As filed with the Securities and Exchange Commission on September 20, 2006
Registration No. 333-136075

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Amendment No.1)

CATALYST VENTURES INCORPORATED
(Name of small business issuer in its charter)

Nevada 20-4677834
- ------------------------------- ---------------------------- -------------------
(State or jurisdiction of (Primary Standard Industrial(I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

1739 Creekstone Circle, San Jose, California 95133
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(Address and telephone number of principal executive offices)

Hughes Airport Business Park, Las Vegas, Nevada
------------------------------------------------
(Address of principal place of business or intended principal place of business)

Incorp Services, 3765 Pecos McLeod, Suite 1400, Las Vegas, Nevada 89121
(702)866-2500
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(Name, address, and telephone number of agent for service)

With Copies to:

Lucky McMahon
Attorney at Law
113 SE 22nd Street
Suite 1
Bentonville, Arkansas 72712

Approximate date of proposed sale to the public: As soon as is practicable
---------------------------
after this Registration Statement becomes effective.
----------------------------------------------------

If this Form is filed to register additional securities for an offering pursuant
to Rule 462 (b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462 (c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
[ ]

If this Form is a post-effective amendment filed pursuant to Rule 462 (d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
[ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]

CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED (1) PER SHARE (1) OFFERING PRICE (1) FEE
- --------------------------------------------------------------------------------------------

Common Stock,
$0.001 par value $200,000 $ .50 $ 100,000 $21.40
- --------------------------------------------------------------------------------------------

(1) The 200,000 shares of common stock being registered will be sold to
investors at a price of $.50 per share, making the maximum registration fee the
sum of $21.40 ($200,000 x 0.0001070000 = $21.40).

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of or until the registration statement shall become effective on
such date as the SEC, acting pursuant to said Section 8 (a), may determine.

CATALYST VENTURES INCORPORATED
Sale of 200,000 shares of common stock

This prospectus relates to the registration and sale of 200,0000 shares
of the registrant's common stock. Shares offered by the registrant may be sold
by one or more of the following methods:

1. Face to face transactions between the registrant and purchasers
without a broker.

A current prospectus must be in effect at the time of the sale of the
shares of common stock discussed above.

The registrant that sells the stock registered hereunder is required to
deliver a current prospectus to the purchaser/investor upon the purchase of such
stock by the investor. In addition, for the purposes of the Securities Act of
1933, sellers may be deemed underwriters. Therefore, the registrant may be
subject to statutory liabilities if the registration statement, which includes
this prospectus, is defective by virtue of containing a material misstatement of
fact or by failing to disclose a material fact.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE THE
REGISTRANT'S STOCK ONLY AFTER CAREFULLY CONSIDERING THE RISKS ASSOCIATED WITH AN
INVESTMENT IN THE REGISTRANT AND ITS COMMON STOCK. THE REGISTRANT URGES ANY
PROSPECTIVE INVESTOR TO READ THE RISK FACTORS SECTION OF THIS PROSPECTUS, WHICH
BEGINS ON PAGE 3 HEREIN, ALONG WITH THE REST OF THIS PROSPECTUS, BEFORE MAKING
AN INVESTMENT DECISION.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL
AND COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is September 25, 2006.

TABLE OF CONTENTS

Page
----
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Summary Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Determination of Offering Price. . . . . . . . . . . . . . . . . . . . . . 16
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Plan of Distribution and Selling . . . . . . . . . . . . . . . . . . . . . 18
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Principal Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . 20
Shares Eligible for Future Sale . . . . . . . . . . . . . . . . . . . . . 21
Interest of Named Experts and Counsel. . . . . . . . . . . . . . . . . . . 21
Disclosure of Commission Position on Indemnification for
Securities Act Liabilities. . . . . . . . . . . . . . . . . . . . . . 21
Organization Within Last Five Years. . . . . . . . . . . . . . . . . . . . 21
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . 26
Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Market for Common Equity and Related Stockholder Matters . . . . . . . . . 27
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Changes in and Disagreement With Accountants on Accounting
and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . 28
Legal Maters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in
this prospectus. To understand this offering fully, you should read the entire
prospectus carefully, including the risk factors and financial statements.

CATALYST VENTURES INCORPORATED

Catalyst Ventures Incorporated was incorporated in the state of Nevada
on April 7, 2006 for the purpose of specializing in corporate, commercial, and
general aviation services, bulk fuel, diesel, and aviation fuel distribution.

Catalyst Ventures Incorporated's principal executive offices are
located at 1739 Creekstone Circle, San Jose, California 95133, and its telephone
number is (408)272-1765. All references herein to we, our, or us, and sometimes
its, refer to Catalyst Ventures Incorporated, a Nevada corporation.

THE OFFERING

Common Stock to
be Sold: 200,000 shares

Shares of Common
Stock Outstanding
at Start of
Offering: 1,500,000 shares

Risk Factors: The Shares offered hereby should be considered a speculative
investment, involving a high degree of risk, including the
loss of the entire investment. See "RISK FACTORS."

Proceeds: As proceeds are received by the Company, such proceeds will
be immediately available for use by the Company, without
impound or escrow, to be utilized for such expenses,
including, but not limited to the following: franchise sales
and marketing; salaries and general administrative costs;
marketing, advertising, and publicity costs; acquisition of
inventory and general working capital; commissions and fees;
and legal, printing, marketing, and other offering expenses.

Lack of Market
for the Company's
Securities: There is currently no market for the Company's common stock;
there is no assurance that any market will develop; if a
market develops for the Company's securities, it will likely
be limited, sporadic, and highly volatile.

Determination of
Offering Price: The offering price and terms for the common stock offered in

this prospectus were arbitrarily fixed by the Company's
management based upon the Company's presently contemplated
financial needs. No investment banker or other appraiser was
consulted regarding such price and terms. The offering price
bears no particular relationship to the Company's existing
or pro forma assets, book value, or net worth or its
possible future earnings. After the Company's common stock
offered in this prospectus is purchased by investors, the
public trading price of the shares of common stock will be
determined by market makers independent of the Company.

SUMMARY FINANCIAL DATA

The summary financial information presented below is derived from the
audited financial statements for the period from April 7, 2006, (inception)
through April 30, 2006

STATEMENT OF
OPERATION DATA: Period from April 7, 2006
(inception) through
April 30, 2006.

Revenues ---
Operating Expenses 22,350
Net Loss (22,980)

BALANCE SHEET DATA:

Cash and cash equivalents 50,000
Total assets 50,000
Working capital (21,480)
Note payable short-term debt 1,480
Additional paid in capital -
Accumulated Deficit (22,980)
Total Liabilities and Stockholders' Equity (deficit) 50,000

RISK FACTORS

AN INVESTMENT IN THE SHARES OFFERED IN THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK, SHOULD BE REGARDED AS SPECULATIVE, AND SHOULD ONLY BE MADE BY
PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. ACCORDINGLY,
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS, IN
ADDITION TO THE OTHER INFORMATION CONCERNING THE COMPANY AND ITS BUSINESS
CONTAINED IN THIS PROSPECTUS BEFORE PURCHASING THE SHARES OFFERED HEREBY. THE
FOLLOWING FACTORS ARE NOT TO BE CONSIDERED A DEFINITIVE LIST OF ALL RISKS
ASSOCIATED WITH AN INVESTMENT IN THE SHARES.

WHEN USED IN THIS PROSPECTUS, THE WORDS "FORECASTS," "ESTIMATES,"
"PROJECTIONS," AND OTHER SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES, INCLUDING THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS PROSPECTUS
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED.

BUSINESS RISKS

We are a development size business, with no operations, established
customers, or market recognition.

Catalyst Ventures, Inc. has a Limited History of Operations and has not
yet Reached Operating Costs.

