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
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Crestview Capital Master, LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |-|
(b) |X|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
Delaware
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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
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10. Shared Dispositive Power
8,816,413 (See Item 5)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,816,413 (See Item 5)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11)
25.4%*
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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
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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
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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
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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
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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