UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: December 31, 2008
Commission File Number: 000-50385
Catalyst Lighting Group, Inc.
-----------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 84-1588927
-------------------------------- -------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
190 Lakeview Way
Vero Beach, FL 32963
---------------------------------------------------
(Address of Principal Executive Offices and Zip Code)
(772) 231-7544
--------------------------------------------------
(Registrant's Telephone Number, including Area Code)
N/A
-----------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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 whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ X ]
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ] .
As of January 19, 2009, there were 4,331,131 shares of common stock, par value
$0.0001 per share, outstanding.
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION:
Item 1. Financial Statements: 1
Balance Sheets as of December 31, 2008
(unaudited) and September 30, 2008 2
Statements of Operations for the
Three Months Ended December 31, 2008
and 2007 (unaudited) 3
Statements of Changes in Stockholders' Equity
(Deficit) for the Three Months Ended
December 31, 2008 (unaudited) and the Year
Ended September 30, 2008 4
Statements of Cash Flows for the Three Months
Ended December 31, 2008 and 2007 (unaudited) 5
Notes to Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk 19
Item 4T. Controls and Procedures 19
PART II - OTHER INFORMATION:
Item 1. Legal Proceedings 20
Item 1A. Risk Factors 20
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5. Other Information 20
Item 6. Exhibits 21
Signatures 22
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements.
Statements made in this Form 10-Q (the "Quarterly Report") 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 "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. (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.
1
Catalyst Lighting Group, Inc.
Balance Sheets
December 31, September 30,
2008 2008
(Unaudited)
------------- ------------
Assets
Current assets
Cash and cash equivalents $ 32,873 $ 35,295
----------- -----------
Total current assets 32,873 35,295
----------- -----------
Total assets $ 32,873 $ 35,295
=========== ===========
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable $ 4,126 $ --
Accrued expenses 9,300 6,250
----------- -----------
Total current liabilities 13,426 6,250
----------- -----------
Stockholders' equity
Preferred stock, $0.0001 par value; 10,000,000 shares
authorized; no shares issued and outstanding -- --
Common stock, $0.0001 par value; 200,000,000 shares
authorized; 4,331,131 shares issued and outstanding 433 433
Additional paid-in capital 4,150,986 4,150,986
(Deficit) accumulated (4,131,972) (4,122,374)
----------- -----------
Total stockholders' equity 19,447 29,045
----------- -----------
Total liabilities and stockholders' equity $ 32,873 $ 35,295
=========== ===========
The accompanying notes are an integral part of these financial statements.
2
Catalyst Lighting Group, Inc.
Statements of Operations
Three Months Ended
December 31,
2008 2007
(Unaudited) (Unaudited)
----------- -----------
Revenue $ -- $ --
Operating expenses
General and administrative 9,598 14,467
----------- -----------
Total operating expenses 9,598 14,467
----------- -----------
Loss from operations (9,598) (14,467)
Other income (expense)
Interest expense -- --
----------- -----------
Net (loss) $ (9,598) $ (14,467)
=========== ===========
Net (loss) per share - basic and diluted NIL* NIL*
=========== ===========
Weighted average number of shares of outstanding -
basic and diluted 4,331,131 4,331,131
=========== ===========
* Less than $.01 per share
The accompanying notes are an integral part of these financial statements.
3
Catalyst Lighting Group, Inc.
Statements of Changes in Stockholders' Equity (Deficit)
For the Three Months Ended December 31, 2008 (unaudited)
and the Year Ended September 30, 2008
Total
Preferred Stock Common Stock Additional Stockholders'
------------------------ -------------------------- Paid-In Deficit Equity
Shares Amount Shares Amount Capital Accumulated (Deficit)
----------- ---------- ------------ ----------- ------------ ------------ ------------
Balances at September 30, 2007 -- $ -- 4,331,131 $ 433 $ 4,150,986 $(4,083,086) $ 68,333
Net income (loss) -- -- -- -- -- (39,288) (39,288)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balances at September 30, 2008 -- $ -- 4,331,131 $ 433 $ 4,150,986 $(4,122,374) $ 29,045
Net income (loss) -- -- -- -- -- (9,598) (9,598)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balances at December 31, 2008 -- $ -- 4,331,131 $ 433 $ 4,150,986 $(4,131,972) $ 19,447
=========== =========== =========== =========== =========== =========== ===========
*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 share effective September 25, 2007.