The Company is a development-stage company and its proposed business is
highly competitive in nature, subject to ever-changing technology and trends,
and there are limited criteria for establishing its value. Further, the
Company's potential for success may be materially affected by unpredictable
competitive and technology trends that cannot be easily identified or limited
and which are beyond its control.

The project has no past operational history. However, it has an
experienced management team from the banking industry to guide it. The Company
was formed in April of 2006 and to date has one office. Each office that is
maintained for the benefit of the Company's business operates as a company.
Although the Company has raised all the start-up capital and covered development
costs in building a growing Flight Support Services Corporation, revenues have
not yet reached operating costs. The Company will continue to incur losses until
the sales and/or services grow to meet and then surpass expenses. Additionally,
there is no assurance that revenues generated will meet the expenses of the
Company.

The market for the Company's services, particularly over the Internet,
is in the preliminary stage of development

The market for the Company's services, particularly over the Internet,
is in the preliminary stage of development and is rapidly evolving. Demand and
market acceptance for recently introduced services and products are subject to a
high level of uncertainty. This uncertainty is compounded by the risk that
consumers will not adopt online commerce and that an appropriate infrastructure
necessary to support increased commerce on the Internet will fail to develop to
a sufficient extent and within an adequate time frame to permit the Company to
succeed.

The Company's business is speculative and dependent upon acceptance of
the Company's products and services by the business community and the general
public.

The Company's business is speculative and dependent upon acceptance of the
Company's products and services by the business community and the general
public. There is no assurance as to whether the Company will be successful and
generate a profit from its operations. There is no assurance that the Company
will earn revenues sufficient to maintain its operations or that investors will
not lose their entire investment.

While there are no clear threats that would cause one to conclude today
that the industry will not continue to thrive, there can be no assurance that
the industry will grow.

The growing appeal of the Flight Support Services industry among
business owners has been attributed to increased outsourcing of flight support
services by the Department of Defense, and Corporate Air Charter Operations.
While there are no clear threats that would cause one to conclude today that the
Flight Support Services industry will not continue to thrive, there can be no
assurance that the industry will continue to grow at the rates of the last
several years. The Company believes there has been little penetration by the
Flight Support Services industry into the market of potential business
customers. However, if the growth of the Flight Support Services industry were
to lessen or decline, the Company would expect to face heightened competition
with weakened profitability, and a reduced share of the flight support services
market, which would materially adversely affect the Company's business.

There are no major political risks to the "nuts-and-bolts" nature of
the businesses and markets we have focused upon. While the
corporate/general/commercial aviation arenas tend to be quite sensitive to major
industry cycles affecting the discretionary nature of air transportation, the
nature of the bulk fuel distribution, and logistics and heavy freight logistics
market are significantly less volatile, as they comprise the backbone of the
industrial economy---despite the increasing prices, fuel, and freight are
critical components of the North American economy.

The performance of the Company's web site is dependent upon the
Internet and third-parties for access to client products and services.

The performance of the Company's web site is dependent upon the
Internet and third-parties for access to client products and services. If the
Internet were to become regularly unavailable for many hours at a time, or its
ability to handle traffic loads deteriorate enough to cause frequent
unavailability or very slow response times, there would be less traffic to the
Company's web site and the public's perception of the quality of the Company's
services could suffer. To date, the Internet has proven highly resilient and
responsive to rapid growth in its use, and many of the world's
telecommunications, software, and hardware companies are continually investing
in additional capacity and improvements.

Sales of the Company's services are expected to depend upon a robust
industry and infrastructure for providing Internet access and carrying the
rapidly increasing Internet traffic. Certain critical issues concerning the
commercial use of the Internet (including capacity to handle projected increases
in traffic, security, reliability, cost, and quality of service) remain unsolved
and may impact the growth of Internet use. The Internet may not prove to be a
viable commercial marketplace because of inadequate development of the necessary
infrastructure, such as a reliable network backbone or timely development of
complementary products, such as high speed modems. Global commerce and online

exchange of information on the Internet is new and evolving, therefore it is
difficult to predict with any assurance whether the infrastructure or
complementary products necessary to make the internet a viable commercial
marketplace will continue to be developed. Although the Company expects to be
responsive to changes in the Internet or technology, there can be no assurance
that the Company will be successful in achieving widespread acceptance of its
services before competitors offer services with speed and performance equal to
or greater than that of the Company. The growth or change of the Internet, or
adoption of new technologies could potentially harm the Company's business,
operating results, and financial condition.

The Company's success, and in particular its ability to effect
transactions on the Internet and provide high quality customer service, depends
on the efficient and uninterrupted operation of its computer and communications
hardware systems. These systems and operations are vulnerable to damage or
interruption from earthquakes, floods, fires, power loss, telecommunication
failures, break-ins, sabotage, intentional acts of vandalism, and similar
events. The Company does not presently have fully redundant systems, a formal
disaster recovery plan, or alternative providers of hosting services, and does
not carry sufficient business interruption insurance to compensate it for losses
that may occur. Despite any precautions taken by, and planned to be taken by the
Company, the occurrence of a natural disaster or other unanticipated problems at
the facility could result in interruptions in the service provided by the
Company. In addition, the failure by the Company's outside host servers to
provide the data communications capacity required by the Company, as a result of
human error, natural disaster, or other operational disruption, could result in
interruptions in the Company's online services. Any damage to or failure of the
systems of the Company could result in reductions in, or terminations of,
millenniumexchange.net, which could have a material adverse effect on the
Company's business, results of operations, and financial condition.

The market for purchasing and trading goods services over the Internet
is new, evolving, and intensely competitive, and the Company expects competition
to intensify further in the future.

The information and communications industries are characterized by
rapid technological change, changes in customer requirements, frequent new
service and product introductions and enhancements, and emerging industry
standards. The introduction of new services embodying new technologies and the
emergence of new industry standards and practices can render existing services
or products obsolete and unmarketable. The Company's future success will depend,
in part, on its ability to develop leading technologies that address the
increasingly sophisticated and varied needs of its prospective customers.

While there are no undue industry risks affecting the North American
corporate and general aviation marketplace, bulk fuel distribution marketplace,
and logistical marketplaces, the nature of our entire economy if cyclical in
nature, and tends to run in 7 year increments of prosperity, punctuated with 1-3
years of recession, or stagnation. As a corporation with an emphasis upon
strategic issues, wee innately understand the cyclical nature of the
marketplace, and have a long-term focus to provide the best value and service
offering in the specific markets in which we compete. We have specifically
targeted acquiring established, profitable companies that have or are poised to
achieve prominence in their specific vertical and geographic markets.

Certain of the Company's potential competitors have longer operating
histories, larger customer bases, and greater brand recognition than the
Company, as well as significantly greater financial, marketing, technical, and
other resources.

The market for purchasing flight support services over the Internet is
new, rapidly evolving, and intensely competitive, and the Company expects
competition to intensify further in the future. Barriers to entry are relatively
low, and current and new competitors can launch new sites at a relatively low
cost using commercially available software. The Company currently or potentially
competes with a number of other online flight support services such as Lockheed
Martin, General Dynamics, and DynAir Corp. Certain of these potential
competitors have stronger brand recognition and greater experience in online
flight support services than the Company. Competitive pressures created by any
one of these companies, or by the Company's competitors collectively, could have
a material adverse effect on the Company's business, results of operations, and
financial condition.

