SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Amendment No. 3
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
Halo Technology Holdings, Inc.
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(Name of Issuer)
Common Stock, $0.0001 par value per share
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(Title of Class of Securities)
40637E106
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(CUSIP Number)
February 14, 2008
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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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CUSIP No. 40637E106 13G
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1. NAME OF REPORTING PERSONS
S.S. NO. OF ABOVE PERSONS
Richard Smithline
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
4,005,853*
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,005,853*
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,005,853*
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.25%*
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12. TYPE OF REPORTING PERSON
IN
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CUSIP No. 40637E106 13G
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1. NAME OF REPORTING PERSONS
S.S. NO. OF ABOVE PERSONS
Centrecourt Asset Management LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
4,005,853*
-----------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,005,853*
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,005,853*
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.25%*
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12. TYPE OF REPORTING PERSON
IA
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CUSIP No. 40637E106 13G
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1. NAME OF REPORTING PERSONS
S.S. NO. OF ABOVE PERSONS
CAMOFI Master LDC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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5. SOLE VOTING POWER
3,658,408*
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER2
REPORTING
PERSON 3,658,408*
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,658,408*
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.44%*
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12. TYPE OF REPORTING PERSON
OO
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Item 1.
(a) Name of Issuer:
Halo Technology Holdings, Inc.
(b) Address of Issuer's Principal Executive Offices.
200 Railroad Avenue, 3rd Floor
Greenwich, CT 06830
Item 2.
(a) Name of Person Filing:
This Schedule 13G is being filed with respect to shares of Common
Stock of the Issuer which are beneficially owned by Richard
Smithline ("Mr. Smithline"), Centrecourt Asset Management LLC
("Centrecourt") and CAMOFI Master LDC ("CAMOFI") (collectively, the
"Reporting Persons").
The Reporting Persons are making a joint filing because they may be
deemed a group pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended. The Reporting Persons do not affirm the
existence of such a group.
(b) Address of Principal Business Office or, if none, Residence:
The principal business address of each of Mr. Smithline and
Centrecourt is:
350 Madison Avenue, 8th Floor
New York, NY 10017
The principal business address of CAMOFI is:
90 Fort Street, 5th Floor
Box 32021 SMB
Grand Cayman, Cayman Islands
(c) Citizenship:
Mr. Smithline is a United States citizen.
Centrecourt is organized and existing in Delaware.
CAMOFI is organized and existing in the Cayman Islands.
(d) Title of Class of Securities:
Common Stock, $0.0001 par value per share.
(e) CUSIP Number:
40637E106
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Exchange
Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) |_| Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) |_| Investment company registered under Section 8 of the
Investment Company Act.
(e) |_| Investment adviser in accordance with Sec.
240.13d-1(b)(1)(ii)(E).
(f) |_| Employee benefit plan or endowment fund in accordance with
Sec. 240.13d-1(b)(1)(ii)(F).
(g) |_| Parent holding company, in accordance with Sec.
240.13d-1(b)(ii)(G).
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) |_| Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Sec. 240.13d-1(c), check this box
|X|.
Item 4. Ownership:
(a) Amount Beneficially Owned:
Mr. Smithline: 4,005,853* shares of Common
Stock comprised of (i) 1,000,000 shares of
Common Stock held by CAMOFI, (ii) 1,041,399
shares of Common Stock issuable within 60
days upon the conversion of a convertible
promissory note held by CAMOFI, (iii) an
aggregate of 1,617,009 shares of Common
Stock issuable within 60 days upon the
exercise of warrants held by CAMOFI, and
(iv) an aggregate of 347,445 shares of
Common Stock issuable within 60 days upon
the exercise of warrants held by
Centrecourt. Mr. Smithline is a director of
CAMOFI.
Centrecourt: 4,005,853* shares of Common
Stock comprised of (i) 1,000,000 shares of
Common Stock held by CAMOFI, (ii) 1,041,399
shares of Common Stock issuable within 60
days upon the conversion of a convertible
promissory note held by CAMOFI, (iii) an
aggregate of 1,617,009 shares of Common
Stock issuable within 60 days upon the
exercise of warrants held by CAMOFI, and
(iv) an aggregate of 347,445 shares of
Common Stock issuable within 60 days upon
the exercise of warrants held by
Centrecourt. Centrecourt is the investment
manager of CAMOFI.
