---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934
  For the fiscal year endedFebruary 29, 2008

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from ____________ to ____________

RESOURCE GROUP, INC.(Exact Name of Registrant as Specified in its Charter)

|Delaware                                    | 80-0154562         
|------------------------------------------- | -------------------
|(State of other jurisdiction of             | (I.R.S. Employer   
|incorporation or organization)              | Identification No.)
|                                            |                    
|600
      Parker Road, Fairfield California | 94533              
|(Address of Principal Executive Offices)    | (Zip Code)         

707 208-6368(Registrant's Telephone
Number, including Area Code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common
  Stock, par value $.001 per share

Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange
  Act") during the past 12 months (or for such shorter period that the registrant
  was required to file such reports), and (2) has been subject to such filing
  requirements for the past 90 days. 
  Yes [X]   No [   ]

Check if there is no disclosure of delinquent filers pursuant
  to Item 405 of Regulation S-B contained in this form, and no disclosure will
  be contained, to the best of the registrant's knowledge, in definitive proxy
  or information statements incorporated by reference in Part III of this Form
  10-KSB or any amendment to this Form 10-KSB. [X]

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

State issuer's revenues for its most recent fiscal year: Nil

Transitional Small Business Disclosure Format (check one): Yes
[   ]   No [X]

Common Shares outstanding as of February 29, 2008: 3,600,000

1

---

TABLE OF CONTENTS

PART I
      3ITEM 1: DESCRIPTION OF BUSINESS
      3ITEM 2: DESCRIPTION OF PROPERTY
      15ITEM 3: LEGAL PROCEEDINGS
      15ITEM 4: SUBMISSION OF MATTERS TO A VOTE
      OF SECURITY HOLDERS
      15ITEM 5: MARKET FOR COMMON EQUITY AND
      RELATED STOCKHOLDER MATTERS
      15ITEM 6: MANAGEMENT DISCUSSION AND
      ANALYSIS
      15PART II
      21ITEM 7: FINANCIAL STATEMENTS
      21ITEM 8: CONTROLS AND PROCEDURES
      31PART III
      32ITEM 9: DIRECTORS, EXECUTIVE OFFICERS,
      PROMOTERS AND CONTROL PERSONS
      32ITEM 10: EXECUTIVE COMPENSATION
      34ITEM 11: SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT
      35ITEM 12: CERTAIN RELATIONSHIPS AND
      RELATED TRANSACTIONS
      35ITEM 13: EXHIBITS AND REPORTS
      36ITEM 14: PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
      36


2

---

PART I

ITEM 1: DESCRIPTION OF BUSINESS

COMPANY OVERVIEW

Resource Group, Inc. (the "Company") was incorporated in the
State of Delaware on April 2, 2007 to engage in the acquisition, exploration and
development of natural resource properties. We are an exploration stage Company
with no revenues and a limited operating history. The principal executive
offices are located at, 600 Parker Road Fairfield, California 94533.

In December 2007 we issued 1,500,000 @ $0.001 to each of our
two Directors, in aggregate 3,000,000

In February 2008 the Company offered up to 600,000 shares
offered for sale for cash at $0.10 per share. The offering was fully subscribed;
the Company realized a total of $60,000. The sales were made to friends and
family of the Officers and Directors.

We are authorized by our Articles of Incorporation to issue
50,000,000 shares of common stock, par value $0.001 per share. As of March 14,
2008, there were 3,600,000 shares of common stock issued and outstanding.

As of the date of this 10KSB filing, we have not had any
revenues, have not begun operations and we have one mining property asset and
cash. Our Company has no employees at the present time with the general
administration being performed at no cost by our President and Director James P.
Geiskopf and our Treasurer Ken Greenlaw. We do not expect to commence earning
revenues for the foreseeable future.

The Company owns a Molybdenum-Gold mining property located at
Strohn Creek, further described as the Meziadin Lake Project, which is located
approximately 35 kilometres east of Stewart, British Columbia. We have acquired
one hundred percent (100%) of the property from the previous owner for a cash
payment of US$25,515, (CAN $25,000) which includes the cost of the geological
report. The property is comprised of 2 claims, British Columbia Mines and
Resources tenure numbers 551606 and 551608 covering approximately 613.5 hectares
(1,516 Acres). The claim extends from just west of the confluence of Surprise
Creek and Strohn Creek for approximately 2 kilometres east-west and 3 kilometres
north-south. A geologist was engaged by the Company to prepare a Geological
Report. This report was completed January 4, 2008 in general accordance with the
requirements of National Instrument 43-101 Standards for Disclosure for
Mineral Projects.

Our mineral claims have been prospected, sampled and staked and
at the time of purchase of the mineral claims we engaged the services of Edward
Kruchkowski, a professional geologist, to prepare the geological report. We have
commenced no other exploration activities on the claim. Our property is without
known reserves and there is the possibility that the Strohn Creek claims on the
Meziadin Project does not contain any reserves and funds that we spend on
exploration will be lost. Even if we complete our current planned exploration
program and are successful in identifying molybdenum, gold or other metals
deposit we will be required to expend substantial funds to bring our claim to
production.

There is no current public market for our securities. Our stock
is not publicly traded, although we will be filing a 15c211with FINRA to obtain
a trading symbol, however there is no assurance that

3

---

we will be successful. Investors should be aware their
investment in our securities is not liquid; there is the probability they will
be unable to sell their shares and their investment will be lost.

For the twelve months following the date of fiscal year end we
plan to complete the first phase of the exploration program on our claims
consisting of geological prospecting and assaying, (Phase I), trenching and
detailed sampling of historic zones (Phase II). We estimate the cost to be about
$21,000 for the Phase I and II Exploration program as outlined below. In
addition to this $21,000 we anticipate spending an additional $17,200 on
professional and administrative fees, including fees payable in connection with
the filing of an S-1 registration statement and complying with reporting
obligations. Total expenditures over the next 12 months are therefore expected
to be approximately $38,200, which is covered by the cash on hand. We do not
expect to commence work on Phase III until spring 2009, subject to information
obtained during the 2008 work program and available funds to complete the
outlined program. We will require additional capital to finance our exploration
programs in 2009 and subsequent years. No final decisions regarding this
financing have been made at this time.

Our currently planned exploration includes 3 phases and is
detailed in the following information

Phase
    Exploration Program
    Cost
    StatusPhase 1
    Prospecting, assay and evaluation
      of information
    $6,000
    Expected to be completed in June 2008,
      (dependent on geologist schedule).Phase II
    Localized soil surveys, trenching
      and sampling zones identified in historical information & Phase 1
    $15,000
    Expected to be completed by September 2008
      (subject to consulting geologist's schedule).Phase III
    Test Diamond drilling outlined by
      Phase 1 and 2 programs.
    $130,000
    Planned for spring 2009(Depending on the
      results of Phase 2, consulting geologist's schedule.)Estimated Cost
    
    $151,000


We plan to commence Phase I of the exploration program on the
claim in June 2008. We expect this phase to take 30 days to complete and an
additional month for the consulting geologist to receive the results of the
assay lab and prepare his report.

Following Phase I of the exploration program, if it proves
successful in identifying mineral deposits, we intend to proceed with the Phase
II program in August 2008. The estimated cost of the Phase II program is $15,000
and will take approximately 45 days to complete and an additional two months for
the consulting geologist to receive the results from the assay lab and prepare
his report.

Following Phase II of the exploration program, if it proves
successful in identifying mineral deposits, we intend to proceed with Phase III
of our exploration program subject to raising the funds. The estimated cost of
this program is $130,000 and will take approximately 4 to 5 weeks to complete
and an additional two months for the consulting geologist to receive the results
from the assay lab and prepare his report.

The above program costs are management's estimates based upon
the recommendations of the professional consulting geologist's report and the
actual project costs may exceed our estimates. To date, we have not commenced
exploration.

4

---

Edward Kruchkowski, P. Geo, the consulting geologist who
prepared the geology report on our claim, will be retained for our planned
exploration programs. We will however, require additional funding to proceed
with Phase III and any subsequent work on the claim, we have no current plans on
how to raise the additional funding. We cannot provide investors with any
assurance that we will be able to raise sufficient funds to proceed with any
work after the first two phases of the exploration program.

BANKRUPTCY OR SIMILAR PROCEEDINGS

We have not been the subject of a bankruptcy, receivership or
similar proceedings.

PRODUCTS AND SERVICES

We do not currently have any products or services, and we have
no new product or service planned or announced to the public. As a result, we
have no customers or consumers of our products, we have no principal suppliers
or sources for raw materials and there is no need for government approval of our
products and services.

MARKETS AND CUSTOMERS

We are in the pre exploration stage and presently have no
operating assets or customers. The market for metals that we expect to produce
depends on factors beyond our control, including the extent of production, the
proximity and capacity of transportation facilities and demand for metals.

COMPETITION

We do not compete directly with anyone for the exploration or
removal of minerals from our property as we hold all interest and rights to the
claim. Readily available commodities markets exist in the U.S. and around the
world for the sale of gold, silver and other minerals. Therefore, we will likely
be able to sell any gold, silver or other minerals that we are able to recover.
We will be subject to competition and unforeseen limited sources and supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. We have not yet attempted to locate or negotiate with any
suppliers of products, equipment or services and will not do so until funds are
received from this offering. If we are unsuccessful in securing the products,
equipment and services we need we may have to suspend our exploration plans
until we are able to do so.

GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE
COSTS AND OUR BUSINESS WILL BE NEGATIVELY AFFECTED.

There are several governmental regulations that materially
restrict mineral claim exploration and development. Under British Columbia
mining law, engaging in certain types of exploration requires work permits, the
posting of bonds, and the performance of remediation work for any physical
disturbance to the land. While these current laws will not affect specific types
of exploration work, if we identify exploitable minerals and proceed to phase
two which includes drilling operations on the Strohn Creek Claim, we will incur
regulatory compliance costs based upon the size and scope of our operations. In
addition, new regulations could increase our costs of doing business and prevent
us from exploring for and the exploitation of ore deposits. In addition to new
laws and regulations being adopted, existing laws may be applied to mining that
have not as yet been applied. These new laws may increase our cost of doing
business with the result that our financial condition and operating results may
be harmed.

