U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED: DECEMBER 31, ~~2010~~2011

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD

FROM _________ TO ________

Commission File Number: 1-3477

Catalyst Resource Group, Inc.

(Exact name of registrant as specified in its charter)

Florida 82-0190257

Florida	82-0190257
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer identification Number)

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer identification Number)

17011 Beach Blvd., Suite 1230, Huntington Beach, CA 92647

(Address of principal executive offices, including zip code)

714-843-5455

(Registrant's telephone number, including area code)

SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

NAME OF EACH EXCHANGE TITLE OF EACH CLASS:

ON WHICH REGISTERED:

NONE NONE

SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ ☐ No ý☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☑ ý No ¨☐

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý ☑ No ¨☐

Check if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨☐

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

Large accelerated filer ¨ ☐ Accelerated filer ¨ ☐ Non-accelerated filer ~~¨ Smaller~~☐ Smaller reporting company ý ☑

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

The aggregate market value of the voting and non-voting equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, at ~~March~~May 1810, ~~2011~~2012 was $2631,~~502,960.28~~282 based on a price of $0.~~025~~0021 per share.

As of ~~March~~May 3110, ~~2011~~2012, there were ~~100~~457,~~118~~120,~~411~~574 shares of the issuer's non-assessable Common Stock, $.001 par value per share, ~~Class A Common Stock,~~ (including 20,867,000 shares to be cancelled) and 9,958 shares of the issuer's Class B assessable Common Stock, $.001 par value, issued and outstanding.

TABLE OF CONTENTS

TABLE OF CONTENTS


PART I

Item 1.	Business Overview	1
Item 1A.	Risk Factors	2
Item 1B.	Unresolved Staff Comments	4
Item 2.	Description of Properties	4
Item 3.	Legal Proceedings	4
Item 4.	Submission of Matters to a Vote of Security Holders	4


PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
Item 6.	Selected Financial Data	5
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 8.	Financial Statements and Supplementary Data	9
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	27
Item 9A.	Controls and Procedures	27
Item 9B.	Other Information	28


PART III

Item 10.	Directors and Executive Officers of the Registrant	29
Item 11.	Executive Compensation	30
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item 13.	Certain Relationships and Related Transactions	31
Item 14.	Principal Accountant Fees and Services	31


PART IV

Item 15.	Exhibits and Financial Statement Schedules	32


SIGNATURES		33

EXHIBITS

PART I

Item 1.	Business Overview
Item 1A. Item 1B	Risk Factors Unresolved Staff Comments
Item 2.	Description of Properties
Item 3.	Legal Proceedings
Item 4.	Submission of Matters to a Vote of Security Holders

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6. Selected Financial Data

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk
Item 8.	Financial Statements and Supplementary Data
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.	Controls and Procedures
Item 9B.	Other Information

PART III

Item 10.	Directors and Executive Officers of the Registrant
Item 11.	Executive Compensation
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.	Certain Relationships and Related Transactions
Item 14.	Principal Accountant Fees and Services

PART IV

Item 15. Exhibits and Financial Statement Schedules

SIGNATURES

EXHIBITS

PART I

ITEM 1. BUSINESS OVERVIEW

Catalyst Resource Group, Inc., formerly Jeantex Group, Inc., (the "Company") is a Florida corporation originally incorporated under the laws of the State of Idaho on August 23, 1947 as Western Silver Lead Corporation. On November 1, 2001, the Company entered into an Asset Purchase Agreement to transfer all of its interest in its properties to WSL, LLC, an entity controlled by its former president and director, Harry F. Magnuson, who is the father of H. James Magnuson, president and director of the Company at that time. On August 16, 2002, the Company’s shareholders ratified this agreement.

On September 24, 2003, the parent Western Silver-Lead Corporation, an Idaho corporation, merged into the wholly-owned subsidiary, Western Silver-Lead Corporation, a Florida corporation whereby each shareholder of the Idaho corporation’s Class A and Class B common stock, par value $0.001, received one share of common stock Class A and Class B, par value $0.001, of the Florida corporation, respectively. The merger was between the parent and the subsidiary corporation and the subsidiary became the surviving corporation.

On September 29, 2003, the Company entered into a Merger Agreement with Lexor International, Inc, ("Lexor") a Maryland corporation. On October 1, 2003, the Company changed its name to Lexor Holdings, Inc.

On March 31, 2005, the Company entered into a rescission agreement with Lexor International, Inc. to terminate the Merger Agreement. The Rescission Agreement calls for the rescission of the Merger Agreement in entirety and a return of 100% of the issued and outstanding equity interests of Lexor International and surrender of 10,867,000 shares of the Company’s Common A stock. Each party to the Rescission Agreement will be entitled to a return of any assets which it held prior to the closing of the Merger Agreement and will be responsible for any liabilities accrued on its behalf. In addition, the Company would sign a promissory note to pay $250,000 to settle this agreement. The Company did not receive 10,867,000 shares back and the value of these shares was offset when the promissory note of $250,000 was recorded.

On June 22, 2005, the Company entered into a Stock Purchase Agreement with Jeantex, Inc., a California corporation. On June 29, 2005, the transaction contemplated in the Stock Purchase Agreement was completed and a Closing Memorandum was executed by all parties. The Company agreed to issue 20,000,000 shares of its Class A common stock to Jeantex, Inc.'s shareholder in exchange for 100% of the issued and outstanding equity interest of Jeantex, Inc. and issue 36,350,000 shares of its Class A common stock for consulting and reorganization expenses in connection with this transaction. On June 29, 2005 the board of directors of the Company approved resolutions to stock transfer agent to issue shares to Jeantex pursuant to the Agreement. The shares of Jeantex common stock to be issued were restricted pursuant to Rule 144.

In June 2006, this Stock Purchase Agreement was amended whereby the Company had agreed to reduce its stake in Castaldi from 51% to 20% of the total issue and outstanding number of shares of Castaldi. Castaldi agreed to retain only 4,000,000 of the 10,000,000 shares originally issued to it pursuant to the Agreement and would also retain $226,650 paid to Castaldi by the Company as consideration for the Company's 20% stake in Castaldi. The four million (4,000,000) shares of common stock retained by Castaldi would be vested on a pro-rata basis based on Yves Castaldi Corporation's projected revenues of $10,000,000 and net profits of $2,000,000 in the next twenty-four months commencing July 1, 2006. In the event said target revenues and profitability were not reached within said twenty-four months, the amount of vested shares would be adjusted accordingly on a pro-rata basis. The remaining 6,000,000 shares would be surrendered by Castaldi.

As a result of Yves Castaldi Corp.’s filing for Chapter 11 protection with the United States Bankruptcy Court of the Central District of California and naming the Company as a creditor during the fourth quarter of Fiscal Year 2006, the Company has written off its cash investments in Yves Castaldi Corp. and will cancel all the 10,000,000 shares that were issued to Yves Castaldi Corp.

During the fourth quarter of Fiscal Year 2006, Jeantex, Inc. discontinued its private label manufacturing business, ~~sold its fully depreciated equipment~~ and began to look for sourcing opportunities in Asia. As of the date of this report, the Company has not entered into any definitive agreement with a sourcing partner for its private label business. The Company has been inactive and is seeking an acquisition opportunity in another industry.

On April 05, 2010, the Company changed its name to Catalyst Resource Group, Inc. to reflect its new intended scope of business.

On May 5, 2011, the Company entered into a Business Cooperation Agreement with Rerun Recovery, Inc., a Nevada corporation, to utilize the proprietary pre-treatment and separation technologies owned by Rerun Recovery to process and sell platinum group metals (PGMs) and gold from a mine in Alaska and one in Oregon to industrial and private users. The Company will share 70% net profits of the processed minerals from these mines with Rerun Recovery. According to the Business Cooperation Agreement, the Company is responsible for the costs of the operations of the mines and for building new processing facilities. On October 24, 2011, the Company issued 150,000,000 shares of restricted common stock to Rerun Recovery, Inc. and its designees pursuant to the referenced Business Cooperation Agreement.

ITEM 1A. RISK FACTORS

An investment in our stock involves a number of risks, including but not limited to the following. You should carefully consider these risks relating to our business and our common stock, together with the other information described elsewhere in this Form 10-K. If any of the following risks actually occur, our business, results of operations and financial condition could be materially affected, the trading price of our common stock could decline significantly, and you might lose all or part of your investment.

We incurred losses for fiscal years ~~2010~~2011 and ~~2009~~2010.

We incurred losses of $~~269~~318,~~468~~ 276 and $~~107~~269,~~267~~468 in the fiscal years ended December 31, ~~2010~~2011 and ~~2009~~2010, respectively. Our continuing loss is resulted from discontinued operations and reorganization of expenses. If we are unable to achieve a merger with other company, our business and stock price may be adversely affected.

We had negative working capital at December 31, ~~2010~~2011.

At December 31, ~~2010~~2011, we had negative working capital of $1,~~109~~211,~~003~~377. We have had difficulty meeting operating expenses, including interest payments on debt and vendor obligations. We have at times borrowed from related parties to meet our obligations.

We may fail to continue as a going concern, in which event you may lose your entire investment in our shares.

Our audited consolidated financial statements have been prepared on the assumption that we will continue as a going concern. Our independent auditor has indicated in its audit report to the consolidated financial statements that our recurring losses from operations and our difficulties in generating sufficient cash flow to meet our obligations and to sustain our operations raise substantial doubt about our ability to continue as a going concern. If we fail to continue in business, our shareholders will lose all or a substantial portion of their investments.

Acquisitions entail risks that may negatively impact our operating results.

Our company is in the process of evaluating various opportunities and negotiating to acquire other companies both in the US and abroad. Acquisitions entail numerous risks, including difficulties in the assimilation of acquired operations and products, diversion of management's attention from other business concerns, amortization of acquired intangible assets and potential loss of key employees of acquired companies. We have limited experience in assimilating acquired organizations into our operations. Although potential synergy may be achieved by acquisitions of related businesses, no assurance can be given as to the Company's ability to integrate successfully any operations, personnel, services or products that have been acquired or might be acquired in the future. Failure to successfully assimilate acquired organizations could have a material adverse effect on the Company's business, financial condition and operating results.

Acquisitions involve a number of special risks, including:

failure of the acquired business to achieve expected results;
diversion of management’s attention;
failure to retain key personnel of the acquired business;
additional financing, if necessary and available, could increase leverage, dilute equity, or both;
the potential negative effect on our financial statements from the increase in goodwill and other intangibles; and
the high cost and expenses of completing acquisitions and risks associated with unanticipated events or liabilities.

These risks could have a material adverse effect on our business, results of operations and financial condition since our ability to further expand our operations through acquisitions may be dependent on our ability to obtain sufficient working capital, either through cash flows generated through operations or financing activities or both. There can be no assurance that we will be able to obtain any additional financing on terms that are acceptable to us, or at all.

Our stock price is highly volatile.

The trading price of our common stock has fluctuated significantly in the past, and is likely to remain volatile in the future. The trading price of our common stock could be subject to wide fluctuations in response to many events or factors, including the following:

quarterly variations in our operating results;
any deviation from projected growth rates in revenues;
additions or departures of key management or design personnel;
announcements of significant acquisitions, strategic partnerships or joint ventures;
difficulties or failures in integration of our acquisitions;
future sales of our common stock; and
activities of short sellers and risk arbitrageurs;

In addition, due to the low volume of the stock being traded, our stock price can be very unstable.

