f10q0309_catalyst.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

_______________

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

For the quarterly period ended March 31, 2009

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

For the transition period from ______to______.

CATALYST VENTURES INCORPORATED

(Exact name of registrant as specified in Charter

FLORIDA		333-147529		26-1095171
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

2049 Century Park East, Suite 4200, Los Angeles, CA 90067

(Address of Principal Executive Offices)

_______________

(310) 277-1513

(Issuer Telephone number)

_______________

(Former Name or Former Address if Changed Since Last Report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No 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 filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer o

Smaller Reporting Company x

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of May 14, 2009, 55,153,750 shares of Common Stock

CATALYST VENTURES INCORPORATED

FORM 10-Q

March 31, 2009

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition
Item 3	Quantitative and Qualitative Disclosures About Market Risk
Item 4T.	Control and Procedures

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings
Item 1A	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Submission of Matters to a Vote of Security Holders
Item 5.	Other Information
Item 6.	Exhibits and Reports on Form 8-K

SIGNATURE

Item 1. Financial Information

Index to Financial Statements

FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2009	PAGE

Balance Sheets	F-1

Statements of Operations	F-2

Statement of Stockholders’ Deficit	F-3/F-4

Statements of Cash Flows	F-5

Notes to Financial Statements	F-6

Catalyst Ventures Incorporated
(A Development Stage Company)
Balance Sheets

	March 31, 2009			December 31, 2008
	(unaudited)
Assets

Current assets:
Cash	$	6,713		$	9,750
Total current assets		6,713			9,750

Total Assets	$	6,713		$	9,750
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable	$	16,421		$	14,448
Notes payable - related party		344,905			344,905
Due to related parties		92,500			52,500
Accrued interest payable - related party		21,440			10,533
Total current liabilities		475,266			422,386

Commitments and contingencies

Stockholders' deficit:
Preferred stock, $.001 par value, 10,000,000 shares
authorized, no shares issued or outstanding
Common stock, $.001 par value, 100,000,000 shares authorized
55,153,750 shares issued and outstanding		55,154			55,154
Additional paid in capital		3,412,264			3,412,264
Deficit accumulated during development stage		(3,935,971	)		(3,880,054	)
Total stockholders’ deficit		(468,553	)		(412,636	)

Total liabilities and stockholders’ deficit	$	6,713		$	9,750

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

F-1

Catalyst Ventures Incorporated

(A Development Stage Company)

Statement of Operations (unaudited)

	For the three months ended			For the three months ended			For the period September 17, 2007 (Inception) to
	March 31, 2009			March 31, 2008			March 31, 2009

Income	$	-		$	-		$	-

Expenses
Professional services - related party		5,000			26,210			89,759
Failed acquisition costs		-			-			143,200
Executive compensation		-			200,000			2,600,000
General & administrative expenses		40,010			580,008			919,591
Depreciation expense		-			217			1,463
Deposit on investment written off		-			-			100,000
Deferred acquisition costs written off		-			-			6,000
Loss on property and equipment		-			-			1,143
Total expenses		45,010			806,435			3,861,156

Net operating (loss)


Other expense
Interest expense - related party		10,907			7,980			74,815
Total other expense		10,907			7,980			74,815

Net loss before provision for income taxes		(55,917	)		(814,415	)		(3,935,971	)

Provision for income taxes		-			-			-

Net (loss)	$	(55,917	)	$	(814,415	)	$	(3,935,971	)


Weighted average number of common
shares outstanding - basic and fully diluted		55,153,750			61,686,555

Net loss per share - basic and fully diluted	$	(0.00	)	$	(0.01	)

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

F-2

Catalyst Ventures Incorporated (A Development Stage Company) Statement of Stockholders' Deficit

									Deficit
							Common		Accumulated
					Additional		Stock Issued	Common	During		Total
	Common Stock				Paid-In		for Prepaid	Stock	Development		Stockholders'
	Shares		Amount		Capital		Services	Payable	Stage		Deficit

Shares issued for services - September 17, 2007		55,000,000	$	55,000	$	-			$	-	$	55,000

Shares issued for cash - September 30, 2007		47,000		47		46,953						47,000

Cash received for common stock payable								34,250				34,250

Net loss for the period

September 17, 2007 (inception) to December 31, 2007										(2,853,504)		(2,853,504)

