U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





x ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
fiscal year ended September 30, 2008





 ̈ ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





CATALYST LIGHTING GROUP,
INC.


(Name of
Small Business Issuer in its charter)





Delaware
                84-1588927(State
      or other jurisdiction of
                  incorporation
      or formation)
                (I.R.S.
      employer
                  identification
      number)




190
      Lakeview WayVero Beach, Florida
                32963(Address
      of principal executive offices)
                (Zip
      Code)


(772)
231-7544


(Issuer's
telephone number)





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





None
                    (Title
      of each class to be so registered)
                  None
                    (Name
      of each Exchange on which
                    each
      class is to be
registered)




Securities
to be registered under Section 12(g) of the Exchange Act:





Common Stock,
$0.0001


(Title of
each class)





Indicate
by check mark if the registrant is a well-known seasoned issuer as defined in
Rule 405 of the Securities Act. Yes  ̈  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  ̈  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  ̈





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.  ̈




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:




Large
      accelerated filer  ̈
                  Accelerated
      filer  ̈Non-accelerated  (Do
      not check if a smaller
                    reporting
      company) filer  ̈
                  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  ̈





As of
December 26, 2008, there were 1,637,272 shares of stock held by
non-affiliates.  As of December 26, 2008, 4,331,131 shares of the
common stock of the registrant were outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE




None.








TABLE
OF CONTENTS





PagePART IItem
      1.
                                  Business
                                  
                                  1Item
      1a.
                                  Risk
      Factors
                                  
                                  5Item
      1b.
                                  Unresolved
      Staff Comments
                                  
                                  10Item
      2.
                                  Properties
                                  
                                  10Item
      3.
                                  Legal
      Proceedings
                                  
                                  11Item
      4.
                                  Submission
      of Matters to a Vote of Security Holders
                                  
                                  11PART IIItem
      5.
                                  Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                  
                                  11Item
      6.
                                  Selected
      Financial Data
                                  
                                  19Item
      7.
                                  Management's
      Discussion and Analysis or Plan of Operations
                                  
                                  19Item
      7a.
                                  Quantitative
      and Qualitative Disclosures about Market Risk
                                  
                                  21Item
      8.
                                  Financial
      Statements and Supplementary Data
                                  
                                  22Item
      9.
                                  Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosures
                                  
                                  35Item
      9a.
                                  Controls
      and Procedures
                                  
                                  35Item
      9b.
                                  Other
      Information
                                  
                                  36PART IIIItem
      10.
                                  Directors,
      Executive Officers and Corporate Governance
                                  
                                  37Item
      11.
                                  Executive
      Compensation
                                  
                                  41Item
      12.
                                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                  
                                  42Item
      13.
                                  Certain
      Relationships and Related Transactions and Director
      Independence
                                  
                                  43Item
      14.
                                  Principal
      Accounting Fees and Services
                                  
                                  45PART IVItem 15.
                                  Exhibits
      and Financial Statement Schedules
                                  
                                  45Signatures
                                  
                                  47Certifications










FORWARD
LOOKING STATEMENTS





Statements
made in this Form 10-K that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). These statements often can be identified by the use of terms
such as "may", "will", "expect", "believe", "anticipate", "estimate",
"approximate", or "continue", or the negative thereof. Catalyst Lighting Group,
Inc. (“we”, “us”, “our” or the "Company") intends that such forward-looking
statements be subject to the safe harbors for such statements. The Company
wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond the control of the Company that could
cause actual results and events to differ materially from historical results of
operations and events and those presently anticipated or projected. These
factors include adverse economic conditions, entry of new and stronger
competitors, inadequate capital and unexpected costs. The Company disclaims any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.







PART
I





Item
1. Description of Business





(a)
Business History and Background





We were
formed as a “blank check” Delaware corporation under the name Wentworth III,
Inc. on March 7, 2001 to effect a merger, exchange of capital stock, asset
acquisition or other similar business combination with an operating business
which we believe had significant growth potential. As of February 12, 2003, we
entered into a Securities Exchange Agreement with Whitco Company, L.L.P., a
Texas limited liability partnership which manufactured, marketed and distributed
outdoor lighting poles. On August 27, 2003, we acquired Whitco Company, LP
(successor in interest as a result of the conversion of Whitco Company, L.L.P.
to a limited partnership) through an exchange of all of Whitco's partnership
units, and options to purchase partnership units, for 2,991,368 shares of
Catalyst common stock, and options to purchase 808,632 shares of Catalyst common
stock. Following our acquisition of Whitco, we changed our name to Catalyst
Lighting Group, Inc., and Whitco became our wholly-owned
subsidiary.





Whitco
was a nationwide manufacturer, marketer and distributor of steel and aluminum
outdoor lighting poles. Founded in 1969, Whitco sold poles directly to original
equipment manufacturers (OEM's) and indirectly to other third parties through
its own contracted sales representatives. We sought to have Whitco become the
preferred manufacturer, marketer and distributor of steel and aluminum lighting
pole structures and accessories.





We
operated our Whitco business solely through our wholly-owned Whitco subsidiary.
As such, substantially all of our assets and liabilities resided in our Whitco
subsidiary. We continued to incur operating losses from our Whitco business and
had insufficient working capital to fund our Whitco business operations. During
late 2005, we pursued the alternative of selling or merging with another company
to provide manufacturing economies of scale and the potential of additional
liquidity to fund operations.




However,
due to continuing operating losses, 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 (“Purchase Warrant”) to acquire shares of the
purchaser’s common stock as consideration for the assets purchased.




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, Laurus Master Fund, Ltd. (“Laurus”). 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 of Whitco 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, 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, Catalyst voluntarily filed for
protection under Chapter 11 of the U.S. bankruptcy laws. Catalyst 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.




(b) Reorganization




Since the
dismissal of Catalyst’s bankruptcy case, the Company completed a reorganization
in September 2007 and settled all of its outstanding liabilities with creditors
outside the jurisdiction of the bankruptcy courts (the “Reorganization”). As
part of this Reorganization, on August 22, 2007, the Company entered into a
securities purchase agreement (“Securities Purchase Agreement”) with KIG
Investors I, LLC (“KIG Investors”), a Delaware limited liability company,
pursuant to which KIG Investors purchased 1,572,770 shares of convertible
preferred stock for a purchase price of $157,277, or $0.10 per share (“Preferred
Stock Purchase”). A copy of the Securities Purchase Agreement is attached hereto
as Exhibit 10.3.




1




On August
23, 2007, in accordance with the terms of the Securities Purchase Agreement, the
existing officers and two of the Company’s directors resigned, and Kevin R.
Keating, the sole remaining director, was appointed Chief Executive Officer,
Chief Financial Officer, President, Secretary and Treasurer of the
Company.




Kevin R.
Keating is the father of Timothy J. Keating, the principal member of Keating
Investments, LLC. Keating Investments, LLC is the managing member of KIG
Investors. Timothy J. Keating is the manager of KIG Investors.




The
Preferred Stock Purchase was completed on September 12, 2007. The preferred
shares were automatically convertible into the Company’s common stock at such
time as the Company completed a 1-for-10 reverse stock split (“Reverse Split”).
The Reverse Split was completed on September 25, 2007, and KIG Investors was
issued 2,562,015 shares of common stock, on a post-reverse split basis, upon
cancellation of the preferred stock. The proceeds of the Preferred Stock
Purchase were used to pay outstanding liabilities of the Company.




KIG
Investors was granted certain demand and piggyback registration rights for the
shares of common stock issued to them upon conversion, pursuant to the terms and
condition of a certain registration rights agreement (“KIG Registration Rights
Agreement”). A copy of the KIG Registration Rights Agreement is attached hereto
as Exhibit 10.4.




In
connection with the closing of the Preferred Stock Purchase, the Company entered
into agreements with a number of creditors for a cash settlement of amounts owed
to them by the Company. Pursuant to these cash settlements, the Company paid an
aggregate of $30,277 in complete satisfaction of $191,092 in accrued
liabilities, resulting in income from the discharge of indebtedness of
$160,815.




In
connection with the closing of the Preferred Stock Purchase, the Company also
entered into settlement and release agreements (collectively, the “Settlement
Agreements”) with Feldman Weinstein & Smith, LLP (“FWS”), former legal
counsel to the Company, and with Halliburton Investor Relations (“HIR”), the
Company’s former investor relations firm, for the issuance of common stock in
complete settlement of amounts owed to them for services rendered. Pursuant to
these Settlement Agreements, the Company issued an aggregate of 71,086 shares of
common stock, on a post-split basis, valued at $7,109 or approximately $0.10 per
share, in satisfaction of accrued liabilities totaling $73,260, resulting in
income from discharge of indebtedness of $66,151 being recorded. A copy of the
Settlement Agreements with FWS and HIR are attached hereto as Exhibits 10.5 and
10.6, respectively. FWS and HIR were granted certain piggyback registration
rights for the shares of common stock received by them in the
settlement.




In
connection with the closing of the Preferred Stock Purchase, the Company also
entered into settlement and release agreement with Laurus (“Laurus Settlement
Agreement”) for the issuance of common stock in complete settlement of amounts
owed to it for certain loans and accrued interest. Pursuant to the Laurus
Settlement Agreement, the Company issued 1,083,172 shares of common stock, on a
post-split basis, valued at $108,317 or approximately $0.10 per share, in
satisfaction of principal under notes of $820,024 and accrued interest of
$121,095, resulting in income from discharge of indebtedness of $832,802 being
recorded. A copy of the Laurus Settlement Agreement is attached hereto as
Exhibit 10.8.




Laurus
was granted certain demand and piggyback registration rights for the shares of
common stock issued to them under the settlement, pursuant to the terms and
condition of a certain registration rights agreement (“Laurus Registration
Rights Agreement”). A copy of the Laurus Registration Rights Agreement is
attached hereto as Exhibit 10.9.




Further,
as part of the foregoing cash and equity settlements, any creditor holding
warrants to purchase shares of the Company’s common stock agreed to the
cancellation of such warrants. Accordingly, warrants to purchase 82,367 shares
of common stock, on a post-reverse split basis, were cancelled.





2




(c) Current Business of
Issuer





Since
completion of its Reorganization, 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 Kevin R. Keating, the sole officer and director of the Company.
As of this date, the Company has not entered into any definitive agreement with
any party, nor have there been any specific discussions with any potential
business combination candidate 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.





(d)
Proposed Merger




On June
23, 2008, the Company, a Delaware corporation, entered into a letter of intent
(the “Letter of Intent”) to acquire Organic Bouquet, Inc. (“Organic Bouquet”), a
California corporation, and Organic Style Limited (“Organic Style”), a private
limited company organized under the laws of England and Wales (collectively,
Organic Bouquet and Organic Style are referred to as “Organic”). A detailed
description of the Letter of Intent and the Merger is contained in our Current
Report on Form 8-K filed with the SEC on June 27, 2008. On August 18, 2008, the
Company terminated the LOI since the parties had not executed definitive and
final agreements by July 31, 2008.




3




(e)
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 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.