The loss of our key management personnel would have an adverse impact on our future development.

Our performance is substantially dependent upon the expertise of our key management personnel and our ability to continue to hire and retain these personnel. The loss of our key management personnel could have a material adverse effect on our business, development, financial condition, and operating results.

We do not maintain "key person" life insurance on any of our directors or senior executive officers.

We do not expect to declare or pay any dividends.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. DESCRIPTION OF PROPERTY

Our executive, administrative and operating office is located at 17011 Beach Blvd. Suite 1230, Huntington Beach, CA 92647.

ITEM 3. LEGAL PROCEEDINGS

Christopher Long vs. Jeantex Group, Inc. et al., Case Number 07CC02012

On January 22, 2007, Christopher Long, former President and CEO of the Company, filed a claim with the Superior Court of California, County of Orange, Central Justice Center, against the Company and Henry Fahman, Interim President of the Company, for a total of $250,000 and accrued interest at 8% per annum in connection with the promissory note dated March 31, 2005 which was made to Christopher Long as a part of the Rescission Agreement between the Company and Lexor International, Inc. The Company and Christopher Long entered into a Compromise Settlement Agreement and Mutual Release on January 11, 2008 whereby the Company and Christopher Long agreed to allow a stipulation to be entered in favor of Christopher Long in the amount of $250,000 plus interest accruing at a rate of 8% per annum. These amounts have been recorded in the books of the Company.

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

None

PART II

The Registrant's Non-Assessable Common Stock (also known as Class A Common Stock) is quoted on the OTCQB Market under the symbol CATA while Class B Assessable Common stock is not traded. The quotations reflect inter-dealer prices without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

Fiscal Year 2010	High	Low
Fiscal Year 2012	High	Low
First Quarter Ending March 31,	$0.10	$0.08
Latest Month Ending April 30,	$0.0420	$0.0017
Second Quarter Ending June 30,	$0.05	$0.05
First Quarter Ending March 31,	$0.0200	$0.0015
Third Quarter Ending September 30,	$0.04	$0.04
Fiscal Year 2011
Fourth Quarter Ending December 31,	$0.05	$0.05
First Quarter Ending March 31,	$0.0975	$0.0210
Fiscal Year 2009
Second Quarter Ending June 30,	$0.1000	$0.2000
First Quarter Ending March 31,	$0.006	$0.004
Third Quarter Ending September 30,	$0.0800	$0.0320
Second Quarter Ending June 30,	$0.004	$0.004
Fourth Quarter Ending December 31,	$0.0500	$0.0135
Third Quarter Ending September 30,	$0.320	$0.003
Fiscal Year 2010
Fourth Quarter Ending December 31,	$0.239	$0.016
First Quarter Ending March 31,	$0.1000	$0.0800
Second Quarter Ending June 30,	$0.0500	$0.0500
Third Quarter Ending September 30,	$0.0400	$0.0400
Fourth Quarter Ending December 31,	$0.0500	$0.0500

Dividends to Shareholders:

No dividends have been paid or declared during the last seven years; and the Registrant does not anticipate paying dividends on its common stock in the foreseeable future.

ITEM 6. SELECTED FINANCIAL DATA

	2010		2009
		2011	2010
~~Net revenues~~	$Net revenues	$ -	$ -	-
~~Income (loss) from operations~~	Income (loss) from operations	(~~186~~56,~~771~~647.00)	(186,771)	~~(51,704)~~
~~Net other income (expense)~~	Net other income (expense)	(82261,~~697~~629)	(82,697)	~~(55,563)~~
Net income (loss )		(269,468)		(107,267)
	Net income (loss)	(318,276)	(269,468)
~~Net loss per share~~	Net loss per share	(0.00)	(0.00)	~~(0.00)~~
~~Total assets~~	$Total assets	~~180~~0.00	$180	92
~~Total liabilities~~	$Total liabilities	1,~~109~~211,~~183~~377	$1,109,183	~~989,518~~

~~ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~5

~~This following information specifies certain forward-looking statements of management of the company~~ITEM 7. ~~Forward-looking~~MANAGEMENT'S ~~statements~~DISCUSSION ~~are~~AND ~~statements~~ANALYSIS ~~that~~OF ~~estimate~~FINANCIAL ~~the~~CONDITION ~~happening~~AND ofRESULTS ~~future~~OF events are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as "may", "shall", "could", "expect", "estimate", "anticipate", "predict", "probable", "possible", "should", "continue", or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. OPERATIONS

~~The~~This ~~assumptions~~following ~~used~~information ~~for~~specifies certain ~~purposes~~forward-looking statements of management of the ~~forward~~company. Forward-looking statements ~~specified~~are instatements ~~the~~that ~~following~~estimate ~~information~~the ~~represent estimates~~ happening of future events ~~and~~ are ~~subject~~not tobased ~~uncertainty~~on ashistorical tofact. ~~possible~~Forward-looking ~~changes~~statements inmay ~~economic,~~be ~~legislative,~~identified ~~industry,~~by ~~and~~the ~~other~~use ~~circumstances.~~of Asforward-looking ~~a result~~terminology, such ~~the~~as ~~identification~~"may", ~~and~~"shall", ~~interpretation~~"could", of"expect", ~~data~~"estimate", ~~and~~"anticipate", "predict", ~~other~~"probable", ~~information~~"possible", ~~and~~"should", ~~their~~"continue", ~~use~~or insimilar ~~developing~~terms, ~~and~~variations of ~~selecting~~those ~~assumptions~~terms ~~from~~or ~~and among reasonable alternatives require~~ the ~~exercise~~negative of ~~judgment~~those terms. ToThe ~~the~~forward-looking ~~extent~~statements ~~that~~specified ~~the~~in ~~assumed events do not occur,~~ the ~~outcome~~following ~~may~~information ~~vary~~have ~~substantially~~been compiled ~~from~~by ~~anticipated~~our ormanagement ~~projected results, and, accordingly, no opinion is expressed~~ on the ~~achievability~~basis of ~~those~~assumptions ~~forward-looking~~made ~~statements.~~by Nomanagement ~~assurance~~and ~~can~~considered beby ~~given~~management ~~that~~to ~~any~~be ofreasonable. ~~the~~Our ~~assumptions~~future operating ~~relating~~results, tohowever, ~~the~~are ~~forward-looking~~impossible ~~statements~~to ~~specified~~predict inand ~~the~~no ~~following~~representation, ~~information are accurate~~guaranty, ~~and~~or wewarranty ~~assume~~is ~~no obligation~~ to ~~update~~be ~~any~~inferred ~~such~~from those forward-looking statements.

~~CRITICAL~~The ~~ACCOUNTING~~assumptions ~~POLICY~~used ~~AND~~for ~~ESTIMATES~~purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

~~Our~~CRITICAL ~~Management's~~ACCOUNTING ~~Discussion~~POLICY ~~and~~AND Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the valuation of shares issued for services and acquisition in the prior years. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements. ESTIMATES

~~RESULTS~~Our OFManagement's ~~OPERATIONS~~Discussion ~~FOR~~and ~~THE~~Analysis of ~~YEARS~~Financial ~~ENDED~~Condition ~~DECEMBER~~and 31Results of Operations section discusses our financial statements, ~~2010~~which ~~AND~~have ~~DECEMBER~~been 31prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, ~~2009~~management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the valuation of shares issued for services and acquisition in the prior years. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements.

~~Revenues:~~6

~~There~~RESULTS ~~was~~OF noOPERATIONS ~~revenue~~FOR ~~generating~~THE YEARS ~~activity~~ENDED ~~during~~DECEMBER ~~the~~31, ~~year~~2011 ~~ended~~AND ~~December~~DECEMBER 31, 2010 ~~and 2009.~~

~~Operating Expenses~~Revenues:

~~The~~There ~~Company~~was ~~incurred~~no ~~total~~revenue ~~operating~~generating ~~expenses~~activity ofduring ~~$186,771 for~~ the year ended December 31, ~~2010~~2011 asand ~~compared to $51,704 for the year ended December 31, 2009 due to the consulting service fee of $135,000~~2010.

~~Loss~~Operating ~~from operations~~Expenses:

The Company incurred ~~had~~total ~~loss~~operating ~~from~~expenses ~~operations~~ of $~~186~~56,~~771~~647 for the year ended December 31, ~~2010~~2011 as compared to $51186,~~704~~771 for the year ended December 31, ~~2009~~2010, ~~due~~mostly topayments ~~the~~made ~~consulting~~for ~~fee~~professional offees totaling $~~135~~52,~~000.~~197

~~Net~~Loss ~~loss~~from operations:

The Company had aloss ~~net~~from ~~loss~~operations of $~~269~~56,~~468~~647 for the year ended December 31, ~~2010~~2011 as compared to ~~a net loss of~~ $~~107~~186,~~267~~ 771 for the year ended December 31, ~~2009 due to the consulting service fee of $135,000. The net loss based on the basic and diluted weighted average number of common shares outstanding for the years ended December 31,~~ 2010 ~~and 2009 was ($0~~.~~00) for both years.~~

~~LIQUIDITY~~Net ~~AND CAPITAL RESOURCES~~ loss:

WeThe ~~must~~Company ~~continue~~had toa ~~raise~~net ~~capital~~loss of $318,276 for the year ended December 31, 2011 as compared to ~~fulfill~~a ~~our~~net ~~plan~~loss of ~~acquiring~~$269,468 ~~other~~for ~~companies~~the year ended December 31, 2010 due to accruals of interest expense $ 236,517 and ~~assisting~~change in the ~~development~~fair value of ~~those~~derivative ~~internally~~liability $ 42,896. The net loss based on the basic and diluted weighted average number of common shares outstanding for the years ended December 31, 2011 and 2010 was ($0.00) for both years.

WeLIQUIDITY ~~had~~AND ~~cash~~CAPITAL ofRESOURCES ~~$180 and $92 as of December 31, 2010 and 2009, respectively.~~

~~Our~~We ~~operating~~must ~~activities~~continue ~~used~~to ~~$43,928~~raise ~~cash in the year ended December 31, 2010 compared~~ capital to ~~$45,602~~fulfill ~~cash~~our ~~used~~plan ~~in the year ended December 31, 2009. The use~~ of ~~cash~~acquiring inother ~~operating~~companies ~~activities in 2010~~ and ~~2009~~assisting ~~were~~in ~~for~~ the ~~payments~~development of ~~some~~those ~~accounts payable and interest~~internally.

~~Cash~~We ~~provided~~had bycash ~~financing~~of ~~activities was~~ $~~44,015~~0 and $~~45,475~~180 ~~for~~as ~~the years ended~~ of December 31, ~~2010~~2011 and ~~2009~~2010, respectively. ~~This was from net proceeds on notes from unrelated party of $60,441 in 2010 compared to net proceeds of $45,475 on notes from related party in 2009.~~

~~The~~Our ~~Company’s~~operating ~~current~~activities ~~liabilities~~used ~~exceeded~~$56,897 cash in the ~~current~~year ~~assets~~ended byDecember 31, 2011 compared to $143,~~109,003~~928 cash used in ~~2010~~the ~~and~~year ~~$989~~ended December 31,~~426~~ 2010. The use of cash in operating ~~2009~~activities in 2011 were for the payments of some payables to related parties.

