UNITED STATES
                        SECURITIES AND EXHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                       Commission File Numbers: 333-75044

      (Check One): [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11
                   [x] Form 10-Q and Form 10-QSB [ ] Form N-SAR

                         For Period Ended: June 30, 2005

                          CATALYST LIGHTING GROUP, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


                     Delaware                              84-1588927
   --------------------------------------------          ---------------
          (State or other jurisdiction of               (I.R.S. employer
          incorporation or organization)             identification number)



               7700 Wyatt Drive
                Forth Worth, TX                               76108
   --------------------------------------------          ---------------
    (Address of principal executive offices)                (Zip Code)


         Issuer's telephone number, including area code: (817) 738-8181



                       PART II - Rules 12b-25 (b) and (c)

If the subject report could not be filed out without unreasonable effort or
expense and THE REGISTRANT seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

[ ]   (a)   The reasons described in reasonable detail in Part III of this form
            could not be eliminated without unreasonable effort or expense,

[X ]  (b)   The subject annual report, semi-annual report, transition report on
            Form 10-K, 10-KSB, 20-F, 11-K, or Form N-SAR, or portion thereof,
            will be filed on or before the fifteenth calendar day following the
            prescribed due date; or the subject quarterly report or transition
            report on Form 10-Q or 10-QSB, or portion thereof, will be filed on
            or before the fifth calendar day following the prescribed due date;
            and

[  ]  (c)   The accountant's statement or exhibit required by Rule 12b-25(c) has
            been attached if applicable.



                              PART III - NARRATIVE

The Registrant has been unable to complete preparation of its Form 10-QSB for
the fiscal quarter ended June 30, 2005 due to delays in gathering information
required to complete the preparation of certain financial and business
statements to be contained in the Form 10-QSB.



                           PART IV - OTHER INFORMATION

      (a)   Name and telephone number of persons to contact in regard to this
            notification.

    Dennis H. Depenbusch               817                   738-8181
  ------------------------  ------------------------  ------------------------
         (Name)                     (Area Code)          (Telephone Number)

(b)   Have all other periodic reports required under Section 13 or 15(d) of the
      Securities Exchange Act of 1934 or Section 30 of the Investment Company
      Act of 194- during the preceding twelve months or for shorter period that
      the registrant was required to file such report(s) been filed? If the
      answer is no, identify report(s). [ X ] Yes [ ] No

(c)   Is it anticipated that any significant changes in results of operations
      from the corresponding period for the last fiscal year will be reflected
      by the earnings statements to be included in the subject report or in the
      portion thereof? [ ] Yes [ X ] No




      If so, attach an explanation of the anticipated change, both narratively
      and quantitatively, and, if appropriate, state the reasons why a
      reasonable estimate of the results can not be made.

                          CATALYST LIGHTING GROUP, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

      Date: August 15, 2005         By:  /s/ Dennis H. Depenbusch
                                         ------------------------
                                           Dennis H. Depenbusch
                                           Chairman and CEO