5

---

ENVIRONMENTAL CONTROLS COULD CURTAIL OR DELAY EXPLORATION AND
  DEVELOPMENT OF OUR MINE AND IMPOSE SIGNIFICANT COSTS ON US.

During the exploration and mining processes, we are required to
comply with numerous environmental laws and regulations imposed by federal and
provincial authorities, which impose effluent and waste standards, performance
standards, air quality and emissions standards and other design or operational
requirements for various components of exploration, mining and mineral
processing.

Many provinces, including British Columbia (where our Strohn
Creek Moly/Gold claims are located), have also adopted regulations that
establish design, operation, monitoring, and closing requirements for mining
operations. Under these regulations, mining companies are required to provide a
reclamation plan and financial assurance including cash deposits to ensure that
the reclamation plan is implemented upon completion of mining operations.
Additionally, British Columbia and other require mining operations to obtain and
comply with environmental permits, including permits regarding air emissions and
the protection of surface water and groundwater. Although we believe that we are
currently in compliance with applicable federal and provincial environmental
laws, changes in those laws and regulations may necessitate significant capital
outlays or delays, may materially and adversely affect the economics of a given
property, or may cause material changes or delays in our intended exploration,
development and production activities. Any of these results could force us to
curtail or cease our business operations.

EMPLOYEES

Corporate Office

We currently have no employees. We do use our executive
officers, namely, James P. Geiskopf, the president and director of the Company
currently devotes approximately 4 to 6 hours per week providing management
services to us. Ken Greenlaw, the secretary/ treasurer and director of the
Company, currently devotes approximately 6 to 10 hours per month to the Company,
but will be available to assist Mr. Geiskopf with some of his duties as and when
needed.

There are no formal employment agreements between the Company
and our current executive officers.

Strohn Creek Mineral Claims

We do not currently have any employees working on this
project.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any research or development expenditures
since our incorporation.

PATENTS AND TRADEMARKS

We have no current plans for any registrations such as patents,
trademarks, copyrights, franchises, concessions, royalty agreements or labor
contracts. We will assess the need for any copyright, trademark or patent
applications on an ongoing basis.

RISK FACTORS

RISKS RELATED TO OUR BUSINESS

We are a new enterprise intending to engage in the business of
mining exploration and development. The business of acquiring, developing and
producing mineral reserves is inherently risky.

6

---

WE ARE AN EXPLORATION STAGE COMPANY WITH ONE MINERAL PROPERTY
AND NO OPERATING HISTORY IN THE BUSINESS OF MINING EXPLORATION AND DEVELOPMENT.
ACCORDINGLY, YOU WILL HAVE NO BASIS UPON WHICH TO EVALUATE OUR ABILITY TO
ACHIEVE OUR BUSINESS OBJECTIVES.

We are an exploration stage company and have no current
properties or operations. Our business plan involves our engagement in mineral
exploration, which may include our acquisition and development, in Western
Canada and elsewhere, of mining properties. As a proposed mineral exploration
and development company with no operating history or properties and related
assets, it is difficult for potential investors to evaluate our business. Our
proposed operations are therefore subject to all of the risks inherent in the
establishment of a new business enterprise and must be considered in light of
the expenses, difficulties, complications and delays frequently encountered in
connection with the formation of any new business, as well as those risks that
are specific to the resource industry. Investors should evaluate us in light of
the delays, expenses, problems and uncertainties frequently encountered by
companies developing markets for new products, services and technologies. We may
never overcome these obstacles.

Our business is speculative and depends upon the implementation
of our business plan and our ability to enter into agreements with third parties
for the rights to exploit mineral reserves on terms that will be commercially
viable for us.

OUR PROBABLE LACK OF DIVERSIFICATION WILL INCREASE THE RISK OF
AN INVESTMENT IN US, AS OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS MAY
DETERIORATE IF WE FAIL TO DIVERSIFY.

Our business will focus on the mining industry in a single or
limited number of businesses and properties. Larger companies have the ability
to manage their risk by diversification. However, we will lack diversification,
in terms of both the nature and geographic scope of our business. As a result,
we will likely be impacted more acutely by factors affecting our industry or the
regions in which we operate than we would if our business were more diversified,
enhancing our risk profile. If we cannot diversify our operations, our financial
condition and results of operations could deteriorate.

STRATEGIC RELATIONSHIPS UPON WHICH WE MAY RELY ARE SUBJECT TO
CHANGE, WHICH MAY DIMINISH OUR ABILITY TO CONDUCT OUR OPERATIONS.

Our ability to successfully acquire mineral properties, to
discover reserves, to participate in extraction opportunities and to identify
and enter into commercial arrangements with customers will depend on our
developing and maintaining close working relationships with industry
participants and on our ability to select and evaluate suitable businesses and
properties and to consummate transactions in a highly competitive environment.
These realities are subject to change and may impair our ability to grow.

To develop our business, we will endeavour to use the business
relationships of our management to enter into strategic relationships, which may
take the form of joint ventures with private parties and contractual
arrangements with other resource companies, including those that supply
equipment and other resources that we expect to use in our business. We may not
be able to establish these strategic relationships, or if established, we may
not be able to maintain them. In addition, the dynamics of our relationships
with strategic partners may require us to incur expenses or undertake activities
we would not otherwise be inclined to in order to fulfil our obligations to
these partners or maintain our relationships. If our strategic relationships are
not established or

7

---

maintained, our business prospects may be limited, which could
diminish our ability to conduct our operations.

WE MAY NOT BE ABLE TO EFFECTIVELY ESTABLISH MINING OPERATIONS
OR MANAGE OUR GROWTH, WHICH MAY HARM OUR PROFITABILITY.

Our strategy envisions establishing and expanding our mining
business. If we fail to effectively establish mining operations and thereafter
manage our growth, our financial results could be adversely affected. Growth may
place a strain on our management systems and resources. We must continue to
refine and expand our business development capabilities, our systems and
processes and our access to financing sources. As we grow, we must continue to
hire, train, supervise and manage new employees. We cannot assure you that we
will be able to:

* meet our capital
needs;       * expand our systems effectively
or efficiently or in a timely manner;       *
allocate our human resources optimally;      
* identify and hire qualified employees or retain valued employees;
or       * incorporate effectively the
components of any business that we may acquire in our effort to achieve growth.

If we are unable to manage our growth, our operations and our
financial results could be adversely affected by inefficiency, which could
diminish our profitability.

OUR BUSINESS MAY SUFFER IF WE DO NOT ATTRACT AND RETAIN
TALENTED PERSONNEL.

Our success will depend in large measure on the abilities,
expertise, judgment, discretion integrity and good faith of our management and
other personnel in conducting our intended business. We presently have a small
management team, which we intend to expand in conjunction with our planned
operations and growth.

The loss of a key individual or our inability to attract
suitably qualified staff could materially adversely impact our business.

Our success depends on the ability of our management and
employees to interpret market and geological data correctly and to interpret and
respond to economic, market and other conditions to locate and adopt appropriate
investment opportunities, monitor such investments, and ultimately, if required,
to successfully divest such investments. Further, no assurance can be given that
our key personnel will continue their association or employment with us or that
replacement personnel with comparable skills can be found. We have sought to and
will continue to ensure that management and any key employees are appropriately
compensated; however, their services cannot be guaranteed. If we are unable to
attract and retain key personnel, our business may be adversely affected.

OUR MANAGEMENT TEAM DOES NOT HAVE EXTENSIVE EXPERIENCE IN
PUBLIC COMPANY MATTERS, WHICH COULD IMPAIR OUR ABILITY TO COMPLY WITH LEGAL AND
REGULATORY REQUIREMENTS.

Our management team has had limited U.S. public company
management experience or responsibilities, which could impair our ability to
comply with legal and regulatory requirements such as the Sarbanes-Oxley Act of
2002 and applicable federal securities laws including filing required reports
and other information required on a timely basis. There can be no assurance that
our management will be able to implement and affect programs and policies in an
effective and timely manner that adequately responds to increased legal,
regulatory compliance and reporting requirements imposed by such laws and
regulations. Our failure to

8

---

comply with such laws and regulations could lead to the
imposition of fines and penalties and further result in the deterioration of our
business.

RISKS RELATED TO OUR FINANCIAL CONDITION

Future acquisitions and future development, production and
marketing activities, as well as our administrative requirements (such as
salaries, insurance expenses and general overhead expenses, as well as legal
compliance costs and accounting expenses) will require a substantial amount of
additional capital and cash flow.

The proceeds from our private offerings completed during the 11
months ended February 2008, provide us with a limited amount of working capital
and is not sufficient to fund our proposed operations. We will require
additional capital to continue to operate our business and our proposed
operations. We may be unable to obtain additional capital as and when required.
We may not be successful in locating suitable financing transactions in the time
period required or at all, and we may not obtain the capital we require by other
means. If we do not succeed in raising additional capital, the capital we have
received to date may not be sufficient to fund our operations going forward
without obtaining additional capital financing.

We may not be successful in locating suitable financing
transactions in the time period required or at all, and we may not obtain the
capital we require by other means. If we do not succeed in raising additional
capital, the capital we have received to date may not be sufficient to fund our
operations going forward without obtaining additional capital financing.

Any additional capital raised through the sale of equity may
dilute your ownership percentage. This could also result in a decrease in the
fair market value of our equity securities because our assets would be owned by
a larger pool of outstanding equity. The terms of securities we issue in future
capital transactions may be more favourable to our new investors, and may
include preferences, superior voting rights and the issuance of warrants or
other derivative securities, and issuances of incentive awards under equity
employee incentive plans, which may have a further dilutive effect.