~~OUR~~Cash ~~PLAN~~provided OFby ~~OPERATION~~financing ~~FOR~~activities was ~~THE~~$56,717 ~~NEXT~~and ~~TWELVE~~$44,015 ~~MONTHS~~for the years ended December 31, 2011 and 2010, respectively. This was from net proceeds on notes from unrelated parties of $189,000 and $16,177 from related parties in 2011 compared to net proceeds of $60,441 on notes from unrelated party in 2010.

WeThe ~~have~~Company’s ~~not~~current ~~generated~~liabilities exceeded ~~any~~the ~~revenues~~current ~~from~~assets ~~operations~~by ~~in 2010 and 2009. We plan on raising additional operating funds through loans~~$1, ~~convertible debentures~~211,377 ~~other~~in ~~borrowings~~2011 ~~or the sale of our common stock. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks~~ and ~~uncertainties~~$1,109,002 ~~and~~in ~~actual results could vary as a result of a number of factors~~2010. ~~There is no guarantee that we will be able to sell shares of our common stock or that we will be able to arrange for borrowings on acceptable terms if at all.~~

~~Our~~OUR ~~inability~~PLAN toOF ~~access~~OPERATION ~~the~~FOR ~~capital~~THE ~~markets or obtain acceptable financing could harm our results of operations and financial condition. To the extent that additional capital is raised through the sale of equity or equity-related~~ NEXT ~~securities,~~TWELVE ~~the~~MONTHS ~~issuance of such securities could result in dilution of our stockholders. We cannot guarantee that additional funding will be available on favorable terms.~~

~~OFF~~We have not generated any revenues from operations in 2011 and 2010. We plan on raising additional operating funds through loans, convertible debentures, other borrowings or the sale of our common stock. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-~~BALANCE~~looking ~~SHEET~~statement ~~ARRANGEMENTS~~that involves risks and uncertainties, and actual results could vary as a result of a number of factors. There is no guarantee that we will be able to sell shares of our common stock or that we will be able to arrange for borrowings on acceptable terms if at all.

~~There~~Our ~~are~~inability noto ~~off~~access ~~balance~~the ~~sheet~~capital ~~arrangements~~markets or ~~that~~obtain ~~have~~acceptable orfinancing ~~are~~could ~~reasonably~~harm ~~likely~~our toresults ~~have~~of aoperations ~~current~~and orfinancial ~~future~~condition. ~~effect~~To onthe ~~our~~extent ~~financial~~that ~~condition,~~additional ~~changes~~capital is inraised ~~financial~~through ~~condition,~~the ~~revenues~~sale of equity or ~~expenses~~equity-related securities, ~~results~~the issuance of ~~operations,~~such ~~liquidity,~~securities ~~capital~~could ~~expenditures~~result orin ~~capital~~dilution ~~resources~~of our stockholders. We cannot guarantee that ~~are~~additional ~~material~~funding towill ~~investors~~be available on favorable terms.

~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~7

~~The following discussion about market risk involves forward~~OFF-~~looking~~BALANCE ~~statements.~~SHEET ~~Actual results could differ materially from those projected in the forward-looking statements.~~ARRANGEMENTS

~~Interest~~There ~~Rate~~are ~~Risk~~no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

WeITEM 7A. doQUANTITATIVE ~~not~~AND ~~have~~QUALITATIVE ~~significant~~DISCLOSURES ~~interest~~ABOUT ~~rate~~MARKET ~~risk, as all of our debt obligations are primarily short-term in nature to individuals, with fixed interest rates.~~RISK

~~Disclosures~~The following discussion about market ~~Market~~risk ~~Risk~~involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements.

~~Market~~Interest ~~risk~~Rate generally represents the risk that losses may occur as a result of movements in interest rates and equity prices. We currently do not use financial instruments in the normal course of business that are subject to changes in financial market conditions.Risk

We do not have significant interest rate risk, as all of our debt obligations are primarily short-term in nature to individuals, with fixed interest rates.

Disclosures about Market Risk

Market risk generally represents the risk that losses may occur as a result of movements in interest rates and equity prices. We currently do not use financial instruments in the normal course of business that are subject to changes in financial market conditions.

ITEM 8. FINANCIAL STATEMENTS

CATALYST RESOURCE GROUP, INC

Formerly Jeantex Group, Inc

(Development Stage Company)

Consolidated Financial Statements

Years Ended December 31, ~~2010~~2011 and ~~2009~~2010

TABLE OF CONTENTS PAGE

TABLE OF CONTENTS	PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1

CONSOLIDATED BALANCE SHEETS	F-2

CONSOLIDATED STATEMENTS OF OPERATIONS	F-3

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT	F-4

CONSOLIDATED STATEMENTS OF CASH FLOWS	F-5

NOTES TO FINANCIAL STATEMENTS	F-6 – F-18

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1~~9

~~CONSOLIDATED~~REPORT ~~BALANCE~~OF SHEETS F-2INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~CONSOLIDATED~~To ~~STATEMENTS~~the OFBoard of ~~OPERATIONS F-3~~Directors Catalyst Resource Group, Inc. (A Development Stage Company)

~~CONSOLIDATED~~Huntington ~~STATEMENTS~~Beach, ~~OF STOCKHOLDERS' DEFICIT F-4~~California.

~~CONSOLIDATED~~We ~~STATEMENTS~~have OFaudited ~~CASH~~the ~~FLOWS F-5~~accompanying consolidated balance sheets of Catalyst Resource Group, Inc. (formerly, Jeantex Groups, Inc)a Florida corporation) and its subsidiaries as of December 31, 2011 and the related consolidated statements of operations, stockholders' equity, and cash flows for the year ended December 31, 2011. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the consolidated financial statements of Catalyst Resource Group, Inc. and subsidiaries for the year ended December 31, 2010, which statements reflect total revenues of $ 0 and net loss of $269,468 respectively. Those statements were audited by other auditors whose report has been furnished to us, on those statements included an explanatory paragraph that described the substantial doubt about the Company’s ability to continue as a going concern as discussed in Note 2 to the consolidated financial statements.

~~NOTES~~We TOconducted ~~FINANCIAL~~our STATEMENTS F-6audit of –these ~~F-18~~statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~Report~~In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of ~~Independent~~Catalyst Resource ~~Registered~~Group, ~~Public~~Inc. ~~Accounting~~as ~~Firm~~of December 31, 2011 and the results of its consolidated operations and its cash flows for the year ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

~~Board~~The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of ~~Directors~~assets and liquidation of liabilities in the normal course of business. The Company has accumulated deficit of $1,211,377 and net loss amounting $318,276 for the year ended December 31, 2011. These factors as discussed in Note 2 to the consolidated financial statements raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

~~CATALYST~~May ~~RESOURCE GROUP~~14, ~~INC. (A Development Stage Company)~~2012

~~Huntington~~By: ~~Beach~~/s/ Dave Banerjee CPA, ~~California~~

WeAn ~~have~~Accountancy ~~audited the accompanying consolidated balance sheets of Catalyst Resource Group, Inc (Formerly Jeantex Group, Inc~~Corp.), as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders' deficit and cash flows for the years then ended and the period from January 1, 2007 (re-entering development stage) through December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We6301 ~~conducted~~Owensmouth ~~our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)~~Ave. ~~Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have~~, ~~nor~~Ste ~~were we engaged to perform~~750, Woodland an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstancesHills, ~~but~~CA not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.91367

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Catalyst Resource Group, Inc. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the periods described, in conformity with accounting principles generally accepted in the United States of America.

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. These factors as discussed in Note 2 to the financial statements raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M & K CPAS, PLLC

M & K CPAS, PLLC

Houston, Texas

March 30, 2011

F-1

CATALYST RESOURCE GROUP, INC
FORMERLY JEANTEX GROUP, INC.
FORMERLY JEANTEX GROUP, INC
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
				December 31,		December 31,
				(audited)
				2010		2009
				December 31,		December 31,
ASSETS:
				2011		2010
Current Assets:
ASSETS:
	Cash		$	180	$	92
Current Assets:
TOTAL ASSETS			$	180	$	92
	Cash		$	-	$	180
LIABILITIES AND STOCKHOLDERS' DEFICIT:
TOTAL ASSETS			$	-	$	180
Current Liabilities:
LIABILITIES AND STOCKHOLDERS' DEFICIT:
	Accounts payable		$	188,423	$	179,746
Current Liabilities:
	Accounts payable-related party			19,500		19,500
	Accounts payable and accrued expense		$	-	$	188,423
	Interest payable			~~264~~173,~~975~~944		~~211~~264,~~400~~975
	Notes payable			~~351~~281,~~040~~649		~~335~~351,~~500~~040
	Convertible promissory note, net of discount $18,809			18,191		-
	Convertible promissory note, net of discount $52,989 and $18,809 respectively			355,040		18,191
	Payables to related parties			~~226~~82,~~847~~011		~~243~~246,~~372~~347
	Derivative Liability			401,~~205~~968		-40,206
		Total Current Liabilities	$	1894,~~109,182~~612	$	~~989~~1,~~518~~109,182
Stockholders' Deficit:
	Common stock, non-assessable, $0.001 par value,
	299,990,000 shares authorized, 100,118,411 and 96,258,196 issued			100,118		96,258
	299,990,000 shares authorized, 255,657,250 shares		$	-	$	100,118
	and outstanding, respectively
	issued and outstanding,
	Class B Common stock, assessable, $0.001 par value
	10,000 shares authorized, 9,958 shares issued and outstanding			10-		10
	Additional paid in capital			~~16,778,800~~-		16,~~632~~778,~~769~~800
	Accumulated deficit prior to development stage			(16,~~770~~839,~~000)~~161		(16,770,000)
	Accumulated deficit during development stage			(117,~~217~~987,931)		(~~948~~1,~~463~~217,930)
Total Stockholders' Deficit			$	(1,~~109~~148,~~002~~770)	$	(~~989~~1,~~426~~109,002)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$	~~180~~(254,158)	$	92180
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements

F-2

CATALYST RESOURCE GROUP, INC
FORMERLY JEANTEX GROUP, INC
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
								From Re-entering of
								Development Stage
								January 1, 2007 to
				(audited)				January 1, 2007 to
				2010		2009		December 31, 2010
				2011		2010		December 31, 2011
NET SALES			$	-	$	-	$	-
COST OF GOODS SOLD				-		-		-
GROSS PROFIT				-		-		-
OPERATING EXPENSES:
	General and administration			~~186~~56,~~771~~647		51186,~~704~~771		~~359~~415,~~182~~829
	Bad Debts			-		-		617,336
		Total Operating Expenses		~~186~~56,~~771~~647		51186,~~704~~771		~~976~~1,~~518~~033,165
Income(Loss) from Operations				(~~186~~56,~~771~~647)		(51186,~~704~~771)		(~~976~~1,~~518~~033,165)
OTHER INCOME (EXPENSES)
	Interest expense			(78236,~~123~~517)		(5578,~~563~~123)		(~~236~~473,~~839~~356)
	Change in fair value of derivative			(442,~~574~~896)		-(4,574)		(447,~~574~~470)
		Total other income (expense)		(82,697)		(55,563)		(241,413)
	Other Income			17,784				17,784
NET INCOME(LOSS)			$	(269,468)	$	(107,267)	$	(1,217,931)
		Total other income (expense)		(261,629)		(82,697)		(503,042)
NET INCOME(LOSS)			$	(318,276)	$	(269,468)	$	(1,536,207)
Weighted average number of Class A shares
	outstanding-basic and diluted			96131,~~539~~025,~~092~~755		96,~~258~~539,~~196~~092
Basic and diluted net loss per share-Class A			$	(0.00)	$	(0.00)
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements

