SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
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Schedule
13D
Under
the
Securities Exchange Act of 1934
Amendment
No. 1
HALO
TECHNOLOGY HOLDINGS, INC.
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(Name
of
Issuer)
Common
Stock, $0.00001 par value
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(Title
of
Class of Securities)
40637E106
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(CUSIP
Number)
___________________________
Adam
Benowitz
Vision
Opportunity Master Fund Ltd.
20
W.
55th
Street,
5th
Floor
New
York,
New York 10019
with
a
copy to:
Barry
J.
Siegel, Esquire
Klehr,
Harrison, Harvey, Branzburg & Ellers, LLP
260
South
Broad Street
Philadelphia,
PA 19102
(215)
568-6060
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(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October
11, 2006
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(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 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 240.13d-7(b) 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 |
|
Page
2 of
pages
6
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1.
|
NAME
OF REPORTING PERSON
Vision
Opportunity Master Fund Ltd. EIN 27-0120759
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
£
(b)
£
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
WC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or 2(e) £
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6.
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CITIZENSHIP
OR PLACE OR ORGANIZATION
The
Cayman Islands
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
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7.
|
SOLE
VOTING POWER 7,000,002
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8.
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SHARED
VOTING POWER 0
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9.
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SOLE
DISPOSITIVE POWER 7,000,002
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10.
|
SHARED
DISPOSITIVE POWER 0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000,002
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.2%1
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14.
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TYPE
OF REPORTING PERSON CO2
|
(1)
Based
upon 30,160,378 issued and outstanding shares of Common Stock as of October
12,
2006, as reported in Issuer’s Form 10KSB/A filed for the fiscal year ended June
30, 2006. The shares beneficially owned by the Reporting Person consist of
4,044,118 shares issuable upon conversion of a subordinated convertible
promissory note in the principal amount of $2,750,000 and 2,955,884 shares
issuable upon the exercise of two warrants to purchase 1,102,942 shares each
and
one warrant to purchase 750,000 shares. The note and the warrants provide that
the number of shares that may be acquired by the Reporting Person, together
with
any other shares held by the Reporting Person, cannot exceed 9.99% of the total
number of issued and outstanding shares of Issuer’s common stock.
(2)
Adam
Benowitz, in his capacity as Managing Member of the Reporting Person, has
ultimate dispositive power over the shares held by the Reporting Person. Mr.
Benowitz disclaims beneficial ownership of the shares disclosed
herein.
| CUSIP No. 40637E106 |
|
Page 3
of
pages
6
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Item
1. Security and Issuer.
This
statement relates to shares of common stock, par value $0.00001 per share (the
“Common
Stock”),
of
Halo 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
Amendment No. 1 to Schedule 13D is filed by Vision Opportunity Master Fund
Ltd.
(the “Reporting
Person”).
Attached as Schedule I hereto and incorporated herein by reference is a list
containing the (a) name, (b) citizenship, and (c) present principal occupation
or employment, and the name and principal business address of any corporation
or
other organization in which such employment is conducted, for each director
and
executive officer of the Reporting Person (the “Directors and Officers”).
(b) The
business address for the Reporting Person is 20 W. 55th
Street,
5th
Floor,
New York, NY 10019.
(c)
The
principal business of the Reporting Person is making and managing investments
for private investors.
(d) The
Reporting Person has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
To
the knowledge of the Reporting Person, during the last five years, none of
its
Directors or Officers has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) The
Reporting Person has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as
a result of such proceeding 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. To the knowledge of the Reporting Person, none of its
Directors and Officers has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as
a result of such proceeding 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:
The Cayman Islands
| CUSIP No. 40637E106 |
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Page 4
of
pages
6
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Item
3. Source and Amount of Funds or Other Consideration.
The
Reporting Person surrendered 1,000,000 shares of Common Stock upon conversion
of
a $1,250,000 convertible promissory note it received as part of a transaction
that occurred between the Reporting Person and the Issuer on January 27, 2006
and paid $1,500,000 to purchase a note and two warrants. The Reporting Person
used funds used in its ordinary course of business to pay for the cash portion
of the transaction.
