UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K


(Mark One)o
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934ORx
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from    October 1, 2010          to          December 31, 2010





Commission file number: 000-50385





CATALYST LIGHTING GROUP, INC.


(Exact name of registrant as specified in its charter)





DELAWARE
84-1588927(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer Identification No.)1328 West Balboa Boulevard Suite C,

Newport Beach, CA 92661
92661(Address of principal executive offices)
(Zip Code)





Registrant’s telephone number, including area code:


(949) 903-0468





Securities registered pursuant to Section 12(b) of the Act:


Title of each class
Name of each exchange on which registeredNone
None





Securities registered pursuant to Section 12(g) of the Act:




Common Stock, par value $0.0001 per share





Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.  Yes o     No x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No x





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x      No o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes o  No x





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):


Large accelerated filer o
Accelerated filer oNon-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company x





Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).  Yes x       No  o





As of March 31, 2010 (last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $46,941.





As of February 2, 2011, 4,331,131 shares of the common stock of the registrant were outstanding.





DOCUMENTS INCORPORATED BY REFERENCE





None.

















Table of ContentsPart IItem 1
Business
3Item 1A
Risk Factors
6Item 1B
Unresolved Staff Comments
10Item 2
Properties
10Item 3
Legal Proceedings
10Item 4
(Removed and Reserved)
10Part IIItem 5
Market for Registrant’s Common Equity and Related Stockholder Matters
11Item 6
Selected Financial Data
11Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations
11Item 7A
Quantitative and Qualitative Disclosure about Market Risk
13Item 8
Financial Statements and Supplementary Data
14Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
25Item 9A
Controls and Procedures
25Part IIIItem 10
Directors, Executive Officers of the Registrant
26Item 11
Executive Compensation
28Item 12
Security Ownership of Certain Beneficial Holders and Management
29Item 13
Certain Relationships and Related Transactions
29Item 14
Principal Accountant Fees and Services
30Part IVItem 15
Exhibits, Financial Statement Schedules
30Signatures


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FORWARD-LOOKING STATEMENTS





This report includes forward-looking statements with-in the meaning of Section 27A of the Securities Act (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have based these statements on our beliefs and assumptions, based on information currently available to us. These forward-looking statements are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations, our total market opportunity and our business plans and objectives set forth under the sections entitled "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."





Forward-looking statements are not guarantees of performance. Our future results and requirements may differ materially from those described in the forward-looking statements. Many of the factors that will determine these results and requirements are beyond our control. In addition to the risks and uncertainties discussed in "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," investors should consider those discussed under "Risk Factors."





These forward-looking statements speak only as of the date of this report. We do not intend to update or revise any forward-looking statements to reflect changes in our business anticipated results of our operations, strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.





PART I





Item 1.  Description of Business







Business History and Background




Catalyst Lighting Group, Inc. (the “Company,” “we” “us” or “our”) was incorporated in the State of Delaware on March 7, 2001. On August 27, 2003, the Company completed the reverse acquisition of Whitco Company, L.P. ("Whitco"). Whitco was a wholly owned subsidiary of the Company and was engaged in the manufacture and sale of area lighting poles to distributors throughout the United States of America.





On March 15, 2006, Whitco voluntarily filed for protection under Chapter 11 of the U.S. bankruptcy laws. On April 25, 2006, the bankruptcy court approved a sale of Whitco's assets (other than cash and accounts receivable) used in its area lighting pole business. The assets were sold free and clear of any liens and encumbrances to a third party purchaser pursuant to Section 363 of the U.S Bankruptcy Code. The purchaser issued a common stock purchase warrant to acquire shares of the purchaser's common stock as consideration for the assets purchased ("Purchase Warrant").





On May 16, 2006, Whitco filed a motion to convert its bankruptcy case to a Chapter 7 liquidation proceeding. This motion was granted by the bankruptcy court on July 13, 2006. In connection with the liquidation, the Purchase Warrant and Whitco's cash and accounts receivable were assigned and distributed to Whitco's secured creditor (the "Entity"). As part of the Chapter 7 bankruptcy proceedings, no assets were available for distribution to unsecured creditors and, accordingly, these unsatisfied obligations were relieved as part of the liquidation in accordance with the provisions of Chapter 7 of U.S. bankruptcy laws.





Since Whitco's liquidation in bankruptcy, the Company has had nominal assets and nominal business operations and its business strategy has been to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. In furtherance of this business strategy, on July 25, 2006, the Company voluntarily filed for protection under Chapter 11 of the U.S. bankruptcy laws. The Company subsequently determined to withdraw from bankruptcy court protection and, on motion made by the U.S. trustee, the bankruptcy court ordered the case dismissed on January 9, 2007. Since the dismissal of the Company's bankruptcy case, the Company has settled its outstanding liabilities with creditors and is now in a position to actively seek a target company. In addition, effective February 22, 2007, the Company experienced a change in control and its management changed, pursuant to a Securities Purchase Agreement by and between the Company and KIG Investors I, LLC ("Investor").





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


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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 in an aggregate amount of $30,000 (including $15,000 owed to KI as a consulting fee for services rendered 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.





Current Business of Issuer




The Company's business strategy has been to investigate and, if such investigation warrants, acquire a target operating company or business seeking the perceived advantages of being a publicly held corporation. The Company's principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with an operating business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.




Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the "Securities Act"), the Company qualifies as a "shell company," because it has no or nominal assets (other than cash) and no or nominal operations. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.




The analysis of new business opportunities will be undertaken by or under the supervision of Eric Stoppenhagen, the sole officer and director of the Company. As of this date, the Company has not entered into any definitive agreement with any party regarding business opportunities for the Company. The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Company will consider the following kinds of factors:




(i)
potential for growth, indicated by new technology, anticipated market expansion or new products;




(ii)
competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;




(iii)
strength and diversity of management, either in place or scheduled for recruitment;




(iv)
capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;




(v)
the cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;




(vi)
the extent to which the business opportunity can be advanced;




(vii)
The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and




(viii)
other relevant factors.




In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Company's limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.




Form of Potential Business Combination




The manner in which the Company participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters.  It is likely that the Company will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for


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determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders of the Company would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders of the Company may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Company prior to a business combination with an operating entity.




The present stockholders of the Company will likely not have control of a majority of the voting securities of the Company following a reorganization transaction. As part of such a transaction, the Company's sole director may resign and one or more new directors may be appointed without any vote by stockholders.




In the case of a business combination, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.




It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.




Competition




The Company will face vast competition from other shell companies that desire to seek a potential business combination with a private company seeking the perceived advantages of being a publicly held corporation. The Company will be in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.




Employees




We presently have no employees. Our sole officer and director is engaged in outside business activities and anticipates that he will devote to our business very limited time until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, in connection with a business combination.


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Item 1A.  Risk Factors





The following important factors, and the important factors described elsewhere in this report or in our other filings with the SEC, could affect (and in some cases have affected) our results and could cause our results to be materially different from estimates or expectations.  Other risks and uncertainties may also affect our results or operations adversely.  The following and these other risks could materially and adversely affect our business, operations, results or financial condition.




