SEC Comment Letter for CATALYST LIGHTING GROUP INC (PHOT) (CIK 0001161582) — May 9, 2005
CATALYST LIGHTING GROUP INC (PHOT) (CIK 0001161582)
Date: May 9, 2005 · CIK: 0001161582 · Accession: 0000000000-05-022689
AI Filing Summary & Sentiment
File numbers found in text: 000-50385, 333-121179
Letter
MAIL STOP 03-08 February 14, 2005 Dennis H. Depenbusch Chief Executive Officer Catalyst Lighting Group 7700 Wyatt Drive Fort Worth, Texas 76108 Form 8-K filed October 5, 2004 File No. 000-50385
RE: Catalyst Lighting Group, Inc. Amendment No. 1 to Registration Statement on Form SB-2 Filed February 1, 2005 File No. 333-121179
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
General 1. We note your response to prior comments 2 and 3. It appears that you will receive proceeds from the exercise of warrants in connection with the offering of common stock reflected in footnote (3) to the fee table. Please revise throughout the prospectus to clarify that you will receive proceeds from the exercise of those warrants and specify the amount. Please also provide Item 504 disclosure.
Cover Page 2. We note your response to prior comment 10. Please also name here the broker-dealer selling stockholders and specify that they are underwriters.
Management`s Discussion and Analysis and Plan of Operation 3. We reissue prior comment 7. Please revise to more clearly and concisely discuss the impact of the Laurus transactions on your financial condition and liquidity. As part of your revisions, please focus on discussing and analyzing how management believes the notes and warrants affect you. As one example, discuss any limitations on the use of funds. As another example, discuss the amounts currently outstanding on your notes and describe how the existence of these notes will impact your ability to obtain financing in the future. For general guidance on disclosure in Management`s Discussion and Analysis, please see Securities Act Release No. 33-8350 (December 19, 2003). 4. In addition, as part of your revisions, please do not merely recite the terms of the notes and warrants. Where you do cite specific terms, however, please use clear, understandable language and avoid run-on sentences and embedded lists. Also, please clarify the provisions in your notes and warrants that currently are applicable. For example:
* On page 26 we note the part (a) conversion limitation related to the advance of money pursuant to the various notes. Please specify the amount of money currently advanced on the notes. Also, specify whether the amount includes the $600,000 advance mentioned in the last paragraph on page 25.
* We also note the part (b) conversion limitation related to the registration or exemption of the shares of common stock underlying the notes. Given that you no longer are registering the shares underlying the Term Note, it appears that Laurus may not convert any shares under any note. Please revise to so clarify and generally discuss how this will affect you.
* Similarly, because you no longer are registering the Term Note shares, it appears that the 2% downward interest adjustment is inapplicable. Only the 1% downward interest adjustment may apply. Please revise to so clarify and generally discuss how this will affect you. Please also specify the currently applicable interest rate.
* Also, is the interest due under any note payable in shares rather than cash? If so, how does this affect you?
****
As appropriate, please amend your registration statement in response to these comments. 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- or David Mittelman, Legal Branch Chief, at (202) 942-1921 with any questions you may have.
Sincerely,
H. Christopher Owings
Assistant Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
MAIL STOP 03-08
February 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. 1 to Registration Statement on Form SB-2
Filed February 1, 2005
File No. 333-121179
Form 8-K filed October 5, 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
General
1. We note your response to prior comments 2 and 3. It appears
that
you will receive proceeds from the exercise of warrants in
connection
with the offering of common stock reflected in footnote (3) to the
fee table. Please revise throughout the prospectus to clarify
that
you will receive proceeds from the exercise of those warrants and
specify the amount. Please also provide Item 504 disclosure.
Cover Page
2. We note your response to prior comment 10. Please also name
here
the broker-dealer selling stockholders and specify that they are
underwriters.
Management`s Discussion and Analysis and Plan of Operation
3. We reissue prior comment 7. Please revise to more clearly and
concisely discuss the impact of the Laurus transactions on your
financial condition and liquidity. As part of your revisions,
please
focus on discussing and analyzing how management believes the
notes
and warrants affect you. As one example, discuss any limitations
on
the use of funds. As another example, discuss the amounts
currently
outstanding on your notes and describe how the existence of these
notes will impact your ability to obtain financing in the future.
For general guidance on disclosure in Management`s Discussion and
Analysis, please see Securities Act Release No. 33-8350 (December
19,
2003).
4. In addition, as part of your revisions, please do not merely
recite the terms of the notes and warrants. Where you do cite
specific terms, however, please use clear, understandable language
and avoid run-on sentences and embedded lists. Also, please
clarify
the provisions in your notes and warrants that currently are
applicable. For example:
* On page 26 we note the part (a) conversion limitation related to
the advance of money pursuant to the various notes. Please
specify
the amount of money currently advanced on the notes. Also,
specify
whether the amount includes the $600,000 advance mentioned in the
last paragraph on page 25.
* We also note the part (b) conversion limitation related to the
registration or exemption of the shares of common stock underlying
the notes. Given that you no longer are registering the shares
underlying the Term Note, it appears that Laurus may not convert
any
shares under any note. Please revise to so clarify and generally
discuss how this will affect you.
* Similarly, because you no longer are registering the Term Note
shares, it appears that the 2% downward interest adjustment is
inapplicable. Only the 1% downward interest adjustment may apply.
Please revise to so clarify and generally discuss how this will
affect you. Please also specify the currently applicable interest
rate.
* Also, is the interest due under any note payable in shares
rather
than cash? If so, how does this affect you?
****
As appropriate, please amend your registration statement in
response to these comments. 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.
??
??
??
??
Catalyst Lighting Group
February 14, 2005
Page 3
</TEXT>
</DOCUMENT>