Catalyst Paper Services D/A $311.72M in debt

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001144906

NORSKE SKOG CANADA LTD

British Columbia Forest Products Limited

Fletcher Challenge Canada Limited

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

CATALYST PAPER CORP

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
CATALYST PAPER CORP
Street Address 1		Street Address 2
2ND FLOOR		3600 LYSANDER LANE
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
RICHMOND BC CANADA	A1	V7B 1C3	604-247-4017

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001477445

Catalyst Paper Corporation

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

06068900 B.C. Ltd.

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
06068900 B.C. Ltd.
Street Address 1		Street Address 2
3600 LYSANDER LANE		2ND FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
RICHMOND	A1	V7B 1C3	604-247-4400

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001477457

NorskeCanada

	Corporation
	Limited Partnership
	Limited Liability Company
X	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Catalyst Paper

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Catalyst Paper
Street Address 1		Street Address 2
3600 LYSANDER LANE		2ND FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
RICHMOND	A1	V7B 1C3	604-247-4400

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001477444

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Catalyst Paper (Snowflake) Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2008
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Catalyst Paper (Snowflake) Inc.
Street Address 1		Street Address 2
SPUR 277N
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SNOWFLAKE	AZ	85937	928-536-9201

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001477454

Norske Skog Paper Company

Norske Skog Canada (USA) Inc.

Fletcher Challenge Paper Company

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Catalyst Paper (USA) Inc.

Jurisdiction of Incorporation/Organization

CALIFORNIA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Catalyst Paper (USA) Inc.
Street Address 1		Street Address 2
2101 FOURTH AVENUE		SUITE 1950
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SEATTLE	WA	98121	206-838-2020

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001477456

Norske Skog Canada Finance Limited

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Catalyst Paper Finance Ltd

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Catalyst Paper Finance Ltd
Street Address 1		Street Address 2
3600 LYSANDER LANE		2ND FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
RICHMOND	A1	V7B 1C3	604-247-4400

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001477455

NSCL Holdings Inc.

FCC Holdings Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Catalyst Paper Holdings Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Catalyst Paper Holdings Inc.
Street Address 1		Street Address 2
2101 FOURTH AVENUE		SUITE 1950
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SEATTLE	WA	98121	206-838-2020

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001477442

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Catalyst Paper Recycling Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2008
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Catalyst Paper Recycling Inc.
Street Address 1		Street Address 2
SPUR 277 N.
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SNOWFLAKE	AZ	85937	925-536-9201

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001477543

Norske Skog Canada Services Kft

	Corporation
	Limited Partnership
X	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Catalyst Paper Services (Hungary) Ltd Liability Co

Jurisdiction of Incorporation/Organization

HUNGARY

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Catalyst Paper Services (Hungary) Ltd Liability Co
Street Address 1		Street Address 2
HERMINA UT 17. IV EMELET
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
BUDAPEST	K5	1146	36.1.471.8910

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001477453

Norske Skog Canada Sales Inc.

Fletcher Challenge Canada Sales Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Catalyst Pulp & Paper Sales Inc.

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Catalyst Pulp & Paper Sales Inc.
Street Address 1		Street Address 2
3600 LYSANDER LANE		2ND FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
RICHMOND	A1	V7B 1C3	604-247-4400

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001477452

Norske Skog Canada Pulp Operations Limited

3418146 Canada Limited

Fletcher Challenge Canada Pulp Operations Limited

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Catalyst Pulp Operations Ltd

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Catalyst Pulp Operations Ltd
Street Address 1		Street Address 2
3600 LYSANDER LANE		2ND FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
RICHMOND	A1	V7B 1C3	604-247-4400

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001477557

Fletcher Challenge Canada Pulp Sales Inc.

Norske Skog Canada Pulp Sales Inc.

561600 British Columbia Limited

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Catalyst Pulp Sales Inc.

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Catalyst Pulp Sales Inc.
Street Address 1		Street Address 2
3600 LYSANDER LANE		2ND FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
RICHMOND	A1	V7B 1C3	604-247-4400

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001160290

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

ELK FALLS PULP & PAPER LTD

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
ELK FALLS PULP & PAPER LTD
Street Address 1		Street Address 2
3600 LYSANDER LANE		2ND FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
RICHMOND	A1	V7B 1C3	604-247-4400

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001086054

MB Paper Sales Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

PACIFICA PAPERS SALES INC

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
PACIFICA PAPERS SALES INC
Street Address 1		Street Address 2
2101 FOURTH AVENUE		SUITE 1950
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SEATTLE	WA	98121	206-838-2020

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001086053

MB Paper Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

PACIFICA PAPERS US INC

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
PACIFICA PAPERS US INC
Street Address 1		Street Address 2
2101 FOURTH AVENUE		SUITE 1950
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SEATTLE	WA	98121	206.838-2020

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001086492

MB Poplar Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

PACIFICA POPLARS INC

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
PACIFICA POPLARS INC
Street Address 1		Street Address 2
2101 FOURTH AVENUE		SUITE 1950
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SEATTLE	WA	98121	206.838.2020

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001160303

558654 British Columbia Limited

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

PACIFIC POPLARS LTD

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
PACIFIC POPLARS LTD
Street Address 1		Street Address 2
3600 LYSANDER LANE		2ND FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
RICHMOND	A1	V7B 1C3	604.247.4400

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001477443

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Apache Railway Co

Jurisdiction of Incorporation/Organization

ARIZONA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Apache Railway Co
Street Address 1		Street Address 2
SPUR 277 N.
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SNOWFLAKE	AZ	85937	928.536.9201