F-3

CATALYST RESOURCE GROUP, INC
FORMERLY JEANTEX GROUP, INC.
FORMERLY JEANTEX GROUP, INC
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM RE-ENTERING OF DEVELOPMENT STAGE JANUARY 1, 2007 THROUGH THE YEAR ENDED DECEMBER 31,2010
FROM DECEMBER 31, 2009 THROUGH THE YEAR ENDED DECEMBER 31, 2011
(audited)
								Accumulated	Accumulated
			Class A					Deficit	Deficit
	Class A		Common Stock	Class B		Additional		Prior to	During	Stockholders'
	Common Stock		Shares to be	Common Stock		Paid-In	Subscription	Development	Development	Deficit
	Shares	Amount	issued	Shares	Amount	Capital	Receivable	Stage	Stage	Totals
Balance, December 31, 2005	82,228,764	$ 82,229	$ 2,611,280	9,958	$ 10	$ 13,624,556	$ (183,750)	$ (9,992,349)		6,141,976
Shares issued for acquisition	10,000,000	10,000	(1,800,000)	-	-	1,790,000	-	-		-
Shares issued for cash	2,117,193	2,117	(492,850)	-	-	498,983	-	-		8,250
Shares issued for services	1,912,239	1,912	(270,000)	-	-	784,150	-	-		516,062
Net loss	-	-	-	-	-	-	-	(6,777,651)		(6,777,651)
Balance, December 31, 2006	96,258,196	96,258	48,430	9,958	10	16,697,689	(183,750)	(16,770,000)	-	(111,363)
Subscription cancelled	-	-	(48,430)	-	-	-	48,430	-	-	-
Payment received for prior subscription	-	-	-	-	-	-	62,600	-	-	62,600
Imputed interest on loan from related party	-	-	-	-	-	2,498	-	-	-	2,498
Net loss -	-	-	-	-	-	-	-	-	(756,594)	(756,594)
Balance, December 31, 2007	96,258,196	96,258	-	9,958	10	16,700,187	(72,720)	(16,770,000)	(756,594)	(802,859)
Write off subscription receivable	-	-	-	-	-	(72,720)	72,720	-	-	-
Imputed interest on loan from related party	-	-	-	-	-	2,498	-	-	-	2,498
Net loss	-	-	-	-	-	-	-	-	(84,602)	(84,602)
Balance, December 31, 2008	96,258,196	96,258	-	9,958	10	16,629,965	-	(16,770,000)	(841,196)	(884,963)
Imputed interest on loan from related party	-	-	-	-	-	2,805	-	-	-	2,805
Net loss	-	-	-	-	-	-	-	-	(107,267)	(107,267)
Balance, December 31, 2009	96,258,196	96,258	-	9,958	10	16,632,770	-	(16,770,000)	(948,463)	(989,425)
Imputed interest on loan from related party						3,487				3,487
Shares issued for consulting fee	3,000,000	3,000				132,000				135,000
Shares issued for debt conversion Asher note	860,215	860				10,544				11,404
Net loss									(269,468)	(269,468)
Balance, December 31, 2010	100,118,411	$ 100,118	-	9,958	$ 10	$ 16,778,~~800~~801	-	$ (16,770,000)	$ (1,217,931)	$ (1,109,~~003~~002)
The accompanying notes are an integral part of these financial statements.
Imputed interest on loan from related party						3,604				3,604
Shares issued for debt conversion Asher note	5,538,839	5,539				206,757				212,296
Shares issued for Rerun Recovery	150,000,000	150,000				(150,000)				-
Net loss									(318,276)	(318,276)
Balance, December 31, 2011	255,657,250	105,657	-	9,958	10	16,839,162	-	(16,770,000)	(1,217,931)	(1,211,377)
The accompanying notes are an integral part of these financial statements

F-4

CATALYST RESOURCE GROUP, INC
FORMERLY JEANTEX GROUP, INC
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
AND THE PERIOD FROM RE-ENTERING THE DEVELOPMENT STAGE, JANUARY 1, 2007 TO DECEMBER 31,2010
AND THE PERIOD FROM RE-ENTERING THE DEVELOPMENT STAGE, JANUARY 1, 2007 TO DECEMBER 31, 2011
						Period From
						January 1, 2007
						(re-entering
						development stage) to
		(audited)				development stage) to
		2010		2009		December 31, 2010
		2011		2010		December 31, 2011
Cash Flows From Operating Activities:
Net loss	$	(~~269~~318,~~468~~276)	$	(~~107~~269,~~267~~468)	$	(1,~~217~~536,~~931~~207)
Adjustments to reconcile net loss to net cash used
in operating activities:
Bad debts		-		-		617,336
Gain on Conversion Note				-		617,336
Imputed interest charged to equity		3,~~487~~604		23,~~804~~487		1114,~~287~~891
Amortization of Discount		20178,~~226~~560		-20,226		20198,~~226~~786	~~@QB: Interest Expense-Finance Charge~~
Issuance of shares for consulting services		~~135,000~~-		-135,000		135,000
Changes in fair value of derivative liability		4,574		-		4,574
Excess fair value of derivative over face amount of notes				-		-
Changes in assets and liabilities:
Changes in fair value of derivative liability		42,896		4,574		47,470
Decrease in deposits and prepaid expenses		-		-		46,816
Changes in assets and liabilities:
Increase(decrease) in accounts payable		6,152		7,028		(17,653)
Decrease in deposits and prepaid expenses		-		-		46,816
Increase in accrued expenses		56,102		51,833		183,891
Increase(decrease) in accounts payable		16,803		6,152		(850)
Total adjustments		225,540		61,665		1,001,476
Increase in accrued expenses		19,515		56,101		203,406
Net cash used in operating activities		(43,928)		(45,602)		(216,455)
Total adjustments		261,379		225,540		1,262,856
Cash Flows From Financing Activities:
Net cash used in operating activities		(56,897)		(43,928)		(273,351)
Proceeds from notes - related parties		24,241		45,475		130,283
Cash Flow From Investing Activities:
Payment of Notes- related parties		(40,666)		-		(40,666)
Increase in notes receivable		-		-		-
Proceeds from notes		65,440		-		65,440		(Total short-term loan proceeds from Jonny Park, Asher and Tony Hung Nguyen)
Net cash used in investing activities		-		-		-
Payment on notes		(5,000)		-		(5,000)		Payment in short-term loan (Johny Park)
Cash Flow From Financing Activities:
Payments of lines of credit		-		-		(1,270)
Proceeds from notes - related parties		16,177		24,241		146,460
Stock issued for cash		-		-		62,600
Payment of Notes- related parties		(148,460)		(40,666)		(189,126)
Net cash provided by financing activities		44,015		45,475		211,387
Proceeds from notes		189,000		65,440		254,440
Increase(decrease) in cash		88		(127)		(5,067)
Payment on notes		-		(5,000)		(5,000)
Cash - Beginning of period		92		219		5,247
Payments of lines of credit		-		-		(1,270)
Cash - End of period	$	180	$	92	$	180
Payment received from prior subscription		-		-		-
Supplemental Cash Flow Information:
Stock issued for cash		-		-		62,600
Interest paid	$	-	$	1,000	$	19,177
Net cash provided by financing activities		56,717		44,015		268,104
Taxes paid	$	-	$	-	$	-
Increase(decrease) in cash		(180)		88		(5,247)
Non-cash investing and financing activities:
Cash - Beginning of period		180		92		5,247
Debt discount	$	44,090	$	-	$	44,090
Cash - End of period	$	0	$	180	$	0
The accompanying notes are an integral part of these financial statements.
Supplemental Cash Flow Information:
Interest paid	$	-	$		$	19,177
Taxes paid	$	-	$	-	$	-
Non-cash investing and financing activities:
Debt Discount	$	213,466		44,090.00	$	257,556
Relief of derivative liability due to conversion	$	87,000		-	$	87,000
The accompanying notes are an integral part of these financial statements

F-5

Catalyst Resource Group, Inc

Formerly Jeantex Group, Inc

(Development Stage Company)

Notes to Consolidated Financial Statements

December 31, ~~2010~~2011

NOTE 1 - DESCRIPTION OF BUSINESS

Catalyst Resource Group, Inc., formerly Jeantex Group, Inc., (the "Company") is a Florida corporation, originally incorporated as an Idaho corporation on August 23, 1947 as Western Silver Lead Corporation. Western Silver Lead Corporation (“WSL”) was organized to explore for, acquire and develop mineral properties in the state of Idaho and the western United States. During the past several years WSL's activities have been confined to annual assessment and maintenance work on its Idaho mineral properties and other general and administrative functions. As of September 30, 2000, no proven or probable reserves had been established at any of WSL's mineral properties. On November 1, 2001, WSL entered into an Asset Purchase Agreement to transfer all of its interest in its properties to WSL, LLC, an entity controlled by its former president and director, who is the father of the president and director of WSL at that time. On August 16, 2002, WSL’s shareholders ratified this agreement. On September 24, 2003 the parent Western Silver-Lead Corporation, an Idaho corporation, merged into the wholly-owned subsidiary Western Silver-Lead Corporation, a Florida corporation, whereby each shareholder of the Idaho corporation’s Class A and Class B common stock, par value $0.001, received one share of common stock and Class B common stock, respectively, par value $0.001, of the Florida corporation. The merger was between the parent and the subsidiary corporation and the subsidiary became a surviving corporation.

On September 29, 2003 the Company entered into an Agreement of Merger with Lexor International, Inc, ("Lexor") a Maryland Corporation. Pursuant to the Merger Agreement, the Company issued 10,867,000 shares of its Class A common stock to Lexor's shareholders in exchange for all issued and outstanding shares of the Lexor's common stock. On October 1, 2003, the Company changed its name to Lexor Holdings, Inc. On October 3, 2003 the board of directors of the Company resigned and Christopher Long was appointed as the new president of the Company.

On March 31, 2005 Company entered into a Rescission Agreement with Lexor International, Inc., which terminated the merger agreement. Terms of the Rescission Agreement called for the cancellation of 10,867,000 shares of its Class A common stock issued to Christopher Long and Ha Nguyen, the spouse of Christopher Long, the return of all its pre-merger assets, assumption of any and all liabilities associated with to the pedicure spa business by Lexor International, Inc. The spa business was considered to be discontinued operations of Jeantex Group, Inc.

On June 22, 2005, the Company entered into a Stock Purchase Agreement with Jeantex, Inc., a California corporation. On June 29, 2005, the transaction contemplated in the Stock Purchase Agreement was completed and a Closing Memorandum was executed by all parties. The Company agreed to issue 20,000,000 shares of its Class A common stock to Jeantex, Inc.'s shareholder in exchange for 100% of the issued and outstanding equity interest of Jeantex, Inc. and issue 36,350,000 shares of its Class A common stock for consulting and reorganization expenses in connection with this transaction. On June 29, 2005 the board of director of the Company approved resolutions to the stock transfer agent to issue shares to Jeantex pursuant to the Agreement. The shares of Lexor Holdings, Inc. common stock to be issued shall be restricted pursuant to Rule 144.

