EX-99.1

On November 20, 2006, Halo Technology Holdings, Inc. (“Halo” or the “Company”) sold its Gupta Technologies, LLC (“Gupta”) subsidiary to Unify Corporation (“Unify”) as part of a simultaneous transaction in which Halo acquired Unify’s NavRisk Business (as defined below) and ViaMode Product (as defined below).

On September 13, 2006, the Halo and Unify entered into a Purchase and Exchange Agreement (the “Purchase Agreement”). The Purchase Agreement was amended on November 20, 2006 (the “Amendment”). On November 20, 2006, the transactions under the Purchase Agreement (as amended by the Amendment) closed. Halo sold Gupta to Unify in exchange for (i) Unify’s risk management software and solution business as conducted by Unify through its Acuitrek, Inc. subsidiary (“Acuitrek”) and its Insurance Risk Management division, including, without limitation, the Acuitrek business and the NavRisk product (the “NavRisk Business”), (ii) Unify’s ViaMode software product and related intellectual property rights (the “ViaMode Product”), (iii) $6,100,000 in cash, of which Halo had received $500,000 as a deposit (the “Deposit”) upon execution of the Purchase Agreement, and (iv) the amount by which the Gupta Net Working Capital exceeds the NavRisk Net Working Capital (as such terms are defined in the Purchase Agreement, the “Working Capital Adjustment”).

This unaudited pro forma information should be read in conjunction with the consolidated financial statements of the Company included in our Annual Report filed on Form 10-KSB/A for the year ended June 30, 2006 and our Quarterly Report filed on Form 10-QSB for the period ended September 30, 2006.

The following unaudited pro forma balance sheet for the period ended September 30, 2006, has been prepared in accordance with accounting principles generally accepted in the United States; gives effect to the sale of Gupta as if the acquisition occurred on September 30, 2006; and removes the balance sheet of Gupta as of September 30, 2006 from the balance sheet of the Company as of September 30, 2006.

The following unaudited pro forma statement of operations for the period ended September 30, 2006 has been prepared in accordance with accounting principles generally accepted in the United States to give effect to the sale of Gupta as if the transaction occurred on June 30, 2006. Such pro forma statement of operations removes the results of operations of Gupta for the period ended September 30, 2006 from the results of operations of the Company for the period ended September 30, 2006. A pro forma adjustment was made to reduce the interest expense on the Company’s outstanding senior debt because part of the proceeds from the sale would have been used to pay down a portion of the outstanding principal of the senior debt.

The following unaudited pro forma statement of operations for the year ended June 30, 2006 has been prepared in accordance with accounting principles generally accepted in the United States to give effect to the sale of Gupta as if the transaction occurred on June 30, 2005. The pro forma statement of operations removes the results of operations of Gupta for the year ended June 30, 2006 from the results of operations of the Company for the year ended June 30, 2006. A pro forma adjustment was made to reduce the interest expense on the Company’s outstanding senior debt because part of the proceeds from the sale would have been used to pay down a portion of the outstanding principal of the senior debt.

These unaudited pro forma financial statements are prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the sale of Gupta been completed as of the dates specified above.


				Sale of		Pro Forma				Halo

	Halo (A)			Gupta (B)		Adjustments				Pro Forma


Assets

Current Assets:

Cash and cash equivalents	$	509,645				$	500,000		(C)	$	1,009,645

Accounts receivable, net of allowance for doubtful accounts		2,347,702									2,347,702

Due from Platinum Equity, LLC		330,000									330,000

Due from Unify Corporation		-					1,085,162		(D)		1,085,162

Prepaid expenses and other current assets		703,210					130,000		(C)		833,210

Assets held for sale		17,438,677			17,438,677					—


Total current assets		21,329,234			17,438,677		1,715,162				5,605,719



Property and equipment, net		665,627									665,627

Deferred financing costs, net		1,330,491									1,330,491

Intangible assets, net of accumulated amortization		9,563,040									9,563,040

Goodwill		29,983,047									29,983,047

Other assets		74,815					4,920,060		(E)		4,994,875


Total assets	$	62,946,254		$	17,438,677	$	6,635,222			$	52,142,799




Liabilities and stockholders’ equity

Current liabilities:

