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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

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

For the quarterly period ended November 30, 2008

OR

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

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-Q
or any amendment to this Form 10-Q. [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]

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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 August 31, 2008: 3,600,000

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PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

|Resource Group Inc.          
|-----------------------------
|(A Exploration Stage Company)
|Financial Statements         
|                             
|November 30, 2008            

|                                                | Page            
|----------------------------------------------- | ----------------
|Financial Statements:                           |                 
|Interim Balance Sheet                           | F-2             
|                                                |                 
|Interim Statement of Operations                 | F-3             
|                                                |                 
|Interim Statement of Cash
      Flow            | F-4             
|                                                |                 
|Interim Statement of Stockholders
      Equity | F-5             
|                                                |                 
|Notes to Financial Statements                   | F-6 to
      F-7

F-1

---

|Resource Group, Inc           
|------------------------------
|(An Exploration Stage Company)
|Balance Sheets                

|                                                           |  | November    |   |  | February |  
|---------------------------------------------------------- |  | ----------- | - |  | -------- | -
|                                                           |  | 30, 2008    |   |  | 29, 2008 |  
|                                                           |  | (Unaudited) |   |  | Audited  |  
|                                                           |  |             |   |  |          |  
|ASSETS                                                     |  | $           |   |  | $        |  
|                                                           |  |             |   |  |          |  
|Current Assets                                             |  |             |   |  |          |  
|Cash                                                       |  | 2,138       |   |  | 97,098   |  
|                                                           |  |             |   |  |          |  
|Total Current Assets                                       |  | 2,138       |   |  | 97,098   |  
|Other Assets                                               |  |             |   |  |          |  
|Mining Claims  at cost (Note 4)                           |  | 25,253      |   |  | 25,253   |  
|                                                           |  |             |   |  |          |  
|Total Other Assets                                         |  | 25,253      |   |  | 25,253   |  
|                                                           |  |             |   |  |          |  
|Total Assets                                               |  | 27,391      |   |  | 122,351  |  
|                                                           |  |             |   |  |          |  
|LIABILITIES & STOCKHOLDERS
      EQUITY                    |  |             |   |  |          |  
|Current                                                    |  |             |   |  |          |  
|Accounts Payable                                           |  | -           |   |  | -        |  
|Loans Payable Related Parties                              |  | 30,374      |   |  | 77,852   |  
|Total Liabilities                                          |  | 30,374      |   |  | 77,852   |  
|                                                           |  |             |   |  |          |  
|STOCKHOLDERS EQUITY                                       |  |             |   |  |          |  
|                                                           |  |             |   |  |          |  
|Capital Stock                                              |  |             |   |  |          |  
|Authorized:                                                |  |             |   |  |          |  
|50,000,000 common shares, par value $0.001
      per share |  |             |   |  |          |  
|Issued and outstanding:                                    |  |             |   |  |          |  
|3,600,000 common shares                                    |  | 3,600       |   |  | 3,600    |  
|                                                           |  |             |   |  |          |  
|Additional paid-in capital                                 |  | 59,400      |   |  | 59,400   |  
|                                                           |  |             |   |  |          |  
|Deficit Accumulated During the Exploration
      Stage     |  | (65,983     | ) |  | (18,501  | )
|Total Shareholders Equity                                 |  | (2,983      | ) |  | 44,499   |  
|                                                           |  |             |   |  |          |  
|Total Liabilities and Stockholders Equity                 |  | 27,391      |   |  | 122,351  |  

The accompanying notes are an integral part of these Financial
Statements

F-2

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|Resource Group, Inc             
|--------------------------------
|(An Exploration Stage Company)  
|Interim Statements of Operations