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, incident to a business
combination.




(f)
Reports to Security Holders





(i)
            The
      Company is not required to deliver an annual report to security holders
      and at this time does not anticipate the distribution of such a
      report.





(ii)
            The
      Company will file reports with the SEC. The Company will be a reporting
      company and will comply with the requirements of the Exchange
      Act.





(iii)
            The
      public may read and copy any materials the Company files with the SEC in
      the SEC's Public Reference Section, Room 1580, 100 F Street N.E.,
      Washington, D.C. 20549. The public may obtain information on the operation
      of the Public Reference Section by calling the SEC at 1-800-SEC-0330.
      Additionally, the SEC maintains an Internet site that contains reports,
      proxy and information statements, and other information regarding issuers
      that file electronically with the SEC, which can be found at
      http://www.sec.gov.




4


Item
1a. Risk Factors





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 an 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, Kevin R. Keating, our sole
officer and director, is currently involved with other public shell 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.





Additionally,
we contemplate that at least one of the finders of business combinations for the
Company will be Keating Securities. Timothy J. Keating, the manager of KIG
Investors, our principal stockholder, and the son of Kevin R. Keating, our sole
officer and director, is the Managing Member of, and holds approximately a 54%
interest in, Keating Securities. We cannot assure you that conflicts of interest
among us, Keating Securities and our stockholders will not develop.





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.




5





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.





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.




6





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 will be very thinly traded, and the price if traded may not
reflect the value of the Company. Moreover, we just 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 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 over-the-counter on the
Pink Sheets quotation system. Management intends to strongly consider
undertaking a business transaction with a private operating company which will
allow our shares to be quoted and traded on the Over-the-Counter Bulletin Board
(“OTC BB”), NASDAQ Global Market, NASDAQ Capital Market or a national exchange.
However, there can be no assurance that, upon a business combination, we will
qualify our shares for quotation or listing on NASDAQ or a national exchange, or
be able to maintain the criteria necessary to insure continued quotation or
listing.




We also
intend to seek to have our shares of common stock quoted on the OTC BB prior to
completion of the business combination; however, there can be no assurances that
we will be able to obtain an OTC BB quotation prior to the business combination.
In the event we are unable to obtain an OTC BB quotation prior to the business
combination, the value of your investment may be reduced since certain
attractive target operating businesses may only consider a combination with an
OTC BB quoted company.




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 in essence that a person who has
held restricted securities for a period of one year may, under certain
conditions, sell every three months, in brokerage transactions, a number of
shares that does not exceed the greater of 1.0% of a company's outstanding
common stock. There is no limit on the amount of restricted securities that may
be sold by a non-affiliate after the restricted securities have been held by the
owner for a period of two years. Current stockholders who own 10% or more of our
shares will likely be deemed an affiliate until 90 days after a business
combination is completed with a target company. After such 90-day period and
assuming said shares have been held for more than two years, these stockholders
may be able to sell their shares without volume restrictions. 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 SEC has
proposed new rules that may shortened the one year holding period under Rule 144
to six months in certain circumstances. There is no assurance that these
proposed rules will ultimately be adopted by the SEC in its current form or any
other form.




7




The
availability of the exemptions from registration provided by Rule 144 under or
Section 4(1) of the Securities Act may be limited in accordance with the letter
from Richard K. Wulff, Chief of the Office of Small Business Policy of the
Securities and Exchange Commission’s Division of Corporation Finance, to Ken
Worm of NASD Regulation, dated January 21, 2000 (the “Wulff Letter”). The Wulff
Letter provides that certain private transfers of the shares of common stock
also may be prohibited without registration under federal securities laws. The
SEC has proposed codifying certain aspects of the Wulff Letter and adjusting
some of its provisions. The proposed adjustments include allowing
stockholders of a company that was formerly a shell company to be able to
utilize the exemption from registration under Rule 144 under certain
circumstances following such time as the company is no longer a shell company
and certain disclosures have been completed. There is no assurance that this
proposal will ultimately be adopted by the SEC in its current form or any other
form.





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”, 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 and, in some cases, a larger percentage depending on the facts and
circumstances. 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, but SEC staff members have indicated a willingness to
consider a higher percentage in connection with registrations following reverse
mergers with shell companies such as the Company. 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.




8




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 a 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.




9




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 NASDAQ or
the American Stock Exchange. However, we cannot assure you that following such a
transaction, we will be able to meet the initial listing standards of either of
those or any other stock exchange, or that we will be able to maintain a listing
of our common stock on either of those or any other stock exchange. 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 be
eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
system, or on the “pink sheets,” 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 SEC rule that,
if it 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 its authorized preferred stock, there can be no assurance that the
Company 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.




10




Item
3. Legal Proceedings





Presently,
there are not any material pending legal proceedings to which the Company is a
party or as to which any of its property is subject, and no such proceedings are
known to the Company to be threatened or contemplated against it.





Item
4. Submission of Matters to a Vote of Security Holders





None.




PART
II





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





(a)
Market Information





Our
Common Stock was approved for quotation on the OTCBB on March 20, 2008 and
currently trades under the symbol CYSU.  Our Common Stock previously
traded on the Pink Sheets under the symbols CYSL and 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.





Per Share
Common Stock Bid Prices by Quarter*




For the Fiscal Year Ended on
September 30, 2007


High*
                  
                  
                  Low*Quarter
      Ended December 31, 2006
                  
                  $
                  7.00
                  
                  
                  $
                  7.00Quarter
      Ended March 31, 2007
                  
                  $
                  7.00
                  
                  
                  $
                  7.00Quarter
      Ended June 30, 2007
                  
                  $
                  7.00
                  
                  
                  $
                  7.00Quarter
      Ended September 30, 2007
                  
                  $
                  10.00
                  
                  
                  $
                  1.01




For the Fiscal Year Ended on
September 30, 2008


High
                  
                  
                  LowQuarter
      Ended December 31, 2007
                  
                  $
                  1.01
                  
                  
                  $
                  0.20Quarter
      Ended March 31, 2008
                  
                  $
                  1.01
                  
                  
                  $
                  1.01Quarter
      Ended June 30, 2008
                  
                  $
                  1.01
                  
                  
                  $
                  0.20Quarter
      Ended September 30, 2008
                  
                  $
                  0.55
                  
                  
                  $
                  0.15





* All
prices have been adjusted retroactively to give effect to the 1-for-10 Reverse
Split effective September 25, 2007.





(b)
 Common and Preferred Stock





The
Company is authorized by its Certificate of Incorporation, as amended, to issue
an aggregate of 210,000,000 shares of capital stock, of which 200,000,000 are
shares of common stock, par value $0.0001 per share (the "Common Stock") and
10,000,000 are shares of preferred stock, par value $0.0001 per share (the
“Preferred Stock”).




11


On August
27, 2007, the Company’s Board of Directors designated 1,600,000 shares of
preferred stock as Series A Convertible Preferred Stock (“Series A Preferred
Stock”). A copy of the Certificate of Designation of Series A Convertible
Preferred Stock is attached hereto as Exhibit 3.2. Each share of Series A
Preferred Stock was automatically convertible into 16.28982 shares of fully paid
and non-assessable common stock upon the Company’s completion of a reverse stock
split. The holders of Series A Preferred Stock were entitled to vote the number
of shares of common stock they were entitled to upon conversion on all matters
presented to a vote of the common stockholders.





On
September 12, 2007, the Company completed the sale of 1,572,770 shares of Series
A Preferred Stock to KIG Investors for a purchase price of $157,277. The shares
of Series A Preferred Stock were automatically convertible into the Company’s
common stock at such time as the Company completed a 1-for-10 reverse stock
split (“Reverse Split”).





On
September 25, 2007, the Company completed a 1-for-10 reverse stock split of its
outstanding common stock. The Reverse Split provided for the round up of
fractional shares and the special treatment of certain shareholders as
follows:





a.
            shareholders
      holding less than 100 shares of common stock as of the record date will
      not be affected by the Reverse Split and will hold the same number of
      shares both before and after the Reverse
Split;





b.
            shareholders
      holding 1,000 or fewer shares of common stock, but at least 100 shares of
      common stock as of the record date will hold 100 shares of common stock
      following the Reverse Split; and





c.
            all
      fractional shares as a result of the Reverse Split will be rounded
      up.





As a
result of the Reverse Split, the Series A Preferred Stock held by KIG Investors
were automatically converted into 2,562,015 shares of common stock, on a
post-reverse split basis. Upon the conversion of the Series A Preferred Stock,
the 1,600,000 shares of Preferred Stock previously designated as Series A
Preferred Stock were automatically returned to the status of authorized and
unissued shares of preferred stock, available for future designation and
issuance pursuant to the terms of the Certificate of Incorporation.





In
connection with the Reverse Split, effective September 25, 2007, the Company
also amended its certificate of incorporation to reduce the par value of its
common stock and preferred stock from $0.01 to $0.0001 per share and to increase
the number of authorized shares of common stock from 40,000,000 to 200,000,000
shares.





As of
December 3, 2007, after giving effect to the Reverse Split, there were 4,331,131
shares of common stock, par value $0.0001 per share, issued and outstanding.
Except as otherwise noted, all references to shares of the Company’s common
stock herein shall refer to the shares of common stock after giving effect to
the Reverse Split and the reduction of the par value per share.




Common
Stock





All
outstanding shares of Common Stock are of the same class and have equal rights
and attributes. The holders of Common Stock are entitled to one vote per share
on all matters submitted to a vote of stockholders of the Company. All
stockholders are entitled to share equally in dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available. In the event of liquidation, the holders of Common Stock are entitled
to share ratably in all assets remaining after payment of all liabilities. The
stockholders do not have cumulative or preemptive rights.





Preferred
Stock





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 its 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 the
Company will not do so in the future.




12




The
description of certain matters relating to the securities of the Company is a
summary and is qualified in its entirety by the provisions of the Company's
Certificate of Incorporation and By-Laws, copies of which have been filed or
incorporated by reference as exhibits to this Form 10-K.





Registration
Rights Granted to the Investor and Laurus





On
September 12, 2007, the Company offered certain registration rights to KIG
Investors in connection with the Preferred Stock Purchase, pursuant to the terms
and conditions contained in that certain registration rights agreement, a copy
of which is attached hereto as Exhibit 10.4 (the “KIG Registration Rights
Agreement”). On September 14, 2007, the Company offered certain registration
rights to Laurus in connection with the issuance of shares of the Company’s
common stock in settlement of certain debt obligations, pursuant to the terms
and conditions contained in that certain registration rights agreement, a copy
of which is attached hereto as Exhibit 10.9 (“Laurus Registration Rights
Agreement”). The terms and conditions of the KIG Registration Rights Agreement
and the Laurus Registration Rights Agreement are substantially similar. The KIG
Registration Rights Agreement and the Laurus Registration Rights Agreement are
referred to herein as the “Registration Rights Agreements”. The number of shares
subject to registration rights for each of the above holders is as
follows:





Stockholder
                      
                      Number
      of Shares Subject to Registration Rights (on a
                        post-reverse
      split basis)KIG
      Investors I, LLC
                      
                      
                      2,562,015Laurus
      Master Fund, Ltd.
                      
