~~From~~UNITED the Date For the Three Months For the Nine Months of Inception Ended Ended August 7, 2008 May 31, May 31, to May 31, 2009 2008 2009 2008 2009 -------- -------- -------- -------- --------------- General administrative expenses ....... $ 1,680 $ - $ 6,890 $ - $ 9,744 -------- -------- -------- -------- -------- Loss before provision for income tax .. (1,680) - (6,890) - (9,744) -------- -------- -------- -------- -------- Income tax expense .................... - - - - - -------- -------- -------- -------- -------- Net Loss .............................. (1,680) - (6,890) - (9,744) ======== ======== ======== ======== ======== Basic and Diluted Loss per Common Share $ - $ - $ (0.01) $ - $ (0.02) ======== ======== ======== ======== ======== Basic and Diluted Weighted Average Common Shares Outstanding ........... 665,000 - 509,780 - 476,667 ======== ======== ======== ======== ======== See accompanying notes to financial statements 3STATES

~~Deficit~~SECURITIES ~~Accumulated~~AND inEXCHANGE the Total Common Stock Paid in Development Stockholders' Shares Amount Capital Stage Equity -------- ------ ------- ----------- ------------- Balance, August 7, 2008, date of inception ............... - $ - $ - $ - $ - Proceeds from Founders shares issued at par value of $.001 on August 7, 2008 (audited) 100,000 100 254 - 354 Net Loss .................... - - - (2,854) (2,854) -------- ------ ------- ---------- ------------ Balance, August 31, 2008 .... 100,000 100 254 (2,854) (2,500) Issuance of common stock for repayment of accounts payable- related-party at $.01 on November 14, 2008 565,000 565 5,085 - 5,650 Net loss for the nine months ended May 31, 2009 ......... - - - (6,890) (6,890) -------- ------ ------- ---------- ------------ Balance, May 31, 2009 (unaudited) ................ 665,000 $ 665 $ 5,339 $ (9,744) $ (3,740) ======== ====== ======= ========== ============ See accompanying notes to financial statements 4COMMISSION

~~For the Nine Months From the date Ended of Inception May 31~~Washington, August 7, 2008 ------------------- to May 31, 2009 2008 2009 ------- ------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss .................................... $(6,890) $ - $(9,744) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Prepaid expenses ......................... 500 - - Accounts payable ......................... (1,250) - - Accounts payable-related party ........... 6,790 - 9,390 ------- ------- ------- Net cash used by operating activities ....... (850) - (354) ------- ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock ...... - - 354 ------- ------- ------- Net cash provided by financing activities ... - - 354 ------- ------- ------- Net (decrease) in cash ...................... (850) - - ------- ------- ------- Cash at beginning of period ................. 850 - - ------- ------- ------- Cash at end of period ....................... $ - $ - $ - ======= ======= ======= SUPPLEMENTAL DISCLOSURES: Cash paid for income taxes .................. $ - $ - $ - ======= ======= ======= Cash paid for interest ...................... $ - $ - $ - ======= ======= ======= NON CASH TRANSACTIONS: Issuance of common stock for repayment of accounts payable-related party ......... $ 5,650 $ - $ 5,650 ======= ======= ======= See accompanying notes to financial statements 5DC 20549

FORM 10-Q

(MARK ONE)
x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended November 30, 2009

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
	For the transition period from ______________ to ______________

Commission File No. 000-53412

CATALYST GROUP HOLDINGS CORP.

(Exact name of small business issuer as specified in its charter)

Delaware	26-3142811
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

1739 Creekstone Circle, San Jose, CA 95133

(Address of principal executive offices)

(408) 691-0806

(Issuer's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 4, 2010 there are 1,045,000 shares of the registrant's common stock outstanding.