The Company believes that the principal competitive factors in its
market are volume and selection of goods and services, population of buyers and
sellers, community cohesion and interaction, customer service, reliability of
delivery and payment by users, brand recognition, web site convenience and
accessibility, price, quality of search tools, and system reliability. Certain
of the Company's current and many of the Company's potential competitors have
longer operating histories, larger customer bases, and greater brand recognition
than the Company as well as significantly greater financial, marketing,
technical, and other resources. In addition, other online flight support
services may be acquired by, receive investments from, or enter into other
commercial relationships with larger, well-established and well-financed
companies as use of the Internet and other online services increase. Therefore,
certain of the Company's competitors with other revenue sources may be able to
devote greater resources to marketing and promotional campaigns, adopt more
aggressive pricing policies, and devote substantially more resources to web site
and systems development than the Company. Increased competition may result in
reduced operating margins, loss of market share, and diminished value in the
Company's brand. There can be no assurance that the Company will be able to
compete successfully against current and future competitors. Further, as a
strategic response to changes in the competitive environment, the Company may,
from time to time, make certain pricing, service, or marketing decisions or
acquisitions that could have a material adverse effect on its business, results
of operations, and financial condition. New technologies and the expansion of
existing technologies may increase to competitive pressures on the Company by
enabling the Company's competitors to offer a lower-cost service. In addition,
companies that control access to transactions through network access or web
browsers could promote the Company's competitors or charge the Company
substantial fees for inclusion. Any of these events could have a material
adverse effect on the Company's business, results of operations, and financial
condition.

There are risks associated with owning a penny stock.

For example, one risk of owning a penny stock is that if a
broker-dealer is the sole market maker, that broker-dealer must disclose this
fact and its presumed control over the market and monthly account statements
showing the market value of each penny stock held in the customer's account.
This requirement may have the effect of reducing the level of trading activity,
if any, in the secondary market for a security that is subject to the penny
stock rules.

The issuance of Preferred Stock could adversely affect the rights of
the holders of common stock and, therefore, reduce the value of the common
stock.

The Company is authorized to issue up to 5,000,000 shares of preferred
stock ("Preferred Stock"). As of April 30, 2006, there were no shares of
Preferred Stock issued. At the present time, the Company has no plans to issue
any Preferred Stock. It is not possible to state the actual effect of the
issuance of any shares of Preferred Stock on the rights of holders of common
stock until the Board of Directors determines the specific rights of the holders
of any Preferred Stock to be issued. However, these effects might include:

1. Restricting dividends on the common stock;

2. Diluting the voting power of the common stock;

3. Impairing the liquidation rights of the common stock; and

4. Delaying or preventing a change in control of the Company without
further action by the shareholders.

MANAGEMENT RISKS

Control of the Company by Principal Shareholders. There are no
independent directors on the Company's Board of Directors. As owners of
1,000,000 shares of the Company's common stock, which is two-thirds of its
presently issued and outstanding stock, the principal shareholders of the
Company own 66.67% of its capital stock. After the completion of this Offering,
and assuming the maximum number of Shares offered by this Prospectus are sold,
the principal shareholders of Catalyst Ventures will maintain a majority share
of the voting stock of the Company. Accordingly, the principal shareholders of
the Company will be able to elect all of the Company's directors and are in a
position to totally control the Company. Additionally, there is no guarantee
that Wilkerson Resources, Inc. will vote its shares with the other Principal
Shareholders.

See "MANAGEMENT," and "PRINCIPAL OWNERS."

Dependence on Key Personnel. The success of the project depends upon
the experience and expertise of the management team. However, Mr. Ken Green, the
Chairman and his team bring extensive management and operational experience and
expertise in the areas of aviation operations, information technology,
organizational management, finance & accounting, logistics, and petroleum
marketing markets to succeed in their mission. The Company's success depends in
large part upon the continued services of its senior management, as well as its
ability to attract and retain additional qualified managerial and technical
personnel. Significant competition exists for the services of such personnel and
there can be no assurance that the Company will successfully attract or retain
such personnel.

Limitation on Liability of Directors. The Company's Bylaws
substantially limit the liability of directors to the Company and its
shareholders for breach of fiduciary and other duties to the Company. As noted
under "Fiduciary Responsibilities and Indemnification of Management", the
Company's management will not be liable to the Company for, and will be
indemnified and held harmless by the Company in connection with the consequences
of any act or failure to act, unless such act or failure to act is attributable
to gross negligence or willful misconduct. The existence of such provisions
gives the Investors more limited causes of action than they might otherwise have
in the absence of such provisions. For example, if this limitation were not
contained in the Company's Bylaws, the shareholders of the Company would have a
cause of action against the Company's directors for any act of negligence which
arose by either commission or omission. It is much easier to prove that someone
acted in a negligent manner than it is to prove that someone acted with gross
negligence or engaged in willful misconduct. In many jurisdictions, the
definition of gross negligence is as set forth below:

Gross negligence includes two elements: (1) viewed objectively from the
actor's standpoint, the act or omission must involve an extreme degree
of risk, considering the probability and magnitude of the potential
harm to others, and (2) the actor must have actual, subjective
awareness of the risk involved, but nevertheless proceed in conscious
indifference to the rights, safety, or welfare of others.

The typical definition of ordinary negligence is as follows:

Negligence means failure to use ordinary care, that is, failing to do
that which a person of ordinary prudence would have done under the same
or similar circumstances or doing that which a person of ordinary
prudence would not have done under the same or similar circumstances.

As can be seen from the definitions of negligence and gross negligence shown
above, it is much harder for a claimant to prove gross negligence than it is to
prove ordinary negligence.

FINANCING RISKS

Limited Working Capital and Need for Additional Financing. The Company
has limited working capital. It may commence operations with less than full
subscription of this Offering, and will thereafter need to acquire additional
capital to fully execute its business plan. However, there can be no assurance
that the Company will be successful in acquiring such additional capital.

Financial Projections. Financial projections concerning the estimated
operating results of the Company may be included with the Prospectus. The
projections would be based on certain assumptions which could prove to be
inaccurate and which would be subject to future conditions which may be beyond
the control of the Company, such as general industry conditions. The Company may
experience unanticipated costs, or anticipated sales may not materialize,
resulting in lower revenues than forecasted. There is no assurance that the
results illustrated in any financial projections will in fact be realized by the
Company. The financial projections are prepared by management of the Company and
have not been examined or compiled by independent certified public accountants.
Accordingly, neither independent certified public accountants nor counsel to the
Company are providing any level of assurance on such financial projections.

OFFERING AND OTHER INVESTMENT RISKS

Arbitrary Offering Price. The Offering price of the Securities offered
hereby was, in part, arbitrarily determined by the Company and bears no
relationship to earnings, asset values, book value or any other recognized
criteria of value.

No Escrow Account or Impound. No escrow or impound is or will be
established in connection with the funds received from the sale of the
Securities in this Offering. All funds received from the sale of the Shares
shall be held and immediately available for use by the Company. This
significantly increases the risk to early subscribers should subsequent
subscriptions not be forthcoming. See "RISK FACTORS - Financing Risks - Limited
Working Capital and Need for Additional Financing."

No Minimum Capitalization from Offering. There is no minimum
capitalization required in this Offering. There is no assurance that all or a
significant number of Shares will be sold in this Offering. Investors'
subscription funds will be used by the Company as soon as they are received, and
no refunds will be given if an inadequate amount of money is raised from this
Offering to enable the Company to conduct its business. If only a small portion
of the Shares are sold, then the Company may not have sufficient capital to
operate. There is no assurance that the Company could obtain additional
financing or capital from any source, or that such financing or capital would be
available to the Company on terms acceptable to it. Under such circumstances,
investors in the Shares are subject to a substantial risk of losing their entire
investment in the Company.

Dilution. After giving effect to the sale of the 200,000 Shares offered
in this prospectus, the Company's existing shareholders through June 9, 2006,
experience an immediate increase in net tangible book value of $150,000.00 or
$0.114 per Share, and purchasers of such Shares at this offering, will
experience immediate dilution in net tangible book value of $0.286 per Share
after deducting the maximum allowable selling commissions, fees and other
expenses of the Offering. See "DILUTION."

No Public Market for the Company's Shares. There is no market for the

Company's Shares, nor is any such market anticipated to develop within the
foreseeable future. Accordingly, investors will be required to hold their
investment for an indefinite period of time.

