SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 3)
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)
June 30, 2006
(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).
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
1 (entities only)
Crestview Capital Master, LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b) |X|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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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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Number of 7. Sole Voting Power
Shares 6,558,759 (See Item 4 and 5)
Beneficially ---------------------------------------------------------------
Owned by
Each 8. Shared Voting Power
Reporting 6,558,759 (See Item 4 and 5)
Person With ---------------------------------------------------------------
9. Sole Dispositive Power
6,558,759 (See Item 4 and 5)
---------------------------------------------------------------
10. Shared Dispositive Power
6,558,759 (See Item 4 and 5)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,558,759
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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)
24.54%*
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14. Type of Reporting Person (See Instructions)
OO
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* Based upon 26,723,244 issued and outstanding shares of Common Stock as of June
30, 2006, as reported in writing to the Reporting Persons by the Chief Legal
Officer of the Issuer on July 18, 2006.
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
1 (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)
WC
-----------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
-----------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
-----------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 6,558,759 (See Item 4 and 5)
Beneficially ---------------------------------------------------------------
Owned by
Each 8. Shared Voting Power
Reporting 6,558,759 (See Item 4 and 5)
Person With ---------------------------------------------------------------
9. Sole Dispositive Power
6,558,759 (See Item 4 and 5)
---------------------------------------------------------------
10. Shared Dispositive Power
6,558,759 (See Item 4 and 5)
---------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,558,759
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
-----------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
24.54%*
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14. Type of Reporting Person (See Instructions)
OO
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* Based upon 26,723,244 issued and outstanding shares of Common Stock as of June
30, 2006, as reported in writing to the Reporting Persons by the Chief Legal
Officer of the Issuer on July 18, 2006.
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This Schedule 13D ("Schedule 13D") is being filed by Crestview Capital
Master, LLC ("Crestview") and Crestview Capital Partners, LLC ("Crestview
Partners") (each, a "Reporting Person" and collectively, the "Reporting
Persons").
Item 1. Security and Issuer.
This statement on Amendment No. 3 to the Schedule 13D relates to the
common stock, $0.00001 par value per share (the "Common Stock"), of Halo
Technology Holdings, Inc. (formerly Warp Technology Holdings, Inc.) (the
"Company" or the "Issuer"), a corporation organized under the laws of the
State of Nevada. The address of the Issuer's principal executive offices is
200 Railroad Avenue, 3rd Floor, Greenwich, CT 06830.
Item 2. Identity and Background
(a) This Statement is filed as a joint statement pursuant to Rule 13d-1(k)
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") by
each of the Reporting Persons. The Reporting Persons are making a joint filing
due solely to (i) the ownership by Crestview of more than 5% of the Common
Stock, (ii) the beneficial ownership of shares of Common Stock by Crestview
Partners and (iii) the relationships among the Reporting Persons. While the
Reporting Persons may be deemed to be a "group" for purposes of Section 13(d)(3)
of the Exchange Act, each of the Reporting Persons hereby disclaims the
existence and membership in a "group" and disclaims beneficial ownership of
shares of Common Stock beneficially owned by all other Reporting Persons.
(b) The business address for each Reporting Person is c/o Crestview Capital
Funds, 95 Revere Drive, Suite A, Northbrook, Illinois 60062.
(c) The principal business of each Reporting Person is purchasing, selling,
trading and investing in securities.
(d) No Reporting Person has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five years.
(e) No Reporting Person has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction during the last five years as a
result of which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Citizenship
Crestview: Delaware
Crestview Partners: Delaware
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Item 3. Source and Amount of Funds or Other Consideration
Crestview:
On June 30, 2006, pursuant to a written agreement dated May 15, 2006
between Crestview and the Company, (i) Crestview converted 2,020,000 shares of
Series C Convertible Preferred Stock (the "Preferred Stock") of the Company and
received 2,020,000 shares of Common Stock and (ii) out of 2,020,000 Common Stock
purchase warrants of the Company ("Warrants") owned by Crestview, (a) Crestview
exercised, on a cashless basis, 1,010,000 Warrants and received 1,010,000 shares
of Common Stock and (b) the Company cancelled the remaining 1,010,000 Warrants
owned by Crestview as consideration for such cashless exercise. There was no
consideration paid by Crestview to the Company in connection with these
transactions.