Balance, December 31, 2007		55,047,000		55,047		46,953		34,250		(2,853,504)		(2,717,254)

Shares issued for cash - January 18, 2008		56,750		57		56,693		(34,250)				22,500

Common stock issued for prepaid services - March 11, 2008		30,000,000		30,000		22,470,000	(22,500,000)

Common stock for prepaid services cancelled - June 9, 2008		(20,000,000)		(20,000)		(14,455,806)	14,475,806

Amortization of prepaid services paid in common stock							576,613					576,613

Contribution of accrued executive compensation and related payroll taxes						2,682,055						2,682,055

Cash received for common stock payable June 19, 2008								50,000				50,000

F-3

Catalyst Ventures Incorporated

(A Development Stage Company)

Statement of Stockholders' Deficit (continued)


Shares issued for common stock payable- July 25, 2008	50,000		50		49,950			(50,000)

Common stock for Prepaid services cancelled - August 13, 2008	(10,000,000)		(10,000)		(7,437,581)	7,447,581

Net loss for the twelve months ended December 31, 2008	-		-		-	-		-		(1,026,550)		(1,026,550)

Balance, December 31, 2008 (audited)	55,153,750		55,154		3,412,264	-		-		(3,880,054)		(412,636)

Net loss for the three months ended March 31, 2009										(55,917)		(55,917)

Balance, March 31, 2009 (unaudited)	55,153,750	$	55,154	$	3,412,264	$	$		$	(3,935,971)	$	(468,553)

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

F-4

Catalyst Ventures Incorporated
(A Development Stage Company)
Statements of Cash Flows (unaudited)
	For the three Months ended March 31, 2009			For the three Months ended March 31, 2008			For the period September 17, 2007 (Inception) to March 31, 2009

Net loss	$	(55,917	)	$	(814,415	)	$	(3,935,971	)

Adjustments to reconcile net loss to
net cash used by operating activities: Shares issued for services								55,000
Depreciation expense		-			217			1,463
Amortization of prepaid services paid in common stock		-			576,613			576,613
Deferred acquisition costs written off		-			-			6,000
Deposit on investment written off		-			-			100,000
Loss on property and equipment								1,143

Changes in operating assets and liabilities:
Increase in accounts payable		1,973			-			16,421
Increase in due to related parties		40,000			-			92.500
Decrease/Increase in accrued expense reimburse-		-			1,543			-
Decrease/Increase in accrued interest payable - related party		10,907			7,980			21,440
Increase in accrued executive compensation		-			200,000			2,600,000
Decrease/Increase in accrued payroll taxes		-			12,324			82,055

Net cash used by operating activities		(3,037	)		(15,738	)		(383,336	)

Cash flows from investing activities
Increase in property and equipment		-			(982	)		(2,606	)
Deferred acquisition costs		-			-			(6,000	)
Deposit on investment		-			-			(100,000	)

Net cash used by investing activities		-			(982	)		(108,606	)

Cash flows from financing activities
Proceeds from notes payable - related party		-			-			490,903
Payments on notes payable - related party		-			(31,700	)		(145,998	)
Proceeds from sale of common stock		-			22,500			153,750

Net cash provided from financing activities		-			(9,200	)		498,655

Net increase (decrease)/increase in cash		(3,037	)		(25,920	)		6,713

Cash - beginning		9,750			25,950			-

Cash - ending	$	6,713		$	30		$	6,713

Supplemental disclosures:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

Non-cash transactions:
Common stock issued for prepaid services	$	-	$	22,500,000	$	22,500,000
Common stock for prepaid services cancelled	$	-	$	-	$	21,923,387
Contribution of accrued executive compensation and related party payroll taxes	$	-	$	-	$	2,682,055

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

F-5

Catalyst Ventures Incorporated

(A Development Stage Company)

Notes to Financial Statements

(unaudited)

Note 1: Description of Business and Summary of Significant Accounting Policies

Description of Business

Catalyst Ventures Incorporated (A Development Stage Company) (hereafter the “Company”) was organized September 17, 2007 (Date of Inception) under the laws of the State of Florida, as Catalyst Ventures Incorporated. The Company is authorized to issue 10,000,000 shares of its $.001 par value preferred stock and 100,000,000 shares of its $.001 par value common stock.