An investment in the Company is highly speculative in nature and involves an extremely high degree of risk. A prospective investor should consider the possibility of the loss of the investor's entire investment and evaluate all information about us and the risk factors discussed below in relation to his financial circumstances before investing in us




There may be conflicts of interest between our management and the stockholders of the Company.




Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of the stockholders of the Company. A conflict of interest may arise between our management's personal pecuniary interest and its fiduciary duty to our stockholders. In addition, Eric Stoppenhagen, our sole officer and director, is currently involved with other public companies and conflicts in the pursuit of business combinations with such other public shell companies with which he is, and may in the future be, affiliated with may arise. If we and the other public shell companies that management is affiliated with desire to take advantage of the same opportunity, then members of management that are affiliated with both companies would abstain from voting upon the opportunity. In the event of identical officers and directors, members of management, such individuals will arbitrarily determine the company that will be entitled to proceed with the proposed transaction.




We have no current operating business.




We currently have no relevant operating business, revenues from operations or assets. Our business plan is to seek a merger or business combination with an operating business. We may not realize any revenue unless and until we successfully combine with an operating business. We face all of the risks inherent in the investigation, acquisition, or involvement in a new business opportunity. An investor's purchase of any of our securities must be regarded as placing funds at a high risk in a new or "start-up" venture with all of the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.




There is competition for those private companies suitable for a business combination of the type contemplated by management.




We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking business combinations with operating entities that desire to become public companies. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.




Our future success is highly dependent on the ability of management to locate and attract a suitable acquisition.




The nature of our operations is highly speculative, and there is a consequent risk of loss of your investment. The success of our plan of operations will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control. In addition, even if we complete a business combination, there is no assurance that the business we acquire will generate revenues or profits, or that the value of our common stock will increase as a result of the acquired business opportunity.




We only intend to acquire a single business opportunity and thus your investment will lack diversification.




Because of our limited financial resources, it is unlikely that we will be able to diversify our acquisitions or operations. The inability to diversify our activities into more than one area will subject our investors and stockholders to economic fluctuations within a particular business or industry and therefore increase the risks associated with the investment. We only intend to engage in a business combination with one operating entity.


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We have no existing agreement for a business combination or other transaction.




We have no arrangement, agreement or understanding with respect to engaging in a business combination with an operating business. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations. Further, management will seek to structure any such business combination so as not to require stockholder approval.




Management intends to devote only a limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable acquisition candidate.




While seeking a business combination, management anticipates devoting very limited time to the Company's affairs. Our sole officer has not entered into a written employment agreement with us and is not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination. To supplement our search activities, we may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. Some of these outside advisors may be our affiliates or their affiliated entities. The selection of any such advisors will be made by our management without any input from stockholders, and the engagement of such persons may reduce the value of your investment.




The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.




Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable. Further, the internal control management assessment and auditor attestation requirements under Section 404 of the Sarbanes-Oxley Act of 2002 may limit the number of suitable acquisition prospects if they cannot, or are unwilling to, comply with these requirements.




The Company may be subject to further government regulation which would adversely affect our operations.




Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended (the "Investment Company Act"), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.




Any potential acquisition or merger with a foreign company may subject us to additional risks.




If we enter into a business combination with a foreign company, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.




Shares of our common stock are currently very thinly traded, and liquidity of shares of our common stock is limited.




Shares of our common stock are very thinly traded, and the price if traded may not reflect the value of the Company. On September 25, 2007, we completed a reverse split of the shares which may not reflect the value of the Company either. In connection with a future business combination, we may have to undertake a further reverse split of our shares. There can be no assurance that there will be an active market for our shares either now or after we complete the business combination. The market liquidity will be dependent on the perception of the operating business and any steps that its management might take to bring the company to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. If a more active market should develop, the price may be highly volatile. Because there may be a low price for our securities, many brokerage firms may not be willing to effect transactions in the securities. Even if an investor finds a broker willing to effect a transaction in the securities, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may


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exceed the selling price. Further, many lending institutions will not permit the use of such securities as collateral for any loans. Our shares of common stock are currently quoted the OTC Bulletin Board ("OTCBB"). Following a business combination, we may seek the listing of our common stock on the NASDAQ Global Market, NASDAQ Capital Market or a national exchange. However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of any of any of these quotation systems or exchanges, or that we will be able to maintain a listing of our common stock on any of these quotation systems or exchanges.




The majority of our shares currently outstanding are "restricted securities" within the meaning of Rule 144 under the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemption from registration under the Securities Act and as required under applicable state securities laws. Rule 144 currently provides that a non-affiliated person (and who has not been an affiliate during the prior three months) may sell all of his restricted securities in a reporting company beginning six months after purchase, provided the issuer remains current in its reporting obligations during the next six months. However, an affiliated person may sell his restricted securities beginning six months after purchase, provided the following conditions are met: (i) the issuer is current in its reporting obligations, (ii) all sales are in brokerage transactions, (iii) a Form 144 is filed, and (iv) during every three months, the number of shares sold does not exceed 1.0% of a company's outstanding common stock. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares, may have a depressive effect upon the price of our shares in any market that may develop.




The availability of the exemptions from registration provided by Rule 144 is, however, limited in the case of the resale of shares initially acquired when the issuer was a shell company or former shell company. Rule 144(i) provides that shares initially acquired when the issuer was a shell company or former shell company may not be sold under Rule 144 until the following conditions are satisfied: (i) the issuer has ceased to be a shell company, (ii) the issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, (iii) the issuer has filed all reports required under the Exchange Act (other than Form 8-K reports) during the preceding 12 months, and (iv) one year has elapsed since the issuer filed Form 10 information reflecting it is no longer a shell company. The Company currently has 4,331,131 shares of common stock outstanding, of which approximately 3,909,581 shares are subject to the limitation under Rule 144(i).




Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.




There are issues impacting liquidity of our securities with respect to the SEC's review of a future resale registration statement.




A majority of our shares of common stock currently outstanding are "restricted securities" and the holders thereof have certain registration rights. As such, following the business combination, we will likely file a resale registration statement on Form S-1, or some other available form, to register for resale such shares of common stock. In some cases, we are obligated to file a registration statement for certain restricted shares pursuant to certain registration rights agreements. We cannot control this future registration process in all respects as some matters are outside our control. Even if we are successful in causing the effectiveness of the resale registration statement, there can be no assurances that the occurrence of subsequent events may not preclude our ability to maintain the effectiveness of the registration statement. Any of the foregoing items could have adverse effects on the liquidity of our shares of common stock. Further, a sale of our shares pursuant to an effective registration may have a depressive effect upon the price of our shares in any market that may develop.