USE OF PROCEEDS

As proceeds are received by the Company, such proceeds will be
immediately available for use by the company, without impound or escrow, to be
utilized for such expenses including but not limited to: franchise sales and
marketing; salaries and general administrative costs; marketing, advertising and
publicity costs; acquisition of inventory and general working capital;
commissions and fees; and legal, printing, marketing, and other offering
expenses. The priority of the use of proceeds is as follows: $70,000.00
acquisitions and business; $10,000.00 legal; $5,000.00 printing; and $15,000.00
marketing and other offering expenses.

DIVIDEND POLICY

The Company has not declared or paid cash dividends on its common stock
to date. The current policy of the board of directors is to retain earnings, if
any, to provide funds for operating and expansion of the Company's business.
Such policy will be reviewed by the Company's board of directors from time to
time in light of, among other things, the Company's earnings and financial
position.

CAPITALIZATION

The following table sets forth the actual capitalization of the Company
at June 9, 2006 and as adjusted to reflect receipt of the Offering proceeds from
the issuance and sale of the 2,000 Shares discussed in this prospectus.

Pro Forma
6/9/06 2,000 Shares
------- ------------

Liabilities: $ 0 $ 0

Shareholders' Equity:
Common Stock:
Authorized - 100,000,000 Shares
Outstanding - 1,500,000 Shares at $0.001/Share $1,500

Additional Paid in Capital $48,500
700,000 Shares (Pro Forma)
Paid in Capital $700
Additional Paid in Capital $300

Retained Earnings (Deficit)(1) $0 $0
------- -------

Total Liabilities and Owners' Equity: $51,000 $51,000
======= =======

(1) Reflects selling commissions/fees and other expenses of Offering.

Pro Forma
6/9/06 100,000 Shares
------- --------------
Liabilities: $ 0 $ 0

Shareholders' Equity:
Common Stock:
Authorized - 100,000,000 Shares
Outstanding - 1,500,000 Shares at $0.001/Share $1,500

Additional Paid in Capital $48,500
700,000 Shares (Pro Forma)
Paid in Capital $700
Additional Paid in Capital $43,000

Retained Earnings (Deficit)(1) $0 $0
-------- --------

Total Liabilities and Owners' Equity: $100,000 $100,000
======== ========

(1) Reflects selling commissions/fees and other expenses of Offering.

Pro Forma
6/9/06 150,000 Shares
------- --------------
Liabilities: $ 0 $ 0

Shareholders' Equity:
Common Stock:
Authorized - 100,000,000 Shares
Outstanding - 1,500,000 Shares at $0.001/Share $1,500

Additional Paid in Capital $48,500
700,000 Shares (Pro Forma)
Paid in Capital $700
Additional Paid in capital $74,300

Retained Earnings (Deficit)(1) $0 $ 0
-------- --------

Total Liabilities and Owners' Equity: $125,000 $125,000
======== ========

(1) Reflects selling commissions/fees and other expenses of Offering.

Pro Forma
6/9/06 200,000 Shares
------- --------------
Liabilities: $ 0 $ 0

Shareholders' Equity:
Common Stock:
Authorized - 100,000,000 Shares
Outstanding - 1,500,000 Shares at $0.001/Share $1,500

Additional Paid in Capital $48,500
700,000 Shares (Pro Forma)
Paid in Capital $700
Additional Paid in Capital $149,300

Retained Earnings (Deficit)(1) $0 $ 0
-------- --------

Total Liabilities and Owners' Equity: $150,000 $150,000
======== ========

(1) Reflects selling commissions/fees and other expenses of Offering.

DETERMINATION OF OFFERING PRICE

There is no established public market for the common stock being
registered in this Prospectus. The only factors that were considered in
determining the offering price of the Stock were the Company's anticipated
present and future capital needs for the operation of its business.

DILUTION

The net tangible book value of the Company as of April 30, 2006, was
$50,000 or $0.033 per Share. Without taking into account any other changes in
net tangible book value after April 30, 2006, other than to give effect to the
receipt by the Company of the proceeds from the sale of the balance of the 2,000
Shares at an Offering price of $0.50/Share, the net tangible book value of the
Company as of April 30, 2006 (before deducting commissions, fees, and estimated
Offering expenses) would have been $51,000 or $0..034 per Share. This represents
an increase in pro forma net tangible book value to pre-April 30, 2006
shareholders of $ 0.035 per share, and immediate dilution to investors in this
offering of $0.465 per share.

Pro Forma
1,502,000 Shares
----------------
Offering price per Share $0.50
Net tangible book value/Share at April 30, 2006 $0.034
Increase " " " " existing investors in the $0.002
------
offering
Pro forma " " " " - after Offering $0.035
------
Dilution per share to new investors in the offering $0.465
======

The net tangible book value of the Company as of April 30, 2006, was
$50,000 or $0.033 per Share. Without taking into account any other changes in
net tangible book value after April 30, 2006, other than to give effect to the
receipt by the Company of the proceeds from the sale of the balance of the
100,000 Shares at an Offering price of $0.50/Share, the net tangible book value
of the Company as of April 30, 2006 (before deducting commissions, fees, and
estimated Offering expenses) would have been $150,000 or $0.062 per Share. This
represents an increase in pro forma net tangible book value to pre-April 30,
2006 shareholders of $ 0.029 per share, and immediate dilution to investors in
this offering of $0.438 per share.

Pro Forma
1,600,000 Shares
----------------
Offering price per Share $0.50
Net tangible book value/Share at April 30, 2006 $0.033
Increase " " " " existing investors in the $0.062
------
offering
Pro forma " " " " - after Offering $0.029
------
Dilution per share to new investors in the offering $0.438
======

The net tangible book value of the Company as of April 30, 2006, was
$50,000 or $0.033 per Share. Without taking into account any other changes in
net tangible book value after April 30, 2006, other than to give effect to the
receipt by the Company of the proceeds from the sale of the balance of the
150,000 Shares at an Offering price of $0.50/Share, the net tangible book value
of the Company as of April 30, 2006 (before deducting commissions, fees, and
estimated Offering expenses) would have been $125,000 or $0.075 per Share. This
represents an increase in pro forma net tangible book value to pre-April 30,
2006 shareholders of $ 0.042 per share, and immediate dilution to investors in
this offering of $0.425 per share.

Pro Forma
1,650,000 Shares
----------------
Offering price per Share $0.50
Net tangible book value/Share at April 30, 2006 $0.033
Increase " " " " existing investors in the $0.075
------
offering
Pro forma " " " " - after Offering $0.042
------
Dilution per share to new investors in the offering $0.425
======

The net tangible book value of the Company as of April 30, 2006, was
$50,000 or $0.033 per Share. Without taking into account any other changes in
net tangible book value after April 30, 2006, other than to give effect to the
receipt by the Company of the proceeds from the sale of the balance of the
200,000 Shares at an Offering price of $0.50/Share, the net tangible book value
of the Company as of April 30, 2006 (before deducting commissions, fees, and
estimated Offering expenses) would have been $150,000 or $0.121 per Share. This
represents an increase in pro forma net tangible book value to pre-April 30,
2006 shareholders of $ 0.154 per share, and immediate dilution to investors in
this offering of $0.346 per share.

Pro Forma
200,000 Shares
--------------
Offering price per Share $0.50
Net tangible book value/Share at April 30, 2006 $0.033
Increase " " " " existing investors in the $0.121
------
offering
Pro forma " " " " - after Offering $0.154
------
Dilution per share to new investors in the offering $0.346
======

The following table summarizes, on a pro forma basis, as of April 30,
the total consideration paid and the average price per Share paid, assuming that
all 200,000 Shares are sold.

