FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * CRESTVIEW CAPITAL MASTER LLC   2. Issuer Name and Ticker or Trading Symbol Halo Technology Holdings, Inc. [HALO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 95 REVERE DRIVE, SUITE A 3. Date of Earliest Transaction (Month/Day/Year) 07/18/2006 (Street) NORTHBROOK, IL 60062 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price common stock, par value $.00001 per share ("Common Stock") 07/18/2006   J(1)   12,946 A $ 2.34 6,571,705 D   Common Stock 07/18/2006   J   23,981 A $ 2.09 6,595,686 D   Common Stock 07/18/2006   J   20,460 A $ 1.48 6,616,146 D   Common Stock 07/18/2006   J   35,261 A $ 1.42 6,651,407 D   Common Stock 07/18/2006   J   24,715 A $ 1.23 6,676,122 D   Common Stock 07/18/2006   J   37,148 A $ 1.35 6,713,270 D   Common Stock 07/18/2006   J   24,338 A $ 1.25 6,737,608 D   Common Stock 07/18/2006   J   46,669 A $ 1.07 6,784,277 D   Common Stock 07/18/2006   J   32,136 A $ 0.94 6,816,413 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CRESTVIEW CAPITAL MASTER LLC 95 REVERE DRIVE SUITE A NORTHBROOK, IL 60062		X

Signatures

/s/ Daniel Warsh		08/10/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On July 18, 2006, the Reporting Person acquired from the Issuer an aggregate of 257,654 shares of Common Stock in payment of (i) $151,500 in accrued and unpaid dividends on the Series C Convertible Preferred Stock owned, until June 30, 2006, by the Reporting Person and (ii) $200,000 in accrued and unpaid interest on the Subordinated Secured Promissory Note currently owned by the Reporting Person. In connection with the acquisition of such 257,654 shares of Common Stock, the Reporting Person paid no new cash consideration to the Issuer. Crestview is the beneficial owner of 6,816,413 shares of Common Stock, which, to Crestview's knowledge, represents 25.5% 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).

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