Our ability to obtain needed financing may be impaired by such
factors as the capital markets (both generally and in the resource industry in
particular), our status as a new enterprise without a demonstrated operating
history, the location of our mineral properties and the price of minerals on the
commodities markets (which will impact the amount of asset-based financing
available to us) or the retention or loss of key management. Further, if mineral
prices on the commodities markets decrease, then our revenues will likely
decrease, and such decreased revenues may increase our requirements for capital.
If the amount of capital we are able to raise from financing activities is not
sufficient to satisfy our capital needs, we may be required to cease our
operations.

We may incur substantial costs in pursuing future capital
financing, including investment banking fees, legal fees, accounting fees,
securities law compliance fees, printing and distribution expenses and other
costs. We may also be required to recognize non-cash expenses in connection with
certain securities we may issue, such as convertible notes and warrants, which
may adversely impact

WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT AND
EXPECT TO CONTINUE TO INCUR LOSSES UNTIL WE ESTABLISH PROFITABLE BUSINESS
OPERATIONS. THIS COULD DRIVE THE PRICE OF OUR STOCK DOWN.

We incurred a net loss of $18,501 for the 11 months ended
December 31, 2007. As at December 31, 2007 we had an accumulated deficit in the
aggregate amount of $18,501. If we fail to achieve profitability and continue to
incur losses, the price of our common stock can be expected to fall.

9

---

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAS EXPRESSED
DOUBT OF OUR ABILITY TO CONTINUE AS GOING CONCERN. THIS COULD MAKE IT MORE
DIFFICULT FOR US TO RAISE FUNDS AND ADVERSELY AFFECT OUR RELATIONSHIPS WITH
LENDERS, INVESTORS AND SUPPLIERS.

Our independent registered public accounting firm, Moores
&Associates Chartered, have added an explanatory paragraph to their audit
opinion issued in connection with our consolidated financial statements for the
period ended February 29, 2007 and 2005 with respect to their doubt about our
ability to continue. The Company has incurred operating losses since its
inception in April 2007, and has an accumulated deficit of ($18,501) at February
29, 2008, which together raises doubt about the Companys ability to continue as
a going concern. Our ability to continue as a going concern will be determined
by our ability to sustain a successful level of operations and to continue to
raise capital from debt, equity and other sources. The accompanying consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

RISKS RELATED TO OUR INDUSTRY

GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE
COSTS AND OUR BUSINESS WILL BE NEGATIVELY AFFECTED.

There are several governmental regulations that materially
restrict mineral claim exploration and development. Under British Columbia
mining law, engaging in certain types of exploration requires work permits, the
posting of bonds, and the performance of remediation work for any physical
disturbance to the land. While these current laws will not affect specific types
of exploration work, if we identify exploitable minerals and proceed to phase
two which includes drilling operations on the Strohn Creek Claim, we will incur
regulatory compliance costs based upon the size and scope of our operations. In
addition, new regulations could increase our costs of doing business and prevent
us from exploring for and the exploitation of ore deposits. In addition to new
laws and regulations being adopted, existing laws may be applied to mining that
have not as yet been applied. These new laws may increase our cost of doing
business with the result that our financial condition and operating results may
be harmed.

RESERVE ESTIMATES ARE POTENTIALLY INACCURATE.

Estimate of reserves on property is either proven reserves or
probable reserves. At this time we have no proven reserves or probable
reserves. Ore reserve figures and costs are primarily estimates and are not
guarantees that we will recover the indicated quantities of these metals.
Estimated proven reserve quantities based on sampling and testing of sites
conducted by the Company or by independent companies hired by the Company.
Probable reserves are based on information similar to that used for proven
reserves, but the sites for sampling are less extensive, and the degree of
certainty is less. Reserve estimation is an interpretive process based upon
available geological data and statistical inferences and is inherently imprecise
and may prove to be unreliable.

Reserves are reduced as existing reserves are depleted through
production. Reserves may be reduced due to lower than anticipated volume and
grade of reserves mined and processed and recovery rates.

Reserve estimates are calculated using assumptions regarding
metals prices. These prices have fluctuated widely in the past. Declines in the
market price of metals, as well as increased production costs, capital costs and
reduced recovery rates, may render reserves uneconomic to

10

---

exploit. Any material reduction in our reserves may lead to
increased net losses, reduced cash flow, asset write-downs and other adverse
effects on our results of operations and financial condition. Reserves should
not be interpreted as assurances of mine life or of the profitability of current
or future operations. No assurance can be given that the amount of metal
estimated will be produced or the indicated level of recovery of these metals
will be realized.

ABANDONMENT AND RECLAMATION COSTS ARE UNKNOWN AND MAY BE
SUBSTANTIAL.

We will be responsible for compliance with terms and conditions
of environmental and regulatory approvals and all laws and regulations regarding
the abandonment of our properties and reclamation of lands at the end of their
economic life, which abandonment and reclamation costs may be substantial. A
breach of such legislation and/or regulations may result in the issuance of
remedial orders, the suspension of approvals, or the imposition of fines and
penalties, including an order for cessation of operations at the site until
satisfactory remedies are made. It is not possible to estimate with certainty
the abandonment and reclamation costs since they will be a function of
regulatory requirements at the time.

INCREASES IN OUR OPERATING EXPENSES WILL IMPACT OUR OPERATING
RESULTS AND FINANCIAL CONDITION.

Extraction, development, production, marketing (including
distribution costs) and regulatory compliance costs (including taxes) will
substantially impact the net revenues we derive from the minerals that we
produce. These costs are subject to fluctuations and variation in different
locales in which we will operate, and we may not be able to predict or control
these costs. If these costs exceed our expectations, this may adversely affect
our results of operations. In addition, we may not be able to earn net revenue
at our predicted levels, which may impact our ability to satisfy our
obligations

PENALTIES WE MAY INCUR COULD IMPAIR OUR BUSINESS.

Failure to comply with government regulations could subject us
to civil and criminal penalties, could require us to forfeit property rights,
and may affect the value of our assets. We may also be required to take
corrective actions, such as installing additional equipment or taking other
actions, each of which could require us to make substantial capital
expenditures. We could also be required to indemnify our employees in connection
with any expenses or liabilities that they may incur individually in connection
with regulatory action against them. As a result, our future business prospects
could deteriorate due to regulatory constraints, and our profitability could be
impaired by our obligation to provide such indemnification to our employees.

THE DEVELOPMENT AND OPERATION OF OUR MINING PROJECTS INVOLVE
NUMEROUS UNCERTAINTIES.

Mine development projects, including our planned projects,
typically require a number of years and significant expenditures during the
exploration and development phase before production is possible.

Development projects are subject to the completion of
successful feasibility studies, issuance of necessary governmental permits and
receipt of adequate financing. The economic feasibility of development projects
is based on many factors such as:

- unanticipated changes in grade and tonnage of material to be mined and
  processed;
- unanticipated adverse geotechnical conditions;
- incorrect data on which engineering assumptions are made;

11

---

- costs of constructing and operating a mine in a specific environment;
- availability and cost of processing and refining facilities;
- availability of economic sources of power;
- adequacy of water supply;
- adequate access to the site;
- unanticipated transportation costs;
- government regulations (including regulations relating to prices,
  royalties, duties, taxes, restrictions on production, quotas on exportation of
  minerals, as well as the costs of protection of the environment and
  agricultural lands);
- fluctuations in metal prices; and
- .accidents, labor actions and force majeure events

MINERAL EXPLORATION IS HIGHLY SPECULATIVE, INVOLVES SUBSTANTIAL
EXPENDITURES, AND IS FREQUENTLY NON-PRODUCTIVE.

Mineral exploration involves a high degree of risk and
exploration projects are frequently unsuccessful. Few prospects that are
explored end up being ultimately developed into producing mines. To the extent
that we continue to be involved in mineral exploration, the long-term success of
our operations will be related to the cost and success of our exploration
programs. We cannot assure you that our mineral exploration efforts will be
successful. The risks associated with mineral exploration include:

- The identification of potential economic mineralization based on
  superficial analysis;
- the quality of our management and our geological and technical expertise;
  and
- the capital available for exploration and development.

Substantial expenditures are required to determine if a project
has economically mineable mineralization. It may take several years to establish
proven and probable reserves and to develop and construct mining and processing
facilities. Because of these uncertainties, our current and future exploration
programs may not result in the discovery of reserves, the expansion of our
existing reserves or the further development of our mines.

THE PRICE OF MOLYBDENUM AND GOLD ARE HIGHLY VOLATILE AND A
DECREASE IN THE PRICE OF MOLYBDENUM OR GOLD WOULD HAVE A MATERIAL ADVERSE EFFECT
ON OUR BUSINESS.

The profitability of mining operations is directly related to
the market prices of metals. The market prices of metals fluctuate significantly
and are affected by a number of factors beyond our control, including, but not
limited to, the rate of inflation, the exchange rate of the dollar to other
currencies, interest rates, and global economic and political conditions. Price
fluctuations of metals from the time development of a mine is undertaken to the
time production can commence can significantly affect the profitability of a
mine. Accordingly, we may begin to develop one or more of our mines at a time
when the price of metals makes such exploration economically feasible and,
subsequently, incur losses because the price of metals decreases. Adverse
fluctuations of the market prices of metals may force us to curtail or cease our
business operations.

MINING RISKS AND INSURANCE COULD HAVE AN ADVERSE EFFECT ON OUR
PROFITABILITY.

Our operations are subject to all of the operating hazards and
risks normally incident to exploring for and developing mineral properties, such
as unusual or unexpected geological formations, environmental pollution,
personal injuries, flooding, cave-ins, changes in technology or mining
techniques, periodic interruptions because of inclement weather and industrial
accidents. Insurance is available to ameliorate some of these risks, however
such insurance may not

12

---

continue to be available at economically feasible rates or in
the future be adequate to cover the risks and potential liabilities associated
with exploring, owning and operating our properties. Either of these events
could cause us to curtail or cease our business operations.

RISKS RELATED TO OUR COMMON STOCK

NO MARKET CURRENTLY EXISTS FOR OUR SECURITIES AND WE CANNOT
ASSURE YOU THAT SUCH A MARKET WILL EVER DEVELOP, OR IF DEVELOPED, WILL BE
SUSTAINED.