3. Related Persons

Last Name	First Name	Middle Name
Chambers	Thomas	S.
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Collins	Gary
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Dickson	William	F.
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Desbiens	Michael
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Duster, IV	Benjamin	C.
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Garneau	Richard
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:	X	Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Jean	Denis
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Marshall	Jeffrey	G.
Street Address 1	Street Address 2
c/o Catalyst Paper Corpporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Wadhwaney	Amit	B.
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Baarda	Brian
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:	X	Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Boniferro	Stephen
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Crowley	L.	Thomas
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:	X	Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Seager	Valerie	B.
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:	X	Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Staiger	Peter	M.
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:	X	Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lindstrom	Robert	H.
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:	X	Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Johnston	Brian
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Fawcett	Thomas
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:	X	Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Fitzpatrick	John
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Vellani	Khairun
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sakai	Patricia	Megumi
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
McLeod	Douglas
Street Address 1	Street Address 2
c/o Catalyst Paper Corporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Stapleton	Matthew
Street Address 1	Street Address 2
c/o Catalyst Paper Clorporation	3600 Lysander Lane, 2nd Floor
City	State/Province/Country	ZIP/PostalCode
Richmond	A1	V7B 1C3

Relationship:	X	Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range
	No Revenues	No Aggregate Net Asset Value
	$1 - $1,000,000	$1 - $5,000,000
	$1,000,001 - $5,000,000	$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000	$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000	$50,000,001 - $100,000,000
X	Over $100,000,000	Over $100,000,000
	Decline to Disclose	Decline to Disclose
	Not Applicable	Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))

Rule 505

Rule 504 (b)(1)(i)

Rule 506

Rule 504 (b)(1)(ii)

Securities Act Section 4(5)

Rule 504 (b)(1)(iii)

Investment Company Act Section 3(c)

Section 3(c)(1)

Section 3(c)(9)

Section 3(c)(2)

Section 3(c)(10)

��

Section 3(c)(3)

Section 3(c)(11)

Section 3(c)(4)

Section 3(c)(12)

Section 3(c)(5)

Section 3(c)(13)

Section 3(c)(6)

Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

	New Notice			Date of First Sale			X	First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

	Equity	Pooled Investment Fund Interests
X	Debt	Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security	Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?

Yes

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor

$1,000

USD

12. Sales Compensation

Recipient

Recipient CRD Number

None

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Genuity Capital Markets USA Corp.

135674

Street Address 1

Street Address 2

40 King Street West, Suite 4900

City

State/Province/Country

ZIP/Postal Code

Toronto

M5H 3Y2

State(s) of Solicitation (select all that apply)
Check “All States” or check individual States

All States

Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount

$311,720,000

USD

Indefinite

Total Amount Sold

USD

Total Remaining to be Sold

$311,720,000

USD

Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions

$3,010,700

USD

Estimate

Finders' Fees

USD

Estimate

Clarification of Response (if Necessary):

Assumes exchange of all outstanding Notes.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
CATALYST PAPER CORP	/s/ Valerie B. Seager	Valerie B. Seager	Authorized Officer	2010-02-16
06068900 B.C. Ltd.	/s/ Valerie B. Seager	Valerie B. Seager	Authorized Officer	2010-02-16
Catalyst Paper	/s/ Valerie B. Seager	Valerie B. Seager	Authorized Officer	2010-02-16
Catalyst Paper (Snowflake) Inc.	/s/ Valerie B. Seager	Valerie B. Seager	Authorized Officer	2010-02-16
Catalyst Paper (USA) Inc.	/s/ Valerie B. Seager	Valerie B. Seager	Authorized Officer	2010-02-16
Catalyst Paper Finance Ltd	/s/ Valerie B. Seager	Valerie B. Seager	Authorized Officer	2010-02-16
Catalyst Paper Holdings Inc.	/s/ Valerie B. Seager	Valerie B. Seager	Authorized Officer	2010-02-16
Catalyst Paper Recycling Inc.	/s/ Valerie B. Seager	Valerie B. Seager	Authorized Officer	2010-02-16
Catalyst Paper Services (Hungary) Ltd Liability Co	/s/ Patricia M. Sakai	Patricia M. Sakai	Authorized Officer	2010-02-16
Catalyst Pulp & Paper Sales Inc.	/s/ Valerie B. Seager	Valerie B. Seager	Authorized Officer	2010-02-16
Catalyst Pulp Operations Ltd	/s/ Valerie B. Seager	Valerie B. Seager	Authorized Officer	2010-02-16
Catalyst Pulp Sales Inc.	/s/ Valerie B. Seager	Valerie B. Seager	Authorized Officer	2010-02-16
ELK FALLS PULP & PAPER LTD	/s/ Valerie B. Seager	Valerie B. Seager	Authorized Officer	2010-02-16
PACIFICA PAPERS SALES INC	/s/ Valerie B. Seager	Valerie B. Seager	Authorized Officer	2010-02-16
PACIFICA PAPERS US INC	/s/ Valerie B. Seager	Valerie B. Seager	Authorized Officer	2010-02-16
PACIFICA POPLARS INC	/s/ Valerie B. Seager	Valerie B. Seager	Authorized Officer	2010-02-16
PACIFIC POPLARS LTD	/s/ Valerie B. Seager	Valerie B. Seager	Authorized Officer	2010-02-16
Apache Railway Co	/s/ Valerie B. Seager	Valerie B. Seager	Authorized Officer	2010-02-16

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Catalyst Paper Services Inactive D/A$311.72M in debt