UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report:
(Date of
earliest event reported)
February
3, 2010
CATALYST
LIGHTING GROUP, INC.
(Exact
name of registrant as specified in charter)
Delaware
(State or
other Jurisdiction of Incorporation or Organization)
|
0-50385
|
1328 West Balboa Boulevard Suite C Newport Beach, CA 92661 |
84-1588927
|
| (Commission File Number) |
(Address
of Principal Executive Offices and zip code)
|
(IRS Employer Identification No.) |
(949)
903-0468
(Registrant’s
telephone
number,
including area code)
190
Lakeview Way
Vero
Beach, FL 32963
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.02
|
Termination
of a Material Definitive Agreement.
|
|
Item
5.01
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Changes
in Control of Registrant.
|
|
Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
|
On
January 15, 2010, Keating Investments, LLC, a Delaware limited liability company
(“KI”), Mr.
Kevin R. Keating (“Keating”), Lionsridge
Capital, LLC, an Illinois limited liability company (“LC”), Laurus Master
Fund, Ltd., a Cayman Island company (“Laurus”), Garisch
Financial, Inc., an Illinois corporation (“GFI”) and Woodman
Management Corporation, a California corporation (the “Purchaser”), entered
into a Stock Purchase Agreement (the “Purchase Agreement”),
pursuant to which (1) KI, Keating, LC, Laurus and GFI (collectively, the “Sellers”) would sell
to the Purchaser, and the Purchaser would purchase from the Sellers, an
aggregate of 3,861,721 shares of the Registrant’s common stock (the “Shares”), which
Shares represent 89.1% of the issued and outstanding shares of the Registrant’s
common stock, (2) the Sellers would assign to the Purchaser the Sellers’
registration rights under existing agreements with the Registrant, (3) each
Seller and the Registrant would release each other from all existing claims
(other than claims by Keating for statutory or other rights to indemnification
as a result of his service as an officer and director of the Registrant) and (4)
KI would indemnify the Purchaser and the Registrant from liabilities arising out
of any breach of any representation, warranty, covenant or obligation of KI,
Keating and LC, for a period of six months from the Closing, up to a maximum
amount of $50,000. The aggregate purchase price for the Shares was
$210,129.51, or approximately $0.05441 per share. In connection with
the Purchase Agreement, the Purchaser also agreed to assume, and to pay at the
closing of the transactions under the Purchase Agreement (“Closing”), certain
obligations of the Registrant in an aggregate amount of $30,000 (including
$15,000 owed to KI as a consulting fee for services rendered to the Registrant
in connection with the transactions contemplated under the Purchase Agreement)
(“Assumed Obligations”). The Closing occurred on February 3,
2010. The Purchaser paid the aggregate purchase price for the Shares
with personal funds. There are no arrangements or understandings
among members of both the former and new control groups and their associates
with respect to election of directors or other matters.
At the
Closing, Keating resigned as the Registrant’s sole director, Chief Executive
Officer, President, Chief Financial Officer, Secretary and Treasurer, and Eric
Stoppenhagen, age 36, was elected as the Registrant’s sole director, President,
Chief Financial Officer and Secretary, to serve in such capacities until his
successors are duly elected and qualified. Mr. Stoppenhagen, through
his consulting company Venor, Inc., provides financial and management services
to small to medium-sized companies that either are public or desire to become
public. He provides temporary CFO services to these companies, which
includes as transaction advice, preparation of security filings and advice
regarding compliance with corporate governance requirements. Mr.
Stoppenhagen has more than ten years of financial experience having served in an
executive capacity for several public and private companies, including as Vice
President of Finance and subsequently Interim President of Trestle Holdings,
Inc. from 2003 to 2009; Interim President of WoozyFly Inc. from 2009 to 2010;
Interim President of Trist Holdings, Inc. from 2007 to 2010; CFO and Director of
AuraSource, Inc. from 2008 to 2010; CFO of GetFugu, Inc. in 2009; and, CFO of
Jardinier Corp. from 2007 to 2008. Mr. Stoppenhagen is a Certified
Public Accountant and holds a Juris Doctorate and Masters of Business
Administration both from George Washington University. Additionally,
he holds a Bachelor of Science in Finance and a Bachelor of Science in
Accounting both from Indiana University. Mr. Stoppenhagen also serves
as a director of the following public companies: AuraSource, Inc. and WoozyFly
Inc.
At the
Closing, the Registrant and Venor, Inc. (“Venor”) entered into a Consulting,
Confidentiality and Proprietary Rights Agreement pursuant to which the
Registrant engaged Venor, using Mr. Stoppenhagen, to provide financial duties
required to maintain a public shell and services as the Registrant’s interim
sole director and officer. Venor receives a monthly fee of $4,000 in
consideration of the services described above, and $200 per hour for services in
addition to the duties described above.
Immediately
following the Closing, the beneficial ownership of the Registrant’s common stock
for (i) persons who beneficially own more than 5%; (ii) persons who are
directors and executive officers; and (iii) all directors and executive officers
a group, was as follows:
|
Name and
Address
|
Amount and Nature
of
Beneficial
Ownership
|
Percentage of
Class
|
||||||
|
Directors
and Executive Officers
|
||||||||
|
Eric
P. Stoppenhagen
1328
W. Balboa Blvd. Suite C
Newport
Beach, CA 92661
|
-- | -- | ||||||
|
All
Directors and Executive Officers as a Group
(1
individual)
|
-- | -- | ||||||
|
5%
Stockholders
|
||||||||
|
Woodman
Management Corporation (1)
c/o
David Weiner, President
3940
Laurel Canyon Blvd., Suite 327
Studio
City, CA 91604
|
3,861,721 | 89.1 | % | |||||
|
David
Weiner (1)
3940
Laurel Canyon Blvd., Suite 327
Studio
City, CA 91604
|
3,861,721 | 89.1 | % | |||||
|
(1)
|
David
Weiner has voting and investment control over the securities owned by
Woodman Management Corporation (“Woodman”), and
therefore Mr. Weiner may be deemed a beneficial owner of the 3,861,721
shares of common stock owned by Woodman. Mr. Weiner disclaims
beneficial ownership in such
shares.
|
There are
no arrangements known to the Registrant, the operation of which may at a
subsequent date result in a change in control of the Registrant.
At the
Closing and in connection therewith, the Registrant’s Agreement with Vero
Management, LLC (“Vero”) was terminated. Vero was previously engaged
by the Registrant to provide managerial and administrative
services. Keating is the manager of Vero. As of the
Closing, the Registrant had remaining obligations to Vero of approximately
$5,899 (accounting for approximately $7,101 released by Vero), which amount was
paid by the Registrant at Closing.
In
addition, at the Closing and in connection therewith, the Registrant’s
Consulting Agreement with GFI was terminated. GFI was previously
engaged by the Registrant to provide financial and administrative
services. As of the Closing, the Registrant had remaining obligations
to GFI of $15,000, which amount was paid by the Purchaser at Closing as part of
the Assumed Obligations.
The
disclosures required by Item 5.01(a)(8) not explicitly included in this Form 8-K
are incorporated herein by reference to Amendment No. 1 to the Registrant’s
Annual Report on Form 10-K (File No. 000-50385) filed with the Securities and
Exchange Commission on January 19, 2010.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Catalyst Lighting Group, Inc. | |||
|
Date: February
8, 2010
|
By:
|
/s/ Eric Stoppenhagen | |
| Eric Stoppenhagen | |||
|
President
|
|||