Current portion of senior note payable		1,896,189					(270,000	)	(C)		1,626,189

Note payable to Tenebril sellers		3,529,412									3,529,412

Note payable to Platinum Equity, LLC		1,750,000									1,750,000

Deposit for sale of Gupta		500,000					(500,000	)	(C)	—

Notes payable		160,000									160,000

Accounts payable		2,119,204									2,119,204

Accrued expenses		6,190,812					500,000		(F)		6,690,812

Deferred revenue		8,817,806									8,817,806

Due to ISIS		1,243,885									1,243,885

Liabilities of discontinued operations		5,333,455			5,333,455					—


Total current liabilities		31,540,763			5,333,455		(270,000	)			25,937,308



Subordinate notes payable		2,083,334									2,083,334

Senior notes payable		20,137,680					(4,600,000	)	(C)		15,537,680

Other long term liabilities		434,594									434,594

Series C warrants liabilities		2,188,244									2,188,244

Senior and Sub warrants liabilities		804,289									804,289

Other warrants liabilities		3,160,878									3,160,878


Total liabilities		60,349,782			5,333,455		(4,870,000	)			50,146,327



Commitments and contingencies		-								—

Mandatory redeemable Series D Preferred Stock		7,750,000									7,750,000



Stockholders’ equity (deficit):

Preferred stock (Canadian subsidiary)		2									2

Shares of Common Stock to be issued for accrued

interest on subordinated debt and for RevCast acaquisition		544,840									544,840

Common stock

shares issued and outstanding, respectively		305									305

Additional paid-in-capital		92,292,362									92,292,362

Accumulated other comprehensive loss		(24,728	)								(24,728	)

Accumulated deficit		(97,966,309	)				(600,000	)	(C)(F)		(98,566,309	)


Total stockholders’ equity (deficit)		(5,153,528	)		-		(600,000	)			(5,753,528	)



Total liabilities and stockholders’ equity (deficit)	$	62,946,254		$	5,333,455	$	(5,470,000	)		$	52,142,799

See accompanying notes to unaudited pro forma consolidated condensed financial statements.

(A)

Reflects the historical financial position of the Company at September 30, 2006.

(B)

To remove the historical financial position of Gupta at September 30, 2006. Gupta’s assets and liabilities were accounted for as ‘Assets held for sale’ and ‘liabilities of discontinued operations,’ respectively, on the Company’s Consolidated Balance Sheet as of September 30, 2006.

(C)

Total cash proceeds of $6.1 million from the sale were allocated as follows:

(D)

Working Capital Adjustment is the amount by which the Gupta Net Working Capital exceeds the NavRisk Net Working Capital. It is calculated based on the financial positions of Gupta and the NavRisk Business as of September 30, 2006. The actual Working Capital Adjustment will be calculated in accordance with the Purchase Agreement as of the Closing Date of the transactions, November 20, 2006, and, therefore, may vary substantially from the amount shown. As of the date of this report, the actual Working Capital Adjustment has not been determined. As of September 30, 2006, Gupta Net Working Capital exceeded NavRisk Net Working Capital by approximately $1.1 million. Under the Purchase Agreement, the actual Working Capital Adjustment is to be paid in cash within 30 days from the Closing.

(E)

The value of the NavRisk Business and ViaMode product is recorded to be approximately $4.9 million, and is determined to be significant. However, no historical financial statements are required pursuant to 3-05(b) of Regulation S-X. At this time, the work needed to provide the basis for estimating the fair value of these business and product, as well as the fair values of their intangible assets, has not been performed. As a result, the estimated value of $4.9 million was recorded as an investment.

(F)

In connection with the Gupta sale, the Company amended certain terms of its Credit Agreement with its senior debt lender. The Company incurred $500,000 in amendment and related fees.

Pro Forma Consolidated Condensed Statements of Operations
Three Months ended September 30, 2006
(Unaudited)


				Pro Forma				Halo
	Halo (1)			Adjustments				Pro Forma
Revenue
Licenses	$	637,485						$	637,485
Services		5,849,661							5,849,661

Total revenues		6,487,146			—				6,487,146
Cost of revenue
Cost of licenses		211,961							211,961
Cost of services		1,504,008							1,504,008

Total cost of revenues		1,715,969			—				1,715,969
Gross Profit		4,771,177			—				4,771,177
Product development		1,215,284							1,215,284
Sales, marketing and business development		1,020,871							1,020,871
General and administrative		3,654,431							3,654,431

Loss before interest and fair value gain on warrants		(1,119,409	)		—				(1,119,409	)
Fair value gain on warrants		2,668,341							2,668,341
Interest expense, net		(4,772,791	)		126,548	(2	)		(4,646,243	)