SHARES PURCHASED TOTAL CONSIDERATION AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PRICE/SHARE

Existing Shareholders thru 4/30/06 1,500,000 71.43% $50,000 33.33% $0.033
New Investors 200,000 28.57% $100,000 66.67% $ 0.50
---------- ------ -------- ------ ------
Total Shares 1,700,000 100.0% $150,000 100.0% $0.088
========== ====== ======== ====== ======

PLAN OF DISTRIBUTION

The Company plans to sell the Shares described in this prospectus by
one or more of the following methods:

2. Face to face transactions between the registrant and purchasers
without a broker.

Such registrants may receive commissions or discounts from the Company
in amounts to be negotiated. Such registrants may be deemed to be "underwriters"
within the meaning of the Securities Act, in connection with such sales. A
registrant effecting a transaction in registered securities, whether or not
participating in a distribution, is required to deliver a prospectus.

LEGAL PROCEEDINGS

As of the date of this prospectus, there are no legal proceedings
pending or, to the knowledge of the Company's management, threatened against the
Company or to which the Company is a party.

MANAGEMENT

EXECUTIVE OFFICERS

The following table sets forth the names, ages, and positions of the
executive officers of the Company:

Name Age Position
--------------------- ----- ----------------

Kenneth S. Green 46 Chairman & CEO
Patricia M. Hendricks 67 Director

KEN GREEN graduated from SAN JOSE STATE UNIVERSITY, San Jose, CA, with
a Bachelor of Science Degree in Marketing and from UNIVERSITY OF PHOENIX, San
Jose Extension Campus MBA Program in 1987.
Business Management Consultant. Since 2000, Mr. Green has acted as
management consultant specializing in marketing, sales, business analysis,
organizational management, information systems implementation, and strategic

alliances for charter airline operations, FBO's, commercial fuel distributors,
commercial construction operations, automobile dealers, automobile parts
distributors, aviation parts distributors, and other middle market operations.
BBN Planet/GTE Internetworking, Inc. Palo Alto, CA. From 1998 to 2000.
He was Director of Sales, & National Account Manager, and Director of Business
Development/Strategic Alliances responsible for direct and channel sales of the
tier I Internet Service Provider's technology and services to corporate accounts
within the western states. Information services provided include Internet
connectivity, security, web hosting, custom web hosting, secure remote dial
access, e-commerce applications, coordination of network design, and custom
applications development. Responsibilities also included coordinating and
leveraging of sales efforts of the channel managers, VAR's, Systems Integrators,
account managers, corporate sales representatives, product managers, and project
managers operating within the western USA.
BBN Planet/GTE Internetworking, Inc. Palo Alto, CA. From 1996 until
1998 Mr. Green was the Senior Sales Manager and National Account Manager
responsible for direct and channel sales of the tier I Internet Service
Provider's technology and services to corporate accounts within the western
states. Information services provided include Internet connectivity, security,
web hosting, custom web hosting, secure remote dial access, e-commerce
applications, coordination of network design, and custom applications
development. Responsibilities also included coordinating and leveraging of sales
efforts of the channel managers, VAR's, Systems Integrators, account managers,
corporate sales representatives, product managers, and project managers
operating within the western USA.
CE SOFTWARE, INC San Jose, CA. From 1983 until 1996, Mr. Green was the
Western Regional Sales Manager, responsibilities include identifying,
contacting, servicing, and increasing CE Software's Corporate, Educational, GSA,
VAR, Major Distribution and Key Account and OEM business in 30 Western States,
Western Canada, Central America and Pacific Rim.
ATARI INCORPORATED Sunnyvale, CA. From 1982 until 1983 Ken Green was
responsible for developing and executing a corporate strategy for the marketing
of Atari Home Computers, peripherals, and their software into the vast
educational market. Also responsible for marketing presentations to
distributors, sales organizations, and key educational decision-makers, and
providing sales leadership, product knowledge and training to Atari's Western
Region sales organization.
ATARI INCORPORATED Sunnyvale, CA. In 1981 and 1982 Mr. Green was
responsible for retail sales and merchandising in Northern California for the
Consumer Electronics Division and the Home Computer Division. Duties include
conducting sales presentations and transactions, conducting product-training
seminars, coordinating retail sales, pricing, and advertising efforts; and
providing technical support for consumer electronic shows. Mr. Green has also
worked for International Business Machines Corp. in San Jose, CA., responsible
for installation and demonstration of IBM office products, sales of office
product supplies, telemarketing and promotion and customer service. and for Ford
Motor Company in Milpitas, CA, as a Factory Sales Representative and Business
Analyst Intern.
Ken Green was a member of San Jose State University Football 1977-1980,
and Northern California Tennis Association Team Tennis 1981-1984. He enjoys
Aviation, tennis, football, photography, skiing, golf, and cycling

PATRICIA HENDRICKS is a retired office manager with over 30 years at
Ford Motor Company, where she worked in the Western Region Dealer Development

Operation. While there, she served as the secretary/treasurer for several Ford
Motor Company-Owned dealerships owned, and operated by the Ford Motor Company.

PRINCIPAL SHAREHOLDERS

The following table presents certain information regarding the
beneficial ownership of the Company's common stock at the present time by:

1. Each person or entity that owns beneficially five percent or
more of the outstanding shares of the common stock of the
Company;

2. All of the Company's directors;

3. All of the Company's officers; and

4. All directors and officers as a group.

Number of Common Percentage of
Beneficial Owners (1) Stock Beneficially Owned Ownership

Catalyst Holding Group, LLLP
(Kenneth S. Green) 1,000,000 67%

All Officers and
Directors as a Group (1) 1,000,000 67%

Wilkerson Resources, Inc (1) 500,000 33%

(1) Unless otherwise noted, each person or entity has sole investment
power and sole voting power over the shares disclosed.

DISCRIPTION OF CAPITAL STOCK

COMMON STOCK

The Company is authorized to issue up to 100,000,000 shares of common
stock ("Common Shares") with a par value of $0.001per share. As of April 30,
2006, there were 1,500,000 Common Shares issued to two (2) shareholders of
record. See "DILUTION."

All shares of common stock have identical rights, including voting
rights of one vote per share on all matters to be voted upon by the
shareholders.

The holders of shares of common stock are entitled to one vote per
share on each matter submitted to a vote of shareholders. In the event of
liquidation, holders of common stock are entitled to share ratably in the
distribution of assets remaining after payment of all liabilities of the
Company. Holders of common stock have no cumulative voting rights, and,
accordingly, the holders of a majority of the outstanding shares of the Company

have the ability to elect all of the directors of the Company. Holders of common
stock have no preemptive or other rights to subscribe for shares. Holders of
common stock are entitled to such dividends as may be declared by the Board of
Directors out of funds legally available therefore. The outstanding common stock
is validly issued, fully paid, and non-assessable.

SHARES ELIGIBLE FOR FUTURE SALE

As of April 30, 2006, a total of 1,500,000 shares of common stock were
issued and outstanding. The 200,000 shares of the Company's common stock
described in this prospectus will be eligible for immediate sale to the
investing public. All of the 1,500,000 shares of the Company's common stock that
are presently issued and outstanding are restricted pursuant to Rule 144, as
promulgated by the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, and will not be eligible for sale for at least one (1)
year from the date of their issuance.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise, the
small business issuer has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer, or controlling person of the small business issuer
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the small business issuer will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

ORGANIZATION WITHIN LAST FIVE YEARS

See "Certain Relationships and Related Transactions."

DESCRIPTION OF BUSINESS

THE COMPANY

Catalyst Ventures Incorporated was incorporated in the state of Nevada
in April 7, 2006 for the purpose of specializing in corporate, commercial, and
general aviation services, bulk fuel, diesel, and aviation fuel distribution.