                      
                      1,108,172




Pursuant
to the Registration Rights Agreements, commencing on the date that is thirty
(30) days after the date the Company completes a business combination with a
private company in a reverse merger or reverse take-over transaction (a “Reverse
Merger”), the stockholders shall each have a separate one-time right to request
the Company to register for resale the shares of Common Stock held by such
persons. The Company is required to cause the registration statement filed as a
result of such requests to be declared effective under the Securities Act as
promptly as possible after the filing thereof and shall keep the demand
registration statement continuously effective under the Securities Act until the
earlier of (i) two years after its effective date, (ii) such time as all of the
shares of Common Stock covered by such registration statement have been publicly
sold by the stockholders, or (iii) such time as all of the shares of Common
Stock covered by such registration statement may be sold by the stockholders
pursuant to Rule 144(k). Further, if all of the shares of Common Stock to be
included in the registration statement filed cannot be so included due to
certain comments from the SEC, and there is not an effective registration
statement otherwise covering the shares of Common Stock, then the Company is
obligated to prepare and file such registration statement(s) for such number of
additional registration statements as may be necessary in order to ensure that
all shares of Common Stock are covered by an existing and effective registration
statement.





Additionally,
the Registration Rights Agreement provides the stockholders with “piggyback”
registration rights such that at any time there is not an effective registration
statement covering the shares of Common Stock, and the Company files a
registration statement relating to an offering for its own account or the
account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities
Act) or their then equivalents relating to equity securities to be issued solely
in connection with any acquisition of any entity or business or equity
securities issuable in connection with stock option or other employee benefit
plans, then the Company is required to send written notice to the stockholders
of such intended filings at least twenty (20) days prior thereto and is required
to automatically include in such registration statement all shares of Common
Stock held by the stockholders for resale and offer on a continuous basis
pursuant to Rule 415; provided, however, that (i) if, at any time after giving
written notice of its intention to register any securities and prior to the
effective date of the registration statement filed in connection with such
registration, the Company determines for any reason not to proceed with such
registration, the Company will be relieved of its obligation to register any
shares of Common Stock in connection with such registration, (ii) in case of a
determination by the Company to delay registration of its securities, the
Company will be permitted to delay the registration of shares of Common Stock
for the same period as the delay in registering such other securities, (iii)
each stockholder is subject to confidentiality obligations with respect to any
information gained in this process or any other material non-public information
he, she or it obtains, (iv) each stockholder is subject to all applicable laws
relating to insider trading or similar restrictions; and (v) if all of the
shares of Common Stock of the stockholders cannot be so included due to certain
comments from the SEC, then the Company may reduce the number of each
stockholders’ shares of Common Stock covered by such registration statement to
the maximum number which would enable the Company to conduct such offering in
accordance with the provisions of Rule 415.




13




The
stockholders shall be entitled to include all shares of Common Stock for resale
in the registration statement filed by the Company in connection with a public
offering of equity securities by the Company, pursuant to Rule 415, so long as
(1) such shares shall not be included as part of the underwritten offering of
primary shares by the Company, unless the Company and underwriter agree to allow
the inclusion of such shares of Common Stock as part of the underwritten
offering and, in such event, the stockholders elect to include the shares of
Common Stock in the underwriting subject to an allocation among all stockholders
of registration rights in the manner set forth in the Registration Rights
Agreement, (2) the underwriter approves the inclusion of such shares of Common
Stock in such registration statement, subject to customary underwriter cutbacks
applicable to all stockholders of registration rights, (3) the stockholders
shall enter into the underwriters’ form of lockup agreement as and to the extent
requested by the underwriters, which may require that all of the shares of
Common Stock held by the stockholders not be sold or otherwise transferred
without the consent of the underwriters for a period not to exceed 180 days from
the closing of the offering contemplated by the registration statement, and (4)
if all of the shares of Common Stock of the stockholders cannot be so included
due to certain comments from the SEC, then the Company may reduce the number of
each stockholders’ shares of Common Stock covered by such registration statement
to the maximum number which would enable the Company to conduct such offering in
accordance with the provisions of Rule 415.




The
Registration Rights Agreement contains a cut-back provision, whereby, in the
event all of the all of the shares of Common Stock held by the stockholders
cannot be included in a registration statement due to certain comments by the
SEC or underwriter cutbacks, then the Company, unless otherwise prohibited by
the SEC, shall cause the shares of Common Stock of the stockholders to be
included in such registration statement to be reduced pro rata based on the
number of shares of Common Stock held by all holders of registration
rights.




The
registration rights afforded to the stockholders shall terminate on the earliest
date when all shares of Common Stock of the stockholders either: (i) have been
publicly sold by the stockholders pursuant to a registration statement, (ii)
have been covered by an effective registration statement which has been
effective for an aggregate period of twelve (12) months (whether or not
consecutive), or (iii) may be sold by the stockholders pursuant to Rule 144(k),
or Rule 144 without regard to the volume limitations for sales as provided in
that regulation, as determined by the counsel to the Company pursuant to a
written opinion letter to such effect, addressed and acceptable to the Company's
transfer agent and the affected stockholders.




Each
stockholder shall also indemnify the Company, each of its directors, each of its
officers who signs the Registration Statement and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act against damages arising out of or based upon: (i) such stockholder’s
provision of any untrue or alleged untrue statement of a material fact to be
contained in any registration statement or prospectus or in connection with the
qualification of the offering under the securities or other “blue sky” laws of
any jurisdiction, or arising out of or relating to any such stockholder’s
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements contained in such registration statement or
prospectus not misleading or (ii) such stockholder’s violation or alleged
violation by the Company of the Securities Act or the Exchange Act, any other
law, including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the shares of Common
Stock pursuant to a registration statement or (iii) such stockholder’s violation
of the Registration Rights Agreement.




14




Registration
Rights Granted to Other Stockholders





On
September 14, 2007, the Company offered certain registration rights to the
following stockholders of the Company, pursuant to terms and conditions
substantially similar to those set forth in the form of registration rights
agreement, a copy of which is attached hereto as Exhibit 10.7 (“Other
Registration Rights Agreements”).





Stockholder
                
                Number
      of Shares Subject to
                  Registration
      Rights (on a post-
                  reverse
      split basis)Halliburton
      Investor Relations
                
                
                49,819Feldman
      Weinstein & Smith, LLP
                
                
                21,267Kevin
      R. Keating
                
                
                86,654Garisch
      Financial, Inc.
                
                
                86,654Dennis
      Depenbusch
                
                
                20,000




The Other
Registration Rights Agreements provide the stockholders with “piggyback”
registration rights such that at any time there is not an effective registration
statement covering the shares of Common Stock, and the Company files a
registration statement relating to an offering for its own account or the
account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities
Act) or their then equivalents relating to equity securities to be issued solely
in connection with any acquisition of any entity or business or equity
securities issuable in connection with stock option or other employee benefit
plans, then the Company is required to send written notice to the stockholders
of such intended filings at least twenty (20) days prior thereto and is required
to automatically include in such registration statement all shares of Common
Stock held by the stockholders for resale and offer on a continuous basis
pursuant to Rule 415; provided, however, that (i) if, at any time after giving
written notice of its intention to register any securities and prior to the
effective date of the registration statement filed in connection with such
registration, the Company determines for any reason not to proceed with such
registration, the Company will be relieved of its obligation to register any
shares of Common Stock in connection with such registration, (ii) in case of a
determination by the Company to delay registration of its securities, the
Company will be permitted to delay the registration of shares of Common Stock
for the same period as the delay in registering such other securities, (iii)
each stockholder is subject to confidentiality obligations with respect to any
information gained in this process or any other material non-public information
he, she or it obtains, (iv) each stockholder is subject to all applicable laws
relating to insider trading or similar restrictions; and (v) if all of the
shares of Common Stock of the stockholders cannot be so included due to certain
comments from the SEC, then the Company may reduce the number of each
stockholders’ shares of Common Stock covered by such registration statement to
the maximum number which would enable the Company to conduct such offering in
accordance with the provisions of Rule 415.




The
stockholders shall be entitled to include all shares of Common Stock for resale
in the registration statement filed by the Company in connection with a public
offering of equity securities by the Company, pursuant to Rule 415, so long as
(1) such shares shall not be included as part of the underwritten offering of
primary shares by the Company, unless the Company and underwriter agree to allow
the inclusion of such shares of Common Stock as part of the underwritten
offering and, in such event, the stockholders elect to include the shares of
Common Stock in the underwriting subject to an allocation among all stockholders
of registration rights in the manner set forth in the Other Registration Rights
Agreements, (2) the underwriter approves the inclusion of such shares of Common
Stock in such registration statement, subject to customary underwriter cutbacks
applicable to all stockholders of registration rights, (3) the stockholders
shall enter into the underwriters’ form of lockup agreement as and to the extent
requested by the underwriters, which may require that all of the shares of
Common Stock held by the stockholders not be sold or otherwise transferred
without the consent of the underwriters for a period not to exceed 180 days from
the closing of the offering contemplated by the registration statement, and (4)
if all of the shares of Common Stock of the stockholders cannot be so included
due to certain comments from the SEC, then the Company may reduce the number of
each stockholders’ shares of Common Stock covered by such registration statement
to the maximum number which would enable the Company to conduct such offering in
accordance with the provisions of Rule 415.




15




The Other
Registration Rights Agreements contain a cut-back provision, whereby, in the
event all of the all of the shares of Common Stock held by the stockholders
cannot be included in a registration statement due to certain comments by the
SEC or underwriter cutbacks, then the Company, unless otherwise prohibited by
the SEC, shall cause the shares of Common Stock of the stockholders to be
included in such registration statement to be reduced pro rata based on the
number of shares of Common Stock held by all holders of registration
rights.




The
registration rights afforded to the stockholders shall terminate on the earliest
date when all shares of Common Stock of the stockholders either: (i) have been
publicly sold by the stockholders pursuant to a registration statement, (ii)
have been covered by an effective registration statement which has been
effective for an aggregate period of twelve (12) months (whether or not
consecutive), or (iii) may be sold by the stockholders pursuant to Rule 144(k),
or Rule 144 without regard to the volume limitations for sales as provided in
that regulation, as determined by the counsel to the Company pursuant to a
written opinion letter to such effect, addressed and acceptable to the Company's
transfer agent and the affected stockholders.




Each
stockholder shall also indemnify the Company, each of its directors, each of its
officers who signs the Registration Statement and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act against damages arising out of or based upon: (i) such stockholder’s
provision of any untrue or alleged untrue statement of a material fact to be
contained in any registration statement or prospectus or in connection with the
qualification of the offering under the securities or other “blue sky” laws of
any jurisdiction, or arising out of or relating to any such stockholder’s
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements contained in such registration statement or
prospectus not misleading or (ii) such stockholder’s violation or alleged
violation by the Company of the Securities Act or the Exchange Act, any other
law, including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the shares of Common
Stock pursuant to a registration statement or (iii) such stockholder’s violation
of the Other Registration Rights Agreement.




