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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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| Expires: | February 28, 2011 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| LAURUS MASTER FUND LTD |
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2. Issuer Name and Ticker or Trading Symbol
CATALYST LIGHTING GROUP INC [CYSU]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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__X__ Other (specify below)
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Former 10% Owner
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C/O LAURUS CAPITAL MANAGEMENT, LLC, 335 MADISON AVENUE, 10TH FLOOR |
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2010 |
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NEW YORK, NY 10017 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, par value $0.0001 per share | 02/03/2010 |
| S (1) |
| 1,108,172 | D |
$0.054 |
0
| D (1) |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
LAURUS MASTER FUND LTD
C/O LAURUS CAPITAL MANAGEMENT, LLC
335 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10017 |
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| Former 10% Owner |
LAURUS CAPITAL MANAGEMENT LLC
335 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10017 |
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X
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| Disclaimed Group |
GRIN DAVID
C/O LAURUS CAPITAL MANAGEMENT, LLC
335 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10017 |
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X
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| Disclaimed Group |
GRIN EUGENE
C/O LAURUS CAPITAL MANAGEMENT, LLC
335 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10017 |
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X
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| Disclaimed Group |
Signatures
| /s/ Eugene Grin, on behalf of Laurus Master Fund, Ltd. (In Liquidation), in his capacity as Authorized Signatory for Laurus Capital Management, LLC, its investment manager | |
02/04/2010 |
| **Signature of Reporting Person | Date |
| /s/ Eugene Grin, Authorized Signatory, on behalf of Laurus Capital Management, LLC | |
02/04/2010 |
| **Signature of Reporting Person | Date |
| /s/ David Grin | |
02/04/2010 |
| **Signature of Reporting Person | Date |
| /s/ Eugene Grin | |
02/04/2010 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | As of February 3, 2010, Laurus Master Fund, Ltd. (In Liquidation), a Cayman Islands company ("the Fund"), ceased to beneficially own any shares of common stock of Catalyst Lighting Group, Inc. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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