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
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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
-------------------------------------------------------------------------------
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
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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