UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Catalyst Lighting Group, Inc.
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(Name of Issuer)
Common Stock, $0.0001 par value per share
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(Title of Class of Securities)
14887U201
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(CUSIP Number)
Eugene Grin with a copy to:
Principal Steven E. Siesser, Esq.
Laurus Capital Management, LLC Lowenstein Sandler PC
335 Madison Avenue, 10th Floor 1251 Avenue of the Americas
New York, New York 10017 New York, New York
(212) 541-5800 (212) 204-8688
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 5, 2008
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*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).
Cusip No. 14887U201
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1) Names of Reporting Persons. Laurus Master Fund, Ltd.
I.R.S. Identification Nos. of above persons (entities only): 98-0337673
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [X]
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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):
Not Applicable
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6) Citizenship or Place of Organization: Cayman Islands
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Number of 7) Sole Voting Power: 0*
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Shares Beneficially 8) Shared Voting Power: 1,108,172*
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Owned by
Each Reporting 9) Sole Dispositive Power: 0*
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Person With 10) Shared Dispositive Power: 1,108,172*
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,108,172*
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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): 25.6%*
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14) Type of Reporting Person (See Instructions): CO
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*Based on 4,331,131 shares of the common stock, par value $0.0001 per share (the
"Shares"), outstanding of Catalyst Lighting Group, Inc., a Delaware corporation
(the "Company"), as disclosed in the Company's General Form for Registration of
Securities of Small Business Issuers on Form 10-SB, as amended. As of February
5, 2008, Laurus Master Fund, Ltd., a Cayman Islands limited company (the
"Fund"), held 1,108,172 Shares. The Fund is managed by Laurus Capital
Management, LLC, a Delaware limited liability company ("LCM"). Eugene Grin and
David Grin (together with the Fund and LCM, the "Filing Parties"), through other
entities, are the controlling principals of LCM and share sole voting and
investment power over all securities of the Company held by the Fund. Thus, as
of February 5, 2008, for the purposes of Reg. Section 240.13d-3, the Filing
Parties may be deemed to beneficially own 1,108,172 Shares, or 25.6% of the
Shares deemed issued and outstanding as of that date. Each of LCM, Eugene Grin
and David Grin disclaims beneficial ownership of the securities of the Company
held by the Fund except to the extent of such person's pecuniary interest in the
Fund, if any. The filing of this statement shall not be deemed an admission that
any person is, for purposes of Section 13 of the Securities Exchange Act of 1934
or otherwise, the beneficial owner of any equity securities covered by or
described in this statement.
Cusip No. 14887U201
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1) Names of Reporting Persons. Laurus Capital Management, LLC
I.R.S. Identification Nos. of above persons (entities only): 13-4150669
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [X]
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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):
Not Applicable
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6) Citizenship or Place of Organization: Delaware
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Number of 7) Sole Voting Power: 0*
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Shares Beneficially 8) Shared Voting Power: 1,108,172*
--------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 0*
--------------------------------------
Person With 10) Shared Dispositive Power: 1,108,172*
--------------------------------------
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,108,172*
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): [ ]
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 25.6%*
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
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*Based on 4,331,131 shares of the common stock, par value $0.0001 per share (the
"Shares"), outstanding of Catalyst Lighting Group, Inc., a Delaware corporation
(the "Company"), as disclosed in the Company's General Form for Registration of
Securities of Small Business Issuers on Form 10-SB, as amended. As of February
5, 2008, Laurus Master Fund, Ltd., a Cayman Islands limited company (the
"Fund"), held 1,108,172 Shares. The Fund is managed by Laurus Capital
Management, LLC, a Delaware limited liability company ("LCM"). Eugene Grin and
David Grin (together with the Fund and LCM, the "Filing Parties"), through other
entities, are the controlling principals of LCM and share sole voting and
investment power over all securities of the Company held by the Fund. Thus, as
of February 5, 2008, for the purposes of Reg. Section 240.13d-3, the Filing
Parties may be deemed to beneficially own 1,108,172 Shares, or 25.6% of the
Shares deemed issued and outstanding as of that date. Each of LCM, Eugene Grin
and David Grin disclaims beneficial ownership of the securities of the Company
held by the Fund except to the extent of such person's pecuniary interest in the
Fund, if any. The filing of this statement shall not be deemed an admission that
any person is, for purposes of Section 13 of the Securities Exchange Act of 1934
or otherwise, the beneficial owner of any equity securities covered by or
described in this statement.
