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

OR

[ ] 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  

(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 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 18, 2011 was $2,502,960.28 based on a price of $0.025 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

As of March 31, 2011, there were 100,118,411 shares of the issuer's 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 Common Stock, $.001 par value, issued and outstanding. 

TABLE OF CONTENTS

PART I

PART II

PART III

PART IV

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.

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 were to 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 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.

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

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 and 2009.

We incurred losses of $269,468 and $107,267 in the fiscal years ended December 31, 2010 and 2009, 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.

At December 31, 2010, we had negative working capital of $1,109,003. 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

ITEM  5.  MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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. 

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

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

This following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future 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.

The assumptions used for 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.

CRITICAL ACCOUNTING POLICY AND ESTIMATES

Our Management's Discussion 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.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2010 AND DECEMBER 31, 2009

Revenues:

There was no revenue generating activity during the year ended December 31, 2010 and 2009.

Operating Expenses:

The Company incurred total operating expenses of $186,771 for the year ended December 31, 2010 as compared to $51,704 for the year ended December 31, 2009 due to the consulting service fee of $135,000.

Loss from operations:

The Company had loss from operations of $186,771 for the year ended December 31, 2010 as compared to $51,704 for the year ended December 31, 2009 due to the consulting fee of $135,000.

Net loss:

The Company had a net loss of $269,468 for the year ended December 31, 2010 as compared to a net loss of $107,267 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 AND CAPITAL RESOURCES

We must continue to raise capital to fulfill our plan of acquiring other companies and assisting in the development of those internally. 

We had cash of $180 and $92 as of December 31, 2010 and 2009, respectively.

Our operating activities used $43,928 cash in the year ended December 31, 2010 compared to $45,602 cash used in the year ended December 31, 2009. The use of cash in operating activities in 2010 and 2009 were for the payments of some accounts payable and interest.  

Cash provided by financing activities was $44,015 and $45,475 for the years ended December 31, 2010 and 2009, 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 Company’s current liabilities exceeded the current assets by $1,109,003 in 2010 and $989,426 in 2009.

OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS

We have not generated any revenues from operations in 2010 and 2009. 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-looking statement 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.

Our inability to access the capital 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 securities, the issuance of such securities could result in dilution of our stockholders. We cannot guarantee that additional funding will be available on favorable terms.

OFF-BALANCE SHEET ARRANGEMENTS

There are 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.

ITEM  7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate 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 and 2009

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

Board of Directors

CATALYST RESOURCE GROUP, INC. (A Development Stage Company)

Huntington Beach, California

We have audited the accompanying consolidated balance sheets of Catalyst Resource Group, Inc (Formerly Jeantex Group, Inc.), 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.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 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. 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.

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

F-2

F-3

F-4

F-5

        Catalyst Resource Group, Inc   

     Formerly Jeantex Group, Inc

            (Development Stage Company)       

    Notes to Consolidated Financial Statements

December 31, 2010

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

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.

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 seeking for an acquisition opportunity. The Company re-entered the development stage on January 1, 2007.

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

Management has taken various steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue on in the subsequent year. Management devoted considerable effort during the year ended December 31, 2010 towards management of liabilities and improving the operations. Management believes that the above actions will allow the Company to continue its operations through the next fiscal year.

F-7

     Catalyst Resource Group, Inc   

  Formerly Jeantex Group, Inc

         (Development Stage Company)       

    Notes to Consolidated Financial Statements

December 31, 2010

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 $1,109,003.  The Company has an accumulated deficit of $17,987,931 at December 31, 2010. 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 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 and 2009.

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

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 and 2009.

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. 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 and 2009, there were no common stock equivalents.

For the year ended December 31, 2010, 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

Recently Adopted Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued ASC Statement No. 105. The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (ASC 105).  ASC 105 has become the single source authoritative nongovernmental U.S. generally accepted accounting principles (GAAP), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force, and related accounting literature.  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 adopted ASC 105 on July 1, 2009.  The adoption of ASC 105 did not have an impact on the Company’s financial position or results of operations.