Our common stock is not currently eligible for trading on any
stock exchange and there can be no assurance that our common stock will be
listed on any stock exchange in the future. We intend to apply for listing on
the OTC Bulletin Board trading system pursuant to Rule 15c2-11 of the Securities
Exchange Act of 1934, but there can be no assurance we will obtain such a
listing. The bulletin board tends to be highly illiquid, in part because there
is no national quotation system by which potential investors can track the
market price of shares except through information received or generated by a
limited number of broker-dealers that make a market in particular stocks. There
is a greater chance of market volatility for securities that trade on the
bulletin board as opposed to a national exchange or quotation system. This
volatility may be caused by a variety of factors, including: the lack of readily
available price quotations; the absence of consistent administrative supervision
of "bid" and "ask" quotations; lower trading volume; and general market
conditions. If no market for our shares materializes, you may not be able to
sell your shares or may have to sell your shares at a significantly lower price.

IF OUR SHARES OF COMMON STOCK ARE ACTIVELY TRADED ON A PUBLIC
MARKET, THEY WILL IN ALL LIKELIHOOD BE PENNY STOCKS.

Broker-dealer practices in connection with transactions in
penny stocks are regulated by certain penny stock rules adopted by the SEC.
Penny stocks generally are equity securities with a price per share of less than
$5.00 (other than securities registered on certain national securities exchanges
or quoted on the NASDAQ Stock Market, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer must also
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customers account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchasers written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules..

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND
COMPLIANCE WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT
DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

We plan to contact a market maker immediately following the
close of the offering and apply to have the shares quoted on the OTC Electronic
Bulletin Board. To be eligible for quotation, issuers must remain current in
their filings with the SEC. In order for us to remain in compliance we will
require future revenues to cover the cost of these filings, which could comprise
a substantial portion of our available cash resources. If we are unable to
generate sufficient

13

---

revenues to remain in compliance it may be difficult for you to
resell any shares you may purchase, if at all.

THE MARKET PRICE OF OUR COMMON STOCK IS LIKELY TO BE HIGHLY
VOLATILE AND SUBJECT TO WIDE FLUCTUATIONS.

Assuming we are able to establish an active trading market for
our common stock, the market price of our common stock is likely to be highly
volatile and could be subject to wide fluctuations in response to a number of
factors that are beyond our control, including:

- dilution caused by our issuance of additional shares of common stock and
  other forms of equity securities, which we expect to make in connection with
  future capital financings to fund our operations and growth, to attract and
  retain valuable personnel and in connection with future strategic partnerships
  with other companies;
- announcements of acquisitions, reserve discoveries or other business
  initiatives by our competitors;
- fluctuations in revenue from our mineral business as new reserves come to
  market;
- changes in the market for commodities or in the capital markets generally;
- quarterly variations in our revenues and operating expenses;
- changes in the valuation of similarly situated companies, both in our
  industry and in other industries;
- changes in analysts' estimates affecting us, our competitors or our
  industry;
- changes in the accounting methods used in or otherwise affecting our
  industry;
- additions and departures of key personnel;
- fluctuations in interest rates and the availability of capital in the
  capital markets; and

These and other factors are largely beyond our control, and the
impact of these risks, singly or in the aggregate, may result in material
adverse changes to the market price of our common stock and our results of
operations and financial condition.

OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, AND THESE
FLUCTUATIONS MAY CAUSE OUR STOCK PRICE TO DECLINE.

Our operating results will likely vary in the future primarily
as the result of fluctuations in our revenues and operating expenses, expenses
that we incur, the price of minerals in the commodities markets and other
factors. If our results of operations do not meet the expectations of current or
potential investors, the price of our common stock may decline.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

We do not intend to declare dividends for the foreseeable
future, as we anticipate that we will reinvest any future earnings in the
development and growth of our business. Therefore, investors will not receive
any funds unless they sell their common stock, and stockholders may be unable to
sell their shares on favourable terms or at all. Investors cannot be assured of
a positive return on investment or that they will not lose the entire amount of
their investment in the common stock.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-KSB contains forward-looking statements that
involve risks and uncertainties. We use words such as anticipate, believe, plan,
expect, future, intend and similar expressions to identify such forward-looking
statements. You should not place too much reliance on these forward-looking
statements. Our actual results are likely to differ materially from those
anticipated in these forward-looking statements for many reasons.

14

---

ITEM 2: DESCRIPTION OF PROPERTY

We currently utilize space at the premises of James P.
Geiskopf, an officer and director of the Company. The premises are located at
600 Parker Road Fairfield, California 94533. The facilities include an answering
machine, a fax machine, computer and office equipment. We intend to use these
facilities for the time being until we feel we have outgrown them. We currently
have no investment policies as they pertain to real estate, real estate
interests or real estate mortgages.

ITEM 3: LEGAL PROCEEDINGS

Resource Group is not currently involved in any legal
proceedings and we are not aware of any pending or potential legal actions.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during
the 11 months February 29, 2008 through the solicitation of proxies or
otherwise.

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

MARKET INFORMATION

The Company intends to make application to FINRA for the
Company's shares to be quoted on the OTCBB. The Company's application to FINRA
will consist of current corporate information, financial statements and other
documents as required by Rule 15c211 of the Securities Exchange Act of 1934.

DIVIDENDS

There are no restrictions in our articles of incorporation or
bylaws that prevent us from declaring dividends. Delaware General Corporation
Law, Chapter V, Section 170 however, do prohibit us from declaring dividends
where, after giving effect to the distribution of the dividend:

- if the capital of the corporation, computed in accordance with Delaware
  General Corporation Law, shall have been diminished by depreciation in the
  value of its property, or by losses, or otherwise, to an amount less than the
  aggregate amount of the capital represented by the issued and outstanding
  stock of all classes having a preference upon the distribution of assets, the
  directors of such corporation shall not declare and pay out of such net
  profits any dividends upon any shares of any classes of its capital stock
  until the deficiency in the amount of capital represented by the issued and
  outstanding stock of all classes having a preference upon the distribution of
  assets shall have been repaired.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

FORWARD-LOOKING STATEMENTS

This 10KSB annual report may contains statements that
constitute forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933.
The words expect, estimate, anticipate, predict, believe, and similar
expressions and variations thereof are intended to identify forward-looking
statements. Such forward-looking statements may include statements regarding,
among other

15

---

things, (a) our estimates of mineral reserves and mineralized
material, (b) our projected sales and profitability, (c) our growth strategies,
(d) anticipated trends in our industry, (e) our future financing plans, (f) our
anticipated needs for working capital and (g) the benefits related to ownership
of our common stock. This information may involve known and unknown risks,
uncertainties, and other factors that may cause our actual results, performance,
or achievements to be materially different from the future results, performance,
or achievements expressed or implied by any forward-looking statements for the
reasons, among others, described within the various sections of this 10KSB,
specifically the section entitled Risk Factors. These statements may be found
under Managements Discussion and Analysis or Plan of Operations and
Description of Business, as well as in this 10KSB annual report. We undertake
no obligation to release publicly any updated information about forward-looking
statements to reflect events or circumstances occurring after the date of this
10KSB annual report or to reflect the occurrence of unanticipated events.

PLAN OF OPERATION

We will conduct mineral exploration activities on the Strohn
Creek Claims in order to assess whether the property contains mineral reserves
capable of commercial extraction. Our exploration program is designed to explore
for commercially viable deposits of molybdenum, gold and other minerals. We have
not, nor has any predecessor, identified any commercially exploitable reserves
of these minerals at Strohn Creek.

For the twelve months following the date of this prospectus we
plan to complete the first phase of the exploration program on our claims
consisting of geological prospecting and assaying, (Phase I), trenching and
detailed sampling of historic zones (Phase II). We estimate the cost to be about
$21,000 for the Phase I and II Exploration program as outlined below. In
addition to this $21,000 we anticipate spending an additional $17,200 on
professional and administrative fees, including fees payable in connection with
the filing of this registration statement and complying with reporting
obligations. Total expenditures over the next 12 months are therefore expected
to be approximately $38,200, which is covered by the cash on hand. We do not
expect to commence work on Phase III until spring 2009, subject to information
obtained during the 2008 work program and available funds to complete the
outlined program.

Prior to the Company purchasing the Strohn Creek mineral claim,
the vendor was required to have prepared at Company cost a geological evaluation
report on the Strohn Creek mineral claims. This report was prepared by Mr.
Edward Kruchkowski, P. Geo., and was completed on January 4, 2008. Mr.
Kruchkowskis report summarizes the results of the history of the exploration of
the mineral claims, the regional and local geology of the mineral claims and the
mineralization and the geological formations identified as a result of prior
exploration on the claims and in the claim areas.

The geological report also gives conclusions regarding
mineralization of the mineral claims and recommends a further exploration
program on the mineral claims. The exploration program is as follows:

Phase
    Exploration Program
    Cost
    StatusPhase 1
    Prospecting, assay and evaluation
      of information
    $6,000
    Expected to be completed by end June 2008,
      (dependent on geologist schedule).Phase II
    Localized soil surveys, trenching
      and sampling zones identified in historical information & Phase 1
    $15,000
    Expected to be completed by end September 2008
      (subject to consulting geologist's schedule).


16

---

Phase III
    Test Diamond drilling outlined by
      Phase 1 and 2 programs.
    $130,000
    Planned for spring 2009 (Depending on the results of
      Phase 2, consulting geologist's schedule.)Estimated Cost
    
    $151,000


We plan to commence Phase I of the exploration program on the
claim in June 2008. We expect this phase to take 30 days to complete and an
additional month for the consulting geologist to receive the results of the
assay lab and prepare his report.

Following Phase I of the exploration program, if it proves
successful in identifying mineral deposits, we intend to proceed with the Phase
II program in August 2008. The estimated cost of the Phase II program is $15,000
and will take approximately 45 days to complete and an additional two months for
the consulting geologist to receive the results from the assay lab and prepare
his report.

