**U.S. SECURITIESAND EXCHANGE COMMISSION**

Washington, D.C. 20549

 

**FORM 10-K/A**

 

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

EXCHANGE ACT OF 1934

 

FOR THE FISCAL YEAR ENDED: **DECEMBER 31, 2010**

OR

 

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

SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITIONPERIOD

FROM _________ TO ________

 

Commission FileNumber: 1-3477

 

**Catalyst Resource Group, Inc.**

(*Exact name of registrant asspecified in its charter*)

 

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

(*State or otherjurisdiction of incorporation or organization*)   (*I.R.S. Employer identificationNumber*)

 

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

(*Address of principal executive offices, includingzip code*)

 

714-843-5455

(*Registrant'stelephone number, including area code*)

 

SECURITIES REGISTERED UNDER SECTION 12(B) OF THEEXCHANGE ACT:

 

 

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

 

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

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YesýNo  ̈

Checkwhether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.     Yes ýNo  ̈

Checkif disclosure of delinquent filers in response to Item 405 of Regulation S-Kisnot contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈

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

Largeaccelerated filer  ̈ Acceleratedfiler  ̈ Non-acceleratedfiler  ̈ Smaller reportingcompany ý

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

The aggregate market value of the votingand non-voting equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the averagebid and asked price of such common equity, at March 18, 2011 was $2,502,960.28 based on a priceof $0.025 per share. 

As of March 31, 2011, there were 100,118,411 shares of the issuer'sCommon Stock, $.001 par value per share, Class A Common Stock, (including 20,867,000 shares to be cancelled) and 9,958 shares ofthe issuer's Class B Common Stock, $.001 par value, issued and outstanding.

 

 

 

**EXPLANATORY NOTE**

 

 

This amendment is filed in response to the letter dated June 23, 2011 bythe Division of Corporation Finance, Securities and Exchange Commission, regarding Item 9A (Controls and Procedures) and Exhibits31.1 and 31.2 in Form 10-K of Catalyst Resource Group, Inc. for the Fiscal Year ended December 31, 2010, filed April 14, 2011,File No. 001-03477.

 

The registrant hereby acknowledges that it is responsible for the adequacyand accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclosethe Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense inany proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

Item 9A (Controls and Procedures) and Exhibits 31.1 and 31.2 in Form 10-Kof Catalyst Resource Group, Inc. for the Fiscal Year ended December 31, 2010, filed April 14, 2011, File No. 001-03477 are herebyamended to read as follows:

 

**ITEM 9A. CONTROLS AND PROCEDURES**

**Evaluation of Disclosure Controls and Procedures**

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

Management, including the principal executiveofficer and principal financial officer, does not expect that its disclosure controls and procedures or its internal controls willprevent 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 mustreflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.  Dueto the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issuesand instances of fraud, if any, have been detected. To address the material weaknesses, management performed additional analysisand other post-closing procedures in an effort to ensure its consolidated financial statements included in this annual report havebeen prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financialstatements included in this report fairly present in all material respects our financial condition, results of operations and cashflows for the periods presented.

Management’s Report on Internal ControlOver Financial Reporting.

Management is responsible for establishing andmaintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act,as amended.  Management assessed the effectiveness of its internal control over financial reporting as of December 31,2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of theTreadway 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 thata material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.  Thefollowing material weaknesses were identified.

 1.   As of December 31, 2010,the Company’s control over financial reporting was not effective. Specifically, a formally adopted a written code of businessconduct 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.  Thishas resulted in inconsistent practices.  Further, the Board of Directors does not currently have any independent membersand no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B.  Sincethese entity level programs have a pervasive effect across the organization, management has determined that these circumstancesconstitute a material weakness.

 2.   As of December 31, 2010, the Company’scontrol over financial statement disclosure was not effective. Specifically, controls were not designed and in place to ensurethat all disclosures required were originally addressed in our financial statements.   Accordingly, management has determinedthat this control deficiency constitutes a material weakness.

Because of these material weaknesses, managementhas concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2010, basedon 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 controlover financial reporting occurred during the year ended December 31, 2010, that materially affected, or is reasonably likelyto materially affect, the Company’s internal control over financial reporting.

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

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

 

**SIGNATURES**

Date: November 3, 2011

By: /s/ Henry D.Fahman                   

Henry D. Fahman, InterimPresident and Chief Financial Officer

 

Pursuantto the requirements of Section 13 or 15(b) of the Securities and Exchange Act of1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities thereunto dulyauthorized and on the dates indicated.

 

CATALYST RESOURCEGROUP, INC. (Registrant)

 

**SIGNATURE**                           **TITLE**                                                                                                           **DATE**

 

/s/ Henry D. Fahman               

HENRY D. FAHMAN               Chairman/Interim President/Acting Chief Financial Officer                November 3, 2011

 

 

/s/ Daniel St. John                       Director                                                                                                       November 3, 2011

DANIEL ST. JOHN