UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWashington,
D.C. 20549

_________________

FORM
10-K/A

_________________

þANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended: December 31, 2011

or

o     TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For
the transition period from: ____ to ___

_________________

Catalyst Resource
Group, Inc.

(Exact
name of registrant as specified in its charter)

_________________

|Florida                           | 001-3477     | 82-0190257         
|--------------------------------- | ------------ | -------------------
|(State or Other Jurisdiction      | (Commission  | (I.R.S. Employer   
|of Incorporation or Organization) | File Number) | Identification No.)

17011 Beach Blvd., Suite 1230,
Hunting Beach CA 92647(Address of Principal Executive Offices) (Zip Code)

(714) 845-7191(Registrant’s
telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act:

Title
of each className of each exchange on which registered

Securities
registered pursuant to Section 12(g) of the Act:

Title
of each className of each exchange on which registered

_________________

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



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes  o     No  þ



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



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not 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.    o

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.

|Large accelerated filer  o | Accelerated filer  o | Non-accelerated filer  o | Smaller reporting company  þ
|-------------------------- | -------------------- | ------------------------ | ----------------------------



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





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 May 24, 2012 was$571,160 based
on a price of $0.0019 per share.

As
of May 25, 2012, there were 457,120,574 shares of the issuer's non-assessable Common Stock, $.001 par value per share, (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





PART
I





|1.       | Business                                                 | 
|-------- | -------------------------------------------------------- | 
|Item 1A. | Risk Factors                                             | 
|Item 1B. | Unresolved Staff Comments                                | 
|Item 2.  | 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, 1947as 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 and began 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 2011 and 2010.



We
incurred losses of $318,276 and $269,468 in the fiscal years ended December 31, 2011 and 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, 2011.



At
December 31, 2011, we had negative working capital of $1,211,377. 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





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.



|Fiscal
    Year 2012                   |  |   | High   |  |  |   | Low    | 
|-------------------------------------- |  | - | ------ |  |  | - | ------ | 
|Latest
    Month Ending April 30,      |  | $ | 0.0042 |  |  | $ | 0.0017 | 
|First
    Quarter Ending March 31,     |  | $ | 0.0200 |  |  | $ | 0.0015 | 
|Fiscal
    Year 2011                   |  |   |        |  |  |   |        | 
|First
    Quarter Ending March 31,     |  | $ | 0.0975 |  |  | $ | 0.0210 | 
|Second
    Quarter Ending June 30,     |  | $ | 0.1000 |  |  | $ | 0.0200 | 
|Third
    Quarter Ending September 30, |  | $ | 0.0800 |  |  | $ | 0.0320 | 
|Fourth
    Quarter Ending December 31, |  | $ | 0.0500 |  |  | $ | 0.0135 | 
|Fiscal
    Year 2010                   |  |   |        |  |  |   |        | 
|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





|                              |  |  | 2,011     |   |  |  | 2,010     |  
|----------------------------- |  |  | --------- | - |  |  | --------- | -
|                              |  |  |           |   |  |  |           |  
|Net revenues                  |  |  |           |   |  |  |           |  
|                              |  |  |           |   |  |  |           |  
|Income (loss) from operations |  |  | (56,647   | ) |  |  | (186,771  | )
|Net other income (expense)    |  |  | (261,629  | ) |  |  | (82,697   | )
|                              |  |  |           |   |  |  |           |  
|Net income (loss)             |  |  | (318,276  | ) |  |  | (269,468  | )
|                              |  |  |           |   |  |  |           |  
|Net loss per share            |  |  | —         |   |  |  | —         |  
|                              |  |  |           |   |  |  |           |  
|Total assets                  |  |  | —         |   |  |  | 180       |  
|                              |  |  |           |   |  |  |           |  
|Total liabilities             |  |  | 1,211,377 |   |  |  | 1,109,183 |  





ITEM
7. MANAGEMENT'S DISCUSSION ANDANALYSIS 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, 2011 AND DECEMBER 31, 2010

Revenues:

There
was no revenue generating activity during the year ended December 31, 2011 and 2010.

Operating
Expenses:

The
Company incurred total operating expenses of$56,647for the year ended December 31, 2011 as
compared to $186,771 for the year ended December 31, 2010, mostly payments made for professional fees totaling $52,197

Loss
from operations:

The
Company had loss from operations of $56,647for the year ended December 31, 2011 as compared
to $186,771 for the year ended December 31, 2010.