Following Phase II of the exploration program, if it proves
successful in identifying mineral deposits, we intend to proceed with Phase III
of our exploration program subject to raising the funds. The estimated cost of
this program is $130,000 and will take approximately 4 to 5 weeks to complete
and an additional two months for the consulting geologist to receive the results
from the assay lab and prepare his report.

The above program costs are management's estimates based upon
the recommendations of the professional consulting geologist's report and the
actual project costs may exceed our estimates. To date, we have not commenced
exploration.

Edward Kruchkowski, P. Geo, the consulting geologist who
prepared the geology report on our claim, will be retained for our planned
exploration programs. We will however, require additional funding to proceed
with Phase III and any subsequent work on the claim, we have no current plans on
how to raise the additional funding. We cannot provide investors with any
assurance that we will be able to raise sufficient funds to proceed with any
work after the first two phases of the exploration program.

RESULTS OF OPERATIONS

Results of Operations for the Eleven (11) Month Period Ended
February 29, 2008. No Comparisons are Available as this is the Companys first
year of Operation.

No sales or income was recorded for the eleven months
period

Operating Costs and Expenses

Start up costs during the eleven months of operations totalled
$18,501 were comprised of organizational cost amounting to $5,000 incurred for
corporate set-up and structuring; office and administration costs included CUSIP
filing fees amounting to $2,665, cost of the contracted writing of this S-1
Registration Statement and, legal and professional fees amounting to $10,000 and
interest cost totalling $852

17

---

SELECTED FINANCIAL INFORMATION

|                     |   | February 29, 2008 | 
|-------------------- | - | ----------------- | 
|                     |   |                   | 
|Current Assets       | $ | 97,098            | 
|Total Assets         | $ | 122,351           | 
|Current Liabilities  | $ | 77,852            | 
|Stockholders' Equity | $ | 44,499            | 

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance is $97,098 as of February 29, 2008. We believe
our cash balance is sufficient to fund our limited levels of operations until
August 2008. We are an exploration stage company and have generated no revenue
to date. We sold 600,000 shares of common stock in February 2008 for cash and
realized a total of $63,000. We have notes payable to our officers and directors
amounting to $77,852 due November 2008. We expect that we have adequate funds
available to pay for our minimum level of operations.

Our auditor has issued a going concern opinion. This means that
there is substantial doubt that we can continue as an on-going business for the
next twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that stage.

We are contemplating raising additional capital to finance our
exploration programs. No final decisions regarding the program or financing have
been made at this time.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make a wide variety of estimates and assumptions that
affect: (1) the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the financial statements,
and (2) the reported amounts of revenues and expenses during the reporting
periods covered by the financial statements. Our management routinely makes
judgments and estimates about the effect of matters that are inherently
uncertain. As the number of variables and assumptions affecting the future
resolution of the uncertainties increases, these judgments become even more
subjective and complex. We have identified certain accounting policies that are
most important to the portrayal of our current financial condition and results
of operations. Our significant accounting policies are disclosed in Note 1 of
the Notes to the Consolidated Financial Statements, and several of those
critical accounting policies are as follows:

Marketable Securities.Marketable securities may consist
of shares, bonds and other negotiable instruments. Shares will be accounted for
as securities held-for-sale in accordance with Statement of Financial Accounting
Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity
Securities. Marketable securities will be stated at fair value based on market
quotes. Unrealized gains and losses are recorded as other comprehensive income,
a component of stockholders deficit in our consolidated balance sheet.

18

---

Property and Equipment.Property and equipment are
stated at cost. Depreciation and amortization are calculated using the
straight-line method over the respective estimated useful lives of the assets.

Mine development costs are capitalized after proven and
probable reserves have been identified. Amortization of mine development costs
will be calculated using the units-of-production method over the expected life
of the operation based on the estimated proven and probable reserves. As
February 29,2008 the Company had no proven or probable reserves.

Property Acquisition and Deferred Mineral Property
Development Costs. Mineral property acquisition and deferred mineral
property development costs are recorded at cost and will be capitalized once
determination has been made that a mineral property has proven or probable
reserves that can be produced profitably. On the commencement of profitable
commercial production, depletion of each mineral property acquisition and
associated deferred property development costs will be computed on the units of
production basis using estimated proven and probable reserves.

Exploration Properties. Mineral exploration expenditures
are expensed as incurred. Property acquisition costs relating to exploration
properties are also expensed until the economic viability of the project is
determined and proven and probable reserves quantified. Costs associated with
economically viable projects are depreciated and amortized in accordance with
the policies described above.

Stripping Costs.On March 30, 2005, the Financial
Accounting Standards Board (FASB) ratified the consensus of the Emerging Issues
Task Force (EITF) Issue 04-06 that stripping costs incurred during the
production phase of a mine are variable costs that should be included in the
costs of the inventory produced during the period that the stripping costs are
incurred. The Company will utilize this accounting policy for stripping costs
incurred in its mining operations where applicable.

Closure, Reclamation and Remediation Costs.Current laws
and regulations require certain closure, reclamation and remediation work to be
done on mineral properties as a result of exploration, development and operating
activities. The Company will periodically reviews the activities performed on
its mineral properties and makes estimates of closure, reclamation and
remediation work that will need to be performed as required by those laws and
regulations and makes estimates of amounts that are expected to be incurred when
the closure, reclamation and remediation work is expected to be performed.
Future closure, reclamation and environmental related expenditures are difficult
to estimate in many circumstances due to the early stages of investigation,
uncertainties associated with defining the nature and extent of environmental
contamination, the uncertainties relating to specific reclamation and
remediation methods and costs, application and changing of environmental laws,
regulations and interpretation by regulatory authorities and the possible
participation of other potentially responsible parties.

Estimated costs associated with closure, reclamation and
environmental reclamation the Companys properties will be reflected in its
consolidated financial statements in accordance with generally accepted
accounting principles, including the adoption of SFAS 143, Accounting
for Asset Retirement Obligations, which the Company adopted.

Property Evaluations and Impairment of Long-Lived
Assets. The Company will review and evaluate the carrying amounts of its
mining properties and related buildings and equipment, and other long-lived
assets when events or changes in circumstances indicate that the carrying amount
may not be recoverable. Estimated future net cash flows, on an undiscounted
basis, from a property or asset will be calculated using estimated recoverable
minerals (considering current proven and probable reserves and mineralization
expected to be classified as reserves where applicable); estimated future
mineral price realization (considering historical and current prices,

19

---

price trends and related factors); and operating, capital and
reclamation costs. Reduction in the carrying value of property, plant and
equipment, or other long-lived assets, with a corresponding charge to earnings,
are recorded to the extent that the estimated future net cash flows are less
than the carrying value.

Estimates of future cash flows are subject to risks and
uncertainties. It is reasonably possible that changes in circumstances could
occur which may affect the recoverability of the Companys properties and
long-lived assets.

Revenue Recognition.The company has had no revenues to
date. It is the Companys policy that revenues will be recognized in accordance
with SEC Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition." Under
SAB 104, product revenues (or service revenues) are recognized when persuasive
evidence of an arrangement exists, delivery has occurred (or service has been
performed), the sales price is fixed and determinable and collectibility is
reasonably assured.

Stock-Based Compensation and Equity Transactions.We
account for stock-based compensation pursuant to SFAS No. 123R, Share-Based
Payment, an amendment of FASB Statements 123 and 95, which requires us to
measure the compensation cost of stock options and other stock-based awards to
employees and directors at fair value at the grant date and recognize
compensation expense over the requisite service period for awards expected to
vest.

Except for transactions with employees and directors that are
within the scope of SFAS 123R, all transactions in which goods or services are
the consideration received for the issuance of equity instruments are accounted
for based on the fair value of the consideration received or the fair value of
the equity instruments issued, whichever is more reliably measurable.
Additionally, in accordance with EITF 96-18, the Company has determined that the
dates used to value the transaction are either: (1) the date at which a
commitment for performance by the counter party to earn the equity instruments
is established; or (2) the date at which the counter partys performance is
complete.

Recent Accounting Pronouncements

In September 2006, the FASB issued FASB Statement No. 157. This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is a
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practices. This Statement is effective for
financial statements for fiscal years beginning after November 15, 2007. Earlier
application is permitted provided that the reporting entity has not yet issued
financial statements for that fiscal year. Management believes this Statement
will have no impact on the financial statements of the Company once adopted.

In December 2007, the FASB issued SFAS No. 141 (revised 2007),
Business Combinations. This statement replaces SFAS No. 141, Business
Combinations and applies to all transactions or other events in which an entity
(the acquirer) obtains control of one or more businesses (the acquiree),
including those sometimes referred to as true mergers or mergers of equals
and combinations achieved without the transfer of consideration. This statement
establishes principles and requirements for how the acquirer: a) recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree; b)
recognizes and measures the goodwill acquired in the business combination or a
gain from a bargain purchase; and c) determines what information to

20

---

disclose to enable users of the financials statements to
evaluate the nature and financial effects of the business combination. This
statement will be effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008, or our fiscal year
beginning March 1, 2009. Earlier adoption is prohibited. We currently are unable
to determine what impact the future application of this pronouncement may have
on our financial statements.

The FASB has issued Financial Interpretation No. 48,
Accounting for Uncertainty in Income Taxes An Interpretation of
FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty
in income taxes recognized in an enterprises financial statements in accordance
with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 also
prescribes a recognition threshold and measurement standard for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. In addition, FIN 48 provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition.

In February 2007, the FASB issued SFAS No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities  Including
an Amendment of FASB Statement No. 115. This statement permits
entities to choose to measure many financial instruments and certain other items
at fair value. Most of the provisions of SFAS No. 159 apply only to entities
that elect the fair value option. However, the amendment to SFAS No. 115
Accounting for Certain Investments in Debt and Equity Securitiesapplies to all entities with available-for-sale and trading securities. SFAS
No. 159 is effective as of the beginning of an entitys first fiscal year that
begins after November 15, 2007. Early adoption is permitted as of the beginning
of a fiscal year that begins on or before November 15, 2007, provided the entity
also elects to apply the provision of SFAS No. 157, Fair Value
Measurements. The adoption of this statement is not expected to have a
material effect on the Companys financial statements.

