POWER - 5,814,142 shares of Common Stock

8. SHARED DISPOSITIVE POWER - None

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -

5,814,142 shares of Common Stock

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES x

The aggregate amount in Row 9 does not include shares issuable upon conversion of Notes and exercise of Warrants held by Whalehaven Capital Fund Limited, which contain a contractually stipulated 4.99% ownership restriction. The full conversion of Whalehaven Capital Fund Limited’s Convertible Notes and Warrants would exceed this restriction.

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

11.358%

12. TYPE OF REPORTING PERSON


CUSIP No.		13G		Page 3 of 4 Pages

ITEM 1 (a) NAME OF ISSUER: Conspiracy Entertainment Holdings Inc.

ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

612 Santa Monica Boulevard, Santa Monica, CA 90401

ITEM 2 (a) NAME OF PERSON FILING: Whalehaven Capital Fund Limited

ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

3rd Floor, 14 Par-Laville Road, Hamilton, Bermuda HM08

ITEM 2 (c) CITIZENSHIP: Bermuda

ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock, $.001 par value

ITEM 2 (e) CUSIP NUMBER:

ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable

ITEM 4 OWNERSHIP

(a) AMOUNT BENEFICIALLY OWNED: 5,814,142 Shares of Common Stock

(b) PERCENT OF CLASS: 11.358%

(i) SOLE POWER TO VOTE OR DIRECT THE VOTE

5,814,142 Shares

(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE

0 Shares

(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

5,814,142 Shares

(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

0 Shares


CUSIP No.		13G		Page 4 of 4 Pages

ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable

ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not applicable

ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable

ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP

Not applicable

ITEM 9 NOTICE OF DISSOLUTION OF GROUP

Not applicable

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.

		August 13, 2009
		(Date)

		/s/ Brian Mazzella
		(Signature)

		Whalehaven Capital Fund Limited
		By: Brian Mazzella, CFO
		(Name/Title)