In addition, the SEC has recently disclosed that it has developed internal guidelines concerning the use of a resale registration statement to register the securities issued to certain investors in private investment in public equity (PIPE) transactions, where the issuer has a market capitalization of less than $75 million and, in general, does not qualify to file a registration statement on Form S-3 to register its securities. The SEC has taken the position that these smaller issuers may not be able to rely on Rule 415 under the Securities Act ("Rule 415"), which generally permits the offer and sale of securities on a continued or delayed basis over a period of time, but instead would require that the issuer offer and sell such securities in a direct or "primary" public offering, at a fixed price, if the facts and circumstances are such that the SEC believes the investors seeking to have their shares registered are underwriters and/or affiliates of the issuer. It appears that the SEC in most cases will permit a registration for resale of up to one third of the total number of shares of common stock then currently owned by persons who are not affiliates of such issuer. Staff members also have indicated that an issuer in most cases will have to wait until the later of six months after effectiveness of the first registration or such time as substantially all securities registered in the first registration are sold before filing a subsequent registration on behalf of the same investors. Since, following a reverse merger or business combination, we may have only a limited number of tradable shares of common stock, it is unclear as to how many, if any, shares of common stock the SEC will permit us to register for resale. The SEC may require as a condition to the declaration of effectiveness of a resale registration statement that we reduce or "cut back" the number of shares of common stock to be registered in such registration statement. The result of the foregoing is that a stockholder's liquidity in our common stock may be adversely affected in the event the SEC requires a cut back of the securities as a condition to allow the Company to rely on Rule 415 with respect to a resale registration statement, or, if the SEC requires us to file a primary registration statement.


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We have never paid dividends on our common stock.




We have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.




The Company may be subject to certain tax consequences in our business, which may increase our cost of doing business.




We may not be able to structure our acquisition to result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering into certain business combinations with us or result in being taxed on consideration received in a transaction. Currently, a transaction may be structured so as to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity; however, we cannot guarantee that the business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse effect on both parties to the transaction.




The Company intends to issue more shares in a business combination, which will result in substantial dilution.




Our Certificate of Incorporation authorizes the issuance of a maximum of 200,000,000 shares of common stock and a maximum of 10,000,000 shares of preferred stock. Any business combination effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such business combination transaction may be valued on an arbitrary or non-arm's-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock may be materially adversely affected.




Our principal stockholder may engage in a transaction to cause the Company to repurchase its shares of common stock.




In order to provide an interest in the Company to third parties, our principal stockholder may choose to cause the Company to sell Company securities to one or more third parties, with the proceeds of such sale(s) being utilized by the Company to repurchase shares of common stock held by it. As a result of such transaction, our management, principal stockholder(s) and Board of Directors may change.




The Company has conducted no market research or identification of business opportunities, which may affect our ability to identify a business to merge with or acquire.




The Company has not conducted market research concerning prospective business opportunities, nor have others made the results of such market research available to the Company. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.




Because we may seek to complete a business combination through a "reverse merger", following such a transaction we may not be able to attract the attention of major brokerage firms.




Additional risks may exist since we will assist a privately held business to become public through a "reverse merger." Securities analysts of major brokerage firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.




We cannot assure you that following a business combination with an operating business, our common stock will be listed on NASDAQ or any other securities exchange.




Following a business combination, we may seek the listing of our common stock on the NASDAQ Global Market, NASDAQ Capital Market or a national exchange. However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of any of these quotation systems or exchanges, or that we will be able to maintain a listing of our common stock on any of these quotation systems or exchanges. After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would continue to be eligible to trade on the OTC Bulletin Board, where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to an


- 9 -




SEC rule that, if we failed to meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.




Our Certificate of Incorporation authorizes the issuance of preferred stock by our Board of Directors.




Our Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of our authorized preferred stock, there can be no assurance that we will not do so in the future.





Item 1B.  Unresolved Staff Comments





None.





Item 2.  Properties.





The Company neither rents nor owns any properties. The Company utilizes the office space and equipment of its sole officer and director at no cost. Management estimates such amounts to be immaterial. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.





Item 3.  Legal Proceedings.





We are not a party to any current or pending legal proceedings that, if decided adversely to us, would have a material adverse effect upon our business, results of operations, or financial condition, and we are not aware of any threatened or contemplated proceeding by any governmental authority against us.  To our knowledge, we are not a party to any threatened civil or criminal action or investigation.





Item 4.  (Removed and Reserved).








- 10 -





PART II





Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.







Market Information




Our Common Stock initially began trading on the OTC Bulletin Board on June 28, 2004. It was initially quoted on the OTC Bulletin Board under the symbol "CYSL" through December 27, 2005, when we filed a Form 15 application with the SEC. From December 27, 2005 until September 24, 2007, we traded on the Pink Sheets under the symbol "CYSL." Effective September 25, 2007, our symbol on the Pink Sheets was changed to "CYSU" in connection with a Reverse Split. Our Common Stock was approved for quotation on the OTCBB on March 20, 2008 and currently trades on the OTC Bulletin Board under the symbol "CYSU."




The table below sets forth the reported high and low bid prices for the periods indicated. The bid prices shown reflect quotations between dealers, without adjustment for markups, markdowns or commissions, and may not represent actual transactions in our securities. All prices have been adjusted retroactively to give effect to the Reverse Split.










Quarterly period

High


LowMarch 31, 2009

$
1.01


$
0.15June 30, 2009

$
1.05


$
1.01September 30, 2009

$
1.05


$
0.07December 31, 2009

$
0.07


$
0.04March 31, 2010

$
0.10


$
0.04June 30, 2010

$
0.10


$
0.10September 30, 2010

$
0.10


$
0.10December 31, 2010

$
0.20


$
0.10





Holders




As of December 31, 2010, there were 78 record holders of our common stock and an unknown number of beneficial holders who the Company believes hold our common stock in street name.





Dividends





The Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company's business.




Recent Sales of Unregistered Securities





None.





Item 6.  Selected Financial Data.




As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.





Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.





Forward-Looking Statements




This report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including, "could" "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.


- 11 -












While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Annual Report.




Recently Issued Accounting Pronouncements





Refer to the notes to the financial statements for a complete description of recent accounting pronouncements.





Critical Accounting Policies




The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We believe that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions. We have identified in Note 2 - "Summary of Significant Accounting Policies" to the Financial Statements contained in Item 8 of this document certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statements.





Results from Operations – Three Months Ended December 31, 2010 and 2009





For the three months ended December 31, 2010 and 2009, the Company had no revenues from continuing operations. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern.





For the three months ended December 31, 2010, the Company had a net loss of $24,343, as compared with a net loss of $7,644 for the corresponding period in 2009. For the three months ended December 31, 2010, the Company incurred $22,663 of operating expenses, comprised of (a) accounting and audit fees of $16,643, (b) legal fees of $5,154, and (c) transfer agent fees of $866.  For the three months ended December 31, 2009, the Company incurred $7,644 of operating expenses, comprised of (a) accounting and audit fees of $2,950 (b) management fees of $3,000 incurred in relation to a broad range of managerial and administrative services provided by Vero, (c) transfer agent fees of $1,181, and (d) Edgar filing fees of $513.





Results from Operations – Years Ended September 30, 2010 and 2009





For the twelve months ended September 30, 2010 and 2009, the Company had no revenues from continuing operations. For the twelve months ended September 30, 2010, the Company had a loss from operations of $83,820, as compared with a loss from operations of $23,868 for the twelve months ended September 30, 2009.