Since Crestview had previously waived the beneficial ownership limitations
on exercise in the Warrants, as further described on Schedule 13D (Amendment No.
2) filed on July 24, 2006 with the Securities and Exchange Commission, the net
result of the transactions described immediately above was to lower Crestview's
beneficial ownership of Common Stock from 7,568,759 shares to 6,558,759 shares.
In addition to the 3,030,000 newly issued shares of Common Stock described
above, Crestview owns (i) a Subordinated Secured Promissory Note due August 2,
2009 of the Issuer which is convertible into 2,000,000 shares of Common Stock at
a conversion price of $2.00 and (ii) an additional 1,528,759 shares of Common
Stock.
Item 4. Purpose of Transaction
The purpose of this Amendment No. 3 to the Schedule 13D is to report the
transactions described in Item 3 above. All securities of the Issuer acquired by
the Reporting Persons were acquired for investment purposes.
The Reporting Person, except as described in this Item 4, does not have
any definitive present plans or proposals which will relate to or would result
in any of the events or actions described in clauses (a) through (j) of Item 4
of Schedule 13D, except for the sale of its shares of Common Stock in ordinary
brokerage transactions.
Item 5. Interest in Securities of the Issuer
(a) Crestview Partners serves as the investment manager or general
partner of Crestview, and as such has been granted investment
discretion over investments including the Common Stock owned by
Crestview. As a result of its role as investment manager to
Crestview, Crestview Partners may be deemed to be the beneficial
owner, as defined in Rule 13d-3 under the Securities Exchange Act of
1934, of Common Stock held by Crestview. However, Crestview Partners
does not (except indirectly as the sole Manager of Crestview) have
the right to receive any dividends from, or the proceeds from the
sale of, the Common Stock held by Crestview and disclaims any
ownership associated with such rights. Currently, Stewart Flink,
Robert Hoyt and Daniel Warsh, in their capacity as managers of
Crestview Partners, have delegated authority regarding the portfolio
management decisions of Crestview Partners with respect to the
Common Stock owned by Crestview. None of such persons has any legal
right to maintain such delegated authority. As a result of such
delegated authority, Messrs. Flink, Hoyt and Warsh may be deemed to
be the beneficial owners of Common Stock held by Crestview. However,
neither of Messrs. Flink, Hoyt and Warsh has any right to receive
any dividends from, or the proceeds from the sale of, the Common
Stock held by Crestview and disclaim beneficial ownership of such
shares of Common Stock. For purposes of this statement, each
Reporting Person is reporting that:
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(i) Crestview. Crestview is the beneficial owner of 6,558,759 shares of
Common Stock, which, to Crestview's knowledge, represents
approximately 24.54% of the outstanding Common Stock as of the date
hereof (based upon 26,723,244 issued and outstanding shares of
Common Stock as of June 30, 2006, as reported in writing to the
Reporting Persons by the Chief Legal Officer of the Issuer on July
18, 2006.).
(ii) Crestview Partners. Crestview Partners is the beneficial owner of
6,558,759 shares of Common Stock, which, to Crestview Partner's
knowledge, represents approximately 24.54% of the outstanding Common
Stock as of the date hereof (based upon 26,723,244 issued and
outstanding shares of Common Stock as of June 30, 2006, as reported
in writing to the Reporting Persons by the Chief Legal Officer of
the Issuer on July 18, 2006.).
(b) As described in Item 5(a) above, solely by virtue of certain relationships,
the Reporting Persons may be deemed to share voting control of the shares of
Common Stock owned by the other Reporting Person, however, each Reporting Person
disclaims beneficial ownership over shares owned by such other Reporting Person.
(c) Except as set forth in Item 3 above, there have been no transactions in
securities of the Issuer that were effected by the Reporting Person during the
past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
among the Reporting Persons or between each Reporting Person and any other
person with respect to the securities of the Company.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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Signatures
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: July 28, 2006
CRESTVIEW CAPITAL MASTER, LLC
By: CRESTVIEW CAPITAL PARTNERS, LLC, its sole Manager
By: ___/s/ Robert Hoyt_____________
Name: Robert Hoyt
Title: Manager
CRESTVIEW CAPITAL PARTNERS, LLC
By: __/s/ Robert Hoyt______________
Name: Robert Hoyt
Title: Manager
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