The business of the Company is that of equity development focusing in the disruptive technology and new media industries. We seek to become a robust equity development company supporting early and late-stage companies alike in high-growth geographic markets including North America, the BRIC countries (Brazil, Russia, India, and China), and South Korea.

The Company is considered a development stage company and in accordance with Statement of Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises.”

Basis of Presentation

The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). Management has included all nominal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented. Interim results are not necessarily indicative results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the 2008 annual report filed on Form 10-K.

Cash and Equivalents

For the purpose of the statement of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of March 31, 2009.

Investments

Investee companies not accounted for under the consolidation or the equity method of accounting are accounted for under the cost method of accounting. Under this method, the Company’s share of the earnings or losses of such Investee companies is not included in the Balance Sheet or Statement of Operations. However, impairment charges are recognized in the Statement of Operations. If circumstances suggest that the value of the Investee company has subsequently recovered, such recovery is not recorded.

When a cost method Investee company initially qualifies for use of the equity method, the Company’s carrying value is adjusted for the Company’s share of the past results of the Investee’s operations. Therefore, prior losses could significantly decrease the Company’s carrying value in that Investee company at that time.

Revenue Recognition

The Company has not recognized any revenues to date. The Company will recognize revenues from consulting financial advisory services, consolidating revenues of majority owned investments, and through cash flow generated from our investments.

Stock-based compensation

The Company adopted Statement of Financial Accounting Standards (SFAS) No. 123R (revised 2004), “Share-Based Payment,” requiring the Company to recognize expense related to the fair value of its employee stock option awards. SFAS-123R eliminates accounting for share-based compensation transactions using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25 (APB-25), Accounting for Stock Issued to Employees, and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

F-6

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.

Loss per Common Share

The Company presents basic loss per share (“EPS”) and diluted EPS on the face of the statement of operations. Basic EPS is computed by dividing reported losses by the weighted average shares outstanding. Diluted EPS is computed by adding to the weighted average shares the dilutive effect if stock options and warrants were exercised into common stock. For the periods ended March 31, 2009 and 2008 the denominator in the diluted EPS computation is the same as the denominator for basic EPS because the Company has no stock options and warrants outstanding.

Income Taxes

The Company follows Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes” (SFAS No. 109) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company has financial instruments whereby the fair value of the financial instruments could be different than that recorded on a historical basis in the accompanying balance sheet. The Company’s financial instruments consist of cash and payables. The carrying amounts of the Company’s financial instruments approximate their fair values as of September 30, 2008 due to their short-term nature.

Recent accounting pronouncements

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”). SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree, and the goodwill acquired. SFAS 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141R is effective for the Company with respect to business combinations for which the acquisition date is on or after January 1, 2009. The Company is currently evaluating the potential impact, if any, of the adoption of SFAS 160 on the consolidated financial position, results of operations, and disclosures.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), to address the challenges in estimating fair value when the volume and level of activity for an asset or liability have significantly decreased. This FSP emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. This FSP is effective for interim and unusual reporting periods ending after June 15, 2009. We have concluded that FSP FAS 157-4 will not have an impact on our consolidated financial statements upon adoption.

F-7

Fiscal Year End

The Company’s fiscal year end is December 31.

Note 2: Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has accumulated net losses of $3,935,971 from the period September 30, 2007 (Inception) to March 31, 2009. The Company’s current liabilities exceed its current assets by $468,553 as of March 31, 2009.

These conditions give rise to substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock as may be required and ultimately to attain profitability.

Management’s plan, in this regard, is to raise financing in an amount to be determined through a combination of equity and debt financing. Management believes it will be able to finance the continuing development for the next twelve months. However, there is no assurance that the Company will be successful in raising such financing. As of the date of these financial statements the Company has not secured a firm commitment under its financing plan.

Note 3: Note Payable

On September 19, 2008, ZumaHedgeFund, LLC (hereafter “ZumaHedgeFund”), a company managed by the brother of our current Chief Executive Officer, purchased two debts described below from related parties. At the time of purchase, the total outstanding principal and accrued interest amounts totaled $344,905. The debts purchased and on November 13, 2008 were amended and consolidated into a single convertible note that bears interest at 12% per annum and has a maturity date of December 31, 2009. The note has accrued interest totaling $20,524.20 as of March 31, 2009. The new convertible note can also be converted into stock at $0.10 per share at the request of the holder through December 31, 2009.

