Schedule 13G Amendment No. 1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H5MvtjsaS/fQ2Ajn/t85L65Z6QyTB+voVuq//mxoL9K3lGIZ4qg+M7GBrf+DBpUI OByfiXdJExvBZ0xqxo+avQ== 0001193125-07-015365.txt : 20070129 0001193125-07-015365.hdr.sgml : 20070129 20070129171159 ACCESSION NUMBER: 0001193125-07-015365 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070129 DATE AS OF CHANGE: 20070129 GROUP MEMBERS: GRYPHON SPECIAL SITUATIONS FUND, LP GROUP MEMBERS: GSSF MANAGEMENT PARTNERS, LP GROUP MEMBERS: GSSF, LLC GROUP MEMBERS: TOM C. DAVIS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: iCURIE, INC. CENTRAL INDEX KEY: 0001144255 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 912015441 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80897 FILM NUMBER: 07561867 BUSINESS ADDRESS: STREET 1: ESPIRITO SANTO PLAZA STREET 2: 1395 BRICKELL AVE. SUITE 800 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 3055296290 MAIL ADDRESS: STREET 1: ESPIRITO SANTO PLAZA STREET 2: 1395 BRICKELL AVE. SUITE 800 CITY: MIAMI STATE: FL ZIP: 33131 FORMER COMPANY: FORMER CONFORMED NAME: CEDAR MOUNTAIN DISTRIBUTORS INC DATE OF NAME CHANGE: 20010703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GSSF Master Fund, LP CENTRAL INDEX KEY: 0001319906 IRS NUMBER: 980433969 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 CRESCENT COURT, SUITE 475 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214.871.6767 MAIL ADDRESS: STREET 1: 100 CRESCENT COURT, SUITE 475 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES

13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE

13d-2(b)

(Amendment No. 1)*

CELSIA TECHNOLOGIES, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

45107H109

(CUSIP Number)

DECEMBER 31, 2006

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filed 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 the disclosures provided in a prior cover page.

The information required in 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 (the “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.: 45107H109		13G		Page 1 of 9


1)		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only):

		GSSF Master Fund, LP
2)		Check the Appropriate Box if a Member of a Group (See Instructions):
		(a) ¨
		(b) ¨
3)		SEC Use Only

4)		Citizenship or Place of Organization:

		Bermuda


Number of Shares Beneficially Owned by Each Reporting Person With		5) Sole Voting Power:

		0
		6) Shared Voting Power:

		2,659,199
		7) Sole Dispositive Power:

		0
		8) Shared Dispositive Power:

		2,659,199


9)		Aggregate Amount Beneficially Owned by Each Reporting Person:

		2,659,199
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
		¨
11)		Percent of Class Represented by Amount in Row (9):

		6.8%.
12)		Type of Reporting Person (See Instructions):

		PN


CUSIP No.: 45107H109		13G		Page 2 of 9


1)		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only):

		Gryphon Special Situations Fund, LP
2)		Check the Appropriate Box if a Member of a Group (See Instructions):
		(a) ¨
		(b) ¨
3)		SEC Use Only

4)		Citizenship or Place of Organization:

		Texas


Number of Shares Beneficially Owned by Each Reporting Person With		5) Sole Voting Power:

		0
		6) Shared Voting Power:

		2,659,199
		7) Sole Dispositive Power:

		0
		8) Shared Dispositive Power:

		2,659,199


9)		Aggregate Amount Beneficially Owned by Each Reporting Person:

		2,659,199
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
		¨
11)		Percent of Class Represented by Amount in Row (9):

		6.8%.
12)		Type of Reporting Person (See Instructions):

		PN


CUSIP No.: 45107H109		13G		Page 3 of 9


10		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only):

		GSSF Management Partners, LP
2)		Check the Appropriate Box if a Member of a Group (See Instructions):
		(a) ¨
		(b) ¨
3)		SEC Use Only

4)		Citizenship or Place of Organization:

		Texas


Number of Shares Beneficially Owned by Each Reporting Person With		5) Sole Voting Power:

		0
		6) Shared Voting Power:

		2,659,199
		7) Sole Dispositive Power:

		0
		8) Shared Dispositive Power:

		2,659,199


9)		Aggregate Amount Beneficially Owned by Each Reporting Person:

		2,659,199
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
		¨
11)		Percent of Class Represented by Amount in Row (9):

		6.8%.
12)		Type of Reporting Person (See Instructions):

		PN


CUSIP No.: 45107H109		13G		Page 4 of 9


1)		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only):

		GSSF, LLC
2)		Check the Appropriate Box if a Member of a Group (See Instructions):
		(a) ¨
		(b) ¨
3)		SEC Use Only

4)		Citizenship or Place of Organization:

		Texas


Number of Shares Beneficially Owned by Each Reporting Person With		5) Sole Voting Power:

		0
		6) Shared Voting Power:

		2,659,199
		7) Sole Dispositive Power:

		0
		8) Shared Dispositive Power:

		2,659,199


9)		Aggregate Amount Beneficially Owned by Each Reporting Person:

		2,659,199
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
		¨
11)		Percent of Class Represented by Amount in Row (9):

		6.8%.
12)		Type of Reporting Person (See Instructions):

		OO


CUSIP No.: 45107H109		13G		Page 5 of 9


1)		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only):

		Tom C. Davis
2)		Check the Appropriate Box if a Member of a Group (See Instructions):
		(a) ¨
		(b) ¨
3)		SEC Use Only

4)		Citizenship or Place of Organization:

		Texas


Number of Shares Beneficially Owned by Each Reporting Person With		5) Sole Voting Power:

		0
		6) Shared Voting Power:

		2,659,199
		7) Sole Dispositive Power:

		0
		8) Shared Dispositive Power:

		2,659,199


9)		Aggregate Amount Beneficially Owned by Each Reporting Person:

		2,659,199
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
		¨
11)		Percent of Class Represented by Amount in Row (9):

		6.8%.
12)		Type of Reporting Person (See Instructions):

		IN


CUSIP No.: 45107H109		13G		Page 6 of 9

Item 1

(a).

Name of Issuer:

Celsia Technologies, Inc.

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

Espirito Santa Plaza, 1395 Brickell Avenue, Suite 800, Miami, Florida 33131.

Item 2

(a).

Name of Persons Filing:

GSSF Master Fund, LP (“Master Fund”), Gryphon Special Situations Fund, LP (“Special Situations”), GSSF Management Partners, LP (“GMP”), GSSF, LLC (“LLC”), and Tom C. Davis (“Davis”).

Item 2

(b).

Address of Principal Business Office or, if none, Residence:

Each Reporting Person: 100 Crescent Court, Suite 475, Dallas, Texas 75201.

Item 2

(c).

Citizenship:

Master Fund: Bermuda.

Special Situations: State of Texas.

GMP: State of Texas.

LLC: State of Texas.

Davis: State of Texas.

Item 2

(d).

Title of Class of Securities:

Common Stock, $0.001 par value

Item 2

(e).

CUSIP Number:

45107H109

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Act;

(b)

Bank as defined in Section 3(a)(6) of the Act;

(c)

Insurance company as defined in Section 3(a)(19) of the Act;

(d)

Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; or

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Not applicable.


CUSIP No.: 45107H109		13G		Page 7 of 9



Item 4.		Ownership:

		This Schedule 13G filing includes (i) 1,749,712 shares of the Issuer’s Common Stock underlying shares of the Issuer’s Series A Preferred Stock, and (ii) warrants to purchase 472,060 shares of the Issuer’s Common Stock; which shares, pursuant to Rule 13d-3(d)(1)(i)(D) promulgated under the Securities Exchange Act of 1934, as amended, are deemed to be outstanding for the purpose of computing the percentage of outstanding shares of the Issuer’s Common Stock owned by the Reporting Persons.

		The shares of the Issuer’s Common Stock reported hereby are owned directly by Master Fund. The General Partner of Master Fund is Special Situations, which may be deemed to be the beneficial owner of all such shares of Common Stock owned by Master Fund. The General Partner of Special Situations is GMP, which may be deemed to be the beneficial owner of all such shares of Common Stock owned by Master Fund. The General Partner of GMP is LLC, which may be deemed to be the beneficial owner of all such shares of Common Stock owned by Master Fund. Davis controls LLC and may be deemed to be the beneficial owner of all such shares of Common Stock owned by Master Fund. Each of Special Situations, GMP, LLC and Davis disclaims any beneficial ownership of any such shares of Common Stock owned by Master Fund.

Item 5.		Ownership of Five Percent or Less of a Class:

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person:

		Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

		Not applicable.

Item 8.		Identification and Classification of Members of the Group:

		Not applicable.

Item 9.		Notice of Dissolution of Group:

		Not applicable.

Item 10.		Certification:

		By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No.: 45107H109		13G		Page 8 of 9

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: January 29, 2007

GSSF MASTER FUND, LP

By:

Gryphon Special Situations Fund, LP,

its General Partner

By:

GSSF Management Partners, LP,

its General Partner

By:

GSSF, LLC,

its General Partner

By:

/s/ Warren W. Garden

Warren W. Garden,

Authorized Agent

Dated: January 29, 2007

GRYPHON SPECIAL SITUATIONS FUND, LP

By:

GSSF Management Partners, LP,

its General Partner

By:

GSSF, LLC,

its General Partner

By:

/s/ Warren W. Garden

Warren W. Garden,

Authorized Agent

Dated: January 29, 2007

GSSF MANAGEMENT PARTNERS, LP

By:

GSSF, LLC,

its General Partner

By:

/s/ Warren W. Garden

Warren W. Garden,

Authorized Agent


CUSIP No.: 45107H109		13G		Page 9 of 9

Dated: January 29, 2007

GSSF, LLC

By:

/s/ Warren W. Garden

Warren W. Garden,

Authorized Agent

Dated: January 29, 2007

TOM C. DAVIS

By:

/s/ Tom C. Davis

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