Cusip No. 14887U201
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1) Names of Reporting Persons. David Grin
I.R.S. Identification Nos. of above persons (entities only):
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
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):
Not Applicable
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6) Citizenship or Place of Organization: Israel
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Number of 7) Sole Voting Power: 0*
--------------------------------------
Shares Beneficially 8) Shared Voting Power: 1,108,172*
--------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 0*
--------------------------------------
Person With 10) Shared Dispositive Power: 1,108,172*
--------------------------------------
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,108,172*
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): [ ]
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 25.6%*
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IN
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*Based on 4,331,131 shares of the common stock, par value $0.0001 per share (the
"Shares"), outstanding of Catalyst Lighting Group, Inc., a Delaware corporation
(the "Company"), as disclosed in the Company's General Form for Registration of
Securities of Small Business Issuers on Form 10-SB, as amended. As of February
5, 2008, Laurus Master Fund, Ltd., a Cayman Islands limited company (the
"Fund"), held 1,108,172 Shares. The Fund is managed by Laurus Capital
Management, LLC, a Delaware limited liability company ("LCM"). Eugene Grin and
David Grin (together with the Fund and LCM, the "Filing Parties"), through other
entities, are the controlling principals of LCM and share sole voting and
investment power over all securities of the Company held by the Fund. Thus, as
of February 5, 2008, for the purposes of Reg. Section 240.13d-3, the Filing
Parties may be deemed to beneficially own 1,108,172 Shares, or 25.6% of the
Shares deemed issued and outstanding as of that date. Each of LCM, Eugene Grin
and David Grin disclaims beneficial ownership of the securities of the Company
held by the Fund except to the extent of such person's pecuniary interest in the
Fund, if any. The filing of this statement shall not be deemed an admission that
any person is, for purposes of Section 13 of the Securities Exchange Act of 1934
or otherwise, the beneficial owner of any equity securities covered by or
described in this statement.
Cusip No. 14887U201
--------------------------------------------------------------------------------
1) Names of Reporting Persons. Eugene Grin
I.R.S. Identification Nos. of above persons (entities only):
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
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):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: 0*
--------------------------------------
Shares Beneficially 8) Shared Voting Power: 1,108,172*
--------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 0*
--------------------------------------
Person With 10) Shared Dispositive Power: 1,108,172*
--------------------------------------
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,108,172*
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): [ ]
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 25.6%*
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IN
--------------------------------------------------------------------------------
*Based on 4,331,131 shares of the common stock, par value $0.0001 per share (the
"Shares"), outstanding of Catalyst Lighting Group, Inc., a Delaware corporation
(the "Company"), as disclosed in the Company's General Form for Registration of
Securities of Small Business Issuers on Form 10-SB, as amended. As of February
5, 2008, Laurus Master Fund, Ltd., a Cayman Islands limited company (the
"Fund"), held 1,108,172 Shares. The Fund is managed by Laurus Capital
Management, LLC, a Delaware limited liability company ("LCM"). Eugene Grin and
David Grin (together with the Fund and LCM, the "Filing Parties"), through other
entities, are the controlling principals of LCM and share sole voting and
investment power over all securities of the Company held by the Fund. Thus, as
of February 5, 2008, for the purposes of Reg. Section 240.13d-3, the Filing
Parties may be deemed to beneficially own 1,108,172 Shares, or 25.6% of the
Shares deemed issued and outstanding as of that date. Each of LCM, Eugene Grin
and David Grin disclaims beneficial ownership of the securities of the Company
held by the Fund except to the extent of such person's pecuniary interest in the
Fund, if any. The filing of this statement shall not be deemed an admission that
any person is, for purposes of Section 13 of the Securities Exchange Act of 1934
or otherwise, the beneficial owner of any equity securities covered by or
described in this statement.
Item 1. Security and Issuer.
-------------------
The class of equity securities to which this Schedule 13D relates is
the common stock, par value $0.0001 per share (the "Shares"), of Catalyst
Lighting Group, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 190 Lakeview Way, Vero Beach,
Florida 32963.