|                          |           |   |           |  |            |   |               |  | Cumulative       |  
|------------------------- | --------- | - | --------- |  | ---------- | - | ------------- |  | ---------------- | -
|                          | Three     |   | Three     |  | Nine Month |   | Incorporation |  | amounts from     |  
|                          | Month     |   | Month     |  | Period     |   | April 2, 2007 |  | Date of          |  
|                          | Period    |   | Period    |  | ending     |   | through       |  | Incorporation    |  
|                          | ending    |   | ending    |  | November   |   | November 30,  |  | April 2, 2007 to |  
|                          | November  |   | November  |  | 30, 2008   |   | 2007          |  | November 30,     |  
|                          | 30, 2008  |   | 30, 2007  |  |            |   | (No Activity) |  | 2008             |  
|                          |           |   | (No       |  |            |   |               |  |                  |  
|                          |           |   | Activity) |  |            |   |               |  |                  |  
|                          | $         |   | $         |  | $          |   | $             |  | $                |  
|Revenue                   | -         |   | -         |  | -          |   | -             |  | -                |  
|                          |           |   |           |  |            |   |               |  |                  |  
|Expenses                  |           |   |           |  |            |   |               |  |                  |  
|Organizational costs      | -         |   | -         |  | -          |   | -             |  | 5,000            |  
|Office and Administration | 250       |   | -         |  | 1,522      |   |               |  | 4,171            |  
|Legal and Consulting Fees | 3,000     |   | -         |  | 34,834     |   | -             |  | 44,834           |  
|Audit Fees                | 1,500     |   | -         |  | 6,500      |   | -             |  | 6,500            |  
|Filing Fees               | 287       |   | -         |  | 2,604      |   | -             |  | 2,604            |  
|                          | 5,037     |   | -         |  | 45,460     |   | -             |  | 63,109           |  
|                          |           |   |           |  |            |   |               |  |                  |  
|Net Loss from Operations  | 5,037     |   | -         |  | 45,460     |   | -             |  | 63,109           |  
|                          |           |   |           |  |            |   |               |  |                  |  
|Other Income              |           |   |           |  |            |   |               |  |                  |  
|Interest Income           | -         |   | -         |  | -          |   | -             |  | -                |  
|Other Expense             |           |   |           |  |            |   |               |  |                  |  
|Interest                  | 562       |   | -         |  | 2,022      |   | -             |  | 2,874            |  
|Provision for Income Tax  | -         |   | -         |  | -          |   | -             |  | -                |  
|                          |           |   |           |  |            |   |               |  |                  |  
|Net Loss For The Period   | (5,599    | ) | -         |  | (47,482    | ) |               |  | (65,983          | )
|                          |           |   |           |  |            |   |               |  |                  |  
|Basic And Diluted Loss    | (0.001    | ) | -         |  | (0.002     | ) | -             |  | (0.002           | )
|Per Common Share          |           |   |           |  |            |   |               |  |                  |  
|Weighted Average          | 3,600,000 |   | -         |  | 3,600,000  |   | -             |  | 3,600,000        |  
|Number of Common          |           |   |           |  |            |   |               |  |                  |  
|Shares Outstanding        |           |   |           |  |            |   |               |  |                  |  

The accompanying notes are an integral part of these Financial
Statements

F-3

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|Resource Group, Inc             
|--------------------------------
|(An Exploration Stage Company)  
|Interim Statements of Cash Flows

|                                                       | Nine Month    |   | Incorporation |  | Cumulative
      amounts |  
|------------------------------------------------------ | ------------- | - | ------------- |  | ------------------------ | -
|                                                       | Period ending |   | April 2, 2007 |  | from Date
      of       |  
|                                                       | November 30,  |   | through       |  | Incorporation            |  
|                                                       | 2008          |   | November 30,  |  | April 2, 2007
    to     |  
|                                                       |               |   | 2007          |  | November 30,             |  
|                                                       |               |   | (No Activity) |  | 2008                     |  
|Operating Activities                                   | $             |   | $             |  | $                        |  
|Net Income (Loss)                                      | (47,482       | ) | -             |  | (65,983                  | )
|Less: Net Income (Loss) from Discontinued              | -             |   | -             |  |                          |  
|Operations                                             |               |   |               |  | -                        |  
|Net Income
      (Loss) from Continued Operations      | (47,482       | ) |               |  | (65,983                  | )
|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 | (47,482       | ) |               |  | (65,983                  | )
|Activities                                             |               |   |               |  |                          |  
|Investing Activities                                   |               |   |               |  |                          |  
|Cash paid
      for Mining Property                    | -             |   | -             |  | (25,253                  | )
|Net Cash Provided (Used) by Investing
      Activities |               |   |               |  | (25,253                  | )
|Financing Activities                                   |               |   |               |  |                          |  
|Cash provided (Used) for notes
      payable - related | (47,478       | ) | -             |  | 30,374                   |  
|parties                                                |               |   |               |  |                          |  
|Cash Received from issuance of stock                   | -             |   | -             |  | 63,000                   |  
|Net Cash Provided (Used) by Financing Activities       | (47,478       | ) | -             |  | 93,374                   |  
|Increase (Decrease) in Cash from Continuing            | (94,960       | ) | -             |  | 2,138                    |  
|Operations                                             |               |   |               |  |                          |  
|Cash and Cash Equivalents at Beginning of Period       | 97,098        |   | -             |  | -                        |  
|Cash and Cash Equivalents at End of Period             | 2,138         |   | -             |  | 2,138                    |  
|Supplemental Information                               |               |   |               |  |                          |  
|Cash Paid For:                                         |               |   |               |  |                          |  
|Interest                                               | 1,460         |   | -             |  | 2,874                    |  
|Income Taxes                                           | -             |   | -             |  | -                        |  