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TABLE OF CONTENTS



PART I Financial Information

Item 1.	Financial Statements	3
	Balance Sheets	3
	Statements of Operations	4
	Statements of Cash Flows	5
	Notes to the Financial Statements	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 4.	Controls and Procedures	11

PART II Other Information

Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Submission of Matters to Vote of Security Holders	12
Item 5.	Other Information	12
Item 6.	Exhibits	13
Signatures		14

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Catalyst Group Holdings Corp

Balance Sheets (unaudited)

				Catalyst Group
	Consolidated			Holdings Corp.
	November 30, 2009			August 31, 2009

Assets
Current Assets:
Cash	$	8,856		$	-
Accounts Receivable		3,593			-
Total current Assets		12,449			-

Other Assets:
Goodwill		288,401			-
Intangible, net amortization $694		49,306			-
Other asset		1,422			-
Due from related parties		-			15,000

Total assets	$	351,578		$	15,000

Liaibilites & Stockholders' equity
Current Liabilities:
Accounts payable	$	-		$	233
Notes payable		93,817			-
Due to related parties		-			75,698
Convertible loan payable		250,000			-
Total liabilities		343,817			75,931

Common stock $.001 par value 100,000,000 authorized 1,045,000 issued and outstanding		1,045			1,045
Additional paid in capital		84,457			8,759
Accumulated deficit		(77,741	)		(70,735	)

Total Stockholders' Equity		7,761			(60,931	)

Total Liabilities & Stockholders' Equity	$	351,578		$	15,000

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Catalyst Group Holdings Corp

Statements of Operations (unaudited)

				(Predecessor)						(Predecessor)
	Consolidated			REP's			Consolidated			REP's
	3 Months Ended			September 1, 2009-			November 17, 2009-			3 Months Ended
	November 30, 2009			November 16, 2009			November 30, 2009			November 30, 2008


Revenue	$	9,647		$	61,018		$	-		$	86,893

General & Administrative Expenses		15,575			222,729			3,150			36,588

Amortization Expense		694

Interest Expense		384			7,758			-			1,265

Net income( loss)	$	(7,006	)	$	(169,469	)	$	(3,150	)	$	49,040

Net loss per common share (basic and diluted):	$	(0.01	)	$	-		$	(0.02	)	$	-


Weighted average common shares outstanding (basic and diluted):		1,045,000			-			199,341			-

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Catalyst Group Holdings Corp

Statement of Cash flows (unaudited)

				(Predecessor)			Consolidated			(Predecessor)
	Consolidated			REP's						REP's
	3 Months Ended			September 1, 2009-			November 17, 2009			3 Months Ended
	November 30, 2009			November 16, 2009			November 30, 2009			November 30, 2008
OPERATING ACTIVITIES
Net Income (loss)	$	(7,006	)	$	(169,469	)	$	(3,150	)	$	49,040
Adjustments to reconcile Net Income
to net cash provided by operations:
Prepaid		-			-			500			-
Amortization		694			-			-			-
Accounts payable		(233	)		6,334			(1,250	)		-
Accounts Receivable		15,386			22,528			-			(4,944	)
Other assets		(1,422	)		-			-			-
Sales Tax Payable		-			-			-			(295	)
Due from Ken Green		-			-			-			-
Net cash provided by (used in) operations		7,419			(140,607	)		(3,900	)		43,801

INVESTING ACTIVITIES
Cash received in acquistion		1,886			-			-			-
Net cash provided by (used in) operations		1,886			-			-			-

FINANCING ACTIVITIES
Contribution to capital		-			-			5,085			-
Due to TFST		-			-			(2,600	)		-
Lines of credit		(449	)		93,252			-			(35,395	)
Stock issuances for a/p		-			-			565			-
Change in loans		-			33,910			-			(2,921	)
Distributions to owners		-			(1,100	)		-			(3,975	)
Net cash provided by (used in) financing activities:		(449	)		126,062			3,050			(42,291	)

Net cash increase for period		8,856			(14,545	)		(850	)		1,510
Cash at beginning of period					16,431			850			(45,622	)
Cash at end of period		8,856			1,886			-			(44,112	)

