phototron_nt10q-033111.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 12b-25
 
 
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OMB Number: 3235-0058
 
Expires: May 31, 2012
 
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SEC File Number:  000-50385
 
CUSIP Number:  71943D 102
 
NOTIFICATION OF LATE FILING
 
(Check one) ____ Form 10-K  ____ Form 20-F ___ Form 11-K  
         
    X   Form 10-Q ____ Form 10-D  ___ Form N-SAR     ___ Form N-CSR
         
 
For period ended   March 31, 2011                                                                    
 
___ Transition Report on Form 10-K
 
___ Transition Report on Form 20-F
 
___ Transition Report on Form 11-K
 
___ Transition Report on Form 10-Q
 
___ Transition Report on Form N-SAR
 
For the transition period ended ___________________________
 
Nothing in this form shall be construed to imply that the Commission
 has verified any information contained herein.
 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 
 
 
12b25-1
 

PART I
REGISTRANT INFORMATION
 
Full Name of Registrant  Phototron Holdings, Inc.                                                                                     
 
Former Name if Applicable  Catalyst Lighting Group, Inc.
 
Address of Principal Executive Office (Street and number)  20259 Ventura Boulevard 
 
City, State and Zip Code   Woodland Hills, CA 91364 
 
PART II
RULES 12b-25(b) AND (c)
 
If the subject report could not be filed 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.)
 
X
 (a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11–K, Form N-SAR or Form N-CSR, 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 subject distribution report on Form 10-D, or portion thereof, will be filed on of before the fifth calendar day following the prescribed due date; and
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
PART III
NARRATIVE
 
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
The Registrant’s Form 10-Q for the fiscal quarter ended March 31, 2011 could not be filed within the prescribed time period due to difficulties finalizing operating results for the fiscal quarter ended March 31, 2011, which could not be eliminated without unreasonable effort or expense.
 
PART IV
OTHER INFORMATION
 
(1)           Name and telephone number of person to contact in regard to this notification.
 
Brian B. Sagheb   (818)   992-0200
(Name)     (Area Code)    (Telephone Number)
 
 
 
12b25-2
 
 
(2)           Have all other periodic reports required under Section 13 or 15(d) or the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).    X   Yes___ No
 
(3)           Is it anticipated that any significant change 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 portion thereof?  X   Yes ___ 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 cannot be made.
 
Phototron Holdings, Inc.
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date May 17, 2011 
By:
/s/ Brian B. Sagheb  
  Name: Brian B. Sagheb  
  Title: Chief Financial Officer  
 
ATTENTION
 
Intentional misstatements or omissions of fact constitute federal criminal violations (See 18 U.S.C. 1001).
 
 
12b25-3
 
 
Part IV – Other Information

(3)           Explanation of Change

The Registrant anticipates that a significant change 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 Form 10-Q as the Registrant was a shell company during the corresponding period for the last fiscal year.  As previously disclosed the registrant has had difficulties finalizing operating results for the fiscal quarter ended March 31, 2011 which could not be eliminated without unreasonable effort or expense, and consequently is unable to disclose quantitative data at this time.
 
 
 
12b25-4