In August 2001 the FASB issued SFAS No. 144 Accounting for the
Impairment or Disposal of Long-Lived Assets requires that long-lived assets and
certain identifiable intangibles held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The Company management has
reviewed its mining property for impairment and has determined that the adoption
of SFAS No. 144 has not materially affected the company's reported earnings,
financial condition or cash flow.

PART II - FINANCIAL INFORMATION

ITEM 7: FINANCIAL STATEMENTS

Our fiscal year end is February 2008. We will provide audited
financial statements to our stockholders on an annual basis. Our consolidated
audited financial statements for the fiscal years ended February 29, 2008, the
first year following incorporation on April 2, 2007 follow.

21

---

MOORE & ASSOCIATES,
CHARTERED       
     ACCOUNTANTS AND ADVISORSPCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors Resource Group, Inc. (An
Exploration Stage Company)

We have audited the accompanying balance sheet of Resource
Group, Inc. (A Exploration Stage Company) as of February 29, 2008, and the
related statements of operations, stockholders equity and cash flow for the
year ended February 29, 2008 and since inception on April 2, 2007 through
February 29, 2008. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits 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
audits provide 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 Resource
Group, Inc. (A Exploration Stage Company) as of February 29, 2008, and the
related statements of operations, stockholders equity and cash flow for the
year ended February 29, 2008 and since inception on April 2, 2007 through
February 29, 2008, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has had no business operations to
date and must secure additional financing to commence the Companys plan of
operations, which raises substantial doubt about its ability to continue as a
going concern. Managements plans concerning these matters are also described in
Note 3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ Moore & Associates, Chartered

Moore & Associates Chartered Las Vegas, Nevada
April 5, 2008

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702)
253-7499 Fax (702) 253-7501

22

---

Resource Group, Inc (An Exploration Stage Company)
Balance Sheet

|                                                           |  | At February |  
|---------------------------------------------------------- |  | ----------- | -
|                                                           |  | 29, 2008    |  
|                                                           |  | $           |  
|                                                           |  |             |  
|ASSETS                                                     |  |             |  
|                                                           |  |             |  
|Current Assets                                             |  |             |  
|Cash                                                       |  | 97,098      |  
|                                                           |  |             |  
|Total Current Assets                                       |  | 97,098      |  
|Other Assets                                               |  |             |  
|Mining Claims  at cost (Note 4)                           |  | 25,253      |  
|                                                           |  |             |  
|Total Other Assets                                         |  | 25,253      |  
|Total Assets                                               |  | 122,351     |  
|                                                           |  |             |  
|LIABILITIES & STOCKHOLDERS
      EQUITY                    |  |             |  
|                                                           |  |             |  
|Current                                                    |  |             |  
|Loans Payable Related Parties (Note 5)                     |  | 77,852      |  
|Total Liabilities                                          |  | 77,852      |  
|                                                           |  |             |  
|STOCKHOLDERS EQUITY                                       |  |             |  
|                                                           |  |             |  
|Capital Stock                                              |  |             |  
|Authorized:                                                |  |             |  
|75,000,000 common shares, par value $0.001
      per share |  |             |  
|Issued and outstanding:                                    |  |             |  
|3,600,000 common shares                                    |  | 3,600       |  
|                                                           |  |             |  
|Additional paid-in capital                                 |  | 59,400      |  
|                                                           |  |             |  
|Deficit Accumulated During The Development
      Stage     |  | (18,501     | )
|Total Shareholders Equity                                 |  | 44,499      |  
|                                                           |  |             |  
|Total Liabilities and Stockholders Equity                 |  | 122,351     |  

The accompanying notes are an integral part of these Financial
Statements

23

---

Resource Group, Inc (An Exploration Stage Company)
Statement of Operations Period From Inception, (April 2, 2007 to
February 29, 2008)

|                                                           |  | Cumulative        |  
|---------------------------------------------------------- |  | ----------------- | -
|                                                           |  | amounts from Date |  
|                                                           |  | of Incorporation  |  
|                                                           |  | April 2, 2007 to  |  
|                                                           |  | February 29, 2008 |  
|                                                           |  | $                 |  
|Revenue                                                    |  | -                 |  
|                                                           |  |                   |  
|Expenses                                                   |  |                   |  
|Organizational costs                                       |  | 5,000             |  
|Office and Administration                                  |  | 2,649             |  
|Legal and Consulting Fees                                  |  | 10,000            |  
|                                                           |  | 17,649            |  
|                                                           |  |                   |  
|Net Loss from Operations                                   |  | (17,649           | )
|                                                           |  |                   |  
|Other Income                                               |  |                   |  
|Interest Income                                            |  | -                 |  
|Other Expense                                              |  | 852               |  
|Interest                                                   |  | -                 |  
|                                                           |  |                   |  
|Net Loss For The Period                                    |  | (18,501           | )
|                                                           |  |                   |  
|Basic And Diluted Loss Per Common Share                    |  | (0.001            | )
|Weighted Average Number of Common Shares
      Outstanding |  | 3,600,000         |  

The accompanying notes are an integral part of these Financial
Statements

24

---

Resource Group, Inc (An Exploration Stage Company)
Statement of Cash Flows Period From Inception, (April 2, 2007 to
February 29, 2008

|                                                             |  | Cumulative amounts     |  
|------------------------------------------------------------ |  | ---------------------- | -
|                                                             |  | from Date of           |  
|                                                             |  | Incorporation April 2, |  
|                                                             |  | 2007 to                |  
|                                                             |  | February 29, 2008      |  
|Operating Activities                                         |  | $                      |  
|                                                             |  |                        |  
|Net Income (Loss)                                            |  | (18,501                | )
|Less: Net Income (Loss) from Discontinued Operations         |  |                        |  
|Net Income (Loss) from Continued Operations                  |  | (18.501                | )
|Adjustments To Reconcile Net Loss To Net Cash                |  |                        |  
|Provided by Operations                                       |  | -                      |  
|Stock Issued for services                                    |  | -                      |  
|Gain on settlement of debt                                   |  | -                      |  
|Change in Assets and Liabilities                             |  |                        |  
|(Increase) decrease in
      accounts receivable             |  | -                      |  
|(Increase) decrease in deposits                              |  | -                      |  
|(Increase) decrease in
      accounts payable                |  | -                      |  
|(Increase) decrease in accrued expenses                      |  | -                      |  
|Net Cash Provided (Used) by Continuing Operating Activities  |  | (18,501                | )
|Investing Activities                                         |  |                        |  
|Cash paid for Mining Property                                |  | (25,253                | )
|Net Cash Provided (Used) by Investing Activities             |  | (25,253                | )
|Financing Activities                                         |  |                        |  
|Cash paid for notes payable - related parties                |  | 77,852                 |  
|Cash Received from issuance of stock                         |  | 63,000                 |  
|Net Cash Provided (Used) by Financing Activities             |  | 140,852                |  
|Increase (Decrease) in Cash from Continuing
      Operations |  | 97,098                 |  
|Cash and Cash Equivalents at Beginning of Period             |  | -                      |  
|Cash and Cash Equivalents at End of Period                   |  | 97,098                 |  
|Supplemental Information                                     |  |                        |  
|Cash Paid For:                                               |  |                        |  
|Interest                                                     |  | -                      |  
|Income Taxes                                                 |  | -                      |  

The accompanying notes are an integral part of these Financial
Statements

25

---

Resource Group, Inc. (An Exploration Stage Company)
Statement of Stockholders Equity February 29, 2008

DeficitCapital Stock
    
    
    
    
    
    AccumulatedAdditional
    
    
    During thePaid-In
    
    
    ExplorationShares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    Total$
    
    
    $
    
    
    $
    
    
    $Balance Forward
    
    0
    
    
    
    
    
    
    
    
    
    
    
    0December 2007Shares issued for cash at
    
    3,000,000
    
    
    3,000
    
    
    -
    
    
    
    
    
    3,000$0.001February 2008Shares issued for cash at
    
    600,000
    
    
    600
    
    
    59,600
    
    
    
    
    
    60,000$0.0013,600,000
    
    
    3,600
    
    
    59,600
    
    
    
    
    
    63,000Deficit for Period
    
    
    
    
    
    
    
    
    
    
    (18,501
    )
    
    (18,501
    )Balance,February 29, 2008
    
    3,600,000
    
    
    3,600
    
    
    59,600
    
    
    (18,501
    )
    
    44,499


The accompanying notes are an integral part of these Financial
Statements

26

---

Resource Group, Inc. (An Exploration Stage Company)
Notes To Financial Statements February 29, 2007

1.        NATURE AND
CONTINUANCE OF OPERATIONS

a)        Organization

The Company was incorporated in the State of Delaware, United
States of America on April 2, 2007. The Companys year-end is February 2008.

b)        Development Stage
Activities

The Company is in the development stage and has not yet
realized any revenues from its planned operations. The Companys business plan
is to acquire mining properties in Canada while remaining open to the
acquisition of other base and precious metal property opportunities worldwide.
During this period the Company has acquired a Molybdenum  Gold property located
at Strohn Creek, British Columbia, Canada, further described as the Meziadin
Lake Project

Based upon the Company's business plan, it is a development
stage enterprise. Accordingly, the Company presents its financial statements in
conformity with generally accepted accounting principles (GAAP) in the United
States of America that apply in establishing operating enterprises. As a
development stage enterprise, the Company discloses the deficit accumulated
during the development stage and the cumulative statements of operations and
cash flows from inception to the current balance sheet date.

2.        SIGNIFICANT
ACCOUNTING POLICIES

This summary of significant accounting policies is presented to
assist in understanding the Companys financial statements. The financial
statements and notes are representations of the Companys management who is
responsible for their integrity and objectivity. These accounting policies
conform to generally accepted accounting principles in the United States of
America and have been consistently applied in the preparation of the financial
statements. The financial statements are stated in United States of America
dollars.

a)        Organizational and
Start-up Costs

Costs of start-up activities, including organizational costs,
are expensed as incurred in accordance with SOP 98-5.

b)        Income Taxes

The Company has adopted the Statement of Financial Accounting
Standards No. 109  Accounting for Income Taxes (SFAS 109). SFAS 109 requires
the use of the asset and liability method of accounting of income taxes. Under
the asset and liability method of SFAS 109, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to temporary
differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.