For the twelve months ended September 30, 2010, the Company incurred $83,820 of operating expenses, comprised of (a) accounting and audit fees of $7,306, (b) management fees of $46,780 incurred in relation to a broad range of managerial and administrative services provided by Vero Management, LLC (“Vero”) and Venor, Inc., (c) transfer agent fees of $5,206, (d) Edgar filing fees of $2,083, (e) legal fees of $21,499, and (f) miscellaneous fees of $946.





For the twelve months ended September 30, 2009, the Company incurred $23,868 of operating expenses, comprised of (a) accounting and audit fees of $7,609, (b) management fees of $12,000 incurred in relation to a broad range of managerial and administrative services provided by Vero, (c) transfer agent fees of $4,575, and (d) Edgar filing fees of $2,236. The operating expenses were offset by a refund of state franchise taxes of $2,552.







Liquidity and Capital Resources





As of December 31, 2010 and September 30, 2010, the Company had assets equal to $10,057 and $17,484, respectively, comprised exclusively of cash. The Company's current liabilities as of December 31, 2010 and September 30, 2010 were $115,147 and $98,231, respectively, comprised of accounts payable, accrued expenses and a note payable to a related party.





On March 5, 2010, the Company and Woodman Management Corporation, (“Woodman”) entered into a revolving promissory note agreement.  Under the revolving note agreement, the Company can borrow up to a maximum principal amount of $250,000.  Interest shall


- 12 -





accrue from the date of any advances on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of 8% per annum, compounded annually.  All unpaid principal and interest must be paid by March 5, 2011.  As of December 31, 2010 and September 30, 2010, the Company was advanced $105,000 and $60,000, respectively, under this agreement.





The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the three months ended December 31, 2010 and 2009 and the years ended September 30, 2010 and 2009:








Three months ended December 31,


Years ended September 30,2010


2009


2010

2009Operating Activities

$
(52,427
)

$
(4,644
)

$
(56,993
)

$
$(20,818
)Investing Activities


-



-



-



-Financing Activities


45,000



-



60,000



-Net Effect on Cash

$
(7,427
)

$
(4,644
)

$
3,007


$
(20,818
)





The Company currently has nominal assets, no active business operations and no sources of revenues. The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations. Our financial statements indicate that without additional capital, there is substantial doubt as to our ability to continue as a going concern.





Going Concern Uncertainties





We currently have no source of operating revenue, and have only limited working capital with which to pursue our business plan, which contemplates the completion of a business combination with an operating company. The amount of capital required to sustain operations until the successful completion of a business combination is subject to future events and uncertainties. It may be necessary for us to secure additional working capital through loans or sales of common stock, and there can be no assurance that such funding will be available in the future. These conditions raise substantial doubt about our ability to continue as a going concern. Our auditor has issued a "going concern" qualification as part of their opinion in the Audit Report for the three month period ended December 31, 2010 and year ended September 30, 2010.





Capital Expenditures





We have not incurred any material capital expenditures.





Commitments and Contractual Obligations





As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.





Off-Balance Sheet Arrangements





We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.





Item 7A.   Quantitative and Qualitative Disclosures about Market Risk.





Not Applicable


- 13 -





Item 8.





CATALYST LIGHTING GROUP, INC.





TABLE OF CONTENTS








PAGEREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

15FINANCIAL STATEMENTSBalance Sheets as of December 31, 2010 and September 30, 2010

16Statements of Operations for the three months ended December 31, 2010 and 2009 (unaudited) and for the years ended September 30, 2010 and 2009

17Statements of Stockholders' Equity/(Deficit) for the years ended September 30, 2010 and 2009 and for the three months ended December 31, 2010

18Statements of Cash Flows for the three months ended December 31, 2010 and 2009 (unaudited) and for the years ended September 30, 2010 and 2009

19Notes to Financial Statements

20
































- 14 -








REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM











To the Board of Directors


Catalyst Lighting Group, Inc.








We have audited the accompanying balance sheets of Catalyst Lighting Group, Inc. (the “Company”) as of December 31, 2010 and September 30, 2010, and the related statements of operations, changes in stockholders’ equity (deficiency) and cash flows for the three months ended December 31, 2010 and the years ended September 30, 2010 and 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Catalyst Lighting Group, Inc. as of December 31, 2010 and September 30, 2010, and the results of its operations and its cash flows for the three months ended December 31, 2010 and the years ended September 30, 2010 and 2009 in conformity with accounting principles generally accepted in the United States of America.





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has had recurring losses from operations and had a stockholders’ deficiency as of December 31, 2010. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning this matter are also described in Note 1. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.




















Weinberg & Company, P.A.


Los Angeles, California


February 2, 2011














- 15 -










CATALYST LIGHTING GROUP, INC.


BALANCE SHEETS








December 31,
September 30,2010


2010ASSETSCURRENT ASSETSCash and cash equivalents

$
10,057


$
17,484TOTAL CURRENT ASSETS

$
10,057


$
17,484LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIES:Accounts payable and accrued expenses

$
6,363


$
36,127Accrued interest


3,784



2,104Note payable, related party


105,0000



60,0000TOTAL CURRENT LIABILITIES


115,147



98,2311STOCKHOLDERS' DEFICIT:Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding


-



-Common stock, $0.0001 par value, 200,000,000 shares authorized; 4,331,131 shares issued and outstanding at December 31, 2010 and September 30, 2010, respectively.


433



433Additional paid in capital


4,150,986



4,150,986Accumulated deficit


(4,256,509)



(4,232,166)Total stockholders' deficit


(105,090)



(80,747)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$
10,057


$
17,484











The accompanying notes are an integral part of the financial statements








- 16 -











CATALYST LIGHTING GROUP, INC.


STATEMENTS OF OPERATIONS











For the Three Month Period Ended December 31,


For the Years Ended September 30,2010


2009


2010


2009(unaudited)REVENUES

$
—


$
—


$
-


$
-Total revenues


—



—



-



-COST OF SALES


—



—



-



-GROSS PROFIT


—



—



-



-OPERATING EXPENSESGeneral and administrative expenses


22,663



7,644



83,820



23,868LOSS FROM OPERATIONS


(22,663
)


(7,644
)


(83,820
)


(23,868
)Interest expense


(1,680
)


-



(2,104
)


-NET LOSS

$
(24,343
)

$
(7,644
)

$
(85,924
)

$
(23,868
)NET LOSS PER SHARE OF COMMON STOCK—Basic and diluted

$
(0.01
)

$
(0.00
)

$
(0.02
)

$
(0.01
)WEIGHTED AVERAGE SHARES OUTSTANDING—Basic and diluted


4,331,131



4,331,131



4,331,131



4,331,131




















The accompanying notes are an integral part of the financial statements





- 17 -








CATALYST LIGHTING GROUP, INC.


STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


FOR THE YEARS ENDED SEPTEMBER 30, 2010 AND 2009 AND


FOR THE THREE MONTH PERIOD ENDED DECEMBER 31, 2010








Common Stock


Additional Paid-in Capital


Accumulated Deficit


TotalShares


AmountBalance at October 1, 2008


4,331,131


$
433


$
4,150,986


$
(4,122,374
)

$
29,045Net loss














(23,868
)


(23,868
)Balance at September 30, 2009


4,331,131



433



4,150,986



(4,146,242
)


5,177Net loss














(85,924
)


(85,924
)Balance at September 30, 2010


4,331,131



433



4,150,986



(4,232,166
)


(80,747
)Net loss














(24,343
)


(24,343
)Balance at December 31, 2010


4,331,131


$
433


$
4,150,986


$
(4,256,509
)

$
(105,090
)











The accompanying notes are an integral part of the financial statements





- 18 -





CATALYST LIGHTING GROUP, INC.


STATEMENTS OF CASH FLOWS














For the Three Month Periods Ended December 31,


For the Years Ended September 30,2010


2009


2010


2009(Unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(24,343
)

$
(7,644
)

$
(85,924
)

$
(23,868
)Changes in operating assets and liabilities:Accounts payable and accrued expenses


(28,084
)


3,000



28,931



3,050Net cash used in operating activities


(52,427
)


(4,644
)


(56,993
)


(20,818
)CASH FLOWS FROM INVESTING ACTIVITIESNet cash used in investing activities


-



-



-



-CASH FLOWS FROM FINANCING ACTIVITIES:Net proceeds from issuance of note payable, related party


45,000



-



60,000



-Net cash provided by financing activities


45,000



-



60,000



-NET INCREASE / (DECREASE) IN CASH


(7,427
)


(4,644
)


3,007



(20,818
)CASH, Beginning of period


17,484



14,477



14,477



35,295CASH, End of period

$
10,057


$
9,833


$
17,484


$
14,477














2010

2009


2010


2009SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the period for:Interest

$
—


$
—


$
—


$
—Income taxes


—



—



—



—














The accompanying notes are an integral part of the financial statements





- 19 -





CATALYST LIGHTING GROUP, INC.


NOTES TO FINANCIAL STATEMENTS


FOR THE THREE MONTH PERIODS ENDED DECEMBER 31, 2010 AND 2009 (UNAUDITED) AND


FOR THE YEARS ENDED SEPTEMBER 30, 2010 AND 2009





NOTE 1.    BASIS OF PRESENTATION AND ORGANIZATION







Organization and Business




The Company was incorporated in the State of Delaware on March 7, 2001. On August 27, 2003, the Company completed the reverse acquisition of Whitco Company, L.P. ("Whitco"). Whitco was a wholly owned subsidiary of the Company and was engaged in the manufacture and sale of area lighting poles to distributors throughout the United States of America.




On March 15, 2006, Whitco voluntarily filed for protection under Chapter 11 of the U.S. bankruptcy laws. On April 25, 2006, the bankruptcy court approved a sale of Whitco's assets (other than cash and accounts receivable) used in its area lighting pole business. The assets were sold free and clear of any liens and encumbrances to a third party purchaser pursuant to Section 363 of the U.S Bankruptcy Code. The purchaser issued a common stock purchase warrant to acquire shares of the purchaser's common stock as consideration for the assets purchased ("Purchase Warrant").




On May 16, 2006, Whitco filed a motion to convert its bankruptcy case to a Chapter 7 liquidation proceeding. This motion was granted by the bankruptcy court on July 13, 2006. In connection with the liquidation, the Purchase Warrant and Whitco's cash and accounts receivable were assigned and distributed to Whitco's secured creditor (the "Entity"). As part of the Chapter 7 bankruptcy proceedings, no assets were available for distribution to unsecured creditors and, accordingly, these unsatisfied obligations were relieved as part of the liquidation in accordance with the provisions of Chapter 7 of U.S. bankruptcy laws.




Since Whitco's liquidation in bankruptcy, the Company has had nominal assets and nominal business operations and its business strategy has been to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. In furtherance of this business strategy, on July 25, 2006, the Company voluntarily filed for protection under Chapter 11 of the U.S. bankruptcy laws. The Company subsequently determined to withdraw from bankruptcy court protection and, on motion made by the U.S. trustee, the bankruptcy court ordered the case dismissed on January 9, 2007. Since the dismissal of the Company's bankruptcy case, the Company has settled its outstanding liabilities with creditors and is now in a position to actively seek a target company. In addition, effective February 22, 2007, the Company experienced a change in control and its management changed, pursuant to a Securities Purchase Agreement by and between the Company and KIG Investors I, LLC.





Effective January 15, 2010, the Company experienced a change in control and its management changed, pursuant to a Purchase Agreement by and between Keating Investments, LLC, Mr. Kevin R. Keating, Lionsridge Capital, LLC, Laurus Master Fund, Ltd., Garisch Financial, Inc., and Woodman Management Corporation. See Note 3





The Company's principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.




Going Concern





The accompanying financial statements have been prepared assuming the Company will continue as a going concern. During the three month period ended December 31, 2010, the Company had a net loss of $24,343 and used cash in operations of $52,427. At December 31, 2010, the Company had a working capital and a stockholders’ deficit of $105,090. Since inception, the Company has been dependent upon the receipt of capital investment or other financing to fund its operations. The Company currently has no source of operating revenue, and has only limited working capital with which to pursue its business plan, which contemplates the completion of a business combination with an operating company. The amount of capital required to sustain operationsuntil the successful completion of a business combination is subject to future events and uncertainties. It may be necessary for the Company to secure additional working capital through loans or sales of common stock, and there can be no assurance that such funding will be available in the future. These conditions raise substantial doubt about the Company's ability to continue as a going concern.




The accompanying financial statements have been presented on the basis of the continuation of the Company as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.





- 20 -





NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Change in Fiscal Year




Effective for fiscal year 2010, the Company changed its fiscal year end to December 31 form the fiscal year end of September 30. As a result of this change, the Statements of Operations, Statements of Cash Flows and Statements of Shareholders’ Equity are presented for the three-month periods December 31, 2010 and each of the two previous fiscal years ended September 30, 2010 and September 30, 2009. For comparative purposes only, the Statements of Operations and Statements of Cash Flows presents the results of operations for the three-month period ended December 31, 2009 (unaudited).




Use of Estimates




The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for accruals for potential liabilities and assumptions made in valuing stock instruments issued for services.




Income Taxes




The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, Income Taxes ("Topic 740"), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.




Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.




The Company performed a review of its material tax positions. At the adoption date of October 1, 2007, the Company had no unrecognized tax benefits as a result of tax positions taken in a prior period. During the three months ended December 31, 2010 and the fiscal years ended September 30, 2010 and 2009, there were no increases or decreases in unrecognized tax benefits as a result of tax positions taken during those fiscal years, there were no decreases in unrecognized tax benefits relating to settlements with taxing authorities, and there were no reductions to unrecognized tax benefits as a result of a lapse of the applicable statute of limitations. As of December 31, 2010 and September 30, 2010, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate. As of December 31, 2010, the Company has no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. Generally, the Company's tax years ended September 30, 2000 and after remain subject to examination by major taxing jurisdictions.




