Insider filing report for Changes in Beneficial Ownership
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- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 2
THE SECURITIES EXCHANGE ACT OF 1934
Catalyst Lighting Group, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.0001 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
14887 U 201
- --------------------------------------------------------------------------------
(CUSIP Number)
Frederic M. Schweiger
2395 Woodglen Drive
Aurora, IL 60502
(630) 692-0640
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 3, 2010
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
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).
- --------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. None
- --------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Garisch Financial, Inc.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) OO
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) |_|
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization Illinois
- --------------------------------------------------------------------------------
7. Sole Voting Power 0
Number of --------------------------------------------------------
Shares Beneficially
Owned 8. Shared Voting Power 0
By Each --------------------------------------------------------
Reporting
Person With 9. Sole Dispositive Power 0
--------------------------------------------------------
10. Shared Dispositive Power 0
--------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 0.00%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) CO
- --------------------------------------------------------------------------------
2
SCHEDULE 13D
CUSIP No. None
- --------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Lionsridge Capital, LLC
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) WC
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) |_|
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization Illinois
- --------------------------------------------------------------------------------
7. Sole Voting Power 0
Number of -----------------------------------------------------
Shares Beneficially
Owned 8. Shared Voting Power 0
By Each -----------------------------------------------------
Reporting
Person With 9. Sole Dispositive Power 0
-----------------------------------------------------
10. Shared Dispositive Power 0
-----------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 0.00%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) OO
- --------------------------------------------------------------------------------
3
SCHEDULE 13D
CUSIP No. None
- --------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Frederic M. Schweiger
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) OO
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) |_|
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization U.S.A.
- --------------------------------------------------------------------------------
7. Sole Voting Power 0
Number of -------------------------------------------------------
Shares Beneficially
Owned 8. Shared Voting Power 0
By Each -------------------------------------------------------
Reporting
Person With 9. Sole Dispositive Power 0
-------------------------------------------------------
10. Shared Dispositive Power 0
-------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 0.00%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN
- --------------------------------------------------------------------------------
4
This Amendment No. 2 to Schedule 13D amends the Schedule 13D originally
filed with the Securities and Exchange Commission on January 13, 2009, and
subsequently amended by Amendment No. 1 filed with the Securities and Exchange
Commission on January 19, 2010 (as amended, the "Schedule 13D"). Capitalized
terms not otherwise defined herein shall have the meaning ascribed thereto in
the Schedule 13D. This Amendment No. 2 to the Schedule 13D is being filed solely
to disclose the information set forth in Item 6 hereto.
This initial Schedule 13D was made as a result of the distribution of the
Issuer's shares of common stock held by KIG Investors I, LLC ("KIG Investors")
to the members of KIG Investors, including Lionsridge Capital, LLC
("Lionsridge"), as part of KIG Investors' liquidation and dissolution approved
December 29, 2008.
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $0.0001 per share
(the "Common Stock") of Catalyst Lighting Group, Inc., a Delaware corporation,
whose principal executive offices are located at 1328 W. Balboa Blvd. Suite C
Newport Beach, CA 92661(the "Issuer"). The Reporting Persons (as defined
hereafter) are making a joint filing pursuant to SEC Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended.
Item 2. Identity and Background
This Schedule 13D is being filed by Garisch Financial, Inc., an Illinois
corporation ("GFI"), Lionsridge Capital, LLC ("Lionsridge"), an Illinois limited
liability company, and Mr. Frederic M. Schweiger, a citizen of the United States
(together, the "Reporting Persons"). GFI's principal business is providing
consulting services to private and public companies and is located at 2395
Woodglen Drive, Aurora, IL 60502. Lionsridge's principal business is investing
in private and public companies and is located at 2395 Woodglen Drive, Aurora,
IL 60502. Frederic M. Schweiger currently serves as the President, Secretary and
Treasurer and sole director of GFI and as the manager of Lionsridge and is
located at 2395 Woodglen Drive, Aurora, IL 60502.
Each of the Reporting Persons has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Each of the Reporting Persons has not, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding were or are subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On August 19, 2004, the Issuer issued 2,000 shares of its Common Stock to
GFI for consulting services rendered to the Issuer valued at $30,000. On
September 14, 2007, the Issuer issued 86,654 shares of its Common Stock to GFI
for consulting services rendered to the Issuer valued at $8,665.
As part of KIG Investors' liquidation and dissolution, on January 9, 2009,
KIG Investors distributed all 2,562,015 shares of the Issuer's Common Stock held
by it to its members pro rata based on their respective membership interests in
KIG Investors. These shares of the Issuer's Common Stock were acquired by KIG
Investors on or about September 26, 2007, as a result of the conversion of
certain of the Issuer's preferred shares that were acquired by KIG Investors on
or about September 12, 2007. Lionsridge acquired its membership interests in KIG
Investors for a capital contribution of $50,000 on or about September 9, 2007.
As a member of KIG Investors, on January 9, 2009, Lionsridge received 800,630
shares of the Issuer's Common Stock in the liquidation and dissolution of KIG
Investors.