(c)
Holders





As of
September 30, 2008, there were 34 record holders of our common stock and
approximately 23 beneficial holders who held our common stock in street
name.





(d)
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.





(e)
Penny Stock Regulations





Our
securities are subject to the SEC's “penny stock” rules. The penny stock rules
may affect the ability of owners of our shares to sell them. There may be a
limited market for penny stocks due to the regulatory burdens on broker-dealers.
The market among dealers may not be active. Investments in penny stocks often
are unable to sell stock back to the dealer that sold them the stock. The
mark-ups or commissions charged by the broker-dealers might be greater than any
profit an investor may make. Because of large spreads that market makers quote,
investors may be unable to sell the stock immediately back to the dealer at the
same price the dealer sold the stock to the investor.





Our
securities are also subject to the SEC’s rule that imposes special sales
practice requirements upon broker-dealers that sell such securities to other
than established customers or accredited investors. For purposes of the rule,
the phrase “accredited investor” means, in general terms, institutions with
assets exceeding $5,000,000 or individuals having net worth in excess of
$1,000,000 or having an annual income that exceeds $200,000 (or that, combined
with a spouse’s income, exceeds $300,000). For transactions covered by the rule,
the broker-dealer must make a special suitability determination for the
purchaser and receive the purchaser’s written agreement to the transaction prior
to the sale. Consequently, the rule may affect the ability of purchasers of our
securities to buy or sell in any market.




16




(f)
 Debt Securities





None.





(g)
 Warrants





As of
October 1, 2005, there were issued and outstanding warrants to purchase 86,410
shares of the Company’s common stock, on a post-reverse split basis. During the
fiscal year ended September 30, 2007, the Company entered into settlement
agreements with certain creditors who held warrants to purchase 82,366 shares of
common stock. As part of these settlement agreements, these warrants were
cancelled.





On March
26, 2008, warrants to purchase 710 shares, on a post split basis, of the
Company’s common stock at an exercise price of $31.25 expired without being
exercised.





As of
September 30, 2008, the Company had issued and outstanding warrants, on a
post-reverse split basis, as follows:




Warrant
      Holder
                                
                                Warrants
                                  Outstanding
                                
                                Exercise
                                  Price
                                
                                Expiry
      DateWilkinson
      Family Trust (an investor)
                                
                                3,334
                                
                                $
                                30.00
                                
                                12/10/2009Balances,
      September 30, 2008
                                
                                3,334





A copy of
the above common stock purchase warrants are attached hereto as Exhibits 10.1
and 10.2.





(h) Other
Securities to Be Registered





None.





(i)
Recent Sales of Unregistered Securities





On
September 12, 2007, the Company completed the sale of 1,572,770 shares of Series
A Preferred Stock to KIG Investors for a purchase price of $157,277. The shares
of Series A Preferred Stock were automatically convertible into the Company’s
common stock at such time as the Company completed a 1-for-10 reverse stock
split (“Reverse Split”). On September 25, 2007, the Company completed a 1-for-10
reverse stock split of its outstanding common stock. As a result of the Reverse
Split, the Series A Preferred Stock held by KIG Investors were automatically
converted into 2,562,015 shares of common stock, on a post-reverse split
basis.





On
September 14, 2007, the Company issued Feldman Weinstein & Smith, LLP
(“FWS”), former legal counsel to the Company, and Halliburton Investor Relations
(“HIR”), the Company’s former investor relation firm, an aggregate of 71,086
shares of common stock, on a post-reverse split basis, valued at $7,109 or
approximately $0.10 per share, in satisfaction of accrued liabilities totaling
$73,260, resulting in income from discharge of indebtedness of $66,151 being
recorded.




On
September 14, 2007, the Company also entered into an agreement with Laurus
Master Fund, Ltd. (“Laurus”), the Company’s secured creditor, for the issuance
of common stock in complete settlement of amounts owed to it for certain loans
and accrued interest. Pursuant to this equity settlement, the Company issued
1,083,172 shares of common stock, on a post-reverse split basis, valued at
$108,317 or approximately $0.10 per share, in satisfaction of principal under
notes of $820,024 and accrued interest of $121,095, resulting in income from
discharge of indebtedness of $832,802 being recorded.




On
September 14, 2007, the Company issued Dennis Depenbusch 20,000 shares of the
Company’s common stock, on a post-reverse split basis, valued at $2,000 for
consulting services provided by Mr. Depenbusch in connection with the
reorganization described in Part I, Item 1(b) above.




17




On
September 14, 2007, the Company issued Kevin R. Keating 86,654 shares of the
Company’s common stock, on a post-reverse split basis, valued at $8,665 for
consulting services provided by Mr. Keating.





On
September 14, 2007, the Company issued Garisch Financial, Inc. 86,654 shares of
the Company’s common stock, on a post-reverse split basis, valued at $8,665 for
consulting services provided by Garisch Financial, Inc. A copy of the Consulting
Agreement between Garisch Financial, Inc. and the Company is attached hereto as
Exhibit 10.11.





In
consideration of the above stock issuances, the Company granted certain
registration rights to the holders thereof. See Part II, Item 5(b) for a
discussion of the registration rights granted in connection with the above stock
issuances.




In
connection with the above stock issuance, we did not pay any underwriting
discounts or commissions. None of the sales of securities described or referred
to above was registered under the Securities Act. Each of the purchasers fell
into one or more of the categories that follow: an existing shareholder, a
creditor, a current or former officer or director, a service provider, or an
accredited investor with whom we or an affiliate of ours had a prior business
relationship. As a result, no general solicitation or advertising was used in
connection with the sales. In making the sales without registration under the
Securities Act, we relied upon one or more of the exemptions from registration
including those contained in Sections 4(2) of the Securities Act. The purchasers
represented in writing that they acquired the securities for their own accounts.
A legend was placed on the stock certificates stating that the securities have
not been registered under the Securities Act and cannot be sold or otherwise
transferred without an effective registration or an exemption
therefrom.


18


Item
6. Selected Financial Data





The
following selected financial data should be read in conjunction with
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and our audited financial statements and the accompanying notes
included elsewhere in this Annual Report on Form 10-K.





Year
      Ended September 30,2008
                      
                      
                      2007
                      
                      
                      2006
                      
                      
                      2005
                      
                      
                      2004Statement
      of Operations Data:Revenues
                      
                      $
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      16,358,303Cost
      of revenues
                      
                      $
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      11,695,063Gross
      profit (loss)
                      
                      $
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      4,663,240General
      and administrative expenses
                      
                      $
                      39,288
                      
                      
                      
                      118,450
                      
                      
                      
                      381,602
                      
                      
                      
                      1,359,593
                      
                      
                      
                      5,895,194Other
      income (expense)
                      
                      $
                      —
                      
                      
                      
                      980,090
                      
                      
                      
                      (180,303
                      )
                      
                      
                      (1,239,027
                      )
                      
                      
                      (300,585
                      )Net
      income (loss)
                      
                      $
                      (39,288
                      )
                      
                      
                      861,640
                      
                      
                      
                      (561,905
                      )
                      
                      
                      (2,598,620
                      )
                      
                      
                      (1,532,539
                      )Net
      income (loss) per share:Basic
                      
                      $
                      (0.01
                      )
                      
                      $
                      1.70
                      
                      
                      $
                      (1.34
                      )
                      
                      $
                      (6.50
                      )
                      
                      $
                      (4.35
                      )Diluted
                      
                      $
                      (0.01
                      )
                      
                      $
                      1.70
                      
                      
                      $
                      (1.34
                      )
                      
                      $
                      (6.50
                      )
                      
                      $
                      (4.35
                      )




*after giving retroactive
effect to 1-for-10 reverse stock split which was completed September 25,
2007.





Year
      Ended September 30,2008
                    
                    
                    2007
                    
                    
                    2006
                    
                    
                    2005
                    
                    
                    2004Balance
      Sheet Data:Cash
      and cash equivalents
                    
                    $
                    35,295
                    
                    
                    
                    76,696
                    
                    
                    
                    —
                    
                    
                    
                    0
                    
                    
                    
                    501,429Total
      assets
                    
                    $
                    35,295
                    
                    
                    
                    76,696
                    
                    
                    
                    —
                    
                    
                    
                    1,463,144
                    
                    
                    
                    10,453,626Total
      current liabilities
                    
                    $
                    6,250
                    
                    
                    
                    8,363
                    
                    
                    
                    1,085,340
                    
                    
                    
                    1,418,221
                    
                    
                    
                    7,414,225Total
      long-term liabilities
                    
                    $
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    568,358
                    
                    
                    
                    1,913,693Stockholders’
      equity (deficit)
                    
                    $
                    29,045
                    
                    
                    
                    68,333
                    
                    
                    
                    (1,085,340
                    )
                    
                    
                    (523,435
                    )
                    
                    
                    1,125,762




Item
7. Management’s Discussion and Analysis or Plan of Operations





(a)
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.





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.





(b)
Results of Operations




For the
twelve months ended September 30, 2007 and 2008, the Company had no revenues
from continuing operations.





For the
twelve months ended September 30, 2008, the Company had a loss from operations
of $(39,288), as compared with a loss from operations of $(118,450) for the
twelve months ended September 30, 2007.





For the
twelve months ended September 30, 2008, the Company incurred interest expense of
$0, as compared with interest expense of $79,678 for the twelve months ended
September 30, 2007. The reduction in interest expense was primarily attributed
to the settlement of certain notes in the quarter ended September 30,
2007.




19




For the
twelve months ended September 30, 2008, the Company had a net loss of $(39,288)
as compared with net income of $861,640 for the twelve months ended September
30, 2007, primarily related to discharge income of $1,059,768 for the
period.





(c)
Liquidity and Capital Resources





As of
September 30, 2008 and 2007, the Company had assets equal to $35,295 and
$76,696, respectively, comprised exclusively of cash and cash equivalents. The
Company’s current liabilities as of September 30, 2008 and 2007 were $6,250 and
$8,363, respectively, comprised exclusively of accrued expenses.




The
following is a summary of the Company’s cash flows provided by (used in)
operating, investing, and financing activities for the twelve months ended
September 30, 2008 and 2007:





Twelve
      months
                            ended
      September 30,2008
                          
                          
                          2007Operating
      activities
                          
                          $
                          (41,401
                          )
                          
                          $
                          (80,581
                          )Investing
      activities
                          
                          $
                          -
                          
                          
                          $
                          -Financing
      activities
                          
                          $
                          -
                          
                          
                          $
                          157,277Net
      effect on cash
                          
                          $
                          (41,401
                          )
                          
                          $
                          76,696





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.





(d)
Going Concern





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 his opinion in the Audit Report for the year ended
September 30, 2008.




(e)
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.




20




(f) 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.


21




Item
8. Financial Statements and Supplementary Data





Catalyst
Lighting Group, Inc.