27

---

c)        Basic and Diluted
  Loss Per Share

In accordance with SFAS No. 128  Earnings Per Share, the
basic loss per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding.
Diluted loss per common share is computed similar to basic loss per common share
except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilutive. At February
29, 2007 the Company had no stock equivalents that were anti-dilutive and
excluded in the earnings per share computation.

d)        Estimated Fair
Value of Financial Instruments

The carrying value of the Companys financial instruments,
consisting of accounts payable and accrued liabilities approximate their fair
value due to the short-term maturity of such instruments. Unless otherwise
noted, it is managements opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial statements.

e)        Revenue
Recognition

The company has had no revenues to date. It is the Companys
policy that revenues will be recognized in accordance with SEC Staff Accounting
Bulletin (SAB) No. 104, "Revenue Recognition." Under SAB 104, product revenues
(or service revenues) are recognized when persuasive evidence of an arrangement
exists, delivery has occurred (or service has been performed), the sales price
is fixed and determinable and collectibility is reasonably assured.

f)        Currency

The functional currency of the Company is the United States
Dollar.

g)        Use of Estimates

The preparation of the Companys financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in these
financial statements and accompanying notes. Actual results could differ from
those estimates.

h)        Cash and Cash
Equivalents

The Company considers all highly liquid debt instruments with
an original maturity of three months or less to be cash equivalents.

i)        Earnings (Loss)
Per Share

Earnings (loss) per share of common stock is computed by
dividing the net earnings (loss) by the weighted average number of common shares
outstanding during the period. Diluted earnings per share is not shown for
periods in which the Company incurs a loss because it would be anti-dilutive.

j)        Recent Accounting
Pronouncements

In April 2003, the FASB issued SFAS No. 149 "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities", which amends
and clarifies the accounting guidance on certain derivative instruments and
hedging activities. SFAS 149 is generally effective for contracts entered into
or modified after June 30, 2003 and hedging relationships designated after June
30, 2003. The adoption of this statement did not impact the Company's financial
position, results of operations, or cash flows. In May 2003, the FASB issued
SFAS No.150, "Accounting

28

---

for Certain Financial Instruments with Characteristics of both
Liabilities and Equity." SFAS 150 establishes standards for how an issuer of
equity (including the equity shares of any entity whose financial statements are
included in the consolidated financial statements) classifies and measures on
its balance sheet certain financial instruments with characteristics of both
liabilities and equity. SFAS 150 is effective for financial instruments entered
into or modified after May 31, 2003 and for existing financial instruments after
July 1, 2003. The adoption of this statement did not impact the Company's
financial position, results of operations, or cash flows.

In January 2003, the FASB issued FIN No. 46, "Consolidation of
Variable Interest Entities," and a revised interpretation of FIN 46 ("FIN 46-R")
in December 2003. FIN 46 requires certain variable interest entities ("VIEs") to
be consolidated by the primary beneficiary of the entity if the equity investors
in the entity do not have the characteristics of a controlling financial
interest or do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other parties.
The provisions of FIN 46 are effective immediately for all arrangements entered
into after January 31, 2003. Since January 31, 2003, the Company has not
invested in any entities it believes are variable interest entities for which
the Company is the primary beneficiary. For all arrangements entered into after
January 31, 2003, the Company was required to continue to apply FIN 46 through
April 30, 2004. The Company was required to adopt the provisions of FIN 46-R for
those arrangements on May 1, 2004. For arrangements entered into prior to
February 1, 2003, the Company was required to adopt the provisions of FIN 46-R
on May 1, 2004. The adoption of this statement did not impact the Company's
financial position, results of operations, or cash flows.

k)        FSAS No. 144 -Accounting for the Impairment or Disposal of Long-Lived Assets (Issued 8/01)

Statement of Financial Accounting Standards (SFAS) No. 144
requires that long-lived assets and certain identifiable intangibles held and
used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The Company management has reviewed its mining property for
impairment and has determined that the adoption of SFAS No. 144 has not
materially affected the company's reported earnings, financial condition or cash
flow.

l)        Other

The Company consists of one reportable business segment. The
Company paid no dividends during the periods presented.

3.        BASIS OF
PRESENTATION  GOING CONCERN

The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles in the United States of
America, which contemplates continuation of the Company as a going concern.
However, the Company has no business operations to date and must secure
additional financing to commence the Companys plan of operations. The Company
intends to acquire additional operating capital through equity offerings to the
public to fund its business plan. There is no assurance that the equity
offerings will be successful in raising sufficient funds to commence operations
or to assure the eventual profitability of the Company.

4.        MINING PROPERTY

The Company owns a Molybdenum-Gold mining property located at
Strohn Creek, further described as the Meziadin Lake Project, which is located
approximately 35 kilometres east of Stewart, British Columbia. One hundred
percent (100%) of the property has been acquired by the Company from the
previous owner. The property is comprised of 2

29

---

claims, tenure number 551606 and 551608 covering approximately
613.5 hectares (1,516 Acres). The claim extends from just west of the confluence
of Surprise Creek and Strohn Creek for approximately 2 kilometres east-west and
3 kilometres north-south. A geologist was engaged by the Company to prepare a
Geological Report. This report was completed January 4, 2008 in accordance with
the requirements of National Instrument 43-101

Standards for Disclosure for Mineral Projects.

5        PROMISSORY NOTES
PAYABLE - RELATED PARTIES

The Company has sold to two officers/director of the Company,
secured one year, 10% Promissory Notes (the Notes), amounting to in aggregate
$80,000.00, due November 12, 2008 pursuant to a Purchase Agreement and Section
4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated
thereunder,. Subsequent to the making of the Notes, on December 1, 2007, the
note holders agreed to convert, in aggregate $3,000 of the face value of the
Notes into common stock of the Company leaving $77,000 Notes Payable plus $852
accrued interest payable for the period from date of advance, January 18, 2008
to February 29, 2008.

6.        INCOME TAXES

The Company is subject to US federal income taxes. The Company
has had no income, and therefore has paid no income tax.

Deferred income taxes arise from temporary timing differences
in the recognition of income and expenses for financial reporting and tax
purposes. The Companys has no deferred tax assets at this time.

Income taxes at the statutory rate will be re reconciled to the
Companys actual income taxes as follows:

|Income tax benefit at statutory rate
      resulting from net operating | (15%)
|----------------------------------------------------------------------- | -----
|loss carry forward                                                      |      
|Deferred income tax valuation allowance                                 | 15%  
|Actual tax rate                                                         | 0%   

7.        SUBSEQUENT EVENTS

On April 25, 2008, the Company filed an S-1 Registration
Statement with the Securities and Exchange Commission to register for trading
600,000 shares of common stock sold during February 2008. The common stock was
sold in a private transaction pursuant to an exemption provided under Section
4(2) of the Securities Act of 1932, as amended.

30

---

ITEM 8. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS

We evaluated the effectiveness of our disclosure controls and
procedures as of the date of this report. This evaluation was conducted by our
President and Chief Executive Officer, James P Geiskopf .

Disclosure controls are controls and other procedures that are
designed to ensure that information that we are required to disclose in the
reports we file pursuant to the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported.

LIMITATIONS ON EFFECTIVE CONTROLS

Our management does not expect that our disclosure controls or
our internal controls over financial reporting will prevent all error and fraud.
A control system, no matter how well conceived and operated, can provide only
reasonable, but no absolute, assurance that the objectives of a control system
are met. Further, any control system reflects limitations on resources, and the
benefits of a control system must be considered relative to its costs. These
limitations also include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of a
control. A design of a control system is also based upon certain assumptions
about potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
may not be detected.

CONCLUSIONS

Based upon their evaluation of our controls, the Chief
Executive Officer has concluded that, subject to the limitations noted above,
the disclosure controls are effective in providing reasonable assurance that
material information relating to us is made known to management on a timely
basis during the period when our reports are being prepared. There were no
changes in our internal controls that occurred during the period covered by this
report that have materially affected, or are reasonably likely to materially
affect our internal controls.

EVALUATION OF AND REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting for the company. Internal
control over financial reporting is to provide reasonable assurance regarding
the reliability of our financial reporting purposes accordance with accounting
principles generally accepted in the United States of America. Internal control
over financial reporting includes maintaining records that in reasonable detail
accurately and fairly reflect our transaction; providing reasonable assurance
that transactions are recorded as necessary for preparations of our financial
statements; providing reasonable assurance that receipts and expenditures of
company assets are made in accordance with management authorization; and
providing reasonable assurance that unauthorized acquisitions, use or
disposition of company assets that could have a material effect on our financial
statements would be prevented or detected.

31

---

Management conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework in Internal
Control  Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation management
concluded that the Company's internal control over financial reporting was
effective as of February 29, 2008. There where no changes in our internal
control over financial reporting during the period ended February 29, 2008 that
have materially affected, or are reasonable likely to materially affect, or are
reasonably likely to material affect, our internal control over financial
reporting.

PART III

MANAGEMENT

ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS

The following table sets forth the names and ages of our
current directors and executive officers. Also the principal offices and
positions with us held by each person and the date such person became our
director, executive officer. Our Board of Directors appoints our executive
officers. Our directors serve until the earlier occurrence of the election of
his or her successor at the next meeting of stockholders, death, resignation or
removal by the Board of Directors. There are no family relationships among our
directors, executive officers, and director nominees.

Name
    Since
    Age
    PositionJames P. Geiskopf
    April 2, 2007
    48
    CEO, President,
      Director CFO, Secretary,Ken Greenlaw
    April 2, 2007
    43
    Treasurer,
      Director


James P. Geiskopf has 32 years of experience in
the car rental industry. From 1975 to 1986 he was the Chief Financial Officer of
Budget Rent a Car of Fairfield California. From 1986 to 2007 he has been the
President and Chief executive Officer of Budget Rent a Car of Fairfield
California. Mr. Geiskopf served on the board of directors of Suisun Valley Bank
from 1986 to 1993. He also served on the board of Napa Valley Bancorp (NASDAQ)
from 1991 to 1993.