F-6

Catalyst Resource Group, Inc

Formerly Jeantex Group, Inc

(Development Stage Company)

Notes to Consolidated Financial Statements

December 31, ~~2010~~2011

On December 20, 2005, the Company entered into a Stock Purchase Agreement with Yves Castaldi Corporation, a California corporation. Pursuant to the terms of the Agreement, Jeantex Group, Inc. has agreed to acquire 51% of the total issued and outstanding equity interests of Castaldi (10,408 shares of the common stock) in exchange for the payment of $650,000 in cash ($50,000 paid on December 29, 2005 and an executed promissory note for the remaining $600,000 of which $300,000 is to be used for working capital) and the issuance of 10,000,000 newly-issued shares of Jeantex Group, Inc. common stock. The 10,000,000 shares of Jeantex restricted common stock will be vested on a pro-rata basis, based on a minimum of $10,000,000 in revenues and between $2.5 and $3.0 million in net profit to be generated by Yves Castaldi Corporation in the next 12 months. The closing of this acquisition occurred December 30, 2005. In June 2006, this Stock Purchase Agreement was amended whereby the Company has agreed to reduce its stake in Castaldi from 51% to 20% of the total issue and outstanding number of shares of Castaldi. Castaldi has agreed to retain only 4,000,000 of the 10,000,000 shares originally issued to it pursuant to the Agreement and will also retain $226,650 paid to Castaldi by the Company as consideration for the Company's 20% stake in Castaldi. The four million (4,000,000) shares of common stock retained by Castaldi will be vested on a pro-rata basis based on Yves Castaldi Corporation's projected revenues of $10,000,000 and net profits of $2,000,000 in the next twenty-four months commencing July 1, 2006. In the event said target revenues and profitability are not reached within said twenty-four months, the amount of vested shares shall be adjusted accordingly on a pro-rata basis. The remaining 6,000,000 shares will be surrendered by Castaldi.

During the fourth quarter of Fiscal Year 2006, Jeantex, Inc. discontinued its private label manufacturing business, ~~sold its fully depreciated equipment~~ and began to look for sourcing opportunities in Asia. As of the date of this report, the Company has not entered into any definitive agreement with a sourcing partner for its private label business. The Company has been inactive and seeking ~~for~~ an acquisition opportunity. ~~The~~in ~~Company re-entered the development stage on January 1, 2007~~another industry.

On April 05, 2010, the Company changed its name to Catalyst Resource Group, Inc. to reflect its new intended scope of business.

~~Management~~On ~~has~~May ~~taken~~5, ~~various~~2011, ~~steps~~the toCompany ~~revise~~entered ~~its~~into ~~operating~~a ~~and~~Business ~~financial~~Cooperation Agreement ~~requirements,~~with ~~which~~Rerun itRecovery, ~~believes~~Inc., ~~are~~a ~~sufficient~~Nevada corporation, to ~~provide~~utilize the ~~Company~~proprietary ~~with~~pre-treatment ~~the~~and ~~ability~~separation technologies owned by Rerun Recovery to ~~continue~~process onand sell platinum group metals (PGMs) and gold from a mine in ~~the~~Alaska ~~subsequent~~and ~~year~~one in Oregon to industrial and private users. ~~Management~~The ~~devoted~~Company ~~considerable~~will ~~effort~~share ~~during~~70% net profits of the ~~year~~processed ~~ended~~minerals ~~December~~from 31these mines with Rerun Recovery. According to the Business Cooperation Agreement, ~~2010~~the ~~towards~~Company ~~management~~is ofresponsible ~~liabilities~~for ~~and~~the ~~improving~~costs of the operations. ~~Management~~of ~~believes~~the ~~that~~mines ~~the~~and ~~above~~for ~~actions~~building new ~~will~~processing ~~allow~~facilities. On October 24, 2011, the Company issued 150,000,000 shares of restricted common stock to ~~continue~~Rerun Recovery, Inc. and its ~~operations~~designees ~~through~~pursuant to the ~~next~~referenced ~~fiscal~~Business ~~year~~Cooperation Agreement.

F-7

Catalyst Resource Group, Inc

Formerly Jeantex Group, Inc

(Development Stage Company)

Notes to Consolidated Financial Statements

December 31, ~~2010~~2011

NOTE 2 – GOING CONCERN

The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company's current liabilities exceed current assets by $1,~~109~~211,~~003~~377. The Company has an accumulated deficit of $1718,~~987~~306,~~931~~206 at December 31, ~~2010~~2011. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and to succeed in its future operations. ~~The~~Management has taken various steps to revise its operating and financial ~~statements~~requirements, dowhich ~~not~~it ~~include~~believes ~~any~~are ~~adjustments~~sufficient ~~relating~~to provide the Company with the ability to continue on in the ~~recoverability~~subsequent year. ~~and~~Management ~~classification~~devoted ofconsiderable ~~recorded~~effort ~~asset~~during ~~amounts~~the oryear ~~amounts~~ended ~~and~~December ~~classification~~31, 2011 towards management of liabilities ~~that~~and ~~might~~improving the beoperations. ~~necessary~~Management ~~should~~believes that the ~~Company~~above beactions ~~unable~~will allow the Company to continue asits aoperations ~~going~~through ~~concern~~the next fiscal year.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) considered necessary for a fair presentation have been included.

Development Stage Company

The Company complies with Accounting Codification Standard 915-10 for its characterization of the Company as development stage.

Cash and Cash Equivalents

The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. The Company maintains its cash in bank deposit accounts that may exceed federally insured limits. The company has not experienced any losses in such accounts. The Company had no cash equivalents at December 31, ~~2010~~2011 and ~~2009~~ 2010.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results.

F-8

Catalyst Resource Group, Inc

Formerly Jeantex Group, Inc

(Development Stage Company)

Notes to Consolidated Financial Statements

December 31, ~~2010~~2011

Liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results.

Revenue Recognition

Revenue is recognized when earned. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. The Company did not have any revenue during the years ended December 31, ~~2010~~2011 and ~~2009~~2010.

Fair Value of Financial Instruments

Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of December 31, ~~2010~~2011. The Company’s financial instruments consist of cash. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.

Income Taxes

The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets likely.

Basic and Diluted Net Loss per Share

The Company follows ASC No. 260 that requires the reporting of both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. The calculation of diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with ASC No. 260, any anti-dilutive effects on net earnings (loss) per share are excluded. For the periods ended December 31, ~~2010~~2011 and ~~2009~~2010, there were no common stock equivalents.

For the year ended December 31, ~~2010~~ 2011, there were no potentially dilutive securities outstanding.

F-9

Catalyst Resource Group, Inc

Formerly Jeantex Group, Inc

(Development Stage Company)

Notes to Consolidated Financial Statements

December 31, ~~2010~~2011

Recently ~~Adopted~~issued ~~Accounting~~accounting ~~Pronouncements~~standards

~~In June 2009, the~~ The Financial Accounting Standards Board (~~FASB)~~the "F ASB") issued a ~~ASC~~new ~~Statement~~professional standard in ~~No. 105. The FASB Accounting Standards Codification and the Hierarchy~~ June of ~~Generally~~2009 ~~Accepted~~which resulted in ~~Accounting~~a ~~Principles~~major restructuring ~~(ASC 105). ASC 105 has become the single source authoritative nongovernmental~~ of U.S. ~~generally accepted~~ accounting ~~principles (GAAP), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force,~~ and ~~related accounting literature~~reporting standards. ASC 105 reorganized the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant SEC guidance organized using the same topical structure in separate sections. The ~~Company~~new ~~adopted~~professional standard, issued as ASC 105 on("ASC ~~July 1~~I 05"), ~~2009. The adoption of ASC 105 did not have an impact on~~ establishes the ~~Company’s financial position or results of operations.~~Accounting

OnStandards Codification ("Codification or ~~April 1,~~ASC") as ~~2009,~~ the ~~Company~~source of ~~adopted ASC 825-10-65, Financial Instruments – Overall – Transition and Open Effective Date Information~~ authoritative accounting principles (~~ASC 825-10-65~~"GAAP"). recognized by ~~ASC~~the ~~825-10-65~~F ASB. ~~amends~~The principles embodied in ~~ASC~~the ~~825-10~~Codification are to ~~require~~be ~~disclosures~~applied by ~~about~~nongovernmental entities ~~fair~~in the ~~value~~ preparation of financial ~~instruments~~ statements in ~~interim~~accordance with ~~financial~~generally accepted ~~statements as well as~~ accounting principles in ~~annual~~the ~~financial~~United States. Rules ~~statements~~ and ~~also~~interpretive releases of ~~amends~~the ~~ASC~~Securities and ~~270-10~~Exchange Commission ("SEC") issued under toauthority of ~~require~~federal securities laws are ~~those~~also sources of ~~disclosures~~GAAP infor SEC ~~all~~registrants. Existing GAAP ~~interim~~was ~~financial~~not intended to ~~statements.~~be ~~The~~changed as ~~adoption~~a result of ~~ASC~~the ~~825-10-65~~Codification, and accordingly the change did not ~~have a material~~ impact on the ~~Company’s~~financial ~~results~~ statements of ~~operations~~the ~~or financial condition~~Company.

OnFor the ~~April 1,~~year ending ~~2009~~December 31, ~~the Company adopted ASC 855~~2011, various Accounting ~~Subsequent Events~~ Standard Updates (~~ASC 855~~"ASU")~~. ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are~~ issued orby ~~are available to be issued. It requires~~ the FASB ~~disclosure of the date through which an entity has evaluated subsequent events and the basis for that date – that is, whether that date represents the date the financial statements~~ were either newly issued or ~~were~~had effective ~~available~~implementation dates that would require their provisions to be ~~issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date~~ reflected in the ~~set of~~ financial statements for ~~being~~the ~~presented.~~year then ended. The ~~adoption~~Company has ofreviewed the ~~ASC~~following ASU ~~855~~releases ~~did~~to determine relevance to ~~not have a material impact on~~ the Company’'s ~~results of~~ operations ~~or financial condition.~~:

On July 1, 2009, the Company adopted ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) (ASU 2009-05). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The adoption of ASU 2009-05 did not have a material impact on the Company’s results of operations or financial condition.

ASU No.	Title	Effective Date
2011-12	Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05	After December 15, 2011
2011-11	Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities	After January 01, 2013
2011-10	Property, Plant, and Equipment (Topic 360): Derecognition of in Substance Real Estate—a Scope Clarification (a consensus of the FASB Emerging Issues Task Force)	After December 15, 2013

F-10

Catalyst Resource Group, Inc

Formerly Jeantex Group, Inc

(Development Stage Company)

Notes to Consolidated Financial Statements

December 31, ~~2010~~2011

Recently Issued Accounting Standards

2011-09

Compensation—Retirement Benefits—Multiemployer Plans (Subtopic 715-80): Disclosures about an Employer’s Participation in a Multiemployer Plan

After December 15, 2012

2011-08

Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment

After December 15, 2011

InThe Company has ~~October 2009,~~either evaluated or ~~the FASB issued FASB ASU No. 2009-13, “Multiple-Deliverable Revenue Arrangements,” which~~ is ~~now~~currently evaluating the ~~codified under FASB ASC Topic 605~~implications, if ~~“Revenue Recognition.” This ASU establishes a selling price hierarchy for determining the selling price~~ any, of aeach ~~deliverable; eliminates the residual method~~ of these ~~allocation~~ pronouncements and ~~requires arrangement consideration be allocated at~~ the ~~inception~~possible impact ofthey ~~the~~may have arrangement to all deliverables using the relative selling price method; and requires a vendor determine its best estimate of selling price in a manner consistent with that used to determine the selling price of the deliverable on ~~a standalone basis. The ASU also significantly expands~~ the ~~required disclosures related to a vendor’~~ Company's ~~multiple-deliverable revenue arrangements~~ financial statements. In ~~FASB~~most ~~ASU~~cases, ~~No. 2009-13~~management has ~~was~~determined that the ~~effective~~pronouncement has oneither limited ~~a prospective basis for revenue arrangements entered into~~ or ~~materially~~no application to ~~modified~~the Company and, in ~~fiscal years beginning on or after June 15~~all cases, ~~2010,~~implementation would ~~with early adoption permitted. This ASU is~~ not ~~expected to~~ have a anmaterial impact ~~effect~~ on the ~~timing~~financial statements taken as ofa ~~revenue recognition and our consolidated results of operations or cash flows~~whole.