Reclass A/P related party to contributed capital	$	75,698	$	-	$	-	$	-
Issuance of stock for repayment of A/P-related	$	-	$	-	$	5,650	$	-
Acquisition of REPS through convertible debt	$	250,000	$	-	$	-	$	-
Loans acquired by Catalyst	$	94,266	$	-	$	-	$	-
Intangibles acquired by Catalyst	$	340,287	$	-	$	-	$	-
Accounts Receivable acquired	$	3,979	$	-	$	-	$	-
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	-	$	-	$	-	$	-
Income taxes paid	$	-	$	-	$	-	$	-

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Catalyst Group Holdings Corp

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1: NATURE OF BUSINESS AND BASIS OF PRESENTATION

Catalyst Group Holdings Corp. ("the Company") was incorporated in the State of Delaware on August 7, 2008 as a blank check development stage company to acquire, through a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction or other similar business combination (each a "Business Combination") one or more domestic or international operating businesses.

Acquisition: On November 17, 2009 the registrant acquired 100% of Real Estate Promotional Services, Inc. (REPS) for $250,000 subject to delivery of audited financial statements and compliance with other conditions set forth in the stock purchase agreement. There is a 6 month convertible note that bears an interest rate of 10% and has a conversion ratio of 1 share of common stock for every $1 outstanding.

REPS is considered the predecessor entity due to the fact that Catalyst was a development stage enterprise and was much smaller than REPS.

PREDECESSOR

REPS is considered to be the predecessor entity due to the fact that Catalyst was a development stage enterprise and was much smaller than REPS. These financial statements include the accounts of REPS’. The accompanying financial statements have been prepared to present the statements of financial position of REPS’ and statements of operations and cash flows of REPS’ for inclusion in the Company’s Form 10-Q for purposes of complying with the rules and regulations of the Securities and Exchange Commission as required by S-X Rule 8-02. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America using REPS’ specific information maintained within its books and records.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").

Due to the acquisition of Reps’, the registrant is no longer a development stage company.

NOTE 2: PURCHASE OF REP’S WEB

On November 16, 2009, we agreed to purchase all of the issued and outstanding shares of common stock of REPS in consideration for the issuance of a convertible debenture in the amount of $250,000. The convertible debenture provides for interest at the rate of 10% per annum and will be due and payable six months from the closing date of the transaction. The debenture may be converted into shares of the Company’s common stock at the conversion rate of $1.00 per share, which represents management’s assertion of the fair value of the stock, at the option of either the Company or Jeff Crowe, the sole shareholder of REPS.

REPS is a printing company that designs and delivers marketing collateral for the real estate industry and individual/small businesses. Our products include postcards, brochures, business cards, and Web site development.

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Catalyst Group Holdings Corp

A large percentage of REPS’ revenue comes from real estate agents. REPS intends to diversify its client base to more individuals and small businesses. The sales cycle for REPS is very rapid; most orders are produced and sold in two days.

The acquisition of REPS’ is accounted for as a purchase and the operations of the company will be consolidated with those of Catalyst as of November 16, 2009. The parties determined that the effective date of the acquisition was November 16, 2009, the date of which Catalyst assumes all the responsibility for any losses or profits that might be incurred during the period.

The $250,000 purchase price will be allocated as follows based upon the fair value of the acquired assets, and liabilities assumed as determined by management.

Cash	$	1,886
Accounts receivable		3,979
Goodwill		288,401
Intangible assets		50,000
Accrued liabilities		(94,266)

Total	$	250,000

The $50,000 of acquired intangible assets (customer list/company name) has a useful life of approximately 3 years. As of November 30, 2009 accumulated amortization for the intangible asset was $694.

NOTE 3: RELATED PARTY TRANSACTIONS

The payables of $75,698 to CFGI and TFST were forgiven by each and added to additional paid in capital.