Ken Greenlawhas 16 years of experience with
Microsoft Corporation. From 1991 to 1997 he worked as a Test Lead in the IMG
Community Technology Group. Projects in clued the Chat Service analysis and Web
Scale Buddy List. This lead to the joining the MSN team I its early stages of
development. From 1997 to 1998 he worked in the role of a vertical Technical
Evangelist in ADCU. From 1998 to 2002 he worked in the GeoUnit as the Map Test
Lead responsible for up to 13 staff and all of the map data used in Map Pint,
Streets & Trips, Expedia World Atlas, ExpediaMaps.com, as well as the
European version for everything. From 2002 to 2003 he joined a division as the
8th employee and co-built a test team for the Release of NAS (Network
Attached Storage), which later came to be known as Windows Storage Server. From
2003 to 2005 he joined the Microsoft Speech Server group part way through the
1.0 release of the product. From 2005 to present he took on the role of
Engineering Manager, tasked with creating the Magik Product Team, and is
currently working as Program Manager on the Commerce Sever Oversight Team with
66 vendors reporting.

All directors are elected annually by our shareholders and hold
office until the next annual meeting. Each officer holds office at the pleasure
of the board of directors.

32

---

CODE OF ETHICS

The Company has not formally adopted a written code of ethics
that applies to the Company's principal executive officer, principal financial
officer or controller, or persons performing similar functions. Based on our
small size, early development stage and limited financial and human resources,
we did not believe that normally adopting a written code of ethics would benefit
the shareholders.

DIRECTOR INDEPENDENCE

At this time the Company does not have a policy that its
directors or a majority be independent of management as the Company has at this
time only two directors. It is the intention of the Company to implement a
policy that a majority of the Board member be independent of the Companys
management as the members of the board of directors increases. A Director is
considered independent if the Board affirmatively determines that the Director
(or an immediate family member) does not have any direct or indirect material
relationship with the Company or its affiliates or any member of senior
management of the Company or his or her affiliates. The term affiliate means
any corporation or other entity that controls, is controlled by, or under common
control with the Company, evidenced by the power to elect a majority of the
Board of Directors or comparable governing body of such entity. The term
immediate family member means spouse, parents, children, siblings, mothers-
and fathers-in-law, sons- and daughters-in law, brothers- and sisters-in-laws
and anyone (other than domestic employees) sharing the Directors home.

COMMITTEES

We do not have audit, nominating, or compensation committees
  or committees performing similar functions nor a written nominating, compensation
  of audit committee charter. Our Board of Directors as a whole decides such matters,
  including those that would be performed by a standing nominating committee.
  Our Board of Directors has not adopted any processes or procedures for considering
  executive and director compensation. We have not yet adopted an audit, compensation,
  or nominating committees because we have not sufficiently developed our operations
  and have generated no revenues since we changed our business model to exploration
  activities.

Additionally, we do not currently have any specific or minimum
criteria for the election of nominees to our Board of Directors nor do we have
any process or procedure for evaluating such nominees.

SHAREHOLDER COMMUNICATIONS

Our Board of Directors does not have any defined policy or
procedure requirements for our stockholders to send communications to our Board
of Directors, including submission of recommendations for nominating directors.
We have not yet adopted a process for our security holders to communicate with
our Board of Directors because we have not sufficiently developed our operations
and corporate governance structure.

BOARD OF DIRECTOR MEETINGS

During fiscal year 2007, we had one Board of Directors meetings
that were held on April 2, 2007 (the Organizational meeting). We have two
directors at that time, both of which attended this meeting. A number of Consent
Meetings have been held regarding specific actions to be taken, wherein the
Directors have met by teleconference.

33

---

ANNUAL SHAREHOLDER MEETINGS

We have not yet held a annual shareholders meeting. This will
be scheduled in the six months following our February 29, 2008 year-end

LEGAL MATTERS

None of our officers, directors, or persons nominated for such
position, has been involved in legal proceedings that would be material to an
evaluation of their ability or integrity, including:

- involvement in any bankruptcy;
- involvement in any conviction in a criminal proceeding;
- being subject to a pending criminal proceeding;
- being subject to any order or judgment, decree permanently or temporarily
  enjoining barring, suspending or otherwise limiting their involvement in any
  type of business, securities or banking activities; and
- being found by a court of competent jurisdiction (in a civil action), the
  SEC or the Commodity Futures Trading Commission to have violated a federal or
  state securities or commodities law, and the judgment has not been reversed,
  suspended, or vacated.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act, as amended, requires that
our directors, executive officers and persons who own more than 10% of a class
of our equity securities which are registered under the Exchange Act to file
with the Commission initial reports of ownership and reports of changes of
ownership of such registered securities.

To our knowledge, based solely on a review of copies of such
reports, no person required to file such a report failed to file a required
report with respect to the fiscal year covered by this report.

ITEM 10: EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned
by, or paid to our executive officers by any person for all services rendered in
all capacities to us for the 11 months ended December 31, 2007.

Summary Compensation Table

Name & Principle Position
    Year ($)
    Salary ($)
    Other Annual Compensation Bonus ($)
    Restricted Stock ($)
    Options Awards ($)
    LTIP SARs ($)
    Payouts ($)
    All Other Compensation ($)James P. Geiskopf, President/Director
    2007
    0
    0
    0
    0
    0
    0
    0Ken Greenlaw, Secretary/Treasurer
      /Director
    2007
    0
    0
    0
    0
    0
    0
    0


There are no current employment agreements between the Company
and its executive officers.

34

---

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

PRINCIPAL SHAREHOLDERS

The following table presents certain information regarding the
beneficial ownership of all shares of common stock at the date of this
prospectus, for each executive officer and director of our Company and for each
person known to us who owns beneficially more than five percent (5%) of the
outstanding shares of our common stock. The percentage ownership shown in such
table is based upon the 3,000,000 common shares issued and outstanding.

Name and Address Beneficial Owner (1)
    No. Of Shares Before Offering
    No. Of Shares After Offering
    Percentage of Before Offering
    Ownership After OfferingJames P. Geiskopf 3250 Oakland Hills
      Court Fairfield, California 92534
    1,500,000
    1,500,000
    50%
    41.66%Ken Greenlaw 26127 N.E 25thStreet Redmond, Washington 98053
    1,500,000
    1,500,000
    50%
    41.66%All Officers and Directors as a Group
    3,000,000
    3,000,000
    100%
    83.4%


(1) Each of the persons named above may
be deemed to be a "parent" and promoter" of the Company, within the meaning of
such terms under the Securities Act of 1933, as amended, by virtue of his direct
holdings in the Company.

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our management is involved in other business activities and
may, in the future become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between our business and their other business interests.
In the event that a conflict of interest arises at a meeting of our directors, a
director who has such a conflict will disclose his interest in a proposed
transaction and will abstain from voting for or against the approval of such
transaction.

ITEM 13: EXHIBITS AND REPORTS

The following exhibits are included herein, except for the
exhibits marked with a footnote, which are incorporated herein by reference and
can be found in the appropriate document referenced.

35

---

|3.1  | Articles and By-Laws as filed with the Delaware Secretary
        of State April 02, 2007*
|---- | ------------------------------------------------------------------------------------------
|     |                                                                                           
|99.2 | Geologist Report*                                                                         
|     |                                                                                           
|31.1 | Rule 13a-14(a)/15d-14(a) Certification
        by the Principal Executive Officer**       
|     |                                                                                           
|31.2 | Rule 13a-14(a)/15d-14(a) Certification
        by the Principal Financial Officer**       
|     |                                                                                           
|32.1 | Section 1350 Certification
        by the Principal Executive Officer**                   
|     |                                                                                           
|32.2 | Section 1350 Certification
        by the Principal Financial Officer**                   

* Incorporated by reference to the Registrant's Registration
Statement on Form S-1, filed on April 25, 2008. ** Filed herewith

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Moore & Associates Chartered, independent public
accountants, are our principal accountants. They billed the following fees for
the services indicated in the following fiscal years:

Fiscal year-ended February
      29, 2008Audit fees
    $3,500Audit-related fees
    $ 0Tax fees
    $ 0All other fees
    $ 0


Audit fees consist of fees related to professional services
rendered in connection with the audit of our annual financial statements. All
other fees relate to professional services rendered in connection with the
review of the quarterly financial statements.

Insomuch as we do not have an audit committee, our board of
directors performs the functions of an audit committee. Section 10A(i) of the
Securities Exchange Act of 1934 prohibits our auditors from performing audit
services for us as well as any services not considered to be "audit services"
unless such services are pre-approved by the board of directors (in lieu of the
audit committee) or unless the services meet certain de minimis standards.

36

---

SIGNATURES

In accordance with Section 13 or 15 (d) of the Securities
Exchange Act of 1934,the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

RESOURCE GROUP, INC.

By: /s/James P. Geiskopf James P.
Geiskopf President, Chief Executive and Director

By: /s/Ken Greenlaw Secretary,
Treasurer, Chief Financial Officer, Principal Accounting Officer and
Director

In accordance with the requirements of the Securities Act, this
Prospectus has been signed by the following persons in the capacities and on the
dates stated.

|SIGNATURE                   |  | TITLE                         |  | DATE       
|--------------------------- |  | ----------------------------- |  | -----------
|                            |  |                               |  |            
|                            |  | Chief Executive Officer,      |  |            
|/s/ James P.
      Geiskopf |  | Director                      |  | May 8, 2008
|James P. Geiskopf           |  | (Principal Executive Officer) |  |            
|                            |  |                               |  |            
|/s/ Ken
      Greenlaw      |  | Chief Financial Officer       |  | May 8, 2008
|James Greenlaw              |  | (Principal Financial and      |  |            
|                            |  | Accounting Officer)           |  |            

37

---