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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB/AAmendment No. 1

[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 [   ] No [X ]

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 [ X ]    No [ ]

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

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This Amendment No. 1 to Form 10-KSB for the period ended February 29, 2008, has been filed by Resource Group Inc (the “Registrant”) for the sole purpose of changing the check marks on the cover page of the Form 10-KSB so as to indicate that the Registrant, as of the time of filing the Form 10-KSB:

1. is a “shell company” (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) and;
2. to correct the disclosure ”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 [   ] No [X]

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 10th day of July, 2008.

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



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