Index
to Financial Statements




Report
      of Independent Registered Public Accounting Firm
                  
                  
                  23Balance
      Sheets as of September 30, 2008 and September 30, 2007
                  
                  
                  24Statements
      of Operations for the Years Ended September 30, 2008 and
    2007
                  
                  
                  25Statement
      of Changes in Stockholders’ Equity (Deficit) for the Years Ended September
      30, 2008 and 2007
                  
                  
                  26Statements
      of Cash Flows for the Years Ended September 30, 2008 and
    2007
                  
                  
                  27Notes
      to Financial Statements
                  
                  
                  28





22





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 September 30, 2008 and 2007, and the related statement of
operations, stockholders’ equity, and cash flows for each of the years then
ended.  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 (U.S.).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  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
September 30, 2008 and 2007, and the result of its operations and cash flows for
each of the years then ended, 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 incurred operating losses since its
inception and has a deficit in accumulated earnings.  These conditions
raise substantial doubt about its ability to continue as a going
concern.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.





Denver,
Colorado


December
16, 2008




/s/
Comiskey & Company




PROFESSIONAL
CORPORATION





23





Catalyst
Lighting Group, Inc.


Balance
Sheets


September
      30,
                          
                          
                          September
      30,2008
                          
                          
                          2007AssetsCurrent
      assetsCash
      and cash equivalents
                          
                          $
                          35,295
                          
                          
                          $
                          76,696Total
      current assets
                          
                          
                          35,295
                          
                          
                          
                          76,696Total
      assets
                          
                          $
                          35,295
                          
                          
                          $
                          76,696Liabilities
      and Stockholders' EquityCurrent
      liabilitiesAccrued
      expenses
                          
                          $
                          6,250
                          
                          
                          $
                          8,363Total
      current liabilities
                          
                          
                          6,250
                          
                          
                          
                          8,363Stockholders'
      Equity (Deficit)Preferred
      stock, $0.0001 par value; 10,000,000 sharesauthorized;
      no shares issued and outstanding
                          
                          
                          -
                          
                          
                          
                          -Common
      stock, $0.0001 par value; 200,000,000 sharesauthorized;
      4,331,131 shares issued and outstanding
                          
                          
                          433
                          
                          
                          
                          433Additional
      paid-in capital
                          
                          
                          4,150,986
                          
                          
                          
                          4,150,986Accumulated
      deficit
                          
                          
                          (4,122,374
                          )
                          
                          
                          (4,083,086
                          )Total
      stockholders' equity
                          
                          
                          29,045
                          
                          
                          
                          68,333Total
      liabilities and stockholders' equity
                          
                          $
                          35,295
                          
                          
                          $
                          76,696




The
accompanying notes are an integral part of these financial
statements.


24





Catalyst
Lighting Group, Inc.


Statements
of Operations





Year
      EndedSeptember
      30,2008
                
                
                2007Revenue
                
                $
                -
                
                
                $
                -Operating
      expensesGeneral
      and administrative
                
                
                39,288
                
                
                
                118,450Total
      operating expenses
                
                
                39,288
                
                
                
                118,450Loss
      from operations
                
                
                (39,288
                )
                
                
                (118,450
                )Other
      income (expense)Income
      from discharge of indebtedness
                
                
                -
                
                
                
                1,059,768Interest
      income/(expense)
                
                
                -
                
                
                
                (79,678
                )Net
      income (loss)
                
                $
                (39,288
                )
                
                $
                861,640Net
      income (loss) per share - basic and diluted
                
                $
                (.01
                )
                
                $
                1.70Weighted
      average number of shares of outstanding - basic and
diluted
                
                
                4,331,131
                
                
                
                506,322





The
accompanying notes are an integral part of these financial
statements.





25





Catalyst
Lighting Group, Inc.


Statement
of Changes in Stockholders’ Equity (Deficit)


For
the Years Ended September 30, 2008 and 2007





Additional
                    
                    
                    
                    
                    
                    TotalPreferred
      Stock
                    
                    
                    Common
      Stock
                    
                    
                    Paid-In
                    
                    
                    Deficit
                    
                    
                    Stockholders'Shares
                    
                    
                    Amount
                    
                    
                    Shares
      *
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Accumulated
                    
                    
                    Equity
      (Deficit)Balances
      at September 30, 2006
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    421,550
                    
                    
                    $
                    42
                    
                    
                    $
                    3,859,344
                    
                    
                    $
                    (4,944,726
                    )
                    
                    $
                    (1,085,340
                    )Preferred
      stock issued for cash
                    
                    
                    157,277
                    
                    
                    
                    157,277
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    157,277Common
      stock issued for payment of debt
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,154,258
                    
                    
                    
                    115
                    
                    
                    
                    115,310
                    
                    
                    
                    -
                    
                    
                    
                    115,425Common
      stock issued for services
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    193,308
                    
                    
                    
                    20
                    
                    
                    
                    19,311
                    
                    
                    
                    -
                    
                    
                    
                    19,331Common
      stock issued on conversion of preferred stock
                    
                    
                    (157,277
                    )
                    
                    
                    (157,277
                    )
                    
                    
                    2,562,015
                    
                    
                    
                    256
                    
                    
                    
                    157,021
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      income (loss)
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    861,640
                    
                    
                    
                    861,640Balances
      at September 30, 2007
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    4,331,131
                    
                    
                    $
                    433
                    
                    
                    $
                    4,150,986
                    
                    
                    $
                    (4,083,086
                    )
                    
                    $
                    68,333Net
      income (loss)
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (39,288
                    )
                    
                    
                    (39,288
                    )Balances
      at September 30, 2008
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    4,331,131
                    
                    
                    $
                    433
                    
                    
                    $
                    4,150,986
                    
                    
                    $
                    (4,122,374
                    )
                    
                    $
                    29,045





*after giving effect the 1-for-10
reverse stock split and the reduction in the par value of common stock from
$0.01 to $0.0001 per shareeffective September 25, 2007.




The
accompanying notes are an integral part of these financial
statements.





26





Catalyst
Lighting Group, Inc.


Statements
of Cash Flows





Year
      EndedSeptember
      30,2008
                                    
                                    
                                    2007Cash
      Flows From Operating ActivitiesNet
      (loss)
                                    
                                    $
                                    (39,288
                                    )
                                    
                                    $
                                    861,640Adjustments
      to reconcile net (loss) to netcash
      (used in) operating activities:Income
      on discharge of indebtedness
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (1,059,768
                                    )Amortization
      of debt discount
                                    
                                    
                                    -
                                    
                                    
                                    
                                    51,960Common
      stock issued for services
                                    
                                    
                                    -
                                    
                                    
                                    
                                    19,331Changes
      in operating assets and liabilities:Accrued
      expenses
                                    
                                    
                                    (2,113
                                    )
                                    
                                    
                                    46,256Net
      cash provided by (used in)operating
      activities
                                    
                                    
                                    (41,401
                                    )
                                    
                                    
                                    (80,581
                                    )Cash
      Flows From Financing ActivitiesProceeds
      from issuance of preferred stock
                                    
                                    
                                    -
                                    
                                    
                                    
                                    157,277Net
      cash provided by financing activities
                                    
                                    
                                    -
                                    
                                    
                                    
                                    157,277Net
      increase (decrease) in cash and cash equivalents
                                    
                                    
                                    (41,401
                                    )
                                    
                                    
                                    76,696Cash
      and cash equivalents, beginning of period
                                    
                                    
                                    76,696
                                    
                                    
                                    
                                    -Cash
      and cash equivalents, end of period
                                    
                                    $
                                    35,295
                                    
                                    
                                    $
                                    76,696Supplemental
      Disclosure of Cash Flow InformationCash
      paid for interest
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Supplemental
      Disclosure of Non-CashFinancing
      TransactionsCommon
      stock issued in payment of debt
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    115,425Common
      stock issued on conversion of preferred stock
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    157,277


The
accompanying notes are an integral part of these financial
statements.





27





Catalyst
Lighting Group, Inc.


Notes
to Financial Statements


September
30, 2008


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.  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”) (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.





Basis
of Presentation


The
accompanying financial statements include the accounts of the
Company.  The operations of Whitco, prior to the disposition of
Whitco’s assets, are excluded from continuing operations.





28





Catalyst
Lighting Group, Inc.


Notes
to Financial Statements


September
30, 2008


Going
Concern


Since
inception, the Company and its former subsidiary have a cumulative net loss of
$4,122,374.  Since inception, the Company has also 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 operations until
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.




2.
            Summary
      of Significant Accounting Policies




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 affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as well as the
reported amounts of revenues and expenses.  Actual results could
differ from these estimates.




Income
Taxes


The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes (“SFAS No. 109”),
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.  The tax provision shown on
the accompanying statement of operations is zero since the deferred tax asset
generated from net operating losses is offset in its entirety by a valuation
allowance.  State minimum taxes are expensed as incurred.





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


The
Company's financial instruments are comprised of accrued
expenses.  The carrying amounts of financial instruments approximate
fair value due to their short maturities.




Net
Loss Per Share


Basic
loss per share (EPS) is calculated by dividing the loss available to common
shareholders by the weighted average number of common shares outstanding for the
period.  Diluted EPS reflects the potential dilution that could occur
if securities or other contracts to issue common stock were exercised or
converted into common stock.  The Company currently has no dilutive
securities and as such, basic and diluted loss per share are the same for all
periods presented.




Comprehensive
Loss


Comprehensive
loss is defined as all changes in stockholders’ equity (deficit), exclusive of
transactions with owners, such as capital investments. Comprehensive loss
includes net loss, changes in certain assets and liabilities that are reported
directly in equity such as translation adjustments on investments in foreign
subsidiaries and unrealized gains (losses) on available-for-sale securities. For
the year ended September 30, 2008, the Company’s comprehensive loss was the same
as its net loss.





29





Catalyst
Lighting Group, Inc.


Notes
to Financial Statements


September
30, 2008




Stock
Compensation for Services Rendered


The
Company accounts for equity instruments issued to non-employees in accordance
with the provisions of SFAS No. 123 and Emerging Issues Task Force ("EITF")
Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services." All transactions in which goods or services are the consideration
received for the issuance of equity instruments are accounted for based on the
fair value of the consideration received or the fair value of the equity
instrument issued, whichever is more reliably measurable. The measurement date
of the fair value of the equity instrument issued is the earlier of the date on
which the counterparty's performance is complete or the date on which it is
probable that performance will occur.




Recently
Issued Accounting Pronouncements


In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of SFAS No. 133.” This
Statement amends and expands the disclosure requirements by requiring
qualitative disclosures about objectives and strategies for using derivatives,
quantitative disclosures about fair value amounts of, and gains and losses on,
derivative instruments, and disclosures about credit risk-related contingent
features in derivative agreements. SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after
November 15, 2008.




In April
2008, the FASB approved FSP FAS 142-3, “Determination of the Useful Life of
Intangible Assets.” FSP FAS 142-3 amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under SFAS No. 142, “Goodwill and Other
Intangible Assets.” FSP FAS 142-3 is effective for the Company’s fiscal year
beginning October 1, 2009, with early adoption prohibited.




