UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
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(b)
ARPEGGIO ACQUISITION CORPORATION
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
042689109
(CUSIP Number)
April 7, 2006
(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)
Schedule 13G
CUSIP No. 042689109 Page 2
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Helios Partners Fund Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) (X)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. SOLE VOTING POWER
0
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 408,450 (1)
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
8. SHARED DISPOSITIVE POWER
408,450 (1)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
408,450 (1)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.92% (2)
12. TYPE OF REPORTING PERSON
OO
Schedule 13G
CUSIP No. 042689109 Page 3
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert H. Setrakian
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) (X)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
26,100
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 408,450 (1)
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 26,100
PERSON WITH
8. SHARED DISPOSITIVE POWER
408,450 (1)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
434,550 (1)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.24% (2)
12. TYPE OF REPORTING PERSON
IN
Schedule 13G
CUSIP No. 042689109 Page 4
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Seth V. Setrakian
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) (X)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
0
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 408,450 (1)
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
8. SHARED DISPOSITIVE POWER
408,450 (1)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
408,450 (1)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.92% (2)
12. TYPE OF REPORTING PERSON
IN
Schedule 13G
CUSIP No. 042689109 Page 5
Item 1.
(a) Name of Issuer:
Arpeggio Acquisition Corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices:
10 East 53rd Street, 35th Floor
New York, NY 10022
Item 2.
1. (a) Name of Person Filing:
Helios Partners Fund Management, LLC
(b) Address of Principal Business Office, or, if none, Residence:
126 East 56th Street
New York, New York 10022
(c) Citizenship or Place of Organization:
Helios Partners Fund Management, LLC is organized under the laws
of the State of Delaware.
(d) Title of Class of Securities: Common Stock, $0.0001 par value
(e) CUSIP Number: 042689109
2. (a) Name of Person Filing:
Robert H. Setrakian
(b) Address of Principal Business Office, or, if none, Residence:
126 East 56th Street
New York, New York 10022
(c) Citizenship or Place of Organization: United States
(d) Title of Class of Securities: Common Stock, $0.0001 par value
(e) CUSIP Number: 042689109
3. (a) Name of Person Filing:
Seth V. Setrakian
(b) Address of Principal Business Office, or, if none, Residence:
126 East 56th Street
New York, New York 10022
(c) Citizenship or Place of Organization: United States
(d) Title of Class of Securities: Common Stock, $0.0001 par value
(e) CUSIP Number: 042689109
Schedule 13G
CUSIP No. 042689109 Page 6
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:
Not applicable.
Item 4. Ownership.
1. Helios Partners Fund Management, LLC:
(a) Amount beneficially owned: 408,450 shares of Common Stock,
$0.0001 cents par value. (1)
(b) Percent of class: 4.92% (2)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0 shares
(ii) Shared power to vote or to direct the vote:
408,450 shares (1)
(iii) Sole power to dispose or to direct the disposition of:
0 shares
(iv) Shared power to dispose or to direct the disposition of:
408,450 shares (1)
2. Robert H. Setrakian:
(a) Amount beneficially owned: 434,550 shares of Common Stock,
$0.0001 par value. (1)
(b) Percent of class: 5.24% (2)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 26,100 shares
(ii) Shared power to vote or to direct the vote:
408,450 shares (1)
(iii) Sole power to dispose or to direct the disposition of:
26,100 shares
(iv) Shared power to dispose or to direct the disposition of:
408,450 shares (1)
3. Seth V. Setrakian:
(a) Amount beneficially owned: 408,450 shares of Common Stock,
$0.0001 par value. (1)
(b) Percent of class: 4.92% (2)
Schedule 13G
CUSIP No. 042689109 Page 7
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0 shares
(ii) Shared power to vote or to direct the vote:
408,450 shares (1)
(iii) Sole power to dispose or to direct the disposition of:
0 shares
(iv) Shared power to dispose or to direct the disposition of:
408,450 shares (1)
Notes:
(1) Helios Partners Fund Management, LLC ("HPFM") is the investment
manager of Helios Partners Fund, LP and Helios Partners Offshore, Ltd.
(the "Funds"). In its role as investment manager, HPFM possesses
investment and/or voting power over the securities of the Issuer
described in this schedule that are owned by the Funds, and may be
deemed to be the beneficial owner of the shares of the Issuer held by
the Funds. Robert H. Setrakian and Seth V. Setrakian (together with
HPFM, the "Reporting Persons") are managing directors of HPFM. However,
all securities reported in this schedule as being beneficially owned by
HPFM are owned by the Funds. The Reporting Persons disclaim beneficial
ownership of such securities which are owned by the Funds. In addition,
the filing of this Schedule 13G shall not be construed as an admission
that the Reporting Persons or their affiliates are the beneficial owner
of any securities owned by the Funds which are covered by this Schedule
13G for any purpose, other than Section 13(d) of the Securities Exchange
Act of 1934.
(2) Percentage of ownership is determined by dividing the number of shares
beneficially held by 8,300,000, the number of shares of Common Stock issued
and outstanding as of March 14, 2006, as reported in the Issuer's most
recent current report on Form 10-QSB.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 4.
Schedule 13G
CUSIP No. 042689109 Page 8
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below each party certifies that, to the best of his, her
or its 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 influencng the control of the issuer of the Securities and were not
acquired and dare 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: April 17, 2006 Helios Partners Fund Management, LLC
By: /s/ Robert H. Setrakian
-----------------------------
Name: Robert H. Setrakian
Title: Managing Director
Date: April 17, 2006 /s/ Robert H. Setrakian
-----------------------------
Name: Robert H. Setrakian
Date: April 17, 2006 /s/ Seth V. Setrakian
-----------------------------
Name: Seth V. Setrakian