Net
loss:

The
Company had a net loss of $318,276 for the year ended December 31, 2011 as compared to a net loss of $269,468 for the year ended
December 31, 2010 due to accruals of interest expense $ 236,517 and change in the fair value of derivative 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.



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 $0 and $180 as of December 31, 2011 and 2010, respectively.

Our
operating activities used $56,897 cash in the year ended December 31, 2011 compared to $43,928 cash used in the year ended December
31, 2010. The use of cash in operating activities in 2011 were for the payments of some payables to related parties.

Cash
provided by financing activities was $56,717 and $44,015 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.

The
Company’s current liabilities exceeded the current assets by $1,211,377 in 2011 and $1,109,002 in 2010







OUR
PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS



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-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, 2011 and 2010









|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

To
the 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 Groups, Inc)a Florida
corporation) as of December 31, 2011 and the related statements of operations, stockholders' equity, and cash flows for the year
ended December 31, 2011. 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 did not audit the financial statements of Catalyst
Resource Group, Inc. 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 financial statements.

We
conducted our audit of these 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.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Catalyst
Resource Group, Inc. as of December 31, 2011 and the results of its 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.

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. The Company has
accumulated deficit of $18,306,206 and net loss amounting $318,276 for the year ended December 31, 2011.  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 these uncertainties.

May
25, 2012

/s/Dave Banerjee CPA,

An
Accountancy Corp.,

6301
Owensmouth Ave., Ste 750, Woodland Hills, CA 91367



F-1





















|CATALYST RESOURCE GROUP, INC                                                 
|-----------------------------------------------------------------------------
|FORMERLY JEANTEX GROUP, INC                                                  
|(DEVELOPMENT STAGE COMPANY)                                                  
|CONSOLIDATED BALANCE SHEETS                                                  
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|ASSETS:                                                                      
|                                                                             
|Current Assets:                                                              
|Cash                                                                         
|                                                                             
|                                                                             
|TOTAL ASSETS                                                                 
|                                                                             
|LIABILITIES AND STOCKHOLDERS' DEFICIT:                                       
|                                                                             
|Current Liabilities:                                                         
|Accounts payable and accrued expense                                         
|Interest payable                                                             
|Notes payable                                                                
|Convertible promissory note, net of discount $52,989 and $18,809 respectively
|Payables to related parties                                                  
|Derivative Liability                                                         
|Total Current Liabilities                                                    
|                                                                             
|Stockholders' Deficit:                                                       
|Common stock, non-assessable, $0.001 par value,                              
|4,999,500,000 shares authorized, 255,657,250 and 100,118,411 shares          
|issued and outstanding, respectively                                         
|Class B Common stock, assessable, $0.001 par value                           
|10,000 shares authorized, 9,958 shares issued and outstanding                
|Additional paid in capital                                                   
|Accumulated deficit prior to development stage                               
|Accumulated deficit during development stage                                 
|Total Stockholders' Deficit                                                  
|                                                                             
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                  
|                                                                             
|                                                                             
|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, 2011 AND 2010
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|NET SALES                                         
|                                                  
|COST OF GOODS SOLD                                
|                                                  
|GROSS PROFIT                                      
|                                                  
|OPERATING EXPENSES:                               
|                                                  
|                                                  
|                                                  
|                                                  
|Income(Loss) from Operations                      
|                                                  
|OTHER INCOME (EXPENSES)                           
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|NET INCOME(LOSS)                                  
|                                                  
|Weighted average number of  Class A shares        
|                                                  
|                                                  
|Basic and diluted net loss per share-Class A      
|                                                  
|                                                  

The accompanying
notes are an integral part of these financial statements.

F-3









|FORMERLY JEANTEX GROUP, INC                                    
|---------------------------------------------------------------
|(DEVELOPMENT STAGE COMPANY)                                    
|CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)       
|FROM DECEMBER 31, 2009 THROUGH THE YEAR ENDED DECEMBER 31, 2011
|                                                               
|                                                               
|                                                               
|                                                               
|                                                               
|                                                               
|                                                               
|Balance, December 31, 2009                                     
|                                                               
|Imputed interest on loan from related party                    
|Shares issued for consulting fee                               
|Shares issued for debt conversion Asher note                   
|Net loss                                                       
|                                                               
|Balance, December 31, 2010                                     
|                                                               
|Imputed interest on loan from related party                    
|Shares issued for debt conversion Asher note                   
|Shares issued for Rerun Recovery                               
|Net loss                                                       
|                                                               
|Balance, December 31, 2011                                     