The accompanying notes are an integral part of these financial statements.
4
Catalyst Lighting Group, Inc.
Statements of Cash Flows
Three Months Ended
December 31,
2008 2007
(Unaudited) (Unaudited)
--------- ---------
Cash Flows From Operating Activities
Net (loss) $ (9,598) $(14,467)
Changes in operating assets and liabilities:
Accounts payable 4,126 --
Accrued expenses 3,050 (5,113)
-------- --------
Net cash (used in) operating activities (2,422) (19,580)
-------- --------
Net increase (decrease) in cash (2,422) (19,580)
Cash and cash equivalents, beginning of period 35,295 76,696
-------- --------
Cash and cash equivalents, end of period $ 32,873 $ 57,116
======== ========
Supplemental Disclosure of Cash Flow Information
Cash paid for interest $ -- $ --
The accompanying notes are ain integral part of these financial statements.
5
Catalyst Lighting Group, Inc.
Notes to Condensed Financial Statements
December 31, 2008
1. Basis of Presentation and Organization
The accompanying unaudited condensed financial statements of Catalyst
Lighting Group, Inc. (the "Company") are presented in accordance with the
requirements for Form 10-Q and Regulation S-X. Accordingly, they do not
include all of the disclosures required by generally accepted accounting
principles. In the opinion of management, all adjustments (all of which
were of a normal recurring nature) considered necessary to fairly present
the financial position, results of operations, and cash flows of the
Company on a consistent basis, have been made.
These results have been determined on the basis of generally accepted
accounting principles and practices applied consistently with those used
in the preparation of the Company's financial statements. Operating
results for the three months ended December 31, 2008 are not necessarily
indicative of the results that may be expected for the year ending
September 30, 2009.
The Company recommends that the accompanying condensed financial
statements for the interim period be read in conjunction with the
Company's financial statements for the year ended September 30, 2008 and
2007 included in the Company's Annual Report on Form 10-K as filed on or
about December 29, 2008.
Organization and Business
The Company was incorporated in the State of Delaware on March 7, 2001.
On August 27, 2003, the Company completed the reverse acquisition of
Whitco Company, L.P. ("Whitco"). Whitco was a wholly owned subsidiary of
the Company and was engaged in the manufacture and sale of area lighting
poles to distributors throughout the United States of America.
On March 15, 2006, Whitco voluntarily filed for protection under Chapter
11 of the U.S. bankruptcy laws. On April 25, 2006, the bankruptcy court
approved a sale of Whitco's assets (other than cash and accounts
receivable) used in its area lighting pole business. The assets were
sold free and clear of any liens and encumbrances to a third party
purchaser pursuant to Section 363 of the U.S Bankruptcy Code. The
purchaser issued a common stock purchase warrant to acquire shares of
the purchaser's common stock as consideration for the assets purchased
("Purchase Warrant").
On May 16, 2006, Whitco filed a motion to convert its bankruptcy case to
a Chapter 7 liquidation proceeding. This motion was granted by the
bankruptcy court on July 13, 2006. In connection with the liquidation,
the Purchase Warrant and Whitco's cash and accounts receivable were
assigned and distributed to Whitco's secured creditor (the "Entity"). As
part of the Chapter 7 bankruptcy proceedings, no assets were available
for distribution to unsecured creditors and, accordingly, these
unsatisfied obligations were relieved as part of the liquidation in
accordance with the provisions of Chapter 7 of U.S. bankruptcy laws.
6
Catalyst Lighting Group, Inc.
Notes to Financial Statements (unaudited)
December 31, 2008
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.
Going Concern
Since inception, the Company and its former subsidiary have a cumulative
net loss of $4,131,972. 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
7
Catalyst Lighting Group, Inc.
Notes to Financial Statements (unaudited)
December 31, 2008
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. Based upon an evaluation of federal and state
income tax returns filed in its major tax jurisdictions, the Company
concludes that there are no significant uncertain tax positions which
require recognition in the financial statements.
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 include accounts payable and 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,
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 three months ended
December 31, 2008, the Company's comprehensive loss was the same as its
net loss.
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.
8
Catalyst Lighting Group, Inc.
Notes to Financial Statements (unaudited)
December 31, 2008
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, did not have, and
is 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.
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
9
Catalyst Lighting Group, Inc.