In October 2009, the FASB issued FASB ASU No. 2009-14, “Certain Revenue Arrangements That Include Software Elements,” which is now codified under FASB ASC Topic 985, “Software.” This ASU changes the accounting model for revenue arrangements which include both tangible products and software elements, providing guidance on how to determine which software, if any, relating to the tangible product would be excluded from the scope of the software revenue guidance. FASB ASU No. 2009-14 was effective on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. This ASU is not expected to have an effect on the timing of revenue recognition and our consolidated results of operations or cash flows.

In January 2010, the FASB issued FASB ASU No. 2010-06, “Improving Disclosures about Fair Value Measurements,” which is now codified under FASB ASC Topic 820, “Fair Value Measurements and Disclosures.” This ASU will require additional disclosures regarding transfers in and out of Levels 1 and 2 of the fair value hierarchy, as well as a reconciliation of activity in Level 3 on a gross basis (rather than as one net number). The ASU also provides clarification on disclosures about the level of disaggregation for each class of assets and liabilities and on disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. FASB ASU No. 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures requiring a reconciliation of activity in Level 3. Those disclosures will be effective for interim and annual periods beginning after December 15, 2010. The adoption of the portion of this ASU effective after December 15, 2009, as well as the portion of the ASU effective after December 15, 2010, did not have an impact on our consolidated financial position, results of operations or cash flows.

F-11

Catalyst Resource Group, Inc

Formerly Jeantex Group, Inc

(Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2010

In April 2010, the FASB issued FASB ASU No. 2010-17, “Milestone Method of Revenue Recognition,” which is now codified under FASB ASC Topic 605, “Revenue Recognition.” This ASU provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. Consideration which is contingent upon achievement of a milestone in its entirety can be recognized as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. A milestone should be considered substantive in its entirety, and an individual milestone may not be bifurcated. An arrangement may include more than one milestone, and each milestone should be evaluated individually to determine if it is substantive. FASB ASU No. 2010-17 was effective on a prospective basis for milestones achieved in fiscal years (and interim periods within those years) beginning on or after June 15, 2010, with early adoption permitted. If an entity elects early adoption, and the period of adoption is not the beginning of its fiscal year, the entity should apply this ASU retrospectively from the beginning of the year of adoption. This ASU did not have any effect on the timing of revenue recognition and our consolidated results of operations or cash flows.

In December 2010, the FASB issued FASB ASU No. 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts,” which is now codified under FASB ASC Topic 350, “Intangibles — Goodwill and Other.” This ASU provides amendments to Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not a goodwill impairment exists. When determining whether it is more likely than not an impairment exists, an entity should consider whether there are any adverse qualitative factors, such as a significant deterioration in market conditions, indicating an impairment may exist. FASB ASU No. 2010-28 is effective for fiscal years (and interim periods within those years) beginning after December 15, 2010. Early adoption is not permitted. Upon adoption of the amendments, an entity with reporting units having carrying amounts which are zero or negative is required to assess whether is it more likely than not the reporting units’ goodwill is impaired. If the entity determines impairment exists, the entity must perform Step 2 of the goodwill impairment test for that reporting unit or units. Step 2 involves allocating the fair value of the reporting unit to each asset and liability, with the excess being implied goodwill. An impairment loss results if the amount of recorded goodwill exceeds the implied goodwill. Any resulting goodwill impairment should be recorded as a cumulative-effect adjustment to beginning retained earnings in the period of adoption. This ASU is not expected to have any material impact to our future financial statements.

F-12

Catalyst Resource Group, Inc

Formerly Jeantex Group, Inc

(Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2010

In December 2010, the FASB issued FASB ASU No. 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations,” which is now codified under FASB ASC Topic 805, “Business Combinations.” A public entity is required to disclose pro forma data for business combinations occurring during the current reporting period. This ASU provides amendments to clarify the acquisition date to be used when reporting the pro forma financial information when comparative financial statements are presented and improves the usefulness of the pro forma revenue and earnings disclosures. If a public company presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) which occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The supplemental pro forma disclosures required are also expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. FASB ASU No. 2010-29 is effective on a prospective basis for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. The adoption of this ASU will not have a material effect on our consolidated financial position, results of operations or cash flows.

Reclassifications

For comparative purposes, prior period’s consolidated financial statements have been reclassified to conform with report classifications of the current period.

NOTE 4 - NOTES PAYABLE

At December 31, ~~2010~~2011 and December 31, ~~2009~~2010, notes payable consisted of the following:

Note Payable to ex-president of the Company, unsecured,

Note Payable to ex-president of the Company, unsecured,
8% interest matured September 2006,	$ 250,000
Note Payable due to individual, unsecured, 8% interest due on demand	50,000
Note Payable due to individual, unsecured, 8% interest due on demand	28,500
Note Payable due to individual, unsecured, 8% interest due on demand	25,000
Note Payable due to individual, unsecured, 8% interest due on demand	1,540
	$ 355,040

8%Interest ~~interest matured~~expense ~~September~~on ~~2006~~these notes for the years ended December 31, 2011 and 2010 were $ ~~250~~51,~~000~~492 and $35,669, respectively.

~~Note Payable due to individual, unsecured, 8% interest due on demand 50,000~~F-11

Note Payable due to individual, unsecured, 8% interest due on demand 25,000

Note Payable due to individual, unsecured, 8% interest due on demand 10,500

Note Payable due to individual, unsecured, 8% interest due on demand 7,000

Note Payable due to individual, unsecured, 8% interest due on demand 1,540

$ 351,040

Interest expense on these notes for the years ended December 31, 2010 and 2009 were $35,669 and $34,840, respectively.

F-13

Catalyst Resource Group, Inc

Formerly Jeantex Group, Inc

(Development Stage Company)

Notes to Consolidated Financial Statements

December 31, ~~2010~~2011

NOTE 5 - CONVERTIBLE PROMISSORY NOTE

The convertible notes issued to Asher Enterprises, Inc. (“Asher”) in May 2010 are due and payable on the due dates with interest of 8% per annum. These notes are convertible at the election of Asher from time to time after the issuance date. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 22% per annum and the notes become immediately due and payable. Should that occur, the Company is liable to pay Asher 150% of the then outstanding principal and interest. The note agreements contain covenants requiring Asher’s written consent for certain activities not in existence or not committed to by the Company on the issue date of the notes, as follows: dividend distributions in cash or shares, stock repurchases, borrowings, sale of assets, certain advances and loans in excess of $45,000, and certain guarantees to third-party liabilities. Outstanding note principal and interest accrued thereon can be converted in whole, or in part, at any time by Asher after the issuance date into an equivalent of the Company’s common stock determined by 58% of the average of the three lowest closing trading prices of the Company’s common stock during the ten trading days prior to the date the conversion notice is sent by Asher.

The Company’s Convertible 8% Note issued May 11, 2010 contains a conversion feature that allows for conversion into shares at a price discounted from the market price. This amount is set at 58% of the average of the three lowest stock prices over the last 10 days. Additionally, the note contains a reset provision to the exercise price and conversion price if the Company issues equity or other derivatives at a price less than the exercise price set forth in such warrants and notes. This ratchet provision results in a derivative liability in our financial statements.

We valued the conversion features in its convertible notes using a binomial lattice valuation model. The lattice model values the embedded derivatives based on a probability-weighted discounted cash flow model. This model is based on future projections of the five primary alternatives possible for settlement of the features included within the embedded derivatives, which are: (i) payments are made in cash, (ii) payments are made in stock, (iii) the holder exercises its right to convert the debentures, (iv) we exercise our right to convert the debentures, and (v) we default on the debentures. We use the model to analyze the underlying economic factors that influence which of these events will occur, when they are likely to occur, and the price of its common stock and specific terms of the debentures, such as interest rate and conversion price, that will be in effect when they occur. Based on the analysis of these factors, we use the model to develop a set of potential scenarios. Probabilities of each scenario occurring during the remaining term of the debentures are determined based on management's projections. These probabilities are used to create a cash flow projection over the term of the debentures and determine the probability that the projected cash flow will be achieved. A discounted weighted average cash flow for each scenario is then calculated and compared to the discounted cash flow of the debentures without the compound embedded derivative in order to determine a value for the compound embedded derivative.

The value of the derivative liability at December 31, 2011 ~~2010~~ is $40173,~~205~~944.

F-1412

Catalyst Resource Group, Inc

Formerly Jeantex Group, Inc

(Development Stage Company)

Notes to Consolidated Financial Statements

December 31, ~~2010~~2011

On November 29, 2010, Asher Enterprises, Inc. converted $8,000 note to 860,215 shares of the Company’s common stock. As a result, as of December 31, 2010, the convertible note payable face amount is $37,000 and due to the conversion being within the terms of the contract no gain or loss was recorded on the transaction.

NOTE 6 - PAYABLE TO RELATED PARTIES

At December 31, ~~2010~~2011 and ~~2009~~2010, notes payable to related parties consisted of the following:

2010 2009

	2011	2010
Note Payable to PHI Group Inc. related by ownership,
unsecured, 8% interest, due on demand	$85,780	$198,049
Note Payable to Philand Corporation, a subsidiary of
PHI Group Inc.	0	1,000
Short-term loan by individual, related by common
director, unsecured, interest free, due on demand	28,283	27,789
	$114,063	$226,847

~~Note~~Accounts ~~Payable~~payable toin ~~PHI~~the ~~Group~~amounts ~~Inc.~~of ~~related~~$0 byand ~~ownership~~$19,500 as of December 31, 2011 and 2010, respectively, were due to related parties.

~~unsecured,~~The 8% interest, ~~due~~payable onto ~~demand.~~ related parties were $~~198~~9,~~049~~ 562 and $17,437 ~~218~~for the year ended December 31,~~947~~ 2011 and 2010, respectively.

Note Payable to PHILand Corporation, a subsidiary of

PHI Group Inc. 1,000 1,000

Short-term loan by individual, related by common

director, unsecured, interest free, due on demand 27,798 23,325

$226,847 $ 243,272

Accounts payable in the amounts of $19,500 and $19,500 as of December 31, 2010 and 2009, respectively, were due to related parties.

The interest payable to related parties were $17,437 and $17,038 for the year ended December 31, 2010 and 2009, respectively.

NOTE 7 - INTEREST PAYABLE

Interest payable in the amounts of $~~264~~281,~~975~~649 and $~~211~~264,~~400~~ 975 as of December 31, ~~2010~~2011 and ~~2009~~2010, respectively, were due to accrued interest on notes payable owed to ex-president of the Company and several individuals.