The Company has elected to classify any interest or penalties recognized with respect to any unrecognized tax benefits as income taxes. During the three months ended December 31, 2010 and the fiscal years ended September 30, 2010 and 2009, the Company did not recognize any amounts for interest or penalties with respect to any unrecognized tax benefits. As of December 31, 2010 and September 30, 2010, no amounts for interest or penalties with respect to any unrecognized tax benefits have been accrued.




Cash and Cash Equivalents




Cash and cash equivalents, if any, include all highly liquid instruments with an original maturity of three months or less at the date of purchase.




Fair Value of Financial Instruments




On July 1, 2008, the Company adopted Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures ("Topic 820"). Topic 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:




·
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.




·
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.




·
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.




The Company had no such assets or liabilities recorded to be valued on the basis above at December 31, 2010 and September 30, 2010.


- 21 -













Revenue Recognition




The Company recognizes revenue in accordance with Accounting Standards Codification Section 605-10-599, Revenue Recognition, Overall, SEC Materials ("Section 605-10-S99"). Section 605-10-S99 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectibility is reasonably assured. The Company had no operations and no revenue for the three month period ended December 31, 2010.




Net Loss Per Share





Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. The Company currently has no dilutive securities and as such, basic and diluted loss per share are the same for all periods presented.




Recently Issued Accounting Pronouncements





In April 2010, the FASB issued new accounting guidance to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The Company does not expect adoption of this standard will have a material impact on its consolidated financial statements.





In January 2010, the FASB issued new accounting guidance which requires new disclosures regarding transfers in and out of Level 1 and Level 2 fair value measurements, as well as requiring presentation on a gross basis of information about purchases, sales, issuances and settlements in Level 3 fair value measurements. The guidance also clarifies existing disclosures regarding level of disaggregation, inputs and valuation techniques. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2009. Disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements are effective for fiscal years beginning after December 15, 2010. As this guidance requires only additional disclosure, there should be no impact on the financial statements of the Company upon adoption.





Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements.





NOTE 3 – CHANGE OF CONTROL TRANSACTIONS





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 in an aggregate amount of $30,000 (including $15,000 owed to KI as a consulting fee for services rendered 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.





- 22 -





NOTE 4 – STOCKHOLDERS’ EQUITY




Common Stock




Common stock consists of $0.0001 par value, 20,000,000 shares authorized, 4,331,131 shares issued and outstanding as of December 31, 2010 and September 30, 2010.




Preferred Stock




The articles of incorporation of the Company authorize 10,000,000 shares of preferred stock with a par value of $0.0001 per share. The Board of Directors is authorized to determine any number of series into which shares of preferred stock may be divided and to determine the rights, preferences, privileges and restrictions granted to any series of the preferred stock.





Stock Purchase Warrants


On December 10, 2009, warrants to purchase 3,334 shares of the Company's common stock at an exercise price of $30.00 expired without being exercised.





NOTE 5 – RELATED PARTY TRANSACTIONS





Notes Payable, Related Party





On March 5, 2010, the Company and Woodman Management Corporation, (“Woodman”) entered into a revolving promissory note agreement.  Under the revolving note agreement, the Company can borrow up to a maximum principal amount of $250,000.  Interest shall accrue from the date of any advances on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of 8% per annum, compounded annually.  All unpaid principal and interest must be paid by March 5, 2011.  As of December 31, 2010 and September 30, 2010, the Company was advanced $105,000 and $60,000, respectively, under this agreement.  Accrued interest under this revolving promissory note agreement was $3,784 and $2,104 as of December 31, 2010 and September 30, 2010, respectively.





Management Agreement





On October 1, 2007, the Company and Vero entered into an agreement whereby Vero will provide to the Company a broad range of managerial and administrative services for a fixed fee of $1,000 per month, for an initial period of twelve months. At the end of the initial twelve month term, the agreement will continue to remain in effect until terminated in writing by either party. For the three months ended December 31, 2010 and 2009 and the years ended September 30, 2010 and 2009, the Company recorded $0 and $3,000, respectively, and $4,000 and $12,000, respectively, of managerial and administrative expenses associated with this agreement which are included as a component of general and administrative expenses in the accompanying statement of operations. As of December 31, 2010 and September 30, 2010, the Company had no unpaid management and other fees under this agreement.





On February 3, 2010, the Company and Venor Inc (“Venor”) entered into an agreement in which Venor will provide financial services as well as services in the capacity of Interim President and Interim Secretary.  These services will be provided for a fixed fee of $4,000 on a month to month basis.  For the three months ended December 31, 2010 and 2009, and for the years ended September 30, 2010 and 2009, the Company recorded $12,000 and $0, respectively, and $49,813 and $0, respectively, of financial services associated with this agreement, which are included as a component of general and administrative expenses in the accompanying condensed statement of operations. As of December 31, 2010 and September 30, 2010, the Company had no unpaid management and other fees under this agreement.





- 23 -





NOTE 6 – INCOME TAXES




A reconciliation between the expected federal income tax rate and the actual tax rate is as follows:







December 31,
September 30,2010


2010Tax at federal statutory rates


34
%


34
%Valuation allowance – operating loss carryforward


(34
%)


(34
%)Effective tax rate


-



-







The following is a summary of the deferred tax assets:







December 31,


September 30,2010


2010Federal income tax expense (benefit) at statutory rate

$
(960,000
)

$
(952,000
)State income taxes, net of federal income tax effect


-



-Valuation allowance


960,000



952,000Total income tax benefit

$
-


$
-







At December 31, 2010, the Company had a net operating loss carry forward for federal and state income tax purposes of approximately $2.8 million available to offset future taxable income through 2030. This operating loss is limited under the change of control provisions of Section 382 of the Internal Revenue Code.




Prior net operating loss carry forwards were reduced effective April 24, 2006 principally as a result of cancellation of debt in the Chapter 11 proceedings.




A valuation allowance of $960,000 was established at December 31, 2010 to offset the benefit from the net operating loss carry forward to the extent it is more likely than not, based upon available evidence, that the recorded value will not be realized. Realization is dependent on the existence of sufficient taxable income within the carry forward period. In August 2007, upon the issuance of common shares in settlement of liabilities, the Company underwent a change of control pursuant to Section 382. Net operating losses prior to the change of control are limited in post change periods under Section 382. Cancellation of indebtedness income subsequent to the change in control has been excluded from taxable income due to the insolvency of the company, and has the effect of reducing the pre-change net operating loss carry forward.


- 24 -










Item 9. Changes in and Disagreements with Accountants 011 Accounting and Financial Disclosure





None.





Item 9A(T).





Management's Annual Report on Internal Control over Financial Reporting





Disclosure Controls and Procedures





Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act of 1934 Rules 13a-15(1). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of December 31, 2009.





Changes in Internal Control Over Financial Reporting





There have been no changes in the Company's internal control over financial reporting during the three months ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial Reporting.





Management's Report on Internal Control over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company's internal control over financial rep0I1ing as of December 31, 2009. Inmaking this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control- Integrated Framework.Based 011 our assessment we concluded that, as of December 31, 2010, the Company's internal control over financial reporting was effective based on those criteria.





This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Annual Report.





Item 9B.  Other Information.