In May
2008, the FASB approved FSP APB 14-1, “Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement).” FSP APB 14-1 clarifies that convertible debt instruments that may
be settled in cash upon conversion (including partial cash settlement) are not
addressed by paragraph 12 of APB Opinion No. 14, “Accounting for
Convertible Debt and Debt issued with Stock Purchase Warrants.” Additionally,
FSP APB 14-1 specifies that issuers of such instruments should separately
account for the liability and equity components in a manner that will reflect
the entity’s nonconvertible debt borrowing rate when interest cost is recognized
in subsequent periods. FSP APB 14-1 is effective for the Company’s fiscal year
beginning October 1, 2009.




In June
2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted
in Share-Based Payment Transactions Are Participating Securities.” FSP EITF
03-6-1 addresses whether instruments granted in share-based payment transactions
are participating securities prior to vesting and, therefore, need to be
included in computing earnings per share under the two-class method described in
SFAS No. 128, “Earnings Per Share.” FSP EITF 03-6-1 requires companies to
treat unvested share-based payment awards that have non-forfeitable rights to
dividend or dividend equivalents as a separate class of securities in
calculating earnings per share. FSP EITF 03-6-1 will be effective for the
Company’s fiscal year beginning October 1, 2009, with early adoption
prohibited.




The
adoption of these new Statements, when effective, are not expected to have a
material effect on the Company’s financial position, results of operations, or
cash flows.




3.
            Change
      of Control Transactions; Creditor
Settlements




On August
22, 2007, the Company entered into a stock purchase agreement with the Investor
pursuant to which the Investor purchased 1,572,770 shares of convertible
preferred stock for a purchase price of $157,277, or $0.10 per share (“Preferred
Stock Purchase”).




On August
23, 2007, in accordance with the terms of the stock purchase agreement, the
existing officers and two of the Company’s directors resigned, and Kevin R.
Keating, the sole remaining director, was appointed Chief Executive Officer,
Chief Financial Officer, President, Secretary and Treasurer.





30





Catalyst
Lighting Group, Inc.


Notes
to Financial Statements


September
30, 2008


Kevin R.
Keating is the father of Timothy J. Keating, the principal member of Keating
Investments, LLC.   Keating Investments, LLC is the managing
member of the Investor.  Timothy J. Keating is the manager of the
Investor.




The
Preferred Stock Purchase was completed on September 12, 2007.  The
preferred shares were automatically convertible into the Company’s common stock
at such time as the Company completed a 1-for-10 reverse stock split (“Reverse
Split”).  The Reverse Split was completed on September 25, 2007, and
the Investor was issued 2,562,015 shares of common stock, on a post-split basis,
upon cancellation of the preferred stock.  As of September 30, 2008,
the Investor owns approximately 59% of the outstanding shares of common
stock.  The proceeds of the Preferred Stock Purchase were used to pay
outstanding liabilities of the Company.




In
connection with and as a condition of the closing of the Preferred Stock
Purchase, the Company entered into agreements with a number of creditors for a
cash settlement of amounts owed to them by the Company.  Pursuant to
these cash settlements, the Company paid an aggregate of $30,277 in complete
satisfaction of $191,092 in accrued liabilities, resulting in income from the
discharge of indebtedness of $160,815 in the fourth quarter of the year ending
September 30, 2007.




In
connection with and as a condition of the closing of the Preferred Stock
Purchase, the Company also entered into agreements with a number of creditors
for the issuance of common stock in complete settlement of amounts owed to them
for services rendered.  Pursuant to these equity settlements, the
Company issued an aggregate of 71,086 shares of common stock, on a post-split
basis, valued at $7,109 or approximately $0.10 per share, in satisfaction of
accrued liabilities totaling $73,260, resulting in income from discharge of
indebtedness of $66,151 being recorded in the fourth quarter of the year ending
September 30, 2007.




In
connection with and as a condition of the closing of the Preferred Stock
Purchase, the Company also entered into an agreement with the Company’s secured
creditor for the issuance of common stock in complete settlement of amounts owed
to it for certain loans and accrued interest.  Pursuant to this equity
settlement, the Company issued 1,083,172 shares of common stock, on a post-split
basis, valued at $108,317 or approximately $0.10 per share, in satisfaction of
principal under notes of $820,024 and accrued interest of $121,095, resulting in
income from discharge of indebtedness of $832,802 being recorded in the fourth
quarter of the year ending September 30, 2007.




In
consideration of the above equity settlements, each creditor was granted piggy
back registration rights for the shares of common stock received in the
settlement.




Further,
as part of the cash and equity settlements, any creditor holding warrants to
purchase shares of the Company’s common stock agreed to the cancellation of such
warrants.  Accordingly, warrants to purchase 82,367 shares of common
stock, on a post-split basis, were cancelled.




4.
            Stockholders’
      Equity




Common
Stock


Pursuant
to certain settlement agreements, on September 14, 2007, the Company issued an
aggregate of 71,086 shares of common stock, on a post-split basis, valued at
$7,109 or approximately $0.10 per share, in satisfaction of accrued liabilities
owed to certain service providers totaling $73,260, resulting in income from
discharge of indebtedness of $66,151 being recorded.




Pursuant
to a settlement agreement with Laurus Master Fund, Ltd., on September 14, 2007,
the Company issued 1,083,172 shares of common stock, on a post-split basis,
valued at $108,317 or approximately $0.10 per share, in satisfaction of
principal under notes of $820,024 and accrued interest of $121,095, resulting in
income from discharge of indebtedness of $832,802 being recorded.




On
September 14, 2007, the Company issued 86,654 shares of its common stock, on a
post-split basis, to Kevin R. Keating, the sole officer and director of the
Company, for services rendered to the Company valued at $8,665, or $0.10 per
share.





31





Catalyst
Lighting Group, Inc.


Notes
to Financial Statements


September
30, 2008


On
September 14, 2007, the Company issued 86,654 shares of its common stock, on a
post-split basis, to Garisch Financial, Inc. for consulting services rendered to
the Company valued at $8,665, or $0.10 per share.




On
September 14, 2007, the Company issued 20,000 shares of its common stock, on a
post-split basis, to a former officer and director of the Company, for
consulting services rendered to the Company valued at $2,000, or $0.10 per
share.




On
September 25, 2007, following the completion of the Reverse Split, the Company
automatically converted its outstanding Preferred Stock and issued the Investor
2,562,015 shares of common stock, on a post-split basis.




All of
the foregoing shares of common stock issued by the Company were issued under an
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended (“Securities Act”). As such, the shares of common stock so issued are
restricted shares, and the holder thereof may not sell, transfer or otherwise
dispose of such shares without registration under the Securities Act or an
exemption therefrom. The Company has granted piggyback registration rights to
each of the recipients of the foregoing stock issuances with respect to the
above shares.  In addition, demand registration rights have been
granted to the Investor and the Entity.




Preferred
Stock


On August
27, 2007, the Company’s Board of Directors designated 1,600,000 shares of
preferred stock as Series A Convertible Preferred Stock (“Preferred
Stock”).  Each share of Preferred Stock was automatically convertible
into 16.28982 shares of fully paid and non-assessable common stock upon the
Company’s completion of a reverse stock split.  The holders of
Preferred Stock were entitled to vote the number of shares of common stock they
were entitled to upon conversion on all matters presented to a vote of the
common stockholders.




On August
22, 2007, the Company entered into a stock purchase agreement with the Investor
pursuant to which the Investor purchased 1,572,770 shares of Preferred Stock for
a purchase price of $157,277 (“Preferred Stock Purchase”).  The
Preferred Stock Purchase was completed on September 12, 2007.  The
shares of Preferred Stock were automatically convertible into the Company’s
common stock at such time as the Company completed a 1-for-10 reverse stock
split (“Reverse Split”).  The Reverse Split was completed on September
25, 2007, and the Investor was issued 2,562,015 shares of common stock, on a
post-split basis, upon cancellation of the Preferred Stock.




Reverse
Stock Split


On
September 25, 2007, the Company completed a 1-for-10 reverse stock split of its
outstanding common stock.  The Reverse Split provided for the round up
of fractional shares and the special treatment of certain shareholders as
follows:




a)
            shareholders
      holding less than 100 shares of common stock as of the record date will
      not be affected by the Reverse Split and will hold the same number of
      shares both before and after the Reverse
Split;





b)
            shareholders
      holding 1,000 or fewer shares of common stock, but at least 100 shares of
      common stock as of the record date will hold 100 shares of common stock
      following the Reverse Split; and





c)
            all
      fractional shares as a result of the Reverse Split will be rounded
      up.




In
connection with the Reverse Split, effective September 25, 2007, the Company
also amended its certificate of incorporation to reduce the par value of its
common stock and preferred stock from $0.01 to $0.0001 per share and to increase
the number of authorized shares of common stock from 40,000,000 to 200,000,000
shares.





32





Catalyst
Lighting Group, Inc.


Notes
to Financial Statements


September
30, 2008


As
of September 30, 2008, there were 4,331,131 shares of common stock,
par value $0.0001 per share, issued and outstanding.  Except as
otherwise noted, all references to shares of the Company’s common stock shall
refer to the shares of common stock after giving effect to the Reverse Split and
the reduction of the par value per share.




Option
Plans


As of
October 1, 2005, there were issued and outstanding options to purchase 9,828
shares of the Company’s common stock, on a post-split basis, and there were
140,172 options available for issuance under the 2003 Stock Option
Plan.  During the fiscal year ended September 30, 2006, the options to
purchase 9,828 shares of common stock under the 2003 Stock Option Plan were
cancelled.  On September 13, 2007, following the closing of the
Preferred Stock Purchase, the 2003 Stock Option Plan was terminated by the
Company’s Board of Directors.




Stock
Purchase Warrants


As of
October 1, 2005, there were issued and outstanding warrants to purchase 86,410
shares of the Company’s common stock, on a post-split basis.  During
the fiscal year ended September 30, 2007, the Company entered into settlement
agreements with certain creditors who held warrants to purchase 82,366 shares of
common stock.  As part of these settlement agreements, these warrants
were cancelled.




On March
26, 2008, warrants to purchase 710 shares, on a post split basis, of the
Company’s common stock at an exercise price of $31.25 expired without being
exercised.




As of
September 30, 2008, the Company had issued and outstanding warrants, on a
post-split basis, as follows:




Warrant Holder
                            
                            Warrants
                              Outstanding
                            
                            
                            Exercise
                              Price
                            
                            Expiry DateInvestor
                            
                            
                            3,334
                            
                            
                            $
                            30.00
                            
                            12/10/2009




5.
            Related
      Party Transactions




On
September 14, 2007, the Company issued 86,654 shares of its common stock, on a
post-split basis, to Kevin R. Keating, the sole officer and director of the
Company, for services rendered to the Company valued at $8,665, or $0.10 per
share.




On
September 14, 2007, the Company issued 20,000 shares of its common stock, on a
post-split basis, to a former officer and director of the Company, for
consulting services rendered to the Company valued at $2,000, or $0.10 per
share.




