UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March~~ November 1325, ~~2012~~2014

CATALYST RESOURCE GROUP, INC.

(Exact name of registrant as specified in its charter)

Florida		001-03477-NY		82-0190257
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

17011 Beach Blvd., Suite 1230 Huntington Beach, CA (Address of principal executive offices) 92647 (Zip Code)

1111 Brickwell Avenue, Suite 1100 Miami, Florida		33131
(Address of principal executive offices)		(Zip Code)

Registrant’s ~~telephone~~ telephone number, including area code: (714) ~~843~~642-~~5455~~0571

~~___________________________________________________~~17011 ~~(Former~~Beach Blvd., ~~name~~Suite or1230, ~~former~~Huntington ~~address~~Beach, ifCA ~~changed since last report)~~92647

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] . Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~SECTION~~Item 43.02 –Unregistered ~~Matters~~Sales ~~Related~~of toEquity ~~Accountants and Financial Statements~~Securities

~~Item~~Pursuant ~~4.01~~to ~~Changes~~written inconsent ~~Registrant~~by the Directors of the Company on November 20, 2014, 50,000,000 shares of the Company’s ~~Certifying~~$0.001 ~~Accountant~~par value non-assessable restricted common stock were issued to Daniel St. John, a Director of the Company, in lieu of cash compensations for director services for the years ended December 31, 2010 – 2014.

a.Pursuant ~~Effective on March 13, 2012, the independent accountant who was previously engaged as the principal accountant~~ to ~~audit~~written ~~the~~consent ~~Registrant's financial statements, M&K CPAS, PLLC, was dismissed~~ by the ~~Registrant.~~Directors ~~This~~of ~~accountant's~~the ~~reports~~Company on ~~the financial statements for the past two fiscal years neither contained an adverse~~November ~~opinion or a disclaimer of opinion~~20, ~~nor was qualified or modified as to uncertainty~~2014, ~~audit scope~~407,000,000 orshares ~~accounting principles other than a going concern uncertainty. The decision to change accountants was approved by the Board~~ of ~~Directors. During~~ the ~~Registrant'~~Company’s ~~two~~ ~~most~~$0.001 ~~recent~~par ~~fiscal~~value ~~years~~non-assessable ~~and~~restricted ~~any~~common ~~subsequent~~stock ~~interim periods preceding such dismissal, there~~ were noissued ~~disagreements~~to ~~with the~~Henry ~~former~~D. ~~accountant~~Fahman, ~~whether~~the orExecutive ~~not resolved~~Chairman, onInterim ~~any matter of accounting principles or practices~~President, ~~financial~~Secretary ~~statement~~and ~~disclosure, or~~Treasurer ~~auditing scope or procedure, which, if not resolved to M&K CPAS, PLLC’s satisfaction, would have caused it to make reference to the subject matter~~ of the ~~disagreement in connection with any report on the Registration’s financial statements. In addition~~Company, ~~there were no "reportable events," as described~~ in ~~paragraph~~lieu ~~(a)(1)(v)~~ of ~~Item~~cash ~~304~~compensations offor director ~~Regulation~~and ~~S-K,~~officer ~~that occurred~~services ~~within~~for the ~~Registrant's two most recent fiscal~~ years ~~and~~ended ~~the~~December 31, ~~subsequent~~2005 ~~interim~~– ~~period preceding the former accountant's dismissal~~2014.

~~The~~These ~~Registrant~~issuances ~~has~~brought ~~requested~~the ~~that~~total ~~M&K~~number ~~CPAS,~~of ~~PLLC~~issued ~~furnish~~and itoutstanding ~~with~~shares aof ~~letter addressed to~~ the ~~Securities~~Company’s ~~and~~par ~~Exchange~~value ~~Commission stating whether it agrees with the above statements~~$0.001 ~~The~~non-assessable ~~letter is~~Common ~~attached~~Stock ~~as an exhibit~~ to ~~this Form 8-K~~998,898,690.

b.These ~~Effective~~issuances ~~on April 11, 2012, the accounting firm~~ of ~~Dave Banerjee,~~our ~~CPA~~shares ~~was~~were ~~engaged~~made topursuant ~~serve as the new independent principal accountant~~ to ~~audit~~ the ~~Registrant's financial statements for~~exemption ~~the~~from ~~fiscal year ended December 31, 2011. During~~ the ~~Registrant's~~registration ~~two~~requirements ~~most~~of ~~recent fiscal years, and~~ the ~~subsequent~~United ~~interim~~States ~~period prior~~Securities toAct ~~engaging~~of ~~that accountant~~1933, ~~neither~~as ~~the~~amended ~~Registrant~~ (~~nor~~the ~~someone~~“Act”), onprovided ~~its behalf~~by Section 4(2) ~~consulted~~of the ~~newly engaged accountant regarding either:~~Act.

1. the application of accounting principles to any specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that Dave Banerjee, CPA concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue; orSIGNATURES

2.Pursuant ~~any~~to ~~matter that was either~~ the ~~subject~~requirements of a ~~disagreement~~Section ~~(as~~13 ~~defined~~or ~~in paragraph~~ 15(ad)~~(1)(iv)~~ of ~~Item~~the ~~304~~Securities Exchange Act of ~~Regulation~~1934, ~~S-K and~~ the ~~related~~Registrant ~~instructions~~has ~~thereto)~~duly orcaused athis ~~reportable event~~report ~~(as~~to ~~described~~be insigned ~~paragraph~~on ~~(a)(1)(v)~~its ofbehalf ~~Item~~by ~~304~~the ofundersigned, ~~Regulation~~thereunto ~~S-K)~~duly authorized.

~~Section~~CATALYST 9RESOURCE –GROUP, ~~Financial~~INC. ~~Statements~~/s/ ~~and~~Henry ~~Exhibits~~Fahman Henry Fahman, Interim President Date: November 26, 2014.

Item 9.01 Exhibits

Exhibit Number Description

16.1 Letter from M&K CPAS, PLLC.

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.

CATALYST RESOURCE GROUP, INC.

/s/ Henry Fahman

Henry Fahman, Interim President

Date: April 11, 2012

M & K CPAS, PLLC

13831 Northwest Freeway Suite 575

Houston, TX 77040

832-242-9950 ext 201 (office)

832-242-9956 (fax)

Filing Compare · CATALYST RESOURCE GROUP, INC.