Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *
Bienvenu Rodney A
 2. Issuer Name and Ticker or Trading Symbol
Halo Technology Holdings, Inc. [HALO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)

11 RIVER ROAD, UNIT 109		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2006
(Street)


COS COB, CT 06807		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
common stock 06/30/2006   X4 143,898 A $ 1.25 837,136 I by ISIS Acquisition Partners II, LLC
common stock 06/30/2006   X4 120,277 A $ 1.25 374,479 I by ISIS Acquisiton Partners, LLC
common stock 06/30/2006   X4 642,457 A $ 1.25 2,000,366 I by ISIS Capital Management, LLC
common stock 06/30/2006   C4 304,124 (2) A $ 1 837,136 I by ISIS Acquisition Partners II, LLC
common stock 06/30/2006   C4 254,202 (2) A $ 1 374,479 I by ISIS Acquisition Partners, LLC
common stock 06/30/2006   C4 1,357,909 (2) A $ 1 2,000,366 I by ISIS Capital Management, LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrant (right to buy) $ 1.25 06/30/2006   X4   287,795   (1) 03/31/2010 common stock
143,898
$ 0 0
I
By ISIS Acquisition Partners II, LLC
Common Stock Warrant (right to buy) $ 1.25 06/30/2006   X4   240,553   (1) 03/31/2010 common stock
120,277
$ 0 0
I
By ISIS Acquisition Partners LLC
Common Stock Warrant (right to buy) $ 1.25 06/30/2006   X4   1,284,913   (1) 03/31/2010 common stock
642,457
$ 0 0
I
By ISIS Capital Management, LLC
Series C Convertible Preferred Stock $ 1 06/30/2006   C4   287,795   (1) 03/31/2008 common stock
287,795
$ 0 0
I
By ISIS Acquisition Partners II, LLC
Series C Convertible Preferred Stock $ 1 06/30/2006   C4   240,553   (1) 03/31/2008 common stock
240,553
$ 0 0
I
By ISIS Acquisition Partners, LLC
Series C Convertible Preferred Stock $ 1 06/30/2006   C4   1,284,913   (1) 03/31/2008 common stock
1,284,913
$ 0 0
I
By ISIS Capital Management, LLC

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bienvenu Rodney A
11 RIVER ROAD, UNIT 109
COS COB, CT 06807		   X   X   Chief Executive Officer  

Signatures

Ernest C. Mysogland, as Attorney-in-fact 08/15/2006
**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) immediate
(2) Includes shares received as dividends on the Series C stock upon conversion.

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