Notes to Financial Statements (unaudited)
December 31, 2008
post-split basis, upon cancellation of the preferred stock. As of
December 31, 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
Entity 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 the Entity, 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.
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.
10
Catalyst Lighting Group, Inc.
Notes to Financial Statements (unaudited)
December 31, 2008
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.
11
Catalyst Lighting Group, Inc.
Notes to Financial Statements (unaudited)
December 31, 2008
As of December 31, 2008, 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 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 December 31, 2008, the Company had issued and outstanding warrants,
on a post-split basis, as follows:
Warrants Exercise
Warrant Holder Outstanding Price Expiry Date
-------------------------- ------------- ------- ----------
Wilkinson Family Trust (an 3,334 $ 30.00 12/10/2009
investor)
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
12
Catalyst Lighting Group, Inc.
Notes to Financial Statements (unaudited)
December 31, 2008
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.
On October 1, 2007, the Company and Vero entered into an agreement
whereby Vero will provide to the Company a broad range of managerial and
administrative services for a fixed fee of $1,000 per month, for an
initial period of twelve months. At the end of the initial twelve month
term, the agreement will continue to remain in effect until terminated
in writing by either party. For the three months ended December 31,
2008, the Company recorded $3,000 of managerial and administrative
expenses associated with this agreement which are included as a
component of general and administrative expenses in the accompanying
condensed statements of operations.
6. Subsequent Events
On January 9, 2009, the shares of the Company's common stock held by the
Investor were distributed to the Investor's members (including Keating
Investments, LLC) pro rata based on their respective ownership interests
in the Investor as a as part of the liquidation and dissolution of the
Investor.
13
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Forward-Looking Statement Notice
Certain statements made in this Quarterly Report on Form 10-Q are
"forward-looking statements" (within the meaning of the Private Securities
Litigation Reform Act of 1995) in regard to the plans and objectives of
management for future operations. Such statements involve known and unknown
risks, uncertainties and other factors that may cause actual results,
performance or achievements of Catalyst Lighting Group, Inc. ("we", "us", "our"
or the "Company") to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. The forward-looking statements included herein are based on current
expectations that involve numerous risks and uncertainties. The Company's plans
and objectives are based, in part, on assumptions involving the continued
expansion of business. Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Quarterly Report will prove to be accurate. In light
of the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
Reorganization and Change of Control
The Company completed its reorganization in September 2007
("Reorganization") and settled all of its outstanding liabilities with creditors
outside the jurisdiction of the bankruptcy courts. As part of the
Reorganization, on August 22, 2007, the Company entered into a stock purchase
agreement with KIG Investors I, LLC ("KIG Investors") 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"). 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 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.
As part of the Reorganization, 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 being recorded in the
quarter ended September 30, 2007.
As part of the Reorganization, the Company also entered into settlement
agreements with certain service providers 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
14
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 in
the quarter ended September 30, 2007.
As part of the Reorganization, the Company also entered into a
settlement 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
settlement agreement, the Company issued 1,083,172 shares of common stock, on a
post-split basis, to Laurus 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 quarter ended September 30, 2007.
On January 9, 2009, the shares of the Company's common stock held by
KIG Investors were distributed to KIG Investors' members, including Keating
Investments, LLC, pro rata based on their respective ownership interests in KIG
Investors as a as part of the liquidation and dissolution of KIG Investors.
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;
15
(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.
On June 23, 2008, the Company 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"). On August 18,
2008, the Company terminated the Letter of Intent since the parties had not
executed definitive and final agreements by July 31, 2008.
The Company's principal place of business is located at 190 Lakeview
Way, Vero Beach, FL 32963. Our telephone number is (772) 231-7544.
Plan of Operations
The Company's current business strategy and plan of operation 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 does not currently engage in any business activities
that provide cash flow. The costs of investigating and analyzing business
combinations for the next 12 months and beyond such time will be paid with money
in the Company's treasury or with additional amounts, as necessary, to be loaned
to or invested in the Company by its stockholders, management or other
investors.
During the next 12 months the Company anticipates incurring costs
related to the filing of Exchange Act reports, and consummating a business
combination. The Company believes it will be able to meet these costs through
use of funds in its treasury and additional amounts to be loaned by or invested
in the Company by its stockholders, management or other investors. Currently,
however, the Company's ability to continue as a going concern is dependent upon
its ability to generate future profitable operations and/or to obtain the
necessary financing to meet its obligations and repay its liabilities arising
from normal business operations when they come due. The Company's ability to
continue as a going concern is also dependent on its ability to find a suitable
target operating company and enter into a possible business combination with
16
such operating company. Management's plan includes obtaining additional funds by
equity financing prior to or in connection with a business combination and/or
related party advances; however, there is no assurance of additional funding
being available.
