**U.S. SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

 

**FORM 10-K/A**

 

(Mark One)

 

**[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

 

For the fiscal year ended **DECEMBER 31, 2010**

or

 

**[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**

 

For the transition period from _____________________________to ________________________________________

 

Commission File Number:001-03477

 

**Catalyst Resource Group, Inc.**

(*Exact name of registrantas specified in its charter*)

 

 **Florida**                                             **82-0190257** 

(*Stateor other jurisdiction of incorporation or organization*)    (*I.R.S. Employeridentification Number*)

 

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

(*Address of principalexecutive offices, including zip code*)

 

 

Registrant's telephone number, including area code:	714-843-5455

 

Securities registered pursuant to Section 12(b) of theAct:

 

	Title of each class	Name of each exchange on whichregistered

	None	None

Securities registered pursuant to Section 12(g)of the Act:	None

 

Indicate by check mark if the registrant is a well-knownseasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [x] 

 

Indicate by check mark if the registrant is not requiredto file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes[ ] No [x]

Note -- Checking the box above will not relieve any registrantrequired to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

 

Indicateby check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.    

Yes[x] No [ ]

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuantto Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files).

Yes[ ] No [x]

Indicateby check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (ss.229.405of this chapter) is not contained in this form, and will not be contained, to the best of registrant'sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendmentto this Form 10-K. [ ]

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the ExchangeAct.

Largeaccelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [x]

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                    Yes[ ] No [x]

The aggregate market valueof the voting and non-voting equity held by non-affiliates computed by reference to the price at which the common equity was sold,or the average bid and asked price of such common equity, at March 18, 2011 was $2,502,960.28 basedon a price of $0.025 per share. 

As of March 31, 2011, there were 100,118,411 sharesof the issuer's Common Stock, $.001 par value per share, Class A Common Stock, (including 20,867,000 shares to be cancelled) and9,958 shares of the issuer's Class B Common Stock, $.001 par value, issued and outstanding.

 

EXPLANATORY NOTE

 

This amendment is filed in response to the letters datedJanuary 9, 2012 and February 8, 2012 by the Division of Corporation Finance, Securities and Exchange Commission, regarding Exhibits31.1 and 31.2 in Form 10-K/A of Catalyst Resource Group, Inc. for the Fiscal Year ended December 31, 2010, filed November 17, 2011,File No. 001-03477:

 

Form 10-K/A for Fiscal Year Ended December 31, 2010, filedNovember 17, 2011

 

Exhibits 31.1 and 31.2

 

1.	“We partially reissue our comment two issuedon June 23, 2011. In future filings or any amended filing, please eliminate all references to “small business issuer”and refer to yourself as “the registrant,” revise paragraph 4 to reference the appropriate rules, i.e., as definedin Exchange Act Rules 13a-15(e), and 15d-15(e). Please further revise paragraph four to include the introductory language referringto “internal control over financial reporting (as defined in Exchange Act Rules 13a-15)f) and 15d-15(f) for the registrant.....”In addition, expand paragraph 4b to address the design of internal control over financial reporting. Refer to Item 601(b) 31 ofRegulation S-K.”

 

 

RESPONSE

 

The registrant acknowledges that:

 

-                 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

-                 staff comments or changes to disclosure in response to staff comments do not foreclose theCommission from

             taking anyaction with respect to the filing; and

-                 the company may not assert staff comments as a defense in any proceeding initiated by theCommission or any person under the federal securities laws of the United States.

 

Exhibits 31.1 and 31.2 in Form 10-K/A of Catalyst ResourceGroup, Inc. for the Fiscal Year ended December 31, 2010, filed November 17, 2011, File No. 001-03477 are hereby amended accordingly.

 

 

 

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Actof1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized. 

 

CATALYST RESOURCE GROUP, INC. (Registrant)

 

By: 	/s/Henry D. Fahman, Chairman/Interim President and Interim Chief Financial Officer            

Date: 	February 21, 2012

 

Pursuantto the requirements of the Securities and Exchange Actof 1934,this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By: 	/s/Henry D. Fahman, Chairman/Interim President and Interim Chief Financial Officer            

Date: 	February 21, 2012

 

By:	 /s/ Daniel St. John, Director	

Date: 	February 21, 2012