F-4









|CATALYST RESOURCE GROUP, INC                                                               
|-------------------------------------------------------------------------------------------
|FORMERLY JEANTEX GROUP, INC                                                                
|(DEVELOPMENT STAGE COMPANY)                                                                
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                                      
|FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                                             
|AND THE PERIOD FROM RE-ENTERING THE DEVELOPMENT STAGE, JANUARY 1, 2007 TO DECEMBER 31, 2011
|(unaudited)                                                                                
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Cash Flows From Operating Activities:                                                      
|Net loss                                                                                   
|Adjustments to reconcile net loss to net cash used                                         
|in operating activities:                                                                   
|Gain on Conversion Note                                                                    
|Imputed interest charged to equity                                                         
|Amortization of Discount                                                                   
|Issuance of shares for consulting services                                                 
|Changes in fair value of derivative liability                                              
|Changes in assets and liabilities:                                                         
|Decrease in deposits and prepaid expenses                                                  
|Increase(decrease) in accounts payable                                                     
|Increase in accrued expenses                                                               
|Total adjustments                                                                          
|Net cash used in operating activities                                                      
|                                                                                           
|Cash Flow From Investing Activities:                                                       
|Cash Flow From Financing Activities:                                                       
|Proceeds from notes - related parties                                                      
|Payment of Notes- related parties                                                          
|Proceeds from notes                                                                        
|Payment on notes                                                                           
|Payments of lines of credit                                                                
|Stock issued for cash                                                                      
|Net cash provided by financing activities                                                  
|                                                                                           
|Increase(decrease) in cash                                                                 
|Cash  - Beginning of period                                                                
|Cash - End of period                                                                       
|                                                                                           
|Supplemental Cash Flow Information:                                                        
|Interest paid                                                                              
|Taxes paid                                                                                 
|Non-cash investing and financing activities:                                               
|Debt Discount                                                                              
|Relief of derivative liability due to conversion                                           
|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, 2011



NOTE
1 - DESCRIPTION OF BUSINESS

Catalyst
Resource Group, Inc., formerly Jeantex Group, Inc., (the "Company") is aFlorida 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, 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.

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 and began 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.











F-7











Catalyst
Resource Group, Inc

Formerly
Jeantex Group, Inc

(Development
Stage Company)

Notes
to Consolidated Financial Statements

December
31, 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 $1,211,377. The Company has an accumulated deficit of
$18,306,206 at December 31, 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.
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, 2011 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.

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 hadno cash equivalents at December 31, 2011 and
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

F-8









Catalyst
Resource Group, Inc

Formerly
Jeantex Group, Inc

(Development
Stage Company)

Notes
to Consolidated Financial Statements

December
31, 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, 2011 and 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, 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, 2011 and 2010, there were no common stock equivalents.

For
the year ended December 31, 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, 2011



Recently
issued accounting standards

The
FinancialAccounting StandardsBoard(the"F ASB")issuedanewprofessional
standard
inJune
of2009 which
resultedin a major
restructuring ofU.S.accounting
and reportingstandards.
The new professionalstandard,issuedasASC
105("ASCI
05"),establishesthe Accounting

StandardsCodification("CodificationorASC")
asthe source
ofauthoritative
accounting
principles
("GAAP")recognized
by theFASB. Theprinciples
embodied
inthe Codificationare to be appliedbynongovernmentalentitiesin
thepreparationof financialstatementsinaccordance
withgenerally
acceptedaccountingprinciplesin the UnitedStates.Rules and interpretivereleases
oftheSecurities
andExchange
Commission("SEC")issued
underauthority
offederalsecuritieslaws
are alsosources
ofGAAP forSEC registrants.
Existing
GAAPwasnot
intended
to bechangedasa resultofthe Codification,andaccordinglythe changedid not impactthe financial statements
of the Company.

FortheyearendingDecember
31,2011,various
Accounting StandardUpdates
("ASU")
issued by the
FASBwere
either
newly issuedor hadeffective implementationdatesthatwould
require
their provisions
tobereflectedinthe
financialstatements
for theyear
thenended.
The Companyhasreviewed
the following
ASU releasestodeterminerelevanceto the
Company's
operations:

|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, 2011



|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



The
Companyhas eitherevaluatedor is currently
evaluatingtheimplications,if any,
of eachof
thesepronouncementsand thepossible
impact theymayhave onthe
Company'sfinancialstatements.
In most cases,management
hasdeterminedthatthepronouncementhas eitherlimited or no
application
tothe Company
and, inall
cases, implementationwould nothave
amaterialimpactonthefinancialstatementstakenasawhole.