On August
22, 2007, the Company entered into a revolving loan agreement with Keating
Investments, LLC (“Lender”).  Pursuant to this agreement, the Lender
agreed to make advances to the Company from time to time at the request of the
Company.  The advances outstanding were not to exceed
$30,000.  The Company was required to repay the outstanding advances
in full on or before October 22, 2007.  The advances bear interest
commencing September 22, 2007 at a rate of 6% per annum.  The Lender
made advances of $25,000 and $5,000 on August 27, 2007 and September 5, 2007,
respectively.  The advances were used for working capital purposes and
to pay certain accrued liabilities and service providers.  On
September 19, 2007, these advances were repaid in full from the proceeds of the
Preferred Stock Purchase.  Keating Investments, LLC is the managing
member of the Investor.




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 years ended September 30, 2008 and 2007, the Company
recorded $12,000 and $0, respectively, of managerial and administrative expenses
associated with this agreement which are included as a component of general and
administrative expenses in the accompanying statements of
operations.





33





Catalyst
Lighting Group, Inc.


Notes
to Financial Statements


September
30, 2008


6.
            Income
      Taxes




The
following is a reconciliation between the federal income tax benefit computed at
the statutory federal income tax rate and actual income tax benefit (in
thousands):




Year EndedSeptember 30,2008
                          
                          
                          2007Federal
      income tax expense (benefit) at statutory rate
                          
                          $
                          (13
                          )
                          
                          $
                          295State
      income taxes, net of federal income tax effect
                          
                          
                          -
                          
                          
                          
                          -Valuation
      allowance
                          
                          
                          13
                          
                          
                          
                          (295
                          )Total
      income tax benefit
                          
                          $
                          -
                          
                          
                          $
                          -




At
September 30, 2008, the Company had a net operating loss carryforward for
federal and state income tax purposes of approximately $3.6 million available to
offset future taxable income through 2028.




A
valuation allowance of $1.2 million was established at September 30, 2008 to
offset the benefit from the net operating loss carryforward 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 carryforward 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 of the internal
revenue code.  Net operating losses prior to the change of control are
limited in post change periods under Section 382 to approximately $12,000 per
year.





34




Item
9. Changes in and Disagreements with Accountants on Financial
Disclosure





Not
Applicable.





Item
9a. Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures.





We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules, regulations and related forms, and that
such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.





Our
management is also responsible for establishing and maintaining adequate
internal control over financial reporting.  The Company’s internal control
over financial reporting is designed to provide reasonable assurance regarding
the reliability of 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:




o
            Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Company;


o
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of the Company’s management
      and directors; and


o
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.





As of
September 30, 2008, we carried out an evaluation, under the supervision and with
the participation of our principal executive officer and our principal financial
officer of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this report.





There
have been no changes in our internal control over financial reporting during the
quarter ended September 30, 2008 that have materially affected, or are
reasonably likely to materially affect, our 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, as such term is defined in Rule 13a-15(f)
of the Securities & Exchange Act of 1934 (“Exchange Act”). Under the
supervision and with the participation of our principal executive officer and
principal financial officer, we conducted an evaluation of the effectiveness of
our internal control over financial reporting based on the framework in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on our evaluation under the framework in
Internal Control—Integrated Framework, our management concluded that our
internal control over financial reporting was effective as of December 31,
2007.





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 SEC that permit the
Company to provide only management’s report in this annual report.




35





Change
in Internal Control over Financial Reporting





There
were no changes in the Company’s internal control over financial reporting that
occurred during the for the quarter of the year ended September 30, 2008 that
have materially affected, or that are reasonably likely to materially affect,
the Company’s internal control over financial reporting.





Item
9b. Other Information.





None.


36


PART
III





Item
10. Directors, Executive Officers and Corporate Governance.





(a)
Identification of Directors and Executive Officers





Our sole
officer and director and additional information concerning him is as
follows:





Name
            
            Age
            
            PositionKevin
      R. Keating
            
            68
            
            Chief
      Executive Officer, Chief Financial Officer, President, Secretary and
      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 6 of this Registration Statement, the Directors are not compensated for
serving as such. Officers serve at the discretion of the Board of
Directors.




Kevin R.
Keating has served as a director of the Company since its inception. Mr.
Keating was appointed Chief Executive Officer, Chief Financial Officer,
President, Secretary and Treasurer on August 23, 2007. Mr. Keating is
the Managing Member of Vero Management, LLC, which provides
managerial, administrative, and financial consulting services for micro-cap
public companies.




For more
than 40 years he had been engaged in various aspects of the
investment business.  Mr. Keating began his Wall Street career with
the First Boston Corporation in New York in 1965. From 1967
through 1974, he was employed by
several institutional research boutiques where he functioned as Vice
President Institutional Equity Sales. From 1974 until 1982, Mr. Keating was the
President and Chief Executive Officer of Douglas Stewart, Inc., a New York
Stock Exchange member firm. From 1982 through 2006, he was associated with a
variety of securities firms as a registered representative servicing the
investment needs of high net worth individual investors.




Additionally,
Mr. Keating currently serves as a director of Blue Holdings, Inc., a public
company.  Mr. Keating serves as sole officer and a director of Forex
365, Inc., a public shell company, which trades on the Pink Sheets under the
symbol “FRXT.” Also, he is the sole officer and director of Wentworth IV, Inc.,
Wentworth V, Inc., Wentworth VI, Inc., Wentworth VII, Inc., and Wentworth VIII,
Inc., all of which are publicly-reporting, non-trading, blank check, shell
companies.





Mr.
Keating serves as the sole officer and a director of Frezer, Inc., which is a
public shell company which trades on the Over-the-Counter Bulletin Board under
the symbol “FREZ”.




37




The prior
blank check company experience of Mr. Keating is set forth below:




Name
            
            Filing Date
              Registration
              Statement
            
            Operating Status
            
            SEC File
              Number
            
            Pending
              Business
              Combinations
            
            Additional
              InformationAeroGrow
      International, Inc. (formerly Wentworth I, Inc.)
            
            March
      7, 2006
            
            Wentworth
      I, Inc. was a Rule 419 Blank Check company and completed a merger with and
      into AeroGrow International Inc. on February 24, 2006.
            
            000-50888
            
            None.
            
            Kevin
      R. Keating served as officer, director and shareholder since inception.
      Upon the merger with AeroGrow International, Inc., Mr. Keating ceased to
      be an officer or director. Mr. Keating remains a
    shareholder.Wentworth
      II, Inc.
            
            June
      9, 2006
            
            Wentworth
      II, Inc. became a reporting company effective August 10, 2006 and
      completed a merger with Omnia Luo Group Limited on October 9,
      2007.
            
            000-52040
            
            None.
            
            Kevin
      R. Keating served as sole officer and director since inception. Mr.
      Keating ceased to be an officer or director on October 9, 2007. Mr.
      Keating remains a shareholder.Wentworth
      IV, Inc.
            
            August
      17, 2006
            
            Effective
      October 16, 2006.
            
            000-52189
            
            None.
            
            Kevin
      R. Keating has served as sole officer and director since
      inception.Wentworth
      V, Inc.
            
            August
      17, 2006
            
            Effective
      October 16, 2006.
            
            000-52190
            
            None.
            
            Kevin
      R. Keating has served as sole officer and director since
      inception.Wentworth
      VI, Inc.
            
            September
      20, 2007
            
            Effective
      November 19, 2007.
            
            000-52821
            
            None.
            
            Kevin
      R. Keating has served as sole officer and director since
      inception.Wentworth
      VII, Inc.
            
            September
      20, 2007
            
            Effective
      November 19, 2007.
            
            000-52820
            
            None.
            
            Kevin
      R. Keating has served as sole officer and director since
      inception.Wentworth
      VIII, Inc.
            
            September
      20, 2007
            
            Effective
      November 19, 2007.
            
            000-52819
            
            None.
            
            Kevin
      R. Keating has served as sole officer and director since
      inception.





(b) Significant
Employees




None.




(c)
Family Relationships





Timothy
J. Keating, who may be deemed a beneficial owner of shares of the Company’s
common stock by virtue of his relationship with KIG Investors and Keating
Investments, is the son of Kevin R. Keating, our Chief Executive Officer, Chief
Financial Officer, President, Secretary, Treasurer and sole
director.





(d)
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 any director, executive officer, promoter or control
person of the Company during the past five years.





38





(e)
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 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.





(f)
Code of Ethics





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




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


o
            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;


o
            Compliance
      with applicable governmental laws, rules and
  regulations;


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


o
            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.





(g)
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.




39


(h)
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 September 30, 2007. 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.





(i)
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 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
Kevin R. Keating.





(j)
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.





40





Item
11. Executive Compensation




(a)
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 fiscal years ended
September 30, 2007 and 2008, 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.




On
September 14, 2007, the Company issued Kevin R. Keating 86,653 shares of the
Company’s common stock, on a post-reverse split basis, valued at $8,665 for
consulting services provided by Mr. Keating. Mr. Keating will not receive any
further remuneration until the consummation of a business combination. However,
please see Item 7, Certain Relationships and Related Transactions, below for a
full discussion of a certain agreement between the Company and Vero Management,
L.L.C., a limited liability company for which Mr. Keating is the sole member and
manager. Mr. Keating intends to devote very limited time to our
affairs.




It is
possible that, after the Company successfully consummates a business combination
with an unaffiliated entity, that entity may desire to employ or retain Mr.
Keating for the purposes of providing services to the surviving entity. However,
the Company has adopted a policy whereby the offer of any post-transaction
employment or services to members of management will not be a consideration in
our decision whether to undertake any proposed transaction.




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.




As of
October 1, 2005, there were issued and outstanding options to purchase 9,828
shares of the Company’s common stock, on a post-reverse split basis, and there
were 140,172 options available for issuance under the 2003 Stock Option Plan.
During the fiscal year ended September 30, 2006, the options to purchase 9,828
shares of common stock under the 2003 Stock Option Plan were cancelled. On
September 14, 2007, following the closing of the Preferred Stock Purchase, the
2003 Stock Option Plan was terminated by the Company’s Board of Directors, and
there are no stock options outstanding as of the date of this
filing.




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.


41


(b)
Summary Compensation Table
  The
following table summarizes the total compensation paid to or earned by each of
the Company’s named executive officers who served as executive officers during
all or a portion of the fiscal years ended September 30, 2007 and
2008.
 
