UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 13d-2(b)

(AMENDMENT NO.2)*

National Holdings Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

636375107

(CUSIP Number)

December 31, 2007

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o      Rule 13d-1(b)

x      Rule 13d-1(c)

o      Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

DellaCamera Capital Master Fund, Ltd.

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

951,742

0

951,742

951,742

10.8%

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

DellaCamera Capital Fund, Ltd.

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

951,742

0

951,742

951,742

10.8%

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

DellaCamera Capital Management, LLC

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

951,742

0

951,742

951,742

10.8%

OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Ralph DellaCamera, Jr.

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

951,742

0

951,742

951,742

10.8%

IN, HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Andrew Kurtz

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

951,742

0

951,742

951,742

10.8%

IN, HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Vincen Spinnato

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

951,742

0

951,742

951,742

10.8%

IN, HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

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This statement is filed with respect to the shares of common stock, $.02 par value (the “Common Stock”) of National Holdings Corporation (“Issuer”) beneficially owned by the Reporting Persons identified below as of December 31, 2007 and amends and supplements the Schedule 13G filed on February 22, 2007, as previously amended (collectively, the “Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.

The names of the persons filing this statement on Schedule 13G are: DellaCamera Capital Master Fund, Ltd. (the “Master Fund”), DellaCamera Capital Fund, Ltd. (the “Offshore Fund”), DellaCamera Capital Management, LLC (“DCM”), Ralph DellaCamera Jr. (“Mr. DellaCamera”), Andrew Kurtz (“Mr. Kurtz”) and Vincent Spinnato (“Mr. Spinnato” and collectively with the Master Fund, the Offshore Fund, DCM, Mr. DellaCamera and Mr. Kurtz, the “Reporting Persons”).

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The Master Fund owns 951,742 shares of Common Stock, consisting of: (a) 754,222 shares of Common Stock and (b) Series A Preferred Stock convertible into 197,520 shares of Common Stock.

DCM, in its capacity of investment manager of the Master Fund, may be deemed to beneficially own the shares of Common Stock held by the Master Fund.

Each of Messrs. DellaCamera, Kurtz and Spinnato, in their capacities as a controlling person of DCM, may each be deemed to beneficially own the shares of Common Stock owned by DCM.

The Offshore Fund, in its capacity as the controlling shareholder of the Master Fund, may be deemed to beneficially own the shares of Common Stock held by the Master Fund.

Collectively, the Reporting persons beneficially own 951,742 shares of Common Stock.

The Master Fund’s ownership of 951,742 shares of Common Stock constitutes 10.8% of all of the outstanding shares of Common Stock.

DCM’s beneficial ownership of 951,742 shares of Common Stock constitutes 10.8% of all of the outstanding shares of Common Stock.

Each of Messrs. DellaCamera, Kurtz and Spinnato’s beneficial ownership of 951,742 shares of Common Stock constitutes 10.8% of all of the outstanding shares of Common Stock.

The Offshore Fund’s beneficial ownership of 951,742 shares of Common Stock constitutes 10.8% of all of the outstanding shares of Common Stock.

Collectively, the Reporting Persons’ beneficial ownership of 951,742 shares of Common Stock constitutes 10.8% of all of the outstanding shares of Common Stock.

 

 

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Not applicable.

The Master Fund, DCM, the Offshore Fund and Messrs. DellaCamera, Kurtz and Spinnato together have shared power to vote or direct the vote of 951,742 shares of Common Stock held by the Master Fund.

Not applicable.

The Master Fund, DCM, the Offshore Fund and Messrs. DellaCamera, Kurtz and Spinnato together have shared power to dispose or direct the disposition of 951,742 shares of Common Stock held by the Master Fund.

By signing below the undersigned certifies that, to the best of 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 influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: February 14, 2008