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, 2011 and December 31, 2010, 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% interestdue on demand  | $ | 50,000 
|Note Payable due to individual, unsecured, 8% interest due on demand | $ | 28,000 
|Note Payable due to individual, unsecured, 8% interest due on demand | $ | 25,000 
|Note Payable due to individual, unsecured, 8% interest due on demand | $ | 1,540  
|                                                                     | $ | 355,040





Interest
expense on these notes for the years ended December 31, 2011 and 2010 were $51,492 and $35,669, respectively.













F-11













Catalyst
Resource Group, Inc

Formerly
Jeantex Group, Inc

(Development
Stage Company)

Notes
to Consolidated Financial Statements

December
31, 2011



NOTE
5 - CONVERTIBLE PROMISSORY NOTE



The
Company has issued a number of convertible promissory notes to Asher Enterprises, Inc. (“Asher”) since May 2010. These
notes are due and payable nine months following issuance dates with interest of 8% per annum. These notes are convertible at the
election of Asher from time to time after the issuance date, at 39% discount to the average of the lowest closing bid prices for
the Company’s common stock during the ten trading day period ending on the latest complete trading prior to the conversion
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 amounts accrued thereon can be converted in whole, or in part,
at any time by Asher after the issuance dates into an equivalent of the Company’s common stock determined by the discount
rates mentioned in the notes.



Additionally,
the notes contain 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.



The
Company’s Convertible 8% Notes issued to Asher Enterprise, Inc. contain a conversion features that allow for conversion
into shares at a price discounted from the market price. For each particular note, this amount is set at a fixed percentage of
the average of the three lowest closing bid prices over the last 10 days. Additionally, the notes contain 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 notes, (iv) we
exercise our right to convert the notes, and (v) we default on the notes. 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 notes, 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 notes are determined based on management's projections. These probabilities are used to create
a cash flow projection over the term of the notes 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

F-12









Catalyst
Resource Group, Inc

Formerly
Jeantex Group, Inc

(Development
Stage Company)

Notes
to Consolidated Financial Statements

December
31, 2011

compared
to the discounted cash flow of the notes without the compound embedded derivative in order to determine a value for the compound
embedded derivative.

The
fair value of the derivative liability at December 31, 2011 is $173,944.

NOTE
6 - PAYABLE TO RELATED PARTIES



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





|Note Payable to PHI Group Inc. related by ownership  |  |   | 2011    |  |  |   | 2010    | 
|---------------------------------------------------- |  | - | ------- |  |  | - | ------- | 
|unsecured, 8% interest, due on demand.               |  | $ | 85,780  |  |  | $ | 198,049 | 
|Note Payable to Philand Corporation, a subsidiary of |  |   | 0       |  |  |   | 1,000   | 
|PHI Group Inc.                                       |  |   |         |  |  |   |         | 
|Short-term loan by individual, related by common     |  |   | 28,283  |  |  |   | 27,798  | 
|director, unsecured, interest free, due on demand    |  | $ | 114,063 |  |  | $ | 226,847 | 





Accounts
payable in the amounts of $0 and $19,500 as of December 31, 2011 and 2010, respectively, were due to related parties.

The
interest payable to related parties were $9,562 and $17,437 for the year ended December 31, 2011 and 2010, respectively.



NOTE
7 - INTEREST PAYABLE



Interest
payable in the amounts of $281,649 and $264,975 as of December 31, 2011 and 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 $3,604 and $3,487 for the years ended December 31, 2011 and 2010, respectively, are included
as an increase to additional paid in capital.