The Board of Directors of the Company approved the reimbursement to Kenneth Green, an officer and director of the Company of costs and expenses paid by Mr. Green on behalf of the Company totaling $216,275 as of December 31, 2008 (totaling $214,732 as of December 31, 2007). The reimbursement relates to costs and expenses paid by Mr. Green prior to the organization of the Company including costs and expenses associated with a failed acquisition. The total liability accrued interest at 10% per annum with accrued interest totaling $42,519 as of September 30, 2008. This debt was purchased by ZumaHedgeFund on October 1, 2008 and consolidated with other outstanding debts into a note accruing interest at 12% per annum and with a maturity date of December 31, 2009. The note has accrued interest totaling $20,524.20 as of March 31, 2009, as discussed above.

On September 18, 2007, the Company entered into a line of credit promissory note with Kenneth Green, an officer and director of the Company. The note is due upon demand and accrued interest at 10% per annum. During the period of September 17, 2007 (Inception) to September 30, 2008, Mr. Green advanced a total of $145,998 (127,498 as of December 31, 2007) under the note of which the Company repaid a total of $70,743 through September 30, 2008. This debt was purchased by ZumaHedgeFund on October 1, 2008 and consolidated with other outstanding debts into a note accruing interest at 12% per annum and with a maturity date of December 31, 2009. The note has accrued interest totaling $20,524.20 as of March 31, 2009, as discussed above.

Note 4: Other Related Party Transactions

On September 17, 2007, the Company hired Kenneth Green to serve as the President of the Company. Mr. Green was to be paid an annual salary of $400,000. Mr. Green was also to be paid an annual director’s fees of $200,000.

On September 17, 2007, the Company hired Patricia Hendricks to serve as the Secretary and Treasurer of the Company. Ms. Hendricks was to be paid an annual salary of $100,000. Ms. Hendricks was also to be paid an annual director’s fees of $100,000.

The Board of Directors of the Company authorized payments to Mr. Green and Ms. Hendricks of both the annual salary and director fees for years 2005, 2006 and 2007. Accordingly the Company accrued executive compensation totaling $2,600,000 and the associated payroll taxes of approximately $82,055 through the period ending March 31, 2008.

F-8

The company paid Mr. Ken Green the sum of $29,210 for consulting services in the period ended September 30, 2008 and the sum of $55,000 in the period ended September 30, 2007. These sums were made prior to June 30, 2008 and any ongoing fees relating to the agreements with Mr. Green and Ms. Hendricks have been suspended as of June 30, 2008.

In 2008, Mr. Green and Ms. Hendricks agreed to waive payment of the accrued compensation of $2,600,000 and the Company classified this accrual and the related payroll taxes of $82,055 as additional paid-in capital. On November 13, 2008, Kenneth S. Green resigned as our President, Chief Executive Officer and Chairman of the Board of Directors, and Patricia Hendricks resigned from her position as our Secretary, Treasurer and member of the Board of Directors. Their resignations were not the result of any disagreement with us on any matter relating to our operations, policies and practices.

On March 8, 2008 the Company entered into a professional services contract with Catalyst Financial Group, Inc. (“CFGI”) wherein for a term of five years CFGI will provide the company with business development and executive corporate strategic planning. The Company issued 5,000,000 of restricted common stock as compensation for the services to be performed (see Note 8). Kenneth Green is the Chief Executive Officer, director and shareholder of CFGI. This contract was cancelled and the stock was returned to the company as part of the return of 30,000,000 (See Note 8).

On October 1, 2008, the Company entered into a one-year professional services contract with majority shareholder WorldVest Equity, Inc. (WVE) through its wholly owned operating subsidiary, WorldVest, LLC (WorldVest). WorldVest will provide the Company with business development and corporate strategic planning. The Company agreed to pay $10,000 per month to WorldVest pursuant to this contract. Garrett K. Krause is the Executive Chairman of WorldVest Equity, Inc. and Managing Director of WorldVest. As of March 31 2009, the Company owed $60,000 to WorldVest pursuant to this contract.