Item
4. Purpose of the Transaction.
This
Amendment No. 1 to Schedule 13D relates to the Reporting Person’s purchase of a
note and two warrants. The note and the two warrants were purchased for
investment purposes only.
Other
than the sale of its shares of Common Stock in ordinary brokerage transactions,
the Reporting Person 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.
Item
5. Interest in Securities of the Issuer.
(a) The
Reporting Person beneficially owns 7,000,002 shares, or 23.2% of the outstanding
Common Stock consisting of 30,160,378 shares of Common Stock outstanding as
of
October 12, 2006. The shares beneficially owned by the Reporting Person consist
of 4,044,118 shares issuable upon conversion of a subordinated convertible
promissory note in the principal amount of $2,750,000 (the “Note”)
and
2,955,884 shares issuable upon the exercise of two warrants to purchase
1,102,942 shares each and one warrant to purchase 750,000 shares (collectively,
the “Warrants”).
The
Note and the Warrants provide that the number of shares that may be acquired
by
the Reporting Person, together with any other shares held by the Reporting
Person, cannot exceed 9.99% of the total number of issued and outstanding shares
of Issuer’s common stock.
(b) The
Reporting Person has sole power to vote or to direct the vote, and sole power
to
dispose or to direct the disposition of the Note, the Warrants and the 7,000,002
shares of Common Stock.
(c) Except
as
set forth in Items 3 and 4 above, the Reporting Person has not effected any
transactions in the securities of the Issuer during the past sixty
days.
(d) To
the
knowledge of the Reporting Person, no person, other than the Reporting Person,
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock reported herein
as
beneficially owned by the Reporting Person.
(e) Not
applicable.
| CUSIP No. 40637E106 |
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Page 5
of
pages
6
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Item
6.
Contracts, Arrangements, Understandings, or Relationships with Respect to the
Issuer.
The
matters set forth in Item 4 are incorporated in this Item 6 by
reference.
Item
7. Material
to be Filed as Exhibits.
None.
Signature
After
reasonable inquiry and to the best of the undersigned's knowledge and belief,
the undersigned certifies that the information set forth in this statement
is
true, complete and correct.
Dated:
January 10, 2007
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VISION
OPPORTUNITY MASTER FUND LTD.
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|
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By: |
/s/ Adam
Benowitz |
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Name:
Adam Benowitz
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Title:
Managing
Partner |
| CUSIP No. 40637E106 |
|
Page 6
of
pages
6
|
Schedule
I
The
following information sets forth the (a) name, (b) citizenship, and (c) present
principal occupation or employment and the name, principal business address
of
any corporation or other organization in which such employment is conducted,
for
each of the directors and executive officers of the Reporting Person. Except
as
indicated below, the business address of each director and executive officer
of
the Reporting Person is 20 W. 55th
Street,
5th
Floor,
New York, New York 10019. Each of the directors and executive officers of the
Reporting Person is a citizen of the United States.
DIRECTORS:
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Name
|
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Present
Occupation and Employer Address
|
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|
|
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Adam
Benowitz
|
|
Vision
Capital Advisors, LLC
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|
317
Madison Avenue, Suite 1220
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New
York, NY 10017
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Robert
Arnott
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Appleby
Spurling Hunter
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P.O.
Box 31695
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George
Town, Grand Cayman
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Cayman
Islands, BWI
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John
Lawless
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BISYS
Hedge Fund Services (Cayman) Ltd.
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Cayman
Corporate Centre
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P.O.
Box 1748 GT
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27
Hospital Road
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George
Tow, Cayman
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Cayman
Islands, BWI
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EXECUTIVE
OFFICERS:
|
Name
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Title
of Reporting Person
|
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|
|
|
Adam
Benowitz
|
|
Managing
Partner
|