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-

F-13









Catalyst
Resource Group, Inc

Formerly
Jeantex Group, Inc

(Development
Stage Company)

Notes
to Consolidated Financial Statements

December
31, 2011



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 $4,392.000, which expires through 2029. The
deferred tax asset of approximately $1,714,019 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, 2011 and 2010:



|                                                |  |   | 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                         |  | $ | 0          |   |  | $ | 0          |  







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, 2011:



|                           |  | Carrying |         |  | Fair Value Measurements Using |  
|-------------------------- |  | -------- | ------- |  | ----------------------------- | -
|                           |  | Value    |         |  | Level 1                       |  
|                           |  |          |         |  |                               |  
|Derivative
    liabilities |  | $        | 173,944 |  |                               | $
|Totals                     |  |          |         |  |                               | $









F-14







Catalyst
Resource Group, Inc

Formerly
Jeantex Group, Inc

(Development
Stage Company)

Notes
to Consolidated Financial Statements

December
31, 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, 2011:





|Roll-forward of Derivative Net Liabilities        |                     
|------------------------------------------------- | --------------------
|Derivative balance at 12.31.2010                  | $            40,205 
|Derivative balance at issuance (January 11, 2011) | $            40,666 
|Derivative balance at issuance (March 10, 2011)   | $            39,035 
|                                                  |                     
|Change due to Mark to Market                      | $              3,516
|Conversion of Note                                | $          (44,102) 
|                                                  |                     
|Derivative balance at 03.31.2011                  | $            79,320 
|Derivative balance at issuance (April 15, 2011)   | $            39,658 
|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-15







Catalyst
Resource Group, Inc

Formerly
Jeantex Group, Inc

(Development
Stage Company)

Notes
to Consolidated Financial Statements

December
31, 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
January 3, 2011, Asher Enterprises, Inc. converted $10,000 of the convertible promissory note into 819,672 shares of the Company’s
common stock.



On
January 19, 2011, Asher Enterprises, Inc. converted $8,000 of the convertible promissory note into 425,532 shares of the Company’s
common stock.



On
January 21, 2011, Asher Enterprises, Inc. converted $10,000 of the convertible promissory note into 578,035 shares of the Company’s
common 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, 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 16, 2012, Asher Enterprises, Inc. converted $10,000 principal amount of the Convertible Promissory Note dated March 10,
2011 into 1,785,714 shares of common stock 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.



Effective
March 3, 2012, the Company signed an Asset Purchase Agreement (the “Agreement”) with Lao Minerals Mining, Inc.
(“LMM”), a Nevada corporation, for the purpose of acquiring 80% interest of LLM’s equity ownership in gold concessions
known as San 8 and San 60 areas of the Somsanouk Village (Phosang Noi), Sanakham District, Vientiane Province, Laos People’s
Democratic Republic. According to the Asset Purchase Agreement, which was set to close on April 16, 2012, upon the Closing
Date of this Agreement, the Company would pay an Exclusive Partner Fee (“EPF”) of $500,000 to LMM for bringing the
concessions to the Company. The Agreement would remain non-exclusive until such time that the initial $200,000 would be paid to
LMM by the Company. The concessions would become exclusive to the Company once this initial payment is transacted. The EPF would
be non-refundable, however it might be recouped by the Company through mining revenue before LMM would be entitled to its share
of the mining profits. In the event the Company terminated this Agreement or their exploration activities before the EPF would
have been paid in full, the balance would be due within thirty (30) days of the Company’s termination notice to LMM. In
consideration for the EPF, LMM would not, without the Company’s consent, allow any party other than LMM and the Mining Unit
of the Ministry of Defense of Laos (“MUMD”) to be involved in the development of the concessions unless the Company
did not exercise its option to proceed to the Mining Stage.



Payment
terms of Asset Purchase Agreement: Payment of $200,000 upon the Closing Date of the Asset Purchase Agreement. Once all necessary
closing deliveries had been provided to the Company by LMM, the remaining $300,000 would be paid in $100,000 monthly installments
over the following 3 months. In addition, the Company would commit to sole-fund a minimum amount of $2,000,000 in exploration
activities over a 2-year period upon the Closing Date of this Agreement, with a minimum of $1,000,000 for exploration activities
within 1 year. The Company would prepare and submit an approvable Bankable Feasibility Study (“BFS”) to LMM within
thirty (30) months following the Closing Date of this Agreement. LMM would submit the BFS to the relevant government authorities
for approval. If in the Company’s opinion the BFS indicated that a commercially viable mining operation could be established
on the Concession, then the Company would solely fund all mining activities. If the Decision to Mine had been reached, the BFS
approved and the Mining License had been granted, the Company would pay LMM a Mining Execution Fee (“MEF”) of $3,000,000
which would give the Company an 80% interest in LMM’s shares and LMM would maintain 20% interest of its shares. The MEF
would be paid from the initial $3,000,000 in gross revenues earned from the extraction and sale of any of the minerals from the
concessions, less the recoupable upfront payment and the MUMD shares. For avoidance of doubt, the Company’s shares and LMM’s
shares would mean that the net revenues received from sales of all minerals extracted from the concession would be split between
the Company (80%) and LMM (20%), net of the normal pre-mining cost recovery process.



