UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
Catalyst Lighting Group, Inc.
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(Name of Issuer)
Common Stock, $0.0001 Par Value
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(Title of Class of Securities)
14887 U 201
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(CUSIP Number)
Frederic M. Schweiger
2395 Woodglen Drive
Aurora, IL 60502
(630) 692-0640
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 9, 2009
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(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).
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SCHEDULE 13D
CUSIP No. None
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Garisch Financial, Inc.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |_|
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3. SEC Use Only
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4. Source of Funds (See Instructions) OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) |_|
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6. Citizenship or Place of Organization Illinois
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7. Sole Voting Power 0
Number of -------------------------------------------------------
Shares Beneficially
Owned 8. Shared Voting Power 88,654 (see Item 5)
By Each -------------------------------------------------------
Reporting
Person With 9. Sole Dispositive Power 0
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10. Shared Dispositive Power 88,654 (see Item 5)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
88,654 (1)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11) 2.04%
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14. Type of Reporting Person (See Instructions) CO
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(1) Represents 88,654 shares that are owned directly by Garisch Financial, Inc.
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SCHEDULE 13D
CUSIP No. None
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Lionsridge Capital, LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |_|
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) |_|
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6. Citizenship or Place of Organization Illinois
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7. Sole Voting Power 0
Number of --------------------------------------------------------
Shares Beneficially
Owned 8. Shared Voting Power 800,630 (see Item 5)
By Each --------------------------------------------------------
Reporting
Person With 9. Sole Dispositive Power 0
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10. Shared Dispositive Power 800,630 (see Item 5)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
800,630 (2)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11) 18.49%
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14. Type of Reporting Person (See Instructions) OO
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(2) Represents 800,630 shares that are owned directly by Lionsridge Capital,
LLC.
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SCHEDULE 13D
CUSIP No. None
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Frederic M. Schweiger
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |_|
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3. SEC Use Only
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4. Source of Funds (See Instructions) OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) |_|
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6. Citizenship or Place of Organization U.S.A.
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7. Sole Voting Power 0
Number of -----------------------------------------------------
Shares Beneficially
Owned 8. Shared Voting Power 889,284 (see Item 5)
By Each -----------------------------------------------------
Reporting
Person With 9. Sole Dispositive Power 0
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10. Shared Dispositive Power 889,284 (see Item 5)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
889,284 (3)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11) 20.53%
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14. Type of Reporting Person (See Instructions) IN
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(3) Represents 88,654 shares that are owned by Garisch Financial, Inc. ("GFI")
and 800,630 shares that are owned by Lionsridge Capital, LLC ("Lionsridge").
Frederic M. Schweiger owns 100% of the equity interests in Lionsridge and GFI
and has voting and investment control over the securities owned by Lionsridge
and GFI. Thus, Fredric M. Schweiger may be deemed a beneficial owner of 889,284
shares of common stock of the Issuer.
4
This filing is being 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 190 Lakeview Way, Vero Beach,
Florida 32963 (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
The Reporting Persons are holding the Issuer's Common Shares for investment
purposes only. Except as otherwise described in this Schedule 13D, the Reporting
Persons are not a member of a group relating to the Issuer.
Item 5. Interest in Securities of the Issuer
Pursuant to Rule 13d-3(a), at the close of business on January 9, 2009, GFI
may be deemed to be the direct beneficial owner of 88,654 shares of the Common
Stock, which constitutes 2.04% of the outstanding Common Stock. GFI, either
directly or indirectly, has or shares the power to vote or to direct the vote
and to dispose or to direct the disposition of, such shares of Common Stock.
Pursuant to Rule 13d-3(a), at the close of business on January 9, 2009,
Lionsridge may be deemed to be the direct beneficial owner of 800,630 shares of
the Common Stock, which constitutes 18.49% of the outstanding Common Stock.
Lionsridge, either directly or indirectly, has or shares the power to vote or to
direct the vote and to dispose or to direct the disposition of, such shares of
Common Stock.
Pursuant to Rule 13d-3(a), at the close of business on January 9, 2009,
Frederic M. Schweiger may be deemed to be the indirect beneficial owner of
889,284 shares of the Common Stock, which constitutes 20.53% of the outstanding
Common Stock. Frederic M. Schweiger, either directly or indirectly, has or
shares the power to vote or to direct the vote and to dispose or to direct the
disposition of, such shares of Common Stock.
Transactions effected in the last 60 days: Except as provided in this
Schedule 13D, there are none.
5
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
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, including, but not limited to, transfer or voting
of any such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, divisions or profits or
loss, or the giving or withholding of proxies, or a pledge or contingency, the
occurrence of which would give another person voting power over the shares of
Common Stock.
Item 7. Material to be Filed as Exhibits
Exhibit A: Agreement between the Reporting Persons to file jointly.
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: January 12, 2009
Garisch Financial, Inc.
By: /s/ Fredric M. Schweiger
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Title: President
Lionsridge Capital, LLC
By: /s/ Fredric M. Schweiger
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Title: Manager
/s/ Frederic M. Schweiger
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Frederic M. Schweiger
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Exhibit A
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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: January 12, 2009
Garisch Financial, Inc.
By: /s/ Fredric M. Schweiger
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Title: President
Lionsridge Capital, LLC
By: /s/ Fredric M. Schweiger
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Title: Manager
/s/ Frederic M. Schweiger
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Frederic M. Schweiger
8