SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

WHALEHAVEN CAPITAL FUND LTD

(Last)

(First)

(Middle)

3RD FLOOR, 14 PAR-LA-VILLE ROAD

(Street)

HAMILTON

HM08

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/29/2008

3. Issuer Name and Ticker or Trading Symbol
CONSPIRACY ENTERTAINMENT HOLDINGS INC [ CPYE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,509,588	D
Zero Coupon Secured Note	111,800⁽¹⁾	D
10% Secured Note	113,889⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
5% Secured Convertible Note⁽²⁾	08/31/2004	08/31/2006	Common Stock	11,410,000	$0.02	D
5% Secured Convertible Note⁽²⁾	02/09/2005	02/09/2007	Common Stock	12,500,000	$0.02	D
15% Secured Convertible Note⁽²⁾	08/11/2006	02/01/2007	Common Stock	6,175,000	$0.02	D
15% Secured Convertible Note⁽²⁾	07/09/2007	08/01/2008	Common Stock	5,000,000	$0.02	D
15% Secured Convertible Note⁽²⁾	03/30/2007	08/01/2007	Common Stock	2,000,000	$0.02	D
2004 Class A Warrants⁽²⁾	10/06/2004	08/31/2009	Common Stock	1,000,000	$0.02	D
2004 Class B Warrants⁽²⁾	10/06/2004	08/31/2009	Common Stock	1,000,000	$0.02	D
2005 Class A Warrants⁽²⁾	02/09/2005	02/28/2010	Common Stock	5,000,000	$0.02	D
2005 Class B Warrants⁽²⁾	02/09/2005	02/28/2010	Common Stock	5,000,000	$0.02	D

Explanation of Responses:

1. Face Value

2. The Derivative Securities are all subject to a contractually stipulated 4.99% blocker provision.

	/s/ Brian Mazzella, CFO	03/12/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.