OUR BUSINESS AND SERVICES

Catalyst Ventures Incorporated plans to establish an extensive network
of corporate aviation services (FBO, Charter, FAA-Authorized repair &
maintenance stations, air ambulance, and training certification), and bulk fuel
distribution services that will deliver superior level of service and value to
its client base. The immediate plan is to leverage several prospective strategic
alliances with companies like Air Cullinaire, Avfuel, Signature Air,
NetJets/Executive Jet Management, American Eurocopter, Boeing, Stratus, Bluefish
Concierge, Empire Transportation, Freightliner, S & H Greenpoints, Flightsafety
International, Western Petroleum, and Ford Motor Company into incremental sales
revenue, increased customer loyalty, increased economies-of-scale, and increased
profitability.

Catalyst Ventures Incorporated will provide the following products and
services:

AVIATION SERVICES: These products and services consisted of aviation
fuel sales, aircraft refueling operations ("into-plane"), aircraft ground
support services, aircraft hangar services, aircraft parking ("aircraft tie-down
services") and aircraft maintenance at certain Air Center locations, known as
Fixed Based Operations ("FBO's").

LOGISTICS SUPPORT: These services consist of cargo logistics services
business ("LS") where the company brokers cargo space on flights within the
United States and on international flights to Europe, Asia, the Middle East,
Australia, Mexico and Central and South America. The Company intends to enter
into contracts for bulk cargo space on airlines and then resell that space to
customers with shipping needs. The Company is in the process of establishing a
network of shipping agents who will assist in securing cargo for shipment on
cargo space purchased from various airlines, and who facilitate the delivery and
collection of freight charges for cargo shipped by the Company, which is thereby
able to profit from the sale of air cargo space worldwide without the overhead
cost of owning and operating an aircraft. In some instances, the Company may
enter into fixed minimum commitments for cargo space resulting in exclusive or
preferred rights to broker desirable cargo space profitably. The management of
the Company believes that due to the large volume of cargo space it intends to
contract for, the Company will be able to secure air cargo space at rates lower
than an individual freight forwarder could arrange. The Company should be able
to then able to pass on these lower rates to its customers and still realize a
profit.

Bulk Fuel (including aviation fuel) distribution: The Company intends
to enter the business of bulk fuel distribution where it facilitates the
management and distribution of fuel, including aviation, gasoline, and diesel
fuel serving as a fuel supplier and logistics manager for its customers,
providing a reliable fuel supply operation to its customer base while extending
credit, mostly unsecured, to its customers which may not otherwise be available
to them if they were to be supplied directly from the major oil companies. The
Company will serve as a reseller of fuel for major oil companies, affording the
oil companies indirect access to certain customers without the credit risk or
administrative costs associated with the management of these customer accounts.

INDUSTRY

With regard to aviation bulk fuels and services market, we are currently on an
upward trend due to increased security and flexibility concerns. The travails of
commercial aviation have left business and corporate travelers with an
increasing need to travel "at-will" with security, and increased flexibility
that only corporate and civil aviation appear positioned to provide.

With regard to bulk fuel distribution, and logistical services, these
are two critical components in the backbone of industrial North America. While
discretionary consumers may be quite elastic in their fuel consumption habits,
and logistical requirements, corporate America, and North America rely heavily
upon corporate logistical services, and the availability of some form of fuel to
manufacture, or transport goods to the market. While the price and availability
of fuel pose major concern, those prices are absorbed, and passed on to the
consumer in the consumer price index

COMPETITION

The aviation services, bulk fuel distribution, and logistical services markets
in North America is highly fragmented, and is served by numerous local
corporations and family-owned companies that typically dominate a geographical
market extending for approximately 1 hour or 60 miles in from the epicenter of
the company operations. While most of the family-owned businesses provide the
same basic services in their marketplace, the level of service and quality can
vary widely from market to market.

On a national basis, the major competition in the arena of aviation services are
corporations such as DynAir, Signature Air Support, and Executive Jet
Management, and numerous regional service providers operating in selective
markets.

In the arena of bulk fuel distribution, the North American is also
highly-fragmented with the major refineries controlling the bulk fuel
distribution of petroleum products in all major metropolitan markets, and
leaving the areas beyond 60-90 minutes of these major metropolitan areas to
independent, small business/family-owned regional bulk fuel distributors to
supply the numerous branded and unbranded stations, as well as farms, corporate
accounts, and aviation fuel users.

Courteous and efficient service, quality, safety, competitive prices for
services, availability of need based service offerings, a highly-experienced
management team, and back-up technical assistance & well known expertise of the
industry, market, and the competition an international associate shall result in
Airlift International capturing and consolidating a major segment of the North
American aviation service, regional bulk fuel distribution, and regional
logistical market.

SALES & MARKETING

The Company will initially continue with the existing sales and
marketing programs that are already existing and in place within the businesses
it acquires. Upon growth , the company will conduct a comprehensive review of
the effectiveness of the various sales and marketing programs and will attempt
to improve upon them where possible.

The company recognizes that the different business segments it has
targeted are subject to industry specific and geographic characteristics that
effect the types of marketing programs that are effective for each business
segment.

Within the Aviation Services segment the use of intermediaries is very
important. As a result the company plans to focus on direct marketing to these
individuals. It is easy for the company's personnel to reach the intermediaries
and educate them about the benefits available in using the company's products
and services. This strategic marketing approach takes full advantage of the fact
that these professionals are already involved in the same industry. They already
have a track record of experience and success.

The Company plans on implementing a telemarketing program to target new
intermediaries that will be important in increasing the company's sales. The
company plans to develop an in house telemarketing services that will provide
outside sales support services, including literature mailings, follow up calls,
a toll free support hotline, and marketing research.

In keeping with the above background, the marketing is targeted locally. The
advantage of a local and highly identifiable market is that media selections can
be limited in scope.

The Company plan to target new and existing customers through select advertising
in appropriate vertical magazines that will enable us to effectively reach out
target market in the area of aviation services, and logistics.

Targeted Aviation Vertical Magazine/Journal Advertising:
Stratus
Executive Golfer
The Robb Report
Cigar Aficionado/Wine Enthusiast

Initially, the most cost-effective marketing, advertising, and promotional tool
will be the implementation of customer incentive/retention programs such as
Bluefish Incentives, Stratus Incentives, Avfuel Incentives, S & H Greenpoints,
and Bond Rewards, which provide the client with value-added incentives for
repeat business, and incremental business. Such programs typically run 1-3 % of
revenue, and are excellent for businesses that have traditionally relied upon
word-of-mouth, or repeat clientele. In each case, the incentive/customer
retention programs effectively establish an instant, and continuous national and
international marketing campaign that establishes Catalyst Ventures
Incorporated's business units among a wide network of prospects that are
demographically viable as potential clients.

Avfuel---Bond Reward Program to participating pilots

S & H Greenpoints---points accumulated toward rewards

Bond Rewards----rewards accumulated toward bonds, and cash rewards
valid at numerous popular merchants.

Stratus Rewards---high-end client reward & retention program that
provides patrons with accumulated luxury rewards for incremental
patronage.

Bluefish Rewards--high-end client incentive & reward program that
provides patrons with accumulated luxury rewards for incremental
patronage.

Regional bulk fuel distribution requires a direct marketing and sales approach
to reach the client base, and virtually no advertising at the wholesale/bulk
level.

The Company plans on implementing a direct mail program aimed at retaining
existing clients and targeting new potential clients. This permits the Company's
bulk fuel distribution business, logistical service business, and aviation
service business to effectively target specific customers:

- Individuals,
- Businesses,
- Corporate,
- Importers,
- Exporters, etc.

Government Regulation
The various business segments the company has targeted for potential acquisition
candidates are subject to varying regulations. The aviation services industry is
subject to regulation by the Federal Aviation Authority. The bulk fuels
distribution is subject to a variety of federal and state regulations relating
to the protection of the environment.

Employees
The company currently has one (1) full time employees, including the current
officer of the company, and no part-time employees. We believe the additional
personnel needed within the next twelve months may include a Chief Financial
Officer, Corporate Secretary, Director of Mergers & Acquisitions, and various
administrative support personnel.