The Company may consider an operating business which has recently
commenced operations, is a developing company in need of additional funds for
expansion into new products or markets, is seeking to develop a new product or
service, or is an established business which may be experiencing financial or
operating difficulties and is in need of additional capital. In the alternative,
a business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital, but which desires to
establish a public trading market for its shares, while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.
Any target business that is selected may be a financially unstable
company or an entity in its early stages of development or growth, including
entities without established records of sales or earnings. In that event, the
Company will be subject to numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. In addition, the Company may effect a business combination with an
entity in an industry characterized by a high level of risk, and, although the
Company's management will endeavor to evaluate the risks inherent in a
particular target business, there can be no assurance that the Company will
properly ascertain or assess all significant risks.
The Company's management anticipates that it will likely be able to
effect only one business combination, due primarily to its limited financing and
the dilution of interest for present and prospective stockholders, which is
likely to occur as a result of the Company's plan to offer a controlling
interest to a target business in order to achieve a tax-free reorganization.
This lack of diversification should be considered a substantial risk in
investing in the Company, because it will not permit us to offset potential
losses from one venture against gains from another.
The Company anticipates that the selection of a business combination
will be complex and extremely risky. Because of general economic conditions,
rapid technological advances being made in some industries and shortages of
available capital, the Company's management believes that there are numerous
firms seeking even the limited additional capital which we will have and/or the
perceived benefits of becoming a publicly traded corporation. Such perceived
benefits of becoming a publicly traded corporation include, among other things,
facilitating or improving the terms on which additional equity financing may be
obtained, providing liquidity for the principals of and investors in a business,
creating a means for providing incentive stock options or similar benefits to
key employees, and offering greater flexibility in structuring acquisitions,
joint ventures and the like through the issuance of stock. Potentially available
business combinations 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.
We do not currently intend to retain any entity to act as a "finder" or
a consultant to identify and/or analyze the merits of potential target
businesses. However, the Company may elect to do so in the future.
Results of Operation
For the three months ended December 31, 2007 and 2008, the Company had
no revenues from continuing operations. It is unlikely the Company will have any
revenues unless it is able to effect an acquisition or merger with an operating
company, of which there can be no assurance. It is management's assertion that
these circumstances may hinder the Company's ability to continue as a going
concern.
17
For the three months ended December 31, 2008, the Company had a net
loss of $9,598, as compared with a net loss of $14,467 for the corresponding
period in 2007. For the three months ending December 31, 2008, the Company
incurred $9,598 of operating expenses, comprised of (a) audit fees of $4,500
incurred in relation to the filing of the Company's Annual Report on Form 10-K
for the year ended September 30, 2008, (b) management fees of $3,000 incurred in
relation to a broad range of managerial and administrative services provided by
Vero Management, LLC ("Vero"), (c) transfer agent fees of $1,222, and (d) Edgar
filing fees of $876. For the three months ending December 31, 2007, the Company
incurred $14,467 of operating expenses, comprised of (a) audit fees of $9,250
incurred in relation to the filing of the Company's Annual Report on Form 10-K
for the year ended September 30, 2007, (b) management fees of $3,000 incurred in
relation to a broad range of managerial and administrative services provided by
Vero Management, LLC ("Vero"), (c) transfer agent fees of $1,900, and (d)
miscellaneous expenses of $317.
Liquidity and Capital Resources
As of December 31, 2008, the Company had assets equal to $32,873,
comprised exclusively of cash. The Company's current liabilities as of December
31, 2008 included: (a) $4,126 of accounts payable to vendors, and (b) $9,300 of
accrued expenses, consisting of $9,000 in management fees owed to Vero.