NOTE 4: NOTES PAYABLE

Through the acquisition of REPS’ Catalyst acquired the following notes:

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Catalyst Group Holdings Corp

The liabilities are business lines of credit from Wells Fargo and Chase which is accessed by a credit card. The credit limit is $79,000, the current interest rates are 6.75% and 19.99%, and balances are $44,242 and $22,528, respectively

The loan is a business instrument from Opticom Services in San Diego, California. The term of the loan is 10 years beginning in January 2000. The original loan was made to Jeff Crowe, individually, and assumed by the Company in 2007. The loan carries an interest rate of 11.3% with monthly payments of $1,396. The note was deferred and has a balance of $25,651.

NOTE 5: STOCKHOLDERS' EQUITY:

At November 30, 2009, the authorized capital of the Company consists of 100,000,000 shares of common stock with a par value of $.001. At November 30, 2009 there are 1,045,000 shares of common stock outstanding.

NOTE 6: GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have sufficient working capital for its planned activity, which raises substantial doubt about its ability to continue as a going concern.

Continuation of the company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through short-term loans from its shareholders and additional equity investments, which will enable the Company to continue operations for the coming year. There can be no assurance that the Company's efforts will be successful. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD LOOKING STATEMENT NOTICE

Certain statements made in this Quarterly Report on Form 10-Q are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Catalyst Group Holdings Corp. I ("we", "us", "our" or the "Company") to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

Catalyst Group Holdings Corp. was incorporated on August 7, 2008 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.

For the three months ended November 30, 2009, the registrant recognized a net loss of $5,509.

One of the Company's current business objective is to locate suitable business combination opportunities.

During the next 12 months we anticipate incurring costs related to:

(i) Filing of Exchange Act reports;

(ii) Officer and director's salaries and rent; and

(iii) Consummating acquisitions.

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We believe we will be able to meet these costs through amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors. However, no assurance can be given that we will be able to raise additional capital, when needed or at all, or that such capital, if available, will be on acceptable terms. In the absence of obtaining additional financing, the Company may be unable to fund its operations. Accordingly, the Company's financial condition could require that the Company seek the protection of applicable reorganization laws in order to avoid or delay actions by third parties, which could materially adversely affect, interrupt or cause the cessation of the Company's operations. As a result, the Company's independent registered public accounting firm has issued a going concern qualification on the consolidated financial statements of the Company for the quarter ended November 30, 2009.

Prior to consummating another business combination transaction, we do not anticipate:

(i) Any expenditures for research and development;

(ii) Any expenditures or cash receipts for the purchase or sale of any property plant or equipment; or

(iii) Any significant change in the number of employees.

LIQUIDITY AND CAPITAL RESOURCES

While the Company believes that it will succeed in attracting additional capital and generate capital from operations, there can be no assurance that the Company's efforts will be successful. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

CONTRACTUAL OBLIGATIONS

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our business is not currently subject to market risk. All of our business is currently conducted in US dollars, which is our functional currency. We have no interest bearing debt and are not subject to any interest rate risk.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the "Exchange Act")) that are designed: (i) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) to ensure that such information is communicated to the management, including our Principal Executive and Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Principal Executive and Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, and based on that evaluation, our Principal Executive and Financial Officer has concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) are effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed under item 1 of the Company's Registration Statement on Form 10 as filed with the United States Securities and Exchange Commission on September 12, 2008.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit No.		Description

3.1		Certificate of Incorporation (1)

31		Certification of the Chief Executive & Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (2)

32		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)

_________

(1) Incorporated by reference to the Registrant's filing of Form 10 as filed with the Securities and Exchange Commission on September 12, 2008

(2) Filed herewith

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CATALYST GROUP HOLDINGS CORP. (Registrant)

May 4, 2010	By:	/s/ Kenneth Green
		Kenneth Green
		Chief Executive and Financial Officer

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Filing Compare · CATALYST GROUP HOLDINGS CORP.