None








- 25 -





PART III





Item 10.  Directors, Executive Officers and Corporate Governance.





Directors and Executive Officers





The names and ages of the directors and executive officers of the Company, and their positions with the Company, are as follows:





Name
Age
PositionEric Stoppenhagen
37
Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director




The term of office of each director expires at our annual meeting of stockholders or until their successors are duly elected and qualified. Except as set forth in Item 11 of this Annual Report, the Directors are not compensated for serving as such. Officers serve at the discretion of the Board of Directors.




Eric Stoppenhagen has served as Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director of the Company since February 2010.  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 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 Mimvi, Inc. in 2010 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.




Significant Employees




None.




Family Relationships




None.




Involvement in Certain Legal Proceedings




There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of our sole officer and director, Eric Stoppenhagen, during the past five years.




Section 16(a) Beneficial Ownership Reporting Compliance




Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and the holders of more than 10% of our common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our equity securities.  Based solely on our review of the copies of the forms received by us and written representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that, during the year ended September 30, 2010, all of our executive officers, directors and the holders of 10% or more of our Common Stock complied with all Section 16(a) filing requirements, except for Keating Investments LLC, who did not timely file a Form 4 reporting one transaction.




Audit Committee and Audit Committee Financial Expert




The Company is not a "listed company" under SEC rules and is therefore not required to have an audit committee comprised of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules and regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company's board of directors is deemed to be its audit committee and as such functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and oversight of the Company's independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. The Company's board of directors has determined that its members do not include a person who is an "audit committee financial expert" within the meaning of the rules and regulations of the SEC. The board of


- 26 -









directors has determined that each of its members is able to read and understand fundamental financial statements and has substantial business experience that results in that member's financial sophistication. Accordingly, the board of directors believes that each of its members have the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee would have.




Board Meetings; Nominating and Compensation Committees




The Board of Directors took a number of actions by written consent of all of the directors during the fiscal year ended December 31, 2010. Such actions by the written consent of all directors are, according to Delaware corporate law and the Company's by-laws, as valid and effective as if they had been passed at a meeting of the directors duly called and held. The Company's directors and officers do not receive remuneration from the Company unless approved by the Board of Directors or pursuant to an employment contract. No compensation has been paid to the Company's directors for attendance at any meetings during the last fiscal year.




The Company does not have standing nominating or compensation committees, or committees performing similar functions. The Company's board of directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately performed by the board of directors. The board of directors also is of the view that it is appropriate for the Company not to have a standing nominating committee because the board of directors has performed and will perform adequately the functions of a nominating committee. The Company is not a "listed company" under SEC rules and is therefore not required to have a compensation committee or a nominating committee.




Code of Ethics




A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:




·
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;




·
Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the SEC and in other public communications made by an issuer;




·
Compliance with applicable governmental laws, rules and regulations;




·
The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and




·
Accountability for adherence to the code.




Due to the limited scope of the Company's current operations, the Company has not adopted a corporate code of ethics that applies to its executive officers.




Conflicts of Interest




Certain conflicts of interest exist and may continue to exist between the Company and its officers and directors due to the fact that each has other business interests to which they devote their primary attention. Each officer and director may continue to do so notwithstanding the fact that management time should be devoted to the business of the Company.




Certain conflicts of interest may exist between the Company and its management, and conflicts may develop in the future. The Company has not established policies or procedures for the resolution of current or potential conflicts of interest between the Company, its officers and directors or affiliated entities. There can be no assurance that management will resolve all conflicts of interest in favor of the Company, and conflicts of interest may arise that can be resolved only through the exercise by management their best judgment as may be consistent with their fiduciary duties. Management will try to resolve conflicts to the best advantage of all concerned.




Shareholder Communications




There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. The board of directors does not believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because it believes that, given the limited scope of the Company's operations, a specific nominating policy would be premature and of little assistance until the Company's business operations are at a more advanced level. There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the board of directors. Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board of directors followed by the board's review of the candidates' resumes and interview of candidates. Based on the information gathered, the board of directors then makes a decision on whether to


- 27 -







recommend the candidates as nominees for director. The Company does not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.




The Company does not have any restrictions on shareholder nominations under its certificate of incorporation or by-laws. The only restrictions are those applicable generally under Delaware corporate law and the federal proxy rules, to the extent such rules are or become applicable. The board of directors will consider suggestions from individual shareholders, subject to evaluation of the person's merits. Stockholders may communicate nominee suggestions directly to the board of directors, accompanied by biographical details and a statement of support for the nominees. The suggested nominee must also provide a statement of consent to being considered for nomination. There are no formal criteria for nominees.




Because the management and directors of the Company are the same persons, the Board of Directors has determined not to adopt a formal methodology for communications from shareholders on the belief that any communication would be brought to the board of directors' attention by virtue of the co-extensive capacities served by Eric Stoppenhagen.




Indemnification




Under Delaware corporate law and pursuant to our certificate of incorporation and bylaws, the Company may indemnify its officers and directors for various expenses and damages resulting from their acting in these capacities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Company's officers or directors pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.





Item 11.  Executive Compensation




Compensation Discussion and Analysis




The Company currently is a shell company with nominal assets, no employees and no active business operations. The Company's business plans are to identify an operating company with which to merge or to complete a business combination in a reverse merger transaction. As such, the Company currently has no formal compensation program for its executive officers, directors or employees.




The Company is not a "listed company" under SEC rules and is therefore not required to have a compensation committee. Accordingly, the Company has no compensation committee.




Except as set forth in the summary compensation table below, during the three month period ended December 31, 2010 and year ended September 30, 2010, the Company has not provided any salary, bonus, annual or long-term equity or non-equity based incentive programs, health benefits, life insurance, tax-qualified savings plans, special employee benefits or perquisites, supplemental life insurance benefits, pension or other retirement benefits or any type of nonqualified deferred compensation programs for its executive officers or employees.




No retirement, pension, profit sharing, stock option or insurance programs or other similar programs are currently in place for the benefit of the Company's employees and no equity awards are currently outstanding.




There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.





The following table and related footnotes show the compensation paid during the three month period ended December 31, 2010 and year ended September 30, 2010, and to the Company's executive officer.





SUMMARY COMPENSATION TABLE





Annual CompensationName and Principal Position
Period

Salary


Bonus


Other Annual Compensation


Total CompensationEric Stoppenhagen
Year Ended Sept. 30, 2010

$
0


$
0


$
49,813


$
49,813CEO, CFO, President and Secretary
Three Months Ended Dec. 31, 2010

$
0


$
0


$
12,000


$
12,000Kevin R. Keating

CEO, CFO, President,

Treasurer and Secretary
2010

$
0


$
0


$
0


$
0


- 28 -





Employment Agreements





Currently, we have no employment agreements or other agreements with any of our executive officers or employees. On February 3, 2010, the Company and Venor Inc (“Venor”) entered into an agreement in which Venor will provide financial services as well as services in the capacity of Interim President and Interim Secretary.  These services will be provided for a fixed fee of $4,000 per month for six months.





Compensation of Directors





During the three month period ended December 31, 2010 and the year ended September 30, 2010, except as set forth above, Messrs. Stoppenhagen and Keating did not receive separate compensation for their services as a director.





Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters





The following table sets forth certain information regarding the Company's common stock beneficially owned on February 2, 2011, for (i) each shareholder the Company knows to be the beneficial owner of 5% or more of its outstanding common stock, (ii) each of the Company's executive officers and directors, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. To the best of the Company's knowledge, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted. At February 2, 2011, 4,331,131 shares of the Company's common stock were outstanding.





Name of Beneficial Owner

Number of Shares Beneficially Owned


Percentage Ownership of Common StockW-Net Fund I, L.P. (1)


3,861,721



89.1
%Eric Stoppenhagen


0



0.0
%All Executive Officers and Directors as a group


0



0.0
%


(1) David Weiner has voting and investment control over the securities owned by W-Net Fund I, L.P. The address of W-Net Fund I. L.P. and David Weiner is 12400 Ventura Blvd., Suite 327 Studio City, California 91604.





Changes in Control Arrangements





There existed no change in control arrangements at December 31, 2010.





Item 13.   Certain Relationships and Related Transactions, and Director Independence.





On March 5, 2010, the Company and Woodman Management Corporation, (“Woodman”) entered into a revolving promissory note agreement.  Under the revolving note agreement, the Company can borrow up to a maximum principal amount of $250,000.  Interest shall accrue from the date of any advances on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of 8% per annum, compounded annually.  All unpaid principal and interest must be paid by March 5, 2011.  As of December 31, 2010 and September 30, 2010, the Company was advanced $105,000 and $60,000, respectively, under this agreement.  Accrued interest under this revolving promissory note agreement was $3,784 and $2,104 as of December 31, 2010 and September 30, 2010, respectively.





On February 3, 2010, the Company and Venor Inc (“Venor”) entered into an agreement in which Venor will provide financial services as well as services in the capacity of Interim President and Interim Secretary.  These services will be provided for a fixed fee of $4,000 on a month to month basis.  For the three months ended December 31, 2010 and 2009 and the years ended September 30, 2010 and 2009, the Company recorded $12,000 and $0, respectively, and $49,813 and $0, respectively, of financial services associated with this agreement, which are included as a component of general and administrative expenses in the accompanying statement of operations. As of December 31, 2010 and September 30, 2010, the Company had no unpaid management and other fees under this agreement.





Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-B.




Director Independence




The Company is not a "listed company" under SEC rules and is therefore not required to have independent directors.


- 29 -












Item 14.  Principal Accountant Fees and Services





Effective December 8, 2010, Company dismissed Comiskey & Company, P.C. (“Comiskey & Company”) as its independent public accounting firm. Comiskey & Company’s reports on the Company’s financial statements for the past two fiscal years, with the exception of an uncertainty paragraph about the ability of the Company to continue as a going concern, have not contained an adverse opinion or a disclaimer of opinion, nor were qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended September 30, 2009 and 2008 and subsequently through the date of its dismissal, there were no disagreements with Comiskey & Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Comiskey & Company’s satisfaction, would have caused them to make reference to the subject matter in connection with their report on the Company’s financial statements for such years.





The Company’s Board of Directors appointed Weinberg & Company, P.A. (“Weinberg”) as new independent public accountants, effective December 8, 2010. During the fiscal years ended September 30, 2009 and 2008 and subsequently through the date of Weinberg’s engagement, the Company did not consult Weinberg with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements.





Due to the Company’s fee issues with Comiskey & Company and the restriction of access to their prior period workpapers, the Company engaged Weinberg to re-audit the financial statements as of and for the year ended September 30, 2009.




Audit Fees




The aggregate fees billed by Comiskey & Company for professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports or services that are normally provided in connection with statutory and regulatory filings were $7,305 for the fiscal year ended September 30, 2010 and $6,359 for the fiscal year ended September 30, 2009.




For the three month period ended December 31, 2010, audit fees billed by Comiskey & Company for professional services rendered was $1,724.  Audit fees billed by Weinberg & Company for the same period was $4,500.




Audit-Related Fees




There were no fees billed by Comiskey & Company for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements for the three month periods ended December 31, 2010 and 2009 and for the fiscal years ended September 30, 2010 and 2009.




Tax Fees




There were zero in fees billed by Comiskey & Company for professional services for tax compliance, tax advice, and tax planning for the fiscal year ended September 30, 2010 and $1,250 for the fiscal year ended September 30, 2009




There were no tax related fees billed for the three month period ended December 31, 2010.




All Other Fees




There were no fees billed by Comiskey & Company for other products and services for the three month periods ended December 31, 2010 and 2009 and for the fiscal years ended September 30, 2010 and 2009.




Policy on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent Auditors





The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.





PART IV





Item 15.  Exhibits and Financial Statement Schedules.




Financial Statements




The Company's financial statements are included in Item 8 of this Annual Report.




Financial Statement Schedules




All schedules are omitted because they are not applicable or have been provided in Item 8 of this Annual Report.


- 30 -








3.
Exhibits:





Exhibit Number

Description of Exhibit*2.1

Certificate of Ownership and Merger, as filed with the Delaware Secretary of State on September 23, 2003*3.1

Certificate of Incorporation, as filed with the Delaware Secretary of State on March 7, 2001*3.2

Certificate of Designation of Series A Convertible Preferred Stock, as filed with the Delaware Secretary of State on August 27, 2007*3.3

Certificate of Amendment of Certificate of Incorporation, as filed with the Delaware Secretary of State on September 19, 2007*3.4

By-Laws, as amended*10.1

Form of Registration Rights Agreement between certain Other Stockholders and the Company dated September 14, 2007*10.2

Settlement and Release Agreement between Laurus Master Fund, Ltd. and the Company dated August 22, 2007*10.3

Registration Rights Agreement between Laurus Master Fund, Ltd. and the Company dated September 14, 2007*10.4

Revolving Loan Agreement between Keating Investments, LLC and the Company dated August 22, 2007*10. 5

Consulting Agreement between Garisch Financial, Inc. and the Company dated September 13, 2007*10.6

Agreement between the Company and Vero Management, LLC, dated as of October 1, 200710.7

Revolving Promissory Note between Woodman Management Corporation and the Company dated March 5, 2010 (incorporated herein by reference to Exhibit 10.1 of Company's Form 8-K dated March 3, 2010)31.1

Certification of the Company's Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Annual Report on Form 10-K for the year ended September 30, 2010.32.1

Certification of the Company's Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.





*Incorporated herein by reference to the Company’s Form 10-SB filed December 12, 2006.


- 31 -








SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Catalyst Lighting Group, Inc.Date: February 2, 2011


By:
/s/   ERIC STOPPENHAGEN

-----------------------------------------------------------

Name: Eric Stoppenhagen

Title: Chief Executive Officer




In accordance with the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the registrant and in the following capacities on February 2, 2011.





By:
/s/   ERIC STOPPENHAGEN

-----------------------------------------------------------

Name: Eric Stoppenhagen

Title: Chief Executive Officer

Chief Financial Officer

President

Treasurer

Secretary and Sole Director





- 32 -