Item 2. Identity and Background.
-----------------------
The name of the person filing this statement is Laurus Master Fund,
Ltd., a Cayman Islands limited company (the "Fund"). This Schedule 13D is also
filed on behalf of (i) Laurus Capital Management, LLC, a Delaware limited
liability company ("LCM"), (ii) David Grin and (iii) Eugene Grin (together with
David Grin, the Fund and LCM, the "Filing Parties"). The Fund is managed by LCM.
Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and share sole voting and investment power over all securities
of the Company held by the Fund.
The Fund invests in, among other things, capital stock, depository
receipts, investment companies, mutual funds, subscriptions, warrants, bonds,
notes, debentures, options and other securities of whatever kind and nature. The
principal office of each of the Filing Parties is located at 335 Madison Avenue,
10th Floor, New York, New York 10017. David Grin is a citizen of Israel. Eugene
Grin is a citizen of the United States.
During the past five years, none of the Filing Parties has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the past five years, none of the Filing Parties was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person or entity was or is 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.
-------------------------------------------------
This filing is being made as a result of the effectiveness of the
Company's registration statement on Form 10-SB on February 5, 2008. The Fund
acquired the securities of the Company described herein in full satisfaction of
all obligations and liabilities of the Company owed to the Fund pursuant to that
certain Settlement and Release Agreement entered into and dated effective as of
the 22nd day of August, 2007 by and between the Fund and the Company.
Item 4. Purpose of Transaction.
----------------------
The acquisition of securities referred to in Item 5 is for investment
purposes. The Filing Parties have no present plans or intentions which relate to
or would result in any of the transactions required to be described in Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Based on the Company's General Form for Registration of Securities of
Small Business Issuers on Form 10-SB, as amended, there were 4,331,131 Shares
deemed outstanding as of February 5, 2008. As of February 5, 2008, the Fund held
1,108,172 Shares. The Fund is managed by LCM. Eugene Grin and David Grin,
through other entities, are the controlling principals of LCM and share sole
voting and investment power over all securities of the Company held by the Fund.
Thus, as of February 5, 2008, for the purposes of Reg. Section 240.13d-3, the
Filing Parties may be deemed to beneficially own 1,108,172 Shares, or 25.6% of
the Shares deemed issued and outstanding as of that date. Each of LCM, Eugene
Grin and David Grin disclaims beneficial ownership of the securities of the
Company held by the Fund except to the extent of such person's pecuniary
interest in the Fund, if any. The filing of this statement shall not be deemed
an admission that any person is, for purposes of Section 13 of the Securities
Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities
covered by or described in this statement.
None of the Filing Parties has effected any transactions in Shares, or
securities convertible into, exercisable for or exchangeable for Shares, during
the sixty (60) days on or prior to February 5, 2008.
Except as set forth above, no other Shares or securities convertible
into, exercisable for or exchangeable for Shares are owned, beneficially or
otherwise, by the Filing Parties.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
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Except as described herein, no contracts, arrangements, understandings
or similar relationships exist with respect to the securities of the Company
between a Filing Party and any person or entity.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Appendix A Joint filing Agreement, dated as of February 15, 2008,
by and among the Filing Parties.
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 15, 2008
LAURUS MASTER FUND, LTD.
/s/ Eugene Grin
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Eugene Grin
Director
LAURUS CAPITAL MANAGEMENT, LLC,
individually and as investment manager
/s/ Eugene Grin
--------------------------------------
Eugene Grin
Authorized Signatory
/s/ David Grin
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David Grin
/s/ Eugene Grin
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Eugene Grin
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
APPENDIX A
Each of Laurus Master Fund, Ltd., Laurus Capital Management, LLC, Eugene Grin
and David Grin hereby agree, by their execution below, that the Schedule 13D to
which this Appendix A is attached is filed on behalf of each of them,
respectively.
LAURUS MASTER FUND, LTD.
/s/ Eugene Grin
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Eugene Grin
Director
LAURUS CAPITAL MANAGEMENT, LLC,
individually and as investment manager
/s/ Eugene Grin
--------------------------------------
Eugene Grin
Authorized Signatory
/s/ David Grin
--------------------------------------
David Grin
/s/ Eugene Grin
--------------------------------------
Eugene Grin