CAMOFI: 3,658,408* shares of Common Stock
comprised of (i) 1,000,000 shares of Common
Stock held by CAMOFI, (ii) 1,041,399 shares
of Common Stock issuable within 60 days upon
the conversion of a convertible promissory
note held by CAMOFI, and (iii) an aggregate
of 1,617,009 shares of Common Stock issuable
within 60 days upon the exercise of warrants
held by CAMOFI.
(b) Percent of Class. Mr. Smithline: 9.25%*
Centrecourt: 9.25%*
CAMOFI: 8.44%*
*The warrants held by Centrecourt and CAMOFI, as well as the convertible
promissory note held by CAMOFI, contain provisions that would prohibit the
holder thereof from exercising and/or converting, as applicable, any of such
securities to the extent that upon such exercise or conversion, as applicable,
such holder, together with its affiliates, would beneficially hold more than
9.99% of the total number of shares of Common Stock then issued and outstanding
(determined in accordance with Section 13(d) of the Securities Exchange Act, as
amended), unless such holder shall have provided the issuer with 61 days' notice
of the holder's waiver of such provisions. Even if all such convertible and
exercisable securities are converted and exercised in full, the Reporting
Persons would beneficially own, at most, 9.25% of the issuer's issued and
outstanding shares of Common Stock. Accordingly, all of such securities are
convertible and exercisable in full as of the date hereof. However, the
Reporting Persons disclaim beneficial ownership of such securities, and Mr.
Smithline and Centrecourt disclaim beneficial ownership of all securities
covered by this statement.
The percentages used herein are based upon the number of securities held
by the Reporting Persons as of February 4, 2008, and the number of shares of
Common Stock issued and outstanding as of May 15, 2007, as reported in the
issuer's Form 10-QSB for the fiscal quarter ended March 31, 2007, filed with the
Securities and Exchange Commission on May 21, 2007.
(c) Number of shares as to which each such person has:
(i) sole power to vote or to direct the vote: Mr. Smithline: 4,005,853*
Centrecourt: 4,005,853*
CAMOFI: 3,658,408*
(ii) shared power to vote or to direct
the vote: Mr. Smithline: 0
Centrecourt: 0
CAMOFI: 0
(iii) sole power to dispose or to direct the
disposition of: Mr. Smithline: 4,005,853*
Centrecourt: 4,005,853*
CAMOFI: 3,658,408*
(iv) shared power to dispose or to direct the
disposition of: Mr. Smithline: 0
Centrecourt: 0
CAMOFI: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
|_|.
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 or Control
Person.
See Item 4(a) above, which is incorporated by reference herein.
Item 8. Identification and Classification of Members of the Group.
The Reporting Persons may be deemed to constitute a group with one
another pursuant to Section 13 of the Securities Exchange Act of 1934.
The Reporting Persons do not affirm the existence of such a group.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that
purpose or effect.
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.
Date: February 5, 2008
/s/ Richard Smithline
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Richard Smithline
Centrecourt Asset Management LLC
By: /s/ Richard Smithline
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Name: Richard Smithline
Title: Managing Member
CAMOFI Master LDC
By: /s/ Richard Smithline
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Name: Richard Smithline
Title: Director
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree jointly to prepare and file with regulatory
authorities an Amendment No. 3 to Schedule 13G and any amendments thereto
reporting each of the undersigned's ownership of securities of Halo Technology
Holdings, Inc. and hereby affirm that such Amendment No. 3 to Schedule 13G is
being filed on behalf of each of the undersigned.
Date: February 5, 2008
/s/ Richard Smithline
--------------------------------
Richard Smithline
Centrecourt Asset Management LLC
By: /s/ Richard Smithline
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Name: Richard Smithline
Title: Managing Member
CAMOFI Master LDC
By: /s/ Richard Smithline
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Name: Richard Smithline
Title: Director