NOTE 8 - IMPUTED INTEREST

Imputed interest at 8% in the amounts of $3,~~487~~604 and $23,~~804~~487 for the years ended December 31, ~~2010~~2011 and ~~2009~~2010, respectively, are included as an increase to additional paid in capital.

F-1513

Catalyst Resource Group, Inc

Formerly Jeantex Group, Inc

(Development Stage Company)

Notes to Consolidated Financial Statements

December 31, ~~2010~~2011

NOTE 9 - INCOME TAXES

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company currently has net operating loss carry forwards aggregating approximately $4,~~190,~~392.000, which expires through 2029. The deferred tax asset of approximately $1,~~677~~714,~~607~~ 019 related to the carry forwards has been fully reserved.

The Company has deferred income tax assets, which have been fully reserved, as follows as of December 31, ~~2010~~2011 and ~~2009~~2010:

2010 2009

	2011	2010

Deferred tax assets	$ 1,714,019	$ 1,677,607

Valuation allowance for deferred tax assets	(1,714,019)	(1,677,607)

Net deferred tax assets	$ -	$ -

Deferred tax assets $ 1,677,607 $ 1,633,000

Valuation allowance for deferred tax assets (1,677,607) (1,633,000)

Net deferred tax assets $ - $ -

NOTE 10 - FAIR VALUE ACCOUNTING

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes the financial assets and liabilities measured at fair value, on a recurring basis as of December 31, ~~2010~~2011:

Carrying

Fair Value Measurements Using

Value

Level 1

Level 2

Level 3

Total

Derivative liabilities

40173,~~205~~944

Totals

40173,~~205~~944

F-1614

Catalyst Resource Group, Inc

Formerly Jeantex Group, Inc

(Development Stage Company)

Notes to Consolidated Financial Statements

December 31, ~~2010~~2011

Level 3 Valuation Techniques

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Our Level 3 liabilities consist of the derivative liabilities associated with certain preferred stock issuances and freestanding warrants that contain down round provisions.

The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs during the quarter ended December 31, ~~2010~~2011:

		Derivative
Roll-forward of Derivative Net Liabilities
		Liabilities
Derivative balance at 12.31.2010	$ 40,205
Balance, January 1, 2010		$	0
Derivative balance at issuance (January 11, 2011)	$ 40,666
Addition			44,090
Derivative balance at issuance (March 10, 2011)	$ 39,035
Debt conversion			8,459
Change due to Mark to Market	$ 3,516
Total realized/unrealized (gains) or losses:
Conversion of Note	$ (44,102)
Included in other income (expense)			(4,574)
Derivative balance at 03.31.2011	$ 79,320
Transfers in and/or out of Level 3			-
Derivative balance at issuance (April 15, 2011)	$ 39,658
Balance, December 31, 2010		$	40,205
Change due to Mark to Market	$ 20,562
Derivative balance at 06.30.2011	$ 139,540
Derivative balance at issuance (July 1, 2011)	$ 48,760
Derivative balance at issuance (July 29, 2011)	$ 45,346
Change due to Mark to Market	$ 78,471
Conversion of Note	$ (58,559)
Derivative balance at 09.30.2011	$ 253,558
Change due to Mark to Market	(59,653)
Conversion of Note	$ (19,960)
Derivative balance at 12.31.2011	$ 173,944

F-1715

Catalyst Resource Group, Inc

Formerly Jeantex Group, Inc

(Development Stage Company)

Notes to Consolidated Financial Statements

December 31, ~~2010~~2011

NOTE 11 - STOCKHOLDERS' EQUITY

Pursuant to the amendment of the Articles of Incorporation of the Company as filed with the Secretary of State, Florida, on October 1, 2003, the authorized common stock has been divided into two classes known as Common Stock (previously known as Class A Common Stock) and Class B assessable common stock.

Common Stock

On ~~November~~January 193, ~~2010~~2011, ~~the~~Asher ~~Company issued 3~~Enterprises,~~000,000~~ ~~shares~~Inc. ~~for~~converted ~~consulting services recorded at~~ $~~135~~10,000 of ~~based on~~ the ~~fair~~convertible ~~market~~promissory ~~value~~note ofinto ~~the~~819,672 shares onof the ~~date~~Company’s ofcommon ~~the agreement~~stock.

On ~~November~~January 2919, ~~2010~~2011, Asher Enterprises, Inc. converted $8,000 of the convertible promissory note tointo ~~860~~425,~~215~~532 shares of the Company’s common stock.

AtOn ~~December~~January 3121, ~~2010~~2011, ~~the~~Asher ~~Company~~Enterprises, ~~has~~Inc. ~~authorized~~converted ~~for issue~~$10, ~~299,990,~~000 ~~shares~~ of ~~Common~~the ~~Stock~~convertible ~~with~~promissory anote ~~par~~into ~~value of $0.001. Common Stock issued and outstanding of 100~~578,~~118,411~~035 shares isof ~~fully~~the ~~paid~~Company’s ~~and~~common ~~non-assessable~~stock.

On February 17, 2011, Asher Enterprises, Inc. converted $9,000 of the convertible promissory note into 654,545 shares of the Company’s common stock.

On July 21, 2011, Asher Enterprises, Inc. converted $12,000 of the convertible promissory note into 379,747 shares of the Company’s common stock.

On July 25, 2011, Asher Enterprises, Inc. converted $10,000 of the convertible promissory note into 315,457 shares of the Company’s common stock.

On July 29, 2011, Asher Enterprises, Inc. converted $12,000 of the convertible promissory note into 378,549 shares of the Company’s common stock.

On October 17, 2011, Asher Enterprises, Inc. converted $6,000 of the convertible promissory note into 400,000 shares of the Company’s common stock.

On October 24, 2011, the Company issued 150,000,000 shares of restricted common stock to Rerun Recovery, Inc., a Nevada corporation, and its designees pursuant to the Business Cooperation Agreement dated May 05, 2011 between Rerun Recovery, Inc. and the Company. Consequentially, Rerun Recovery, Inc. and its designee(s) have become controlling shareholders of the Company.

F-16

Catalyst Resource Group, Inc

Formerly Jeantex Group, Inc

(Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2011

On December 12, 2011, Asher Enterprises, Inc. converted $10,000 of the convertible promissory note into 1,587,302 shares of the Company’s common stock. At December 31, 2011, the Company has authorized for issue 299,990,000 shares of Common Stock with a par value of $0.001. Common Stock issued and outstanding of 255,657,250 shares is fully paid and non-assessable.

Class B Common Stock

At December 31, ~~2010~~2011, the Company has authorized for issue, 10,000 shares of Class B Common Stock with a par value of $0.001. Class B Common Stock issued and outstanding of 9,958 shares is assessable, provided however, that any assessments levied upon Class B shares are considered as contributions to capital and must be repaid from net profits before dividends are declared or paid to any Common Stock or Class B Common Stock shareholders. Class B capital assessments can be levied at any time by the Board of Directors at their discretion. Shareholders who fail to pay assessments levied on their Class B shares lose ownership of the shares and the shares are returned to the treasury.

Preferred Stock

The Company has 100,000,000 shares of authorized Preferred Stock, with a par value of $0.001. As of the date of this report, the Company has not issued any Preferred Stock.

NOTE 12- SUBSEQUENT EVENT

On January 1116, ~~2011~~2012, ~~the~~Asher ~~Company~~Enterprises, ~~issued~~Inc. aconverted ~~second~~$10,000 principal amount of the Convertible Promissory Note todated ~~Asher~~March ~~for~~10, ~~$40~~2011 into 1,~~000~~785,714 ~~under~~shares ~~similar~~of ~~terms~~common ~~and~~stock ~~conditions~~of the Company.

On February 10, 2012, the Company amended its Articles of Incorporation to reclassify 100,000,000 shares of authorized Preferred Stock of the Company, par value $0.001, as non-assessable common stock.

On February 10, 2012, a creditor of the Company converted $50,000 principal amount of a convertible note dated March 1, 2007 and $40,000 accrued interest thereof into 90,000,000 shares of common stock of the Company. Also on February 10, 2012, another creditor of the Company converted $28,500 principal amount of convertible promissory notes dated June 14, 2006 and $11,552.51 accrued interest and penalty thereof into 40,052,510 shares of common stock of the Company.

On February 13, 2012, Asher Enterprises, Inc. converted $8,000 principal amount of the Convertible Promissory Note dated March 10, 2011 into 2,580,645 shares of common stock of the Company.

On February 28, 2012, Asher Enterprises, Inc. converted $12,000 principal amount of the Convertible Promissory Note dated March 10, 2011, together with $1,600 accrued and unpaid interest thereto, totaling $13,600 into 3,487,179 shares of common stock of the Company.

F-17

Catalyst Resource Group, Inc

Formerly Jeantex Group, Inc

(Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2011

On March 01, 2012, Asher Enterprises, Inc. converted $15,000 principal amount of the Convertible Promissory Note dated April 5, 2011 into 3,488,372 shares of common stock of the Company.

On March 07, 2012, Asher Enterprises, Inc. converted $12,000 principal amount of the Convertible Promissory Note dated April 5, 2011 into 12,121,212 shares of common stock of the Company.

On March 08, 2012, Asher Enterprises, Inc. converted $25,000 principal amount of the Convertible Promissory Note dated April 5, 2011 into 10,640,000 shares of common stock of the Company.

On March 15, 2012, Asher Enterprises, Inc. converted $16,000 principal amount of the Convertible Promissory Note dated April 5, 2011 into 12,307,692 shares of common stock of the Company.

On March 16, 2012, the Company amended its Articles of Incorporation to increase its authorized capital stock to 1,000,000,000 shares of Common Stock, par value $0.001 per share, and 200,000,000 of shares of Preferred Stock, par value $0.001 per share, as follows: 999,990,000 shares designated as non-assessable Common Stock, par value $0.001 per share, 10,000 shares designated as Class B assessable Common Stock, par value $0.001 per share, and 200,000,000 shares designated as Preferred Stock, par value $0.001 per share. The shares of Common Stock and Class B assessable Common Stock are entitled to one vote for each share on all matters to be voted on by stockholders. The Board of Directors of the Corporation may fix and determine the designations, rights, preferences or other variations of each class or series within each class of the shares of Preferred Stock. The increase of the Company’s authorized capital does not alter the rights of shareholders of any class of stock of the Company. A majority of the shareholders of the Company approved the amendment of the Articles of Incorporation on March 1, 2012.

On March 13, 2012, the Company dismissed MKCPAS as its independent auditor. On April 11, 2012, the Company appointed Dave Banerjee, CA as its new independent auditor.

On April 17, 2012, the Company received a notice of default by Asher Enterprises, Inc. with respect to the outstanding balances convertible promissory notes dated June 17, 2011 and August 1, 2011 between the Company and Asher Enterprises, Inc. due to the delay of Company’s filing of Form 10 K for the fiscal year ended December 31, 2011.

On April 18, 2012, the Company issued 25,000,000 shares of restricted common stock of the Company to an accredited investor for $25,000.00.

On April 13, 2012, the Company issued a seventh Convertible Promissory Note to Asher for $15,000 under similar terms and conditions as contained in the previous convertible promissory notes.