On November 30, 2008, the Company entered into a line of credit promissory note with Zuma Investment Partners (Zuma), whereby Zuma paid a total of $3,500 on behalf of the Company to various professionals for services rendered.

On November 30, 2008, the Company entered into a line of credit promissory note with WorldVest Equity, Inc., whereby WVE paid a total of $9,000 on behalf of the Company to various professionals for services rendered. At the same time, WVE extended an additional $10,000 to the Company within this line of credit to cover short term operating expenses.

Note 5: Equity

On September 17, 2007, the Company issued 55,000,000 shares of restricted stock in exchange for consulting services rendered valued at $55,000. The common stock was issued to entities that are controlled and owned by the company’s former Chief Executive Officer. The shares were valued at the fair value of the services.

On September 30, 2007, the Company issued 47,000 shares of its common stock in exchange for a subscription receivable of $47,000. On October 3, 2007, the Company received $47,000 and reduced its subscription receivable balance.

In December 2007, the Company received $34,250 in payment of subscriptions for 34,250 shares of common stock. As the shares of common stock were issued January 18, 2008, the Company recorded a common stock payable for the $34,250 on December 31, 2007.

On January 18, 2008 the Company issued 22,500 shares of its Common stock for 22,500 in cash.

On June 9, 2008 the company cancelled 20,000,000 shares pursuant to the cancellation of the consulting contracts (see Note 8).

On June 19, 2008, the Company received $50,000 in payment for 50,000 shares of unrestricted common stock. As the shares were issued in July 2008, the Company recorded the $50,000 as a common stock payable.

On July 25, 2008 the Company Issued 50,000 shares in satisfaction of common stock payable totaling $50,000.

On August 13, 2008 the company cancelled 10,000,000 shares pursuant to the cancellation of the consulting contracts (Note 8).

Pursuant to a stock purchase agreement as of September 18, 2008, Catalyst Holding Group, LLLP, an entity owned by the Company’s former Chief Executive Officer, transferred 51,000,000 shares of the Company’s common stock to Wilmington Rexford International, Inc. for a price of twenty thousand dollars ($20,000). On November 13, 2008, Wilmington Rexford International, Inc, assigned 20,000,000 shares of the common stock to Wilmington WorldVest Partners, 20,000,000 shares to CaboWest Group, Inc. and 11,000,000 shares to Javalon Investment Partners. The total of 51,000,000 shares represents 92.47% of our issued and outstanding common stock. Garrett K Krause is the beneficial owner of Wilmington WorldVest Partners, Inc., CaboWest, and Javalon Investment Partners.

F-9

Note 6: Commitments and Contingencies

On December 5, 2007 and March 8, 2008 the Company entered into six contracts to provide professional services in return for 20,000,000 and 10,000,000 shares of restricted common stock respectively, including 5,000,000 shares of restricted common stock issued to Catalyst Financial Group, Inc., (see Note 5). All of the agreements have been assigned an effective date concurrent with the date of issuance of the stock, which is March 18, 2008. The stock has been valued at $.75 (seventy five cents) per share, as the estimated fair market value of the common stock. Accordingly on March 18, 2008, $22,500,000 in prepaid professional fee contracts was recorded on the books of the Company. The prepaids were to be amortized over the lives of the contracts, which bear either one year or five years terms. As of this time all six contracts have been cancelled and the 30,000,000 shares have been returned to treasury.

On June 9, 2008 the Company cancelled four of the six contracts to provide professional services and the stock certificates for 20,000,000 shares of the restricted common stock, which represented all of the stock issued for those contracts, were also cancelled and returned to the Company. The related prepaid professional fees recorded on the books of the Company of $15,000,000 less $576,613 of the prepaid professional fees which were amortized and expensed as of the period ended March 31, 2008, have been reversed on the books of the Company as of June 30, 2008. The agreements provide for the development and implementation of advertising and marketing programs and concurrent efforts at business development.

On August 13, 2008 the Company cancelled the remaining two of the six contracts to provide professional services and the stock certificates for 10,000,000 shares of the restricted common stock, which represented all of the stock issued for those contracts, were also cancelled and returned to the Company. The agreements provide for the development and implementation of advertising and marketing programs and concurrent efforts at business development.

