SecProbe.io

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MAIL STOP 03-08

	March 14, 2005

Dennis H. Depenbusch
Chief Executive Officer
Catalyst Lighting Group
7700 Wyatt Drive
Fort Worth, Texas 76108

	RE:	Catalyst Lighting Group, Inc.
		Amendment No. 2 to Registration Statement on Form SB-2
		Filed February 28, 2005
		File No. 333-118255

			Form 10-QSB for quarter ended December 31, 2004
		File No. 000-50385

Dear Mr. Depenbusch:

      We reviewed your amendment and response to our comments.
Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.

Form SB-2/A

General
1. We note that you restated your September 30, 2004 financials to
reclassify a portion of your debt from long term to current.
Please
revise your Form SB-2 to reflect this change.  Also, please update
your disclosure to discuss this reclassification and revise your
Management Discussion and Analysis section to discuss the impact
and
effect it will have on you.

2. We reissue prior comment 1.  The warrants represent a potential
source of liquidity, and they also relate to the shares being
offered
in this registration statement.  You may add disclosure as
appropriate to avoid confusion regarding the likelihood of current
exercisability of the warrants.  Also, as part of your Item 504
disclosure, please clearly  indicate that you will receive no
proceeds from the sales of common shares by the selling
shareholders,
but you will receive proceeds up to $___ in connection with the
exercise of warrants relating to shares offered by the prospectus.

Cover Page
3. We note your response to comment 2 and reissue the comment.
Please include the revised disclosure on the cover page of the
prospectus.

Management`s Discussion and Analysis and Plan of Operation
4. We note your response to comment 3.  Please further expand this
section to discuss any limitations on the use of funds and
describe
how the existence of the notes will impact your ability to obtain
financing in the future.
5. We note your disclosure on page 30 that indicates that you
anticipate entering into a modification of the terms of the AR
Notes
that will permit Laurus to convert all amounts outstanding under
the
AR Notes into shares of common stock as of the date of
effectiveness
of the registration statement.  Please tell us when you anticipate
doing so and confirm that you will file appropriate exhibits and
modify the terms of the notes before requesting effectiveness on
the
registration statement.

Form 10-QSB for quarter ended December 31, 2004
6. Your Form 10-QSB for the fiscal quarter ended December 31, 2004
should reflect applicable revisions made in response to our
comments
on the Form SB-2.  For instance, the Management`s Discussion and
Analysis section should reflect the liquidity disclosure regarding
the Laurus securities.  Please revise.

Item 3.  Controls and Procedures
7. Item 307 of Regulation S-B requires that your certifying
officers
disclose their conclusions regarding the effectiveness, not
adequacy,
of your disclosure controls and procedures.  Please revise
accordingly.

8. Item 308(c) of Regulation S-B requires that you disclose any
change in the small business issuer`s "internal control over
financial reporting" identified in connection with the evaluation
required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15
that
occurred during the fiscal quarter that has "materially affected,
or
is reasonably likely to materially affect, the small business
issuer`s internal control over financial reporting."  Revise your
disclosure accordingly.

Exhibits 31.1 and 31.2
9. Please revise the first sentence of your certifications to
eliminate the "principal executive officer" and "principal
financial
officer" titles.

****

	As appropriate, please amend your registration statement in
response to these comments.  File amendments to the Exchange Act
reports within the earlier of ten business days or any requested
effective date of the registration statement.  You may wish to
provide us with marked copies of the amendment to expedite our
review.  Please furnish a letter with your amendment that keys
your
responses to our comments and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	Please contact Howard M. Baik, Staff Attorney, at (202) 942-
1963
or David Mittelman, Legal Branch Chief, at (202) 942-1921 with any
questions you may have.

      Sincerely,

				H. Christopher Owings
				Assistant Director

cc: 	David Feldman, Esq.
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Catalyst Lighting Group
March 14, 2005
Page 3

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