The accompanying notes are an integral part of these Financial
Statements

F-4

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|Resource Group, Inc.              
|----------------------------------
|(An Exploration Stage Company)    
|Statements of Stockholders Equity
|November 30, 2008                 

|                          |           |  |               |  |            |  | Deficit     |   |         |  
|------------------------- | --------- |  | ------------- |  | ---------- |  | ----------- | - | ------- | -
|                          |           |  | Capital Stock |  |            |  | Accumulated |   |         |  
|                          |           |  |               |  | Additional |  | During the  |   |         |  
|                          |           |  |               |  | Paid-In    |  | Exploration |   |         |  
|                          | Shares    |  | Amount        |  | Capital    |  | Stage       |   | Total   |  
|                          |           |  | $             |  | $          |  | $           |   | $       |  
|Balance Forward           | -         |  |               |  | -          |  |             |   | -       |  
|December 2007             |           |  |               |  |            |  |             |   |         |  
|Shares issued for cash at | 3,000,000 |  | 3,000         |  | -          |  | -           |   | 3,000   |  
|$0.001                    |           |  |               |  |            |  |             |   |         |  
|February 2008             |           |  |               |  |            |  |             |   |         |  
|Shares issued for cash at | 600,000   |  | 600           |  | 59,600     |  |             |   | 60,000  |  
|$0.001                    |           |  |               |  |            |  |             |   |         |  
|                          | 3,600,000 |  | 3,600         |  | 59,600     |  |             |   | 63,000  |  
|Deficit for Period        |           |  |               |  |            |  | (18,501     | ) | (18,501 | )
|Balance,                  |           |  |               |  |            |  |             |   |         |  
|February 29, 2008         | 3,600,000 |  | 3,600         |  | 59,600     |  | (18,501     | ) | 44,499  |  
|Deficit for Nine Month    |           |  |               |  |            |  |             |   |         |  
|Period through            |           |  |               |  |            |  | (47,482     | ) | (47,482 | )
|November 30, 2008         |           |  |               |  |            |  |             |   |         |  
|                          |           |  |               |  |            |  |             |   |         |  
|Balance November 30,      | 3,600,000 |  | 3,600         |  | 59,600     |  | (65,983     | ) | (2,983  | )
|2008                      |           |  |               |  |            |  |             |   |         |  

The accompanying notes are an integral part of these Financial
Statements

F-5

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|Resource Group, Inc.          
|------------------------------
|(An Exploration Stage Company)
|Notes To Financial Statements 
|November 30, 2008             

NOTE 1 BASIS OF PRESENTATION

While the information presented in the accompanying interim
financial statements is unaudited, it includes all adjustments, which are, in
the opinion of the management of Resource Group Inc (the Company), necessary
to present fairly the financial position, results of operations and cash flows
in the interim periods presented. Except as disclosed below, these interim
financial statements follow the same accounting policies and methods and their
application as the Companys audited February 29, 2008 annual financial
statements. It is suggested that these interim financial statements be read in
conjunction with the Companys February 29, 2008 audited financial
statements.