WHEN USED IN THIS PROSPECTUS, THE WORDS "FORECASTS," "ESTIMATES,"
"PROJECTIONS" AND OTHER SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES, INCLUDING THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS PROSPECTUS
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

HISTORY AND PLAN OF OPERATION

Catalyst Ventures Incorporated was formed in April, 2006, for the
purpose of specializing in corporate, commercial, and general aviation services,
bulk fuel, diesel, and aviation fuel distribution.

For commercial promotion of the Catalyst Ventures Incorporated, an
attractive interactive Website shall be developed for internet marketing,

advertising, client interaction, and employee interaction. Subsequently, other
service and product features shall also be introduced into the Website for
efficient customer service.

With the exception of a few of the businesses being acquired, sales are
the result of repeat clientele, and little or no proactive sales and marketing
program in place. In the case of the logistical operations, the critical
component to be added or implemented is a dedicated freight forwarder to
generate as much cargo volume as feasible toward Catalyst Ventures
Incorporated's highway logistics capacity. In the arena of regional bulk fuel
distribution, each of the business units to be acquired has some basic outward
bound sales activity--in many cases, such activities are relegated to the route
delivery drivers, or dispatchers, who simply respond to calls from repeat or
referral clients. In an effort to generate incremental sales revenue from each
business unit, it is critical for Catalyst Ventures Incorporated to establish an
outward bound field sales force in each bulk fuel distribution, logistical
operation, and aviation services operation being acquired. The sales focus of
these new sales people will be on corporate and institutional users of our
respective products, and service offerings.

FUTURE PLANS:

Catalyst Ventures Incorporated believes the manner in which it delivers its
services to its clients with a heavy emphasis upon quality and customer service
will dramatically change the customer experience associated with the
transactions clients undertake in the specific markets where the target
companies currently operate. The strategy is to deliver world class quality, and
service in the areas of corporate and general aviation services distribution,
and logistical services position significantly ahead of the curve of the
competitors in market and industry. This emphasis upon excellent customer
service will result in greater customer loyalty, along with incremental
business, since service is a critical component in value-added markets such as
corporate and general aviation services, as well as commoditized marketplaces
such as bulk fuel distribution, and logistical services. The goal is to create a
lasting impression with each client interaction with our service offerings.

Once operations are commenced in other parts of North America, its ability to
beat competition will be influenced by the success of its initial operations in
the initial markets in which we are seeking to acquire target companies.
Expansion operations will only be undertaken after operations in the markets of
the initial target acquisitions have registered operational and cash flow
success.

The management team of Catalyst Ventures Incorporated believes that its
long-term success lies in its ability to deliver world-class service, and
effective marketing to reach and retain the clients in their desired target
markets at competitive prices.

CERTAIN TRANSACTIONS

HISTORY OF TRANSACTIONS

Catalyst Ventures Incorporated was incorporated as a Nevada corporation
in April, 2006.

MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Currently there is no public trading market for our securities.

The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require:

o that a broker or dealer approve a person's account for
transactions in penny stocks; and

o the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny
stocks, the broker or dealer must:

o obtain financial information and investment experience and
objectives of the person; and

o make a reasonable determination that transactions in penny
stocks are suitable for that person and that person has
sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny
stocks.

The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form:

o sets forth the basis on which the broker or dealer made the
suitability determination; and

o that the broker or dealer received a signed, written agreement
from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny
stocks in both public offering and in secondary trading, and about commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.

EXECUTIVE COMPENSATION

The Company's officers and directors do not receive compensation from
the company. The company's officers are not compensated at this time.

LIMITATION OF DIRECTORS' LIABILITY

The Company's Amended and Restated Articles of Incorporation eliminate,
to the fullest extent permitted by the Nevada General Corporation Laws, the
personal liability of the Company's directors for monetary damages for breaches
of fiduciary duty by such directors. However, the Company's Amended and Restated
Articles of Incorporation do not provide for the elimination of or any
limitation on the personal liability of a director for:

o acts or omissions which involve intentional misconduct;

o fraud or a knowing violation of the law; or

o unlawful corporate distributions.

This provision of the Amended and Restated Articles of Incorporation will limit
the remedies available to the stockholder who is dissatisfied with a decision of
the board of directors who are protected by this provision; such stockholder's
only remedy may be to bring a suit to prevent the action of the board. This
remedy may not be effective in many situations because stockholders are often
unaware of a transaction or an event prior to board action in respect of such
transaction or event. In these cases, the stockholders could be injured by a
board's decision and have no effective remedy.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE CHANGES IN AND DISAGREEMENTS WITH

ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

LEGAL MATTERS

Certain legal matters with respect to the issuance of shares of common
stock offered hereby will be passed upon for us by Lucky McMahon, Attorney at
Law, of Bentonville, Arkansas.

EXPERTS

The financial statements for the period from April 7, 2006 (inception)
through April 30, 2006, included in this registration statement, have been
included herein in reliance upon the report of Lopez, Blevins, Bork &
Associates, LLP, given on the authority of said firm as experts in auditing and
accounting.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

As of this date, the expenses for issuance and distribution have been
the professional fees discussed under Use of Proceeds and printing costs.

RECENT SALES OF UNREGISTERED SECURITES

1,500,000 shares of unregistered securities have been issued as
described under Principal Shareholders. Such shares are valued at .033 each and
are exempt from registration under Rule 144.

UNDERTAKINGS

As of the date of this filing, there have been no fundamental changes
in the prospectus, no additional or changed material information on the plan of
distribution and no post-effective amendment has been filed.

CATALYST VENTURES INCORPORATED

INDEX TO THE FINANCIAL STATEMENTS

Page
----

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . . . . . . . . F-1

BALANCE SHEET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2

STATEMENT OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . F-3

STATEMENT OF STOCKHOLDERS' DEFICIT,
Period from April 7, 2006 (Inception) through April 30, 2006 . . . . . F-4

STATEMENT OF CASH FLOW . . . . . . . . . . . . . . . . . . . . . . . . . . F-5

NOTES TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Catalyst Ventures Incorporated (A Development Stage Company)
San Jose, CA

We have audited the accompanying balance sheet of Catalyst Ventures Incorporated
(Catalyst) as of April 30, 2006, and the related statements of operations,
stockholders' deficit, and cash flows for the period from April 7, 2006
(Inception) through April 30, 2006. These financial statements are the
responsibility of Catalyst's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Catalyst as of April 30, 2006,
and the results of its operations and its cash flows for each of the period from
April 7, 2006 (Inception) through April 30, 2006, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Catalyst
will continue as a going concern. As discussed in Note 2 to the financial
statements, Catalyst has incurred losses from inception through April 30, 2006
totaling $96,480. Catalyst will require additional working capital to develop
its business until Catalyst either (1) achieves a level of revenues adequate to
generate sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its working capital requirements. These
conditions raise substantial doubt about Catalyst's ability to continue as a
going concern. Management's plans in regard to this matter are also described in
Note 2. The accompanying financial statements do not include any adjustments
that might result from the outcome of these uncertainties.