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 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.







Catalyst
Resource Group, Inc

Formerly
Jeantex Group, Inc

(Development
Stage Company)

Notes
to Consolidated Financial Statements

December
31, 2011



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 16, 2012, LMM and the Company signed an addendum (“Addendum A” to the afore-mentioned Asset Purchase Agreement
to clarify the definitions and meanings of the “Acquired Assets”, “Concession”, “Exploration Rights”,
“Title to the Acquired Assets”, and “Performance” previously stated in the Asset Purchase Agreement.

On
April 9, 2012, the Company and Laos Minerals Mining, Inc. signed an Agreement for Termination of Asset Purchase Agreement to terminate
the afore-mentioned Asset Purchase Agreement between Laos Minerals Mining, Inc. and the Company in its entirety effective April
9, 2012 due to certain technical reasons and indemnify each other from and against any and all claims, demands, damages, arising
or relating to this Termination Agreement.

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.













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.

| | 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,
                                                           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.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | As
                                                           of December 31, 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, 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, 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.

No
change in the Company’s internal control over financial reporting occurred during the year ended December 31, 2011,
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. Fahman57	Chairman, Interim President since March 31, 2005



Daniel
St. John	63	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 "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 listed on the Frankfurt Stock Exchange.

Daniel
St. John, Director

Mr.
St. John holds a Bachelors of Science Degree from the University of Las Vegas and has over30 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 served as a Corporate Strategist for PHI Group, Inc., a company traded on the OTCQB Market, 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.

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                               | 0                         | 0                      | 0                     
|2010                           | 0                                  | 0                         | 0                      | 0                     
|2009                           | 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

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, 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)   
|------------------------------------ | ----------------------------------------- | -----------------------
|Rerun Recovery, Inc.                 | 87,000,000 Common Stock                   | 34.03 % of Common Stock
|Non-assessable shares               
|PHI Group, Inc.                      | 22,535,714 Common Stock                   | 8.81 % of Common Stock 
|17011 Beach Blvd., Suite 1230        | Non-assessable shares                    
|Huntington Beach, CA 92647           |                                          
|Sigma Unlimited, Inc.                | 45,000,000 Common Stock                   | 17.60% of Common Stock 
|Non-assessable shares               
|Henry D. Fahman                      | 2,000,000 Common Stock                    | 0.8% of Common Stock   
|17011 Beach Blvd., Suite 1230        | Non-assessable shares                    
|Huntington Beach, CA 92647           |                                          



(1)
Based upon255,657,250 shares of non-assessable Common Stock and 9,958 shares of Class B assessable
Common Stock issued as of December 31, 2011.



ITEM
13. CERTAIN REALTIONSHIPS AND RELATED TRANSACTIONS

PHI
Group, Inc.: As of December 31, 2011, the Company owes $85,780.35 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.

Henry
Fahman: The Company owes $28,282.93 to the interim CEO/CFO of the Company as of December 31, 2011.

ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit
Fees



The
Company recorded a total fee of $24,250 to M & K CPAs, PLLC related to the audit for the year ended December 31, 2010 and
quarterly reviews ending September 31, 2011.





All
Other Fees



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







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, 2011 and 2010

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

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

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

Notes
to Financial Statements

Report
of Independent Registered Public Accounting Firm (Dave Banerjee CPA An Accountancy Corporation)



EXHIBITS
AND REPORTS ON FORM 8-K





|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)4      |  | 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)3      |  | 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.                                                       
|31.2       |  | Rule 13a-14a/15d-14(a) Certification of Chief Executive Officer                                                                                                                                                         
|31.1       |  | 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                                                                                                                                                                         
|23.1       |  | Consent of predecessor accountants.                                                                                                                                                                                     

(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 April
12, 2012.
|-- |  | -----------------------------------------











SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.





|Date: October 5,
     2012 | Catalyst
     Resource Group, Inc                          
|-------------------------- | -----------------------------------------------------------
|                           | By: /s/ Henry
     Fahman                                  
|                           | Henry
     FahmanInterim Chief Executive/ 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 |  | Chairman/ Interim President/ Active Chief Financial Officer |  | October 5, 2012
|/s/ Daniel St. John |  | Director                                                    |  | October 5, 2012