The information as of February 29, 2008 is taken from the
audited financial statements of this date.

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

Concentrations

Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and cash equivalents.
At November 30, 2008, the Company had $2,138 U.S. funds in deposits in a
business bank account, which are not insured by agencies of the U.S.
Government.

NOTE 3 BASIS OF PRESENTATION  GOING CONCERN

The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles (GAAP) in the United
States of America, which contemplates the Companys continuation as a going
concern. However, the Company has minimal business operations to date and losses
of approximately $63,109. These matters raise substantial doubt about its
ability to continue as a going concern. In view of these matters, realization of
certain of the assets in the accompanying balance sheet is dependent upon its
ability to meet its financing requirements, raise additional capital, and the
success of its future operations. The Company acquired operating capital through
equity offerings to the public and through the sale of notes to related parties,
to fund its business plan. There is no assurance that the funds received will be
sufficient to assure the Companys eventual profitability. Management believes
that actions planned and presently being taken to revise its operating and
financial requirements provide the opportunity for it to continue as a going
concern. The financial statements do not include any adjustments that might
result from these uncertainties.

NOTE 4 INCOME TAXES

The Company is subject to U.S. federal income taxes. It had
losses to date, 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 deferred tax assets consist entirely of the benefit from
net operating loss (NOL) carry-forwards. Its deferred tax assets are offset by
a valuation allowance due to the uncertainty of the realization of the NOL
carry-forwards. NOL carry-forwards may be further limited by a change in Company
ownership and other provisions of the tax laws.

F-6

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NOTE 4 INCOME TAXES (continued)

The deferred tax assets, valuation allowance and change in
valuation allowance are as follows:

|                  |               |  |           |  |         |  |              |  | Changes in and |  |         | 
|----------------- | ------------- |  | --------- |  | ------- |  | ------------ |  | -------------- |  | ------- | 
|                  | Estimated NOL |  |           |  | NOL     |  | Benefit from |  | Valuation      |  | Net Tax | 
|Period Ending     | Carry-forward |  | Estimated |  | Expires |  | NOL          |  | Allowance      |  | Benefit | 
|                  |               |  | Tax       |  |         |  |              |  |                |  |         | 
|February 29, 2008 | $18,501       |  |           |  | 2028    |  | $2,775       |  | ($2,775)       |  |        | 
|                  |               |  |           |  |         |  |              |  |                |  |         | 
|November 30, 2008 | $47,482       |  |           |  | 2028    |  | $7,122       |  | ($7, 122)      |  |        | 

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

Income tax benefit at statutory rate
      resulting from NOL carry-forwards
    (15%)Deferred income tax valuation allowance
    15%Actual tax rate
    0%


NOTE 5 SUBSEQUENT EVENTS

None

F-7

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

Resource Group, Inc (referred to herein as we, us, our
and similar terms) was incorporated on April 2, 2007, in the State of Delaware.
Our principal executive offices are located at 600 Parker Road, Fairfield,
California 94533. Our telephone number is 707 422 0443. We are an exploration
stage Company with no revenues and has a limited operating history. Our fiscal
year end is February.

Management's Discussion and Analysis of
Financial Condition and Results of Operations

Year ended February 29, 2008

We spent most of 2007 in the organization of the Company and
Company set-up. No activities or operation occurred until December of 2007

In January 2008 we acquired 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$25,253, (CAN $25,000). The purchase price included 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.

No mining exploration activities were planned nor conducted
during the first two quarters of this fiscal period. Our exploration plan called
for commencement of the first phase of the exploration plan to have commenced in
this second quarter, however due to our geologist not being available, we have
scheduled Phase I to commence in spring 2009.

In February 2008 we completed an offering of 600,000 common
shares of the Companys stock at $0.10 per shares pursuant to an exemption
provided under Section 4(2) of the Securities Act of 1933.

Interim Periods

On April 25, 2008 the Company filed an S-1 Registration
Statement which proposed to register 600,000 common shares of the Companys
stock.