(Loss) income from continuing operations before income taxes		(3,223,859	)		126,548				(3,097,311	)
Income taxes		9,058				(6	)		9,058

(Loss) income from continuing operations		(3,232,917	)		126,548				(3,106,369	)

Computation of (loss) income applicable to common shareholders
Net (loss) income from continuing operations before preferred dividends	$	(3,232,917	)	$	126,548			$	(3,106,369	)
Preferred dividends		(254,674	)						(254,674	)

(Loss) income from continuing operations
attributable to common stockholders	$	(3,487,591	)	$	126,548			$	(3,361,043	)
Basic and diluted net loss per share	$	(0.12	)					$	(0.11	)
Weighted-average number of common shares outstanding		29,403,325							29,403,325

See accompanying notes to unaudited pro forma consolidated condensed financial statement

Pro Forma Consolidated Condensed Statements of Operations
Year ended June 30, 2006
(Unaudited)


				Sale of			Pro Forma				Halo
	Halo (3)			Gupta (4)			Adjustments				Pro Forma
Revenue
Licenses	$	5,823,440		$	4,150,834						$	1,672,606
Services		19,385,555			7,307,136							12,078,419

Total revenues		25,208,995			11,457,970			—				13,751,025
Cost of revenue
Cost of licenses		1,301,761			617,901							683,860
Cost of services		4,062,777			866,028							3,196,749

Total cost of revenues		5,364,538			1,483,929			—				3,880,609
Gross Profit		19,844,457			9,974,041			—				9,870,416
Product development		6,145,413			3,152,945							2,992,468
Sales, marketing and business development		7,507,661			4,876,662							2,630,999
General and administrative		15,127,506			3,880,803							11,246,703
Late filing penalty		(1,033,500	)		—							(1,033,500	)
Goodwill impairment		5,200,000			5,200,000							—

Loss before interest and fair value gain on warrants		(13,102,623	)		(7,136,369	)		—				(5,966,254	)
Fair value gain on warrants		41,962,169										41,962,169
Interest expense, net		(9,302,539	)		(47,072	)		545,137	(5	)		(8,710,330	)

Income (loss) from operations before income taxes		19,557,007			(7,183,441	)		545,137				27,285,585
Income taxes		181,655			170,469				(6	)		11,186

Net Income (loss)		19,375,352			(7,353,910	)		545,137				27,274,399

Computation of income (loss) applicable
to common shareholders
Net income (loss) before preferred dividends	$	19,375,352		$	(7,353,910	)	$	545,137			$	27,274,399
Preferred dividends		(1,521,477	)									(1,521,477	)

Net income (loss) attributable to common stockholders	$	17,853,875		$	(7,353,910	)	$	545,137			$	25,752,922
Net income per share attributable to common stock:
Net income per share — basic	$	3.21									$	4.63
Net income per share — diluted	$	1.31									$	1.84
Weighted-average number common shares — basic		5,566,364										5,566,364
Weighted-average number common shares — diluted		14,887,182										14,887,182

See accompanying notes to unaudited pro forma consolidated condensed financial statements.

NOTES TO THE PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

(1)

Reflects the Company’s historical statement of operations as reported on 10-QSB for the period ended September 30, 2006. As Gupta’s operations were already separated into ‘discontinued operations,’ only the results from continuing operations are included in this statement.

(2)

To record the reduced interest expense of $126,548 for the period ended September 30, 2006. The decrease in the interest expense results from the principal payment of the senior debt described in the note (C) of NOTES TO THE PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET.

(3)

Reflects the Company’s historical statement of operations as reported on 10-KSB/A for the year ended June 30, 2006.

(4)

To remove Gupta’s historical statement of operations for the year ended June 30, 2006.

(5)

To record the reduced interest expense of $545,137 for the year ended June 30, 2006. The decrease in the interest expense results from the principal payment of the senior debt described in the note (C) of NOTES TO THE PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET.

(6)

The Company did not record an income tax benefit because the Company provided a full valuation allowance against the deferred tax asset.


Senior debt principal payment			4,600,000
Senior debt principal payment to be applied to current portion			270,000
Prepayment against future senior debt interest and legal fees			130,000
Payment against previous senior debt amendment fee			100,000
Cash retained			500,000
Deposit previously received and retained			500,000

Total cash proceeds			6,100,000