UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
February 14, 2005
Date of Report
(Date of earliest event reported)
Commission file number 333-75044
CATALYST LIGHTING GROUP, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 84-1588927
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
7700 Wyatt Drive
Forth Worth, TX 76108
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(Address of principal (Zip Code)
executive offices)
Issuer's telephone number, including area code: (817) 738-8181
ITEM 4.02(b) Non-Reliance on Previously Issued Financial Statements
Catalyst Lighting Group, Inc. ("Catalyst" or the "Company") was advised
on February 11, 2005 by Hein & Associates, its independent registered public
accounting firm, that the Company's financial statements contained in its Form
10-KSB filed on December 16, 2004 for the period ended September 30, 2004 (the
"Form 10KSB") must be restated to reclassify certain of the Company's debt from
long term to current. The nature and purpose of the restatement of the financial
statements contained in the Form 10KSB (the "10K Financials") concerns the
concept of subjective acceleration as it relates to a portion of the Company's
financial arrangements with Laurus Master Fund, Ltd. ("Laurus").
The specific change reclassifies certain debt associated with Laurus to
Current Liabilities from Long Term Debt in accordance with the accounting
pronouncements guiding the change. Although $2,570,457 of debt was reclassified,
this adjustment did not affect Total Assets, Total Liabilities or Stockholders
Equity on the Balance Sheet, nor create any change on the Consolidated Statement
of Operations.
As indicated in the Form 10KSB and in Forms 8-K filed October 5, 2004
and December 3, 2004, on September 30, 2004, the Company authorized the sale to
Laurus of (1) a Secured Convertible Term Note in the principal amount of two
million dollars ($2,000,000), which is convertible into the shares of the
Company's common stock at an initial fixed conversion price of $1.50 per share
(the "Term Note") and (2) a Secured Revolving Note (the "Revolving Note") and a
Secured Convertible Minimum Borrowing Note (together with the Revolving Note,
the "AR Notes") in the aggregate principal amount of up to three million dollars
($3,000,000), which are convertible into shares of the Company's common stock at
an initial fixed conversion price of $1.50 per share.
Money advanced to the Company pursuant to the AR Notes works as
follows. Once Catalyst is entitled to payment from the sale of goods, it submits
a copy of such receivable to Laurus, and, if such receivable falls within
Laurus' definition of an "eligible" accounts receivable (an "Eligible AR"),
Laurus will advance Catalyst up to 90% of the net face amount of the Eligible
AR. The account debtor is notified to make payment to a lockbox controlled, and
periodically swept, by Laurus. Once payment is received into this lockbox
pursuant to an Eligible AR, such proceeds are used to repay sums advanced
against, and interest earned on, such Eligible AR. The remainder of the payment
from such account debtor is, in Laurus' discretion, either remitted to Catalyst
or credited against other costs, fees and expenses then outstanding under the AR
Notes.
In accordance with generally accepted accounting principles, such an
arrangement requires classification as current debt instead of the long term
debt classification as it was originally recorded in the 10K Financials.
Accordingly, the Company intends to restate the 10K Financials as set forth
above by submitting an amended Form 10-KSB for Catalyst Lighting Group, Inc. for
the fiscal year ended September 30, 2004.
The Company's audit committee and board of directors have discussed
with the independent registered public accounting firm the matters disclosed in
the filing pursuant to this Item 4.02(b).
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SIGNATURES
FORM 8-K
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CATALYST LIGHTING GROUP, INC.
/s/ Dennis H. Depenbusch
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Dennis H. Depenbusch
Chairman and CEO
Date: February 14, 2005
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