/s/ Lopez, Blevins, Bork & Associates, LLP
- ------------------------------------------
Lopez, Blevins, Bork & Associates, LLP
Houston, Texas
May 23, 2006

F-1

CATALYST VENTURES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET

April 30,
2006
----------------

ASSETS

Current assets
Cash $ 50,000
----------------
Total current assets 50,000

Total Assets $ 50,000
===============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable & accrued interest $ 1,480
Advances - related parties 70,000
---------------
Total current liabilities 71,480
---------------

Commitments

STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value, 100,000,000 shares authorized, 1,500,000
share issued and outstanding 1,500
Deficit accumulated during the development stage (22,980)
----------------
Total stockholders' deficit (21,480)
----------------

Total Liabilities and Stockholders' Deficit $ 50,000
===============

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

F-2

CATALYST VENTURES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS

April 7, 2006
(Inception)
Through April 30,
2006
----------------

General and administrative $ 22,350
----------------
Loss from operations (22,350)

Interest expense 630
----------------

Net loss $ (22,980)
================

Net loss per share:
Basic and diluted $ (0.02)
================

Weighted average shares outstanding:
Basic and diluted 1,500,000
================

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

F-3

CATALYST VENTURES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT
PERIOD FROM APRIL 7, 2006 (INCEPTION) THROUGH APRIL 30, 2006

Deficit
accumulated
Common stock Additional during the
---------------------- paid-in exploration
Shares Amount capital stage Total
----------- -------- ------------ -------- --------

Shares for services 1,500,000 $ 1,500 $ -- $ -- $ 1,500

Net loss -- -- -- $(22,980) $(22,980)
----------- -------- ------------ -------- --------

Balance,
April 30, 2006 1,500,000 $ 1,500 $ -- $(22,980) $(21,480)
=========== ======== ============ ======== ========

The accompanying notes are an integral part of these financial statements.
F-4

CATALYST VENTURES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOW

April 7, 2006
(Inception)
through
April 30,
2006
-----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (22,980)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation -
Shares issued for services 1,500
Changes in:
Accounts payable and accrued interest 1,480
---------------

NET CASH USED IN OPERATING ACTIVITIES (20,000)
---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment -
---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances - related parties 70,000
---------------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
70,000

NET CHANGE IN CASH 50,000
Cash, beginning of period -
---------------
Cash, end of period $ 50,000
===============

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ -
===============
Income taxes paid $ -
===============

The accompanying notes are an integral part of these financial statements.
F-5

CATALYST VENTURES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Catalyst Ventures Incorporated. ("Catalyst") was incorporated on April 7, 2006
under the laws of Nevada for the purpose of acquiring and managing several
private, profitable, middle-market companies specializing in corporate,
commercial, and general aviation services, bulk fuel, diesel, and aviation fuel
distribution. The year end for Catalyst is April 30th.

Use of Estimates

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

Basic Loss Per Share

Basic loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.

Long-lived Assets

Property and equipment are stated on the basis of historical cost less
accumulated depreciation. Depreciation is provided using the straight-line
method over the estimated useful lives of the assets. Major renewals and
improvements are capitalized, while minor replacements, maintenance and repairs
are charged to current operations. There were no long-lived assets as of April
30, 2006.

Impairment losses are recorded on fixed assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount. There
were no impairment losses in 2006.

Income Taxes

The asset and liability approach is used to account for income taxes by
recognizing deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the carrying amounts and the tax
basis of assets and liabilities. Catalyst records a valuation allowance to
reduce the deferred tax assets to the amount that is more likely than not to be
realized.

F-6

Financial Instruments

Catalyst's financial instruments consist of cash, accounts payable and accrued
liabilities, and due to related parties. Unless otherwise noted, it is
management's opinion that Catalyst is not exposed to significant interest,
currency or credit risks arising from these financial instruments. The fair
value of these financial instruments approximate their carrying values, unless
otherwise noted.

The fair value of the amounts due to related parties is not determinable as they
have no repayment terms.

Recent Accounting Pronouncements

Catalyst does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on Catalyst's results of operations,
financial position or cash flow.

NOTE 2 - GOING CONCERN

Catalyst has recurring losses and has a deficit accumulated during the
development stage of $22,980 as of April 30, 2006. Catalyst's financial
statements are prepared using the generally accepted accounting principles
applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. However, Catalyst
has no current source of revenue. Without realization of additional capital, it
would be unlikely for Catalyst to continue as a going concern. Catalyst's
management plans on raising cash from public or private debt or equity
financing, on an as needed basis and in the longer term, revenues from the
management and consulting services. Catalyst's ability to continue as a going
concern is dependent on these additional cash financings, and, ultimately, upon
achieving profitable operations through management and consulting services

NOTE 3 - RELATED PARTIES

The Company neither owns nor leases any real or personal property, an officer
has provided office space and services without charge. Such costs are immaterial
to the financial statements and accordingly are not reflected herein. The
officers and directors are involved in other business activities and most likely
will become involved in other business activities in the future.

Advances - related parties are from the sole director consisting of cash
advances and legal, marketing, and financial consulting services. As of April
30, 2006, $70,000 is outstanding. The advances are unsecured, bear interest of
11.75%, and are due upon demand ($630 is accrued and unpaid as of April 30,
2006).

NOTE 4- CAPITAL STOCK

Catalyst's authorized capital stock consists of 100,000,000 shares of common
stock, with a par value of $0.001 per share. All shares of common stock have
equal voting rights and, when validly issued and outstanding, are entitled to

F-7

one non-cumulative vote per share in all matters to be voted upon by
shareholders. The shares of common stock have no pre-emptive, subscription,
conversion or redemption rights and may be issued only as fully paid and
non-assessable shares. Holders of the common stock are entitled to equal ratable
rights to dividends and distributions with respect to the common stock, as may
be declared by the Board of Directors out of funds legally available.

Stock issued for services:

In April 2006, 1,500,000 founder shares were issued for services totaling
$1,500, the par value of the shares.

NOTE 5 - INCOME TAX

Catalyst follows Statement of Financial Accounting Standards Number 109 (SFAS
109), "Accounting for Income Taxes." Deferred income taxes reflect the net
effect of (a) temporary difference between carrying amounts of assets and
liabilities for financial purposes and the amounts used for income tax reporting
purposes, and (b) net operating loss carryforwards. No net provision for
refundable Federal income tax has been made in the accompanying statement of
loss because no recoverable taxes were paid previously. Similarly, no deferred
tax asset attributable to the net operating loss carryforward has been
recognized, as it is not deemed likely to be realized.

The provision for Federal income tax consists of the following for the period
from April 7, 2006 (Inception) to April 30, 2006:

Federal income tax attributable to:
Current operations $ (7,800)
Less, change in valuation allowance 7,800
---------------
Net provision $ -
---------------

The tax provision assuming the applicable statutory federal tax rate is
reconciled to our effective rate as follows as of April 30, 2006:

Expected provision at 34% $ (7,800)
Less, change in valuation allowance 7,800
---------------
Net provision $ -
---------------

At April 30, 2006, Catalyst had an unused net operating loss carryover
approximating $23,000 that is available to offset future taxable income; it
expires beginning in 2026.

NOTE 6 - COMMITMENTS

When the SB-2 registration is filed, Catalyst is obligated to pay $20,000 in
cash to Wilkerson Resources, Inc (consultants used in taking corporation
public).

F-8

INDEX TO EXHIBITS

CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTANTS

Lopez, Blevins, Bork & Associates, LLP is a public accounting firm that issued
an audit report dated May 23, 2006, for Catalyst Ventures Incorporated. As
independent registered certified public accountants, we consent to the reference
to our firm under the caption "Experts and to the use of our report dated May
23, 2006 for the period from April 7, 2006 (Inception) through April 30, 2006,
in Exchange Commission form SB-2 "registration statement under the securities
act of 1933" as submitted by Catalyst Ventures Incorporated.

/s/ Lopez, Blevins, Bork & Associates, LLP
- -------------------------------------------
Lopez, Blevins, Bork & Associates, LLP
Houston, Texas
June 29, 2006

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of San Jose, CA, on the 17th day of August, 2006.

CATALYST VENTURES INCORPORATED

a Nevada corporation

By: /s/ KENNETH S. GREEN
--------------------
KENNETH S. GREEN

This registration statement has been signed by the following persons in
the capacities and on the dates indicated below.

Signature Title Date
- ----------------------- ------------ ---------------

/s/ KENNETH S. GREEN, President, August 17, 2006
- -----------------------
KENNETH S. GREEN

/s/ PATRICIA HENDRICKS, Secretary/Treasurer, August 17, 2006
- ------------------------
PATRICIA HENDRICKS