Note 7: Subsequent Events

On April 9, 2009, Wilmington WorldVest Partners, CaboWest Group, and Javalon Investment Partners sold an aggregate 51,000,000 shares of Catalyst Ventures common stock to WorldVest Equity, Inc., a Global Merchant Bank located in Los Angeles California for a price of three hundred thousand dollars ($300,000). The total of 51,000,000 shares represents 92.47% of our issued and outstanding common stock. Garrett K. Krause is the Executive Chairman of WorldVest Equity, Inc. and will be deemed a beneficial owner of 92.47% of the fully diluted WorldVest Equity, Inc. stock through investment companies and trusts for which Garrett K. Krause is either Executive Chairman and/or Managing Director.

F-10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section of the Registration Statement includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Plan of Operations

During the next twelve months, we seek to identify, invest-in, and develop early and late-stage investment opportunities on a global basis. At this time we have identified a limited number of unique transactions located in the United States, China, Brazil, and South Korea. Going forward, though our global business development channels, seek to identify additional, high-caliber investment targets and raise capital through a Regulation D private placement offering.

Limited Operating History

We have generated approximately one full year of financial information and have not previously demonstrated that we will be able to expand our business through an increased investment in our product line and/or marketing efforts. We cannot guarantee that the expansion efforts and business objectives described in this Registration Statement will be successful. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our new products and/or sales methods.

If financing is not available on satisfactory terms, we may be unable to continue expanding our operations. Equity financing will result in a dilution to existing shareholders.

Results of Operations

For the period from inception through March 31, 2009, we had no revenue. Expenses for the three months ended March 31, 2009 totaled $55,917 resulting in a loss of $55,917. Expenses of $55,917 for the period consisted of $40,010 for general and administrative expenses, $5,000 for professional services-related party, and $10,907 for interest expenses - related party.

Expenses for the three months ended March 31, 2008 totaled $ 814,415 resulting in a loss of $ 814,415. These expenses consisted of $26,210 for professional fees - related party, $200,000 for executive compensation, $580,008 for general & administrative expenses, $217 for depreciation expense, and $7,980 for interest expense.

Capital Resources and Liquidity

As of March 31, 2009 we had $ 6,713 in cash, $6,713 in total assets and $475,266 in total current liabilities. The Company’s current liabilities exceed its current assets by $468,553 as of March 31, 2009.

We believe we can satisfy our cash requirements for the next twelve months with our current cash, expected revenues and continued funding from WorldVest Equity, Inc.. At this time the company has an agreement from ZumaHedgeFund, LLC whereby they will continue to accrue the interest on the debt as they intend to convert their debt into common stock over the next 12 months. However, completion of our plan of operation is subject to attaining adequate revenue and additional financing. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without adequate revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to potentially achieve our profit, revenue, and growth goals.

We will work closely with WorldVest Equity, Inc. (hereafter “WorldVest”), which is a global merchant bank and our majority shareholder. WorldVest provides capital raising and venture services, as well as extensive global relationships to enhance and support the development of the Company’s portfolio investments. Among those relationships is a unique, proprietary business license in China that allows WorldVest, and any related subsidiaries, to conduct consulting and advisory business in China without the need for any Chinese partners. Additionally, WorldVest has established equally beneficial relationships with the business communities and governments of Brazil and South Korea.

We anticipate that our operational, and general and administrative expenses for the next 12 months will be minimal. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan.

In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core business. Should this occur, we would likely seek additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report

Investments

The Company reviewed its investment for impairment as of December 31, 2008 and decided to take a full write-off of this investment because management felt that there were no significant operations or revenues in the Investee Company to substantiate a value on our financial statements.

Revenue Recognition

Stock-based compensation

Recent accounting pronouncements

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable because we are a smaller reporting company.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”),of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There have been no changes in the Company’s internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors

Not applicable because we are a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports of Form 8-K.

(a) Exhibits

31.1 Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer

32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

(b) Reports of Form 8-K

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CATALYST VENTURES INCORPORATED

Date: May 14, 2009	By:	/s/ GARRETT K. KRAUSE
		GARRETT K. KRAUSE
		Chairman, CEO, and Director