F-18

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation, under the supervision and with the participation of the Company’s management, was carried out including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, the disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management, including the principal executive officer and principal financial officer, does not expect that its disclosure controls and procedures or its internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, management ~~performed~~ performed additional analysis and other post-closing procedures in an effort to ensure its consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Management’s Report on Internal Control Over Financial Reporting.

1. Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Management assessed the effectiveness of its internal control over financial reporting as of December 31, ~~2010~~2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses were identified. As of December 31, 2011, effective controls over the control environment were not maintained. Specifically, a formally adopted a written code of business conduct and ethics that governs to the Company’s employees, officers and directors was not in place. Additionally, management has not developed and effectively communicated to its employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

1. As of December 31, 2010, effective controls over the control environment were not maintained. Specifically, a formally adopted a written code of business conduct and ethics that governs to the Company’s employees, officers and directors was not in place. Additionally, management has not developed and effectively communicated to its employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.27

2. As of December 31, ~~2010~~2011, effective controls over financial statement disclosure were not maintained. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, ~~2010~~ 2011, based on the criteria established in "Internal Control-Integrated Framework" issued by the COSO.

Changes in Internal Control Over Financial Reporting.

No change in the Company’s internal control over financial reporting occurred during the year ended December 31, ~~2010~~2011, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

ITEM 9B. OTHER MATTERS

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Executive Officers and Directors:

Name Age Positions and Offices Held

Name	Age	Positions and Offices Held

Henry D. Fahman	57	Chairman, Interim President since March 31, 2005

Daniel St. John	63	Director since April 30, 2010

~~Henry~~The D.current ~~Fahman 56 Chairman,~~board ~~Interim~~of ~~President~~directors ~~since~~of ~~March~~the ~~31,~~Company ~~2005~~consists of two members.

Daniel St. John 62 Director since April 30, 2010.

The current board of directors of the Company consists of two members

Business Experience of Directors and Executive Officers:

Henry Fahman, Director

Henry D. Fahman is currently Interim Chief Executive and Acting Financial Officer of the Company and has been President and Chairman of the Board of PHI Group Inc., a corporation currently trading on the OTCQB Market under the symbol "~~PHIE~~PHIL", since January 14, 2000. He holds a B.S., magna cum laude, in business administration from the University of California at Berkeley, with emphasis in finance and economic analysis and policy, and is a graduate of the Advanced Management Program from Harvard Business School. He has also attended other Executive Education programs at Harvard Business School and Stanford University, including Mergers and Acquisitions, Creating Competitive Advantage, and Advanced General Management. Previously, he served as a Resettlement Coordinator for the United Nations High Commissioner for Refugees. Mr. Fahman is currently Chairman of Philand Ranch Ltd, a United Kingdom corporation ~~currently~~ listed on the Frankfurt Stock Exchange ~~under the symbol “1P8”~~.

Daniel St. John, Director

Mr. St. John holds a Bachelors of Science Degree from the University of Las Vegas and has over 30 years of experience in mergers and acquisitions in the areas of real estate, energy, manufacturing, distribution, services, and technology. Since 1989, Mr. St. John has pursued his continual interest in the fields of mining, oil & gas, investment banking, and manufacturing. Mr. St. John ~~has~~ served as a Corporate Strategist for PHI Group, Inc., a company traded on the OTCQB Market, ~~since~~from 2002 to 2011. Currently Mr. St. John is a member of the Board of Directors of Maisy Mae Mining Inc., a New Brunswick corporation, Canada, and of Philand Ranch Ltd., a United Kingdom corporation listed on the Frankfurt Stock Exchange.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers:

On April 30, 2010 the Board of Directors of the Company appointed Daniel St. John as a new member of the Board of Directors to serve until the next shareholder meeting.

Audit Committee and Financial Expert:

We do not have an audit committee and do not have the resources to expand our management at this time, nor do we have a financial expert on our Board of Directors as that term is defined by Item 401(e) 2.13.

Section 16(A) Beneficial Ownership Reporting Compliance:

Section 16(a) of the Securities Exchange Act of 1934 requires those Company's executive officers and holders of 5% or more of the Company's common stock file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and stockholders holding more than 5% of the Company's common stock are required by the regulation to provide the Company with copies of all Section 16(a) forms they have filed.

Code of Ethics:

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

ITEM 11. EXECUTIVE COMPENSATION

Any compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of Directors. Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf.

The following table sets forth compensation paid by the Company to the executive officers.

Name and Principal Position	Year	Annual Compensation			Long-term Compensation			All Other Compensation
		Salary	Bonus	Other Annual Compensation	Awards		Payouts
					Restricted Stock Award(s)	Securities Underlying Options/SARs	LTIP Payouts
Henry Fahman (Interim CEO/CFO)	2011 2010 2009 ~~2008~~	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0

Compensation of Directors:

Our current directors do not receive extra compensation for their service on our board of directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Section 16(a) Beneficial Ownership Reporting Compliance

The following table sets forth information, as of December 31, ~~2010~~2011, with respect to the number of shares beneficially owned by individual and directors and officers and by all directors and officers of the Company as a group, and by persons known to own more than 5% of the Company's shares.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class (1)
Henry Fahman, Chairman/ Interim CEO/CFO 17011 Beach Blvd., Suite 1230 Huntington Beach, CA 92647	2,000,000 Common Stock, Non-assessable shares	2.08 % of Common Stock
Rerun Recovery, Inc.	87,000,000 Common Stock Non-assessable shares	34.03 % of Common Stock
Providential Foundation, Inc. 11216 Central Ave. South El Monte, CA 91733	3,407,000 Common Stock Non-assessable shares	4.19 % of Common Stock
PHI Group, Inc. 17011 Beach Blvd., Suite 1230 Huntington Beach, CA 92647	22,535,714 Common Stock Non-assessable shares	8.81 % of Common Stock
Providential Capital, Inc. 17011 Beach Blvd., Suite 1230 Huntington Beach, CA 92647	3,289,667 Common Stock Non-assessable shares	3.42 % of Common Stock
Sigma Unlimited, Inc.	45,000,000 Common Stock Non-assessable shares	17.60% of Common Stock
PHI Group, Inc. 17011 Beach Blvd., Suite 1230 Huntington Beach, CA 92647	22,535,714 Common Stock Non-assessable shares	22.51 % of Common Stock
Henry D. Fahman 17011 Beach Blvd., Suite 1230 Huntington Beach, CA 92647	2,000,000 Common Stock Non-assessable shares	0.8% of Common Stock
Cede & Co (DTC)	16,218,261 Common stock 1,111 Common B shares	16.20% of Common Stock
Christopher Long 1621 Cole Street Baltimore, MD 21223	8,867,000 Common Stock Non-assessable shares	8.86% of Common Stock
All Directors and Executive Officers as a group	41,764, 381 Common Stock Non-assessable shares	43.39 % of Common Stock

(1) Based upon ~~100~~255,~~118~~657,~~411~~ 250 shares of ~~Non~~non-assessable Common Stock and 9,958 shares of Class B ~~Assessable~~assessable Common Stock issued as of December 31, ~~2010~~2011.

PHI Group, Inc.: As of December 31, ~~2010~~2011, the Company owes $~~198~~85,~~049~~780.35 to PHI Group, Inc., a shareholder of the Company with a mutual CEO/Director. This loan is unsecured, carries 8.5% interest per annum, and due on demand. ~~The Company also has a balance of $19,500 in accounts payable to PHI Group, Inc.~~

Henry Fahman: The Company owes $2728,~~978~~282.93 to the interim CEO/CFO of the Company as of December 31, ~~2010~~2011.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The Company recorded a total fee of $1324,~~500~~250 to M & K CPAs, PLLC related to the ~~audits~~audit for the ~~years~~year ended December 31, ~~2009~~2010 and quarterly reviews inending ~~2010~~September ~~during the year ended December~~ 31, ~~2010~~2011.

All Other Fees

The Company did not incur or pay any non-audit fees for the years ~~2010~~2011 or ~~2009~~2010.

~~PART IV~~31

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

FINANCIAL STATEMENTS

The following financial statements of Catalyst Resource Group, Inc. are included:

Consolidated Balance Sheets — — December 31, ~~2010~~2011 and ~~2009~~ 2010

Consolidated Statements of Operations — For years ended December 31, ~~2010~~2011 and ~~2009~~2010

Consolidated Statements of Cash Flows — For years ended December 31, ~~2010~~2011 and ~~2009~~2010

Consolidated Statements of Owners’ Equity — For years ended December 31, ~~2010~~2011 and ~~2009~~2010

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm (MDave &Banerjee ~~K CPAs~~CPA, ~~PLLC~~An Accountancy Corporation)

EXHIBITS AND REPORTS ON FORM 8-K

(A) Exhibits

Exhibit No. Description __________________

3(i)1 Articles of Incorporation, as amended, filed as Exhibit 3(a) to the Company's Form 10 K for the year ended September 30, 1983.

3(i)2 Articles of Amendment to the Articles of Incorporation, filed as Exhibit B to the Company's Definitive Proxy Statement on Schedule 14A, filed on May 22, 2002.

3(i)3 Articles of Amendment to the Articles of Incorporation of Western Silver-Lead Corporation dated September 29, 2003, filed May 3, 2006 as Exhibit 3(i)3 to the Company's Form 10KSB for the year ended December 31, 2005.

3(i)4 Articles of Amendment to the Articles of Incorporation of Lexor Holdings dated June 29, 2005, filed May 3, 2006 as Exhibit 3(i) 4 to the Company's Form 10KSB for the year ended December 31, 2005.

3(ii)1 By-laws, as amended, filed as Exhibit 3(b) to the Company's Form 10 K for the year ended September 30, 1983.

3(ii) 2 By-laws, as amended, filed May 3, 2006 as Exhibit 3(ii) 2 to the Company's Form 10KSB for the year ended December 31, 2005.

10(i)1 Asset Purchase Agreement between the Company and WSL, LLC, filed as Exhibit D to the Company's Definitive Proxy Statement on Schedule 14A, filed on May 22, 2002.

31.1 Rule 13a-14a/15d-14(a) Certification of Chief Executive Officer

31.2 Rule 13a-14a/15d-14(a) Certification of Financial Officer

32.1 Section 1350 Certification of Chief Executive Officer

32.2 Section 1350 Certification of Financial Officer

(B) Forms 8-K filed.

1. Stock Purchase Agreement with Yves Castaldi Corporation, filed on January 6, 2006.

2. Standby Equity Distribution Agreement with Cornell Capital Partners, L.P., filed on February 6, 2006.

3. Amendment to Stock Purchase Agreement with Yves Castaldi Corporation, filed June 6, 2006.

4. Change of Auditors, filed ~~November 6~~April 12, ~~2008~~2012.

SIGNATURES

Date: ~~March~~May 3117, ~~2011~~2012

By: /s/ Henry D. Fahman

Henry D. Fahman, Interim President and Chief Financial Officer

Pursuant to the requirements of Section 13 or 15(b) of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities thereunto duly authorized and on the dates indicated.

CATALYST RESOURCE GROUP, INC. (Registrant)

SIGNATURE TITLE DATE

/s/ Henry D. Fahman

HENRY D. FAHMAN Chairman/Interim President/Acting Chief Financial Officer ~~March~~May 3117, ~~2011~~2012

/s/ Daniel St. John Director ~~March~~ May 3117, ~~2011~~ 2012

DANIEL ST. JOHN

Filing Compare · CATALYST RESOURCE GROUP, INC.