 (a)
                                      
                                      (b)
                                      
                                      (c)
                                      
                                      
                                      (d)
                                      
                                      
                                      (e)
                                      
                                      
                                      (f)
                                      
                                      
                                      (g)
                                      
                                      
                                      (h)
                                      
                                      
                                      (i)
                                      
                                      
                                      (j)Name and Principal
                                        Position
                                      
                                      Year
                                      
                                      Salary
                                        ($)
                                      
                                      
                                      Bonus
                                        ($)
                                      
                                      
                                      Stock
                                        Awards
                                        ($)
                                      
                                      
                                      Option
                                        Awards
                                        ($)
                                      
                                      
                                      Non-equity
                                        Incentive
                                        Plan
                                        Compensation
                                        ($)
                                      
                                      
                                      Non-qualified
                                        Deferred
                                        Compensation
                                        Earnings
                                        ($)
                                      
                                      
                                      All Other
                                        Compensation
                                        ($)
                                      
                                      
                                      Total
                                        Compensation
                                        ($)Dennis
      Depenbusch (former
                                      
                                      2008
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0CEO
      and CFO)(1)
                                      
                                      2007
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      2,000
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      2,000Kevin
      R. Keating (CEO,
                                      
                                      2008
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0Pres.,
      CFO, Tres. and
                                      
                                      2007
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      8,665
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      8,665Secry.)(1)
  (1)
              On
      September 14, 2007, the Company issued Dennis Depenbusch, its former CEO,
      20,000 shares of the Company’s common stock, on a post-reverse split
      basis, valued at $2,000 for consulting services provided by Mr. Depenbusch
      in connection with the
Reorganization.
  (2)
              On
      September 14, 2007, the Company issued Kevin R. Keating 86,654 shares of
      the Company’s common stock, on a post-reverse split basis, valued at
      $8,665 for consulting services provided by Mr.
  Keating.
  (c)
Employment and Other Agreements
  The
Company has no employment agreements or other agreements with any of its
executive officers or employees.
 
 (d)
 Compensation of Directors
 
 During
the fiscal years ended September 30, 2007 and 2008, Messrs. Depenbusch 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 December 26, 2008, 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 December 26, 2008, 4,331,131 shares of the
Company’s common stock were outstanding.
  42
  Name and Address
                  
                  Number of Shares
                    Beneficially Owned
                  
                  
                  Percent of SharesKevin
      R. Keating
                    190
      Lakeview Way
                    Vero
      Beach, Florida 32963
                  
                  
                  96,880
                  
                  
                  
                  2.2
                  %LaurLaLaurus
      MLaurus Master Fund, Ltd
                    335
      Madison Avenue, 10th Floor
                    New
      York, NY 10017
                  
                  
                  1,108,172
                  
                  
                  
                  25.6
                  %KIG
      Investors I, LLC (3)
                    c/o
      Timothy J. Keating, Manager
                    5251
      DTC Parkway, Suite 1000
                    Greenwood
      Village, Colorado 80111
                  
                  
                  2,562,015
                  
                  
                  
                  59.2
                  %Keating
      Investments, LLC (4)
                    c/o
      Timothy J. Keating, Manager
                    5251
      DTC Parkway, Suite 1000
                    Greenwood
      Village, Colorado 80111
                  
                  
                  2,596,979
                  
                  
                  
                  60.0
                  %Timothy
      J. Keating
                    5251
      DTC Parkway, Suite 1000
                    Greenwood
      Village, Colorado 80111
                  
                  
                  2,596,979
                  
                  
                  
                  60.0
                  %All
      Executive Officers and Directors as a group
                  
                  
                  96,880
                  
                  
                  
                  2.2
                  %
 
 (1)
              Kevin
      R. Keating has been a director of the Company since March 2001. He was
      appointed Chief Executive Officer, Chief Financial Officer, President,
      Secretary and Treasurer on August 23,
2007.
  (2)
              Represents
      shares of common stock held directly by KIG Investors I, LLC (“KIG
      Investors”). KIG Investors is managed by Keating Investments, LLC
      (“Keating Investments”) and Timothy J. Keating. Keating Investments has a
      68.75% equity interest in KIG
Investors.
 
 (3)
              Keating
      Investments has voting and investment control over the securities owned by
      KIG Investors, and therefore may be deemed a beneficial owner of the
      2,562,015 shares of common stock owned by KIG Investors. Keating
      Investments’ beneficial ownership includes 34,964 shares of common stock
      owned directly by Keating Investments. Keating Investments is managed by
      Timothy J. Keating.
 
 (4)
              Timothy
      J. Keating has voting and investment control over the securities
      beneficially owned by Keating Investments. Since Keating Investments may
      be deemed a beneficial owner of the shares of common stock held by KIG
      Investors, Timothy J. Keating may be deemed an indirect beneficial owner
      of the 2,562,015 shares of common stock held by KIG Investors. Timothy J.
      Keating has voting and investment control over the securities owned by
      Keating Investments, and therefore Timothy J. Keating may be deemed a
      beneficial owner of the 2,596,979 shares of common stock deemed
      beneficially owned by Keating
Investments.
  Item
13. Certain Relationships and Related Transactions and Director
Independence.
 
 On August
22, 2007, the Company entered into a revolving loan agreement with Keating
Investments, LLC (“Lender”). Pursuant to this agreement, the Lender agreed to
make advances to the Company from time to time at the request of the Company.
The advances outstanding were not to exceed $30,000. The Company was required to
repay the outstanding advances in full on or before October 22, 2007. The
advances bear interest commencing September 22, 2007 at a rate of 6% per annum.
The Lender made advances of $25,000 and $5,000 on August 27, 2007 and September
5, 2007, respectively. The advances were used for working capital purposes and
to pay certain accrued liabilities and service providers. On September 19, 2007,
these advances were repaid in full from the proceeds of the Preferred Stock
Purchase. Keating Investments, LLC is the managing member of KIG Investors. A
copy of the Loan Agreement is attached hereto as Exhibit 10.10.
  43
 
 On
September 14, 2007, the Company issued 86,654 shares of its common stock, on a
post-reverse split basis, to Kevin R. Keating, the sole officer and director of
the Company, for services rendered to the Company valued at $8,665.
 
 On
September 14, 2007, the Company issued 20,000 shares of its common stock, on a
post-reverse split basis, to Dennis Depenbusch, a former officer and director of
the Company, for consulting services rendered to the Company valued at
$2,000.
 
 During
the fiscal years ended September 30, 2006 and 2007, a former officer and
director of the Company made cost advances on behalf of the Company totaling
$5,015. These advances were repaid by the Company from the proceeds of the
Preferred Stock Purchase.
 
 Effective
October 1, 2007, the Company entered into a management agreement (“Management
Agreement”) with Vero Management, L.L.C., a Delaware limited liability company
(“Vero”) under which Vero had agreed to provide a broad range of managerial and
administrative services to the Company including, but not limited to, assistance
in the preparation and maintenance of the Company’s financial books and records,
the filing of various reports with the appropriate regulatory agencies as are
required by State and Federal rules and regulations, the administration of
matters relating to the Company’s shareholders including responding to various
information requests from shareholders as well as the preparation and
distribution to shareholders of relevant Company materials, and to provide
office space, corporate identity, telephone and fax services, mailing, postage
and courier 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.
Kevin R. Keating, the sole officer and director of the Company, is the sole
owner and manager of Vero. A copy of the Management Agreement is attached hereto
as Exhibit 10.12.
 
 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.
  44
  Item
14. Principal Accountant Fees and Services
 
 Comiskey
& Company, P.C. (“Comiskey & Company”) is the Company's independent
registered public accounting firm.
 
 (a)
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 on Form 10-QSB or
services that are normally provided in connection with statutory and regulatory
filings were $12,250 for the fiscal year ended September 30, 2008.
 
 (b)
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 fiscal year ended September 30,
2008.
 
 (c)
Tax Fees
 
 There
were $5,000 in fees billed by Comiskey & Company for professional services
for tax compliance, tax advice, and tax planning for the fiscal year ended
September 30, 2008.
 
 (d)
All Other Fees
 
 There
were no fees billed by Comiskey & Company for other products and services
for the fiscal year ended September 30, 2008.
 
 (e)
Audit Committee’s Pre-Approval Process
 
 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
 
 (a)
                The
      following documents are filed as part of this Annual Report on
      Form 10-K:
 
 (1)
                Financial
      Statement.
 The
following financial statements of Catalyst Lighting Group, Inc. are included in
Item 8:
 
 Report of
Independent Registered Public Accounting Firm
  Balance
Sheets as of September 30, 2008 and September 30, 2007
  Statements
of Operations for the Years Ended September 30, 2008 and 2007
  Statement
of Changes in Stockholders’ Equity (Deficit) for the Years Ended September 30,
2008 and 2007
  Statements
of Cash Flows for the Years Ended September 30, 2008 and 2007
  Notes to
Financial Statements
  45
 
 (2)
                Financial
      Statement Schedules.
  All
schedules are omitted because they are not applicable or the required
information is shown in the consolidated financial statements or notes
thereto.
  (3)
                Exhibits:
  ExhibitNumber
              
              Description2.1
              
              Certificate
      of Ownership and Merger, as filed with the Delaware Secretary of State on
      September 23, 20033.1
              
              Certificate
      of Incorporation, as filed with the Delaware Secretary of State on March
      7, 20013.2
              
              Certificate
      of Designation of Series A Convertible Preferred Stock, as filed with the
      Delaware Secretary of State on August 27, 20073.3
              
              Certificate
      of Amendment of Certificate of Incorporation, as filed with the Delaware
      Secretary of State on September, 19, 20073.4
              
              By-Laws,
      as amended10.1
              
              Common
      Stock Purchase Warrant Issued to John Sanderson dated May 26,
      200410.2
              
              Common
      Stock Purchase Warrant Issued to Wilkinson Family Trust dated December 10,
      200410.3
              
              Securities
      Purchase Agreement between KIG Investors I, LLC and the Company dated
      August 22, 200710.4
              
              Registration
      Rights Agreement between KIG Investors I, LLC and the Company dated
      September 12, 200710.5
              
              Settlement
      and Release Agreement between Feldman Weinstein & Smith, LLP and the
      Company dated August 21, 200710.6
              
              Settlement
      and Release Agreement between Halliburton Investor Relations and the
      Company dated August 13, 200710.7
              
              Form
      of Registration Rights Agreement between certain Other Stockholders and
      the Company dated September 14, 200710.8
              
              Settlement
      and Release Agreement between Laurus Master Fund, Ltd. and the Company
      dated August 22, 200710.9
              
              Registration
      Rights Agreement between Laurus Master Fund, Ltd. and the Company dated
      September 14, 200710.10
              
              Revolving
      Loan Agreement between Keating Investments, LLC and the Company dated
      August 22, 200710.11
              
              Consulting
      Agreement between Garisch Financial, Inc. and the Company dated September
      13, 200710.12
              
              Agreement
      between the Company and Vero Management, LLC, dated as of October 1,
      200716
              
              Change
      of Registered Accountant Letter dated October 18, 200716.1
              
              Former
      Registered Accountant Letter dated January 10,
  2008
  All
exhibits, except 16.1, are contained in the Company’s Form 10-SB filed with the
SEC on December 7, 2007.  Exhibit 16.1 is contained in the Company’s
Amended Form 10-SB filed with the SEC on January 24, 2008.
  46
  SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
  Date:
      December 26, 2008
              Catalyst
      Lighting Group, Inc.By:
              /s/
      Kevin R. KeatingKevin
      R. KeatingChief
      Executive Officer
  47