Item 4. Purpose of Transaction
Except as otherwise described in this Schedule 13D and the exhibits hereto,
the Reporting Persons acquired and are holding the Issuer's Common Shares for
investment purposes only, and the Reporting Persons are not a member of a group
relating to the Issuer.
Except as otherwise described in this Schedule 13D (including Item 6
hereof) and the exhibits hereto, the Reporting Persons are not aware of any
plans or proposals which would result in the acquisition by any person of
additional securities of Issuer or the disposition of securities of the Issuer;
any extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; a sale or transfer
of a material amount of assets of the Issuer or any of its subsidiaries; any
change in the present board of directors or management of the Issuer, including
any place or proposals to change the number or term of directors or to fill any
existing vacancies on the Issuer's Board; any material change in the present
capitalization or dividend policy of the Issuer; any other material change in
the Issuer's business or corporate structure; any changes in Issuer's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; causing a class of
securities of the Issuer to be delisted from national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; a class of equity securities of the
Issuer becoming eligible for termination of registration pursuant to section
12(g)(4) of the Act; or any action similar to any of those enumerated above.
5
Item 5. Interest in Securities of the Issuer
Pursuant to Rule 13d-3(a), GFI no longer beneficially owns any shares of
the Issuer's common stock.
Pursuant to Rule 13d-3(a), Lionsridge no longer beneficially owns any
shares of the Issuer's common stock.
Pursuant to Rule 13d-3(a), Frederic M. Schweiger no longer beneficially
owns any shares of the Issuer's common stock.
Transactions effected in the last 60 days: Except as provided in this
Schedule 13D (including Item 6 hereof), there are none.
Other than as set forth above, none of the Reporting Persons named herein
is the beneficial owner of any shares of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
On January 15, 2010, Lionsridge and GFI entered into a Stock Purchase
Agreement (the "Purchase Agreement") with Woodman Management Corporation, a
California corporation (the "Purchaser") and certain other parties pursuant to
which, among other things, Lionsridge and GFI agreed to sell to the Purchaser,
and the Purchaser agreed to purchase from Lionsridge and GFI, an aggregate of
889,284 shares of Common Stock for a purchase price of $48,389, or approximately
$0.054 per share. Pursuant to the Purchase Agreement, certain other parties
agreed to sell to the Purchaser, and the Purchaser agreed to purchase from such
other parties, an aggregate of 2,972,437 shares of Common Stock for a purchase
price of $161,740.51, or approximately $0.054 per share. Accordingly, under the
Purchase Agreement, the Purchaser has agreed to acquire a total of 3,861,721
shares of Common Stock representing 89.16% of the outstanding shares of Common
Stock.
In connection with the Purchase Agreement, the Purchaser agreed to assume,
and to pay at the closing of
the transactions under the Purchase Agreement
("Closing"), certain obligations of the Company in an aggregate amount of
$30,000 ("Assumed Obligations").
The closing of the transactions under the Purchase Agreement (the
"Closing") occurred on February 3, 2010. At the Closing, (i) the existing sole
director and officer of the Company resigned effective upon the Closing, (ii)
the existing director appointed the designee of the Purchaser, Eric P.
Stoppenhagen, to serve as the director of the Company, and (iii) the existing
sole director appointed Mr. Stoppenhagen to serve as the President, the Chief
Financial Officer and Secretary of the Company. As a result of these
transactions, control of the Company passed to the Purchaser (the "Change of
Control"). Immediately after the Closing, the Reporting Persons no longer own
any shares of Common Stock.
To the best knowledge of the Reporting Persons as of the date hereof,
except to the extent set forth herein, the Reporting Persons do not have any
other contracts, arrangements, understandings or relationship (legal or
otherwise) with any other Reporting Person or any other person with respect to
any securities of the Issuer.
Item 7. Material to be Filed as Exhibits
Exhibit A: Agreement between the Reporting Persons to file jointly.
Reference is hereby made to the Stock Purchase Agreement, dated January 15,
2010, by and among Lionsridge, GFI, the Purchaser and certain other
parties, which was included as an Exhibit to the Amendment No.1 to Schedule
13D filed on January 19, 2010.
6
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: February 3, 2010
Garisch Financial, Inc.
By: /s/ Frederic M. Schweiger
----------------------------
Title: President
Lionsridge Capital, LLC
By: /s/ Frederic M. Schweiger
----------------------------
Title: Manager
/s/ Frederic M. Schweiger
----------------------------
Frederic M. Schweiger
7
Exhibit A
- ---------
The undersigned hereby agree as follows:
WHEREAS, the undersigned were and/or may be obligated to file Statements on
Schedule 13D with the United States Securities and Exchange Commission (the
"SEC") to report their beneficial ownership of the Common Stock of Catalyst
Lighting Group, Inc.;
NOW THEREFORE, the undersigned hereby agree that a single Statement on Schedule
13D is to be filed with the SEC on behalf of each of them.
Dated: February 3, 2010
Garisch Financial, Inc.
By: /s/ Frederic M. Schweiger
---------------------------
Title: President
Lionsridge Capital, LLC
By: /s/ Frederic M. Schweiger
---------------------------
Title: Manager
/s/ Frederic M. Schweiger
---------------------------
Frederic M. Schweiger
8