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. 3
THE SECURITIES EXCHANGE ACT OF 1934
Catalyst Lighting Group, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.0001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
14887 U 201
- --------------------------------------------------------------------------------
(CUSIP Number)
Timothy J. Keating
5251 DTC Parkway, Suite 1000
Greenwood Village, CO 80111
(720) 889-0131
- --------------------------------------------------------------------------------
(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).
KIG Investors I, 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) Not applicable
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) |_|
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization Delaware
- --------------------------------------------------------------------------------
7. Sole Voting Power 0
Number of ------------------------------------------------
Shares Beneficially
Owned 8. Shared Voting Power 0 (see Item 5)
By Each ------------------------------------------------
Reporting
Person With 9. Sole Dispositive Power 0
------------------------------------------------
10. Shared Dispositive Power 0 (see Item 5)
------------------------------------------------
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%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) OO
- --------------------------------------------------------------------------------
2
SCHEDULE 13D
CUSIP No. None
- --------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Keating Investments, 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) OO
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) |_|
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization Delaware
- --------------------------------------------------------------------------------
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) o
- --------------------------------------------------------------------------------
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).
Timothy J. Keating
- --------------------------------------------------------------------------------
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) o
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 0.00%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN
- --------------------------------------------------------------------------------
4
This Amendment No. 3 to Schedule 13D amends the Schedule 13D originally
filed with the Securities and Exchange Commission on February 7, 2008,
subsequently amended by Amendment No.1 filed on January 13, 2009, and
subsequently amended by Amendment No. 2 filed 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. 3 to the
Schedule 13D is being filed solely to disclose the information set forth in Item
6 hereto.
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 KIG Investors I, LLC, a Delaware
limited liability company ("KIG Investors"), Keating Investments, LLC, a
Delaware limited liability company ("Keating Investments") and Mr. Timothy J.
Keating, a citizen of the United States (together, the "Reporting Persons"). KIG
Investors' principal business, prior to its liquidation and dissolution, was
making and managing investments in public companies and was located at 5251 DTC
Parkway, Suite 1000, Greenwood Village, CO 80111. KIG Investors' business has
been ceased in connection with its liquidation and dissolution approved December
29, 2008. Keating Investments' principal business is providing investment
advisory services and is located at 5251 DTC Parkway, Suite 1000, Greenwood
Village, CO 80111. Timothy J. Keating served as the manager of KIG Investors and
currently serves as the President and manager of Keating Investments and is
located at 5251 DTC Parkway, Suite 1000, Greenwood Village, CO 80111.
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
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. Keating Investments acquired its membership
interests in KIG Investors for a capital contribution of $110,000 on or about
September 9, 2007. As a member of KIG Investors, on January 9, 2009, Keating
Investments received 1,761,385 shares of the Issuers' 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
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. Accordingly, as a member of KIG Investors, on January 9, 2009,
Keating Investments received 1,761,385 shares of the Company's common stock in
the liquidation and dissolution of KIG Investors.
Pursuant to Rule 13d-3(a), KIG Investors no longer beneficially owned any
shares of the Issuer's common stock.
Pursuant to Rule 13d-3(a), Keating Investments no longer beneficially
owns any shares of the Issuer's common stock.
Pursuant to Rule 13d-3(a), Timothy J. Keating 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, Keating Investments 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, Keating Investments agreed to sell to the Purchaser,
and the Purchaser agreed to purchase from Keating Investments, an aggregate of
1,767,385 shares of Common Stock for a purchase price of $96,169.49, 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 2,094,336 shares of Common
Stock for a purchase price of $113,960.02, 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 Keating Investments, the Purchaser and certain other
parties, which was included as an Exhibit to the Amendment No. 2 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
KIG INVESTORS I, LLC
By: /s/ Timothy J. Keating
--------------------------
Title: Manager
KEATING INVESTMENTS, LLC
By: /s/ Timothy J. Keating
--------------------------
Title: Manager
/s/ Timothy J. Keating
----------------------
Timothy J. Keating
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
KIG INVESTORS I, LLC
By: /s/ Timothy J. Keating
--------------------------
Title: Manager
KEATING INVESTMENTS, LLC
By: /s/ Timothy J. Keating
--------------------------
Title: Manager
/s/ Timothy J. Keating
Timothy J. Keating
8