UNITED STATES


                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                     FORM 15


   CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)
  OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS
       UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.



                        Commission File Number: 333-75044

                          CATALYST LIGHTING GROUP, INC.


             (Exact name of registrant as specified in its charter)


                     7700 Wyatt Drive, Fort Worth, TX, 76108
                                 (817) 738-8181
   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)



                     Common Stock, par value $.01 per share

            (Title of each class of securities covered by this Form)


                                      NONE
   (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)



   Please place an X in the box(es) to designate the appropriate rule
   provisions(s) relied upon to terminate or suspend the duty to file reports:


         Rule 12g-4(a)(1)(i)   |X|


         Rule 12g-4(a)(1)(ii)  |_| 


         Rule 12g-4(a)(2)(i)   |_| 


         Rule 12g-4(a)(2)(ii)  |_| 


         Rule 12h-3(b)(1)(i)   |X| 



         Rule 12h-3(b)(1)(ii)  |_| 


         Rule 12h-3(b)(2)(i)   |_| 


         Rule 12h-3(b)(2)(ii)  |_| 


         Rule 15d-6            |_| 


Approximate number of holders of record as of the certification or notice date:
79


Pursuant to the requirements of the Securities Exchange Act of 1934, Catalyst
Lighting Group, Inc. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.


Date December 27, 2005             By:  /s/ Dennis H. Depenbusch
                                        ------------------------


                                   Dennis H. Depenbusch, Chief Executive Officer