On April 1, 2009, the Company adopted ASC 825-10-65, Financial Instruments – Overall – Transition and Open Effective Date Information (ASC 825-10-65). ASC 825-10-65 amends ASC 825-10 to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements and also amends ASC 270-10 to require those disclosures in all interim financial statements. The adoption of ASC 825-10-65 did not have a material impact on the Company’s results of operations or financial condition.

On April 1, 2009, the Company adopted ASC 855, Subsequent Events (ASC 855). 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 or are available to be issued. It requires the 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 issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. The adoption of ASC 855 did 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.

F-10

     Catalyst Resource Group, Inc   

  Formerly Jeantex Group, Inc

         (Development Stage Company)       

    Notes to Consolidated Financial Statements

December 31, 2010

Recently Issued Accounting Standards

In October 2009, the FASB issued FASB ASU No. 2009-13, “Multiple-Deliverable Revenue Arrangements,” which is now codified under FASB ASC Topic 605, “Revenue Recognition.” This ASU establishes a selling price hierarchy for determining the selling price of a deliverable; eliminates the residual method of allocation and requires arrangement consideration be allocated at the inception of the 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’s multiple-deliverable revenue arrangements. FASB ASU No. 2009-13 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 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 and December 31, 2009, notes payable consisted of the following:

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                               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                                 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

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, 2010 is $40,205.     

F-14

Catalyst Resource Group, Inc   

   Formerly Jeantex Group, Inc

          (Development Stage Company)       

    Notes to Consolidated Financial Statements

December 31, 2010

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 and 2009, notes payable to related parties consisted of the following:

                                                                                                             2010                      2009

Note Payable to PHI Group Inc. related by ownership,

   unsecured, 8% interest, due on demand.                                       $198,049            $ 218,947

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 $264,975 and $211,400 as of December 31, 2010 and 2009, 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 and $2,804 for the years ended December 31, 2010 and 2009, respectively, are included as an increase to additional paid in capital.

F-15

        Catalyst Resource Group, Inc   

     Formerly Jeantex Group, Inc

           (Development Stage Company)       

    Notes to Consolidated Financial Statements

December 31, 2010

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 $4,190,000, which expires through 2029. The deferred tax asset of approximately $1,677,607 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 and 2009:

                                                                            2010                                          2009

  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:

F-16

     Catalyst Resource Group, Inc   

  Formerly Jeantex Group, Inc

         (Development Stage Company)       

    Notes to Consolidated Financial Statements

December 31, 2010

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:

F-17

     Catalyst Resource Group, Inc   

  Formerly Jeantex Group, Inc

         (Development Stage Company)       

    Notes to Consolidated Financial Statements

December 31, 2010

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 19, 2010 the Company issued 3,000,000 shares for consulting services recorded at $135,000 based on the fair market value of the shares on the date of the agreement.

On November 29, 2010, Asher Enterprises, Inc. converted $8,000 note to 860,215 shares of the Company’s common stock.

At December 31, 2010, 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 100,118,411 shares is fully paid and non-assessable.

Class B Common Stock

At December 31, 2010, 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 11, 2011, the Company issued a second Convertible Promissory Note to Asher for $40,000 under similar terms and conditions.

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 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.

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. 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.

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.

2.   As of December 31, 2010, 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, 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, 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.

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

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

Henry D. Fahman                    56        Chairman, Interim President since March 31, 2005

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", 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 2002. 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.  

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

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.

The following table sets forth information, as of December 31, 2010, 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.

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

ITEM  13.  CERTAIN REALTIONSHIPS AND RELATED TRANSACTIONS

PHI Group, Inc.: As of December 31, 2010, the Company owes $198,049 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 $27,978 to the interim CEO/CFO of the Company as of December 31, 2010.

ITEM  14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The Company recorded a total fee of $13,500 to M & K CPAs, PLLC related to the audits for the years ended December 31, 2009 and quarterly reviews in 2010 during the year ended December 31, 2010.

All Other Fees

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

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 and 2009

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

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

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

   Notes to Financial Statements

   Report of Independent Registered Public Accounting Firm (M & K CPAs, PLLC)  

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, 2008.

SIGNATURES

Date: March 31, 2011

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 31, 2011

/s/ Daniel St. John                        Director                                                                                                          March 31, 2011

DANIEL ST. JOHN