The following is a summary of the Company's cash flows provided by
(used in) operating, investing, and financing activities for the three months
ended December 31, 2008 and 2007:
Three months ended December 31,
2008 2007
---- ----
Operating activities $ (2,422) $ (19,580)
Investing activities -- --
Financing activities -- --
--------- ---------
Net effect on cash $ (2,422) $ (19,580)
========= =========
The Company currently has nominal assets, no active business operations
and no sources of revenues. The Company is dependent upon the receipt of capital
investment or other financing to fund its ongoing operations and to execute its
business plan of seeking a combination with a private operating company. In
addition, the Company is dependent upon certain related parties to provide
continued funding and capital resources. If continued funding and capital
resources are unavailable at reasonable terms, the Company may not be able to
implement its plan of operations. Our financial statements indicate that without
additional capital, there is substantial doubt as to our ability to continue as
a going concern.
Going Concern
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, and our unaudited financial statements for the quarter ended
December 31, 2008 include a "going concern" footnote.
18
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 Accounting
Policies" to the Financial Statements contained in this Quarterly Report certain
critical accounting policies that affect the more significant judgments and
estimates used in the preparation of the financial statements.
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.
Contractual Obligations
As a "smaller reporting company" as defined by Item 10 of Regulation
S-K, the Company is not required to provide this information.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a "smaller reporting company" as defined by Item 10 of Regulation
S-K, the Company is not required to provide information required by this Item.
Item 4T. 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.
As of December 31, 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.
19
Changes in Internal Controls
There have been no changes in our internal controls over financial
reporting during the quarter ended December 31, 2008 that have materially
affected or are reasonably likely to materially affect our internal controls.
PART II -- OTHER INFORMATION
----------------------------
Item 1. Legal Proceedings.
To the best knowledge of our sole officer and director, the Company is
not a party to any legal proceeding or litigation.
Item 1A. Risk Factors.
As a "smaller reporting company" as defined by Item 10 of Regulation
S-K, the Company is not required to provide information required by this Item.
See the Company's Annual Report on Form 10-K filed with the Securities and
Exchange Commission on December 29, 2008 which identifies and discloses certain
risks and uncertainties including, without limitation, those "Risk Factors"
included in Item 1A of the Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
20
Item 6. Exhibits.
(a) Exhibits required by Item 601 of Regulation S-K.
Exhibit
Number Description
--------------- -----------------------------------------------------------------------------------------------
2.1* Certificate of Ownership and Merger, as filed with the Delaware Secretary of State on September
23, 2003
3.1* Certificate of Incorporation, as filed with the Delaware Secretary of State on March 7, 2001
3.2* Certificate of Designation of Series A Convertible Preferred Stock, as filed with the Delaware
Secretary of State on August 27, 2007
3.3* Certificate of Amendment of Certificate of Incorporation, as filed with the Delaware Secretary of
State on September, 19, 2007
3.4* By-Laws, as amended
10.1* Common Stock Purchase Warrant Issued to John Sanderson dated May 26, 2004
10.2* Common Stock Purchase Warrant Issued to Wilkinson Family Trust dated December 10, 2004
10.3* Securities Purchase Agreement between KIG Investors I, LLC and the Company dated August 22, 2007
10.4* Registration Rights Agreement between KIG Investors I, LLC and the Company dated September 12,
2007
10.5* Settlement and Release Agreement between Feldman Weinstein & Smith, LLP and the Company dated
August 21, 2007
10.6* Settlement and Release Agreement between Halliburton Investor Relations and the Company dated
August 13, 2007
10.7* Form of Registration Rights Agreement between certain Other Stockholders and the Company dated
September 14, 2007
10.8* Settlement and Release Agreement between Laurus Master Fund, Ltd. and the Company dated August
22, 2007
10.9* Registration Rights Agreement between Laurus Master Fund, Ltd. and the Company dated September
14, 2007
10.10* Revolving Loan Agreement between Keating Investments, LLC and the Company dated August 22, 2007
10.11* Consulting Agreement between Garisch Financial, Inc. and the Company dated September 13, 2007
10.12* Agreement between the Company and Vero Management, LLC, dated as of October 1, 2007
21
31.1** Certification of the Company's Principal Executive Officer and Principal Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's
Quarterly Report on Form 10-Q for the quarter ended December 31, 2008.
32.1** Certification of the Company's Principal Executive Officer and Principal Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
* Contained in the Company's Form 10-SB filed with the SEC on December 7, 2007.
** Contained in this Quarterly Report.
Signatures
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 thereunto duly authorized.
Dated: January 30, 2009 Catalyst Lighting Group, Inc.
By: /s/ Kevin R. Keating
----------------------------------
Kevin R. Keating
President, Secretary and Director