On May 27, 2008 our Registration Statement on Form S-1,
commission file number 333-150463, became effective and qualified 600,000 shares
of the Companys common sold in February 2008 in accordance with the
requirements of Section 4(2) offering under the Securities Act of 1933, as
amended and Rule 502 promulgated thereunder. There were no underwriters for this
offering.

In June 2008, the Company filed it 15c211 requesting a trading
symbol on OTC Bulletin Board. On July 23, 2008 the Company received confirmation
from FINRA that the Companys 15C211 had been cleared for an unpriced quotation
on the OTC Bulletin Board and the Pink Sheets. The trading Symbol is RSOG

We are still in the first phase of our growth and development
at November 30, 2008. To the date of this filing, we have not had any revenues;
have not begun any exploration operations. 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.

We believe our existing cash balances are sufficient to carry our normal operations for the next three (3) months. Our short and long-term survival is dependent on funding from sales of securities as necessary or from shareholder loans, and thus, to
the extent that we require additional funds to support our operations or the expansion of our business, we may attempt to sell additional equity shares or issue debt. Any sale of additional equity securities will result in dilution to our
stockholders. There can be no assurance that additional financing, if required, will be available to us or on acceptable terms.

During the past quarter, the Board of Director has reviewed various opportunities that would bring additional value to the Company and in this regard has concentrated its efforts toward the acquisition of additional resource properties in both base
and precious mineral and the oil and gas sector. Although there has been significant decreases in both base and precious mineral values this has resulted in significant decreases in the cost of mineral and gas and oil properties, the Board believes
that there should be additional efforts placed on locating a property or lease using qualified expert or experts to assist in the evaluation. Any other opportunities that the Company may be made aware of will be carefully investigated.

Results of Operations

The following results of operations compare 2008 period results to the 2007 period result, however as the Company did not commence operational activities until December 2007 all amount in 2007 in these reporting periods are nil.

Interim Periods

For the three month period September 1, 2008 to November 30, 2008 and comparable periods in 2007

We reported no revenues for the three months September 1, 2008 to November 30, 2008 compared to nil during the comparable period ending November 30, 2007

For the three months period September 1, 2008 to November 30, 2008, our operating expenses were $5,599 compared to nil during the comparable three months ended November 30, 2007. The increase of $5,599 was due to an increase in our
operational activities over the prior period. Operating expenses during the three months ended November 30, 2008 consisted of legal and consulting fees $3,000 for Consulting services, audit fees in the amount of $1,500, filing fees of
$287, office and administration fees of $250 and interest expense of $562.

For the nine month period March 1, 2008 to November 30, 2008 and comparable periods in 2007

We reported no revenues during nine month period March 1, 2008 to November 30, 2008 compared to nil during nine month period ended November 30, 2007.

For the nine months ended November 30, 2008 our operating expenses were $47,482 compared to nil during the nine months ended November 30, 2007. The increase of $47,482 was due to cost amounting to $34,834 for writing the S-I Registration
Statement, audit fees in the amount of $6,500, filing fees of $2,604, office and administration fees of $1,522 and interest expenses of $2,022.

For the nine-months ended November 30, 2008 we recognized a net loss from operations of $45,460 compared to a net loss of nil for the nine months ended November 30, 2007. The increased loss of $45,460 was due to administrative activities,
corporate structuring, preparing the S-1 registration Statement and preparation for filing a 15C211 with FINRA to obtain a trading symbol for the Company.

During the Period from Incorporation April 2, 2007 to November 30, 2008 we recognized net losses from operations of $65,983 for organization expenses of $5,000, office and administration expenses of $4,171, legal and consulting amounting
to $44,834, audit fees of $6,500, and filing fees of $2,604.

---

At November 30, 2008 we had working capital of -$28,236
compared to working capital of $19,246 at February 29, 2008. At November 30,
2008 our total assets consisted of cash of $2,138, and capital assets of
$25,253. This compares with total assets at February 29, 2008 consisting of cash
of $97,098, and capital assets of $25,253.

At November 30, 2008, our total current liabilities amounting
to $30,374, all due to related party loans, compared to total liabilities at
February 29, 2008 amounting to $77,852, all due to related parties.

Cash on hand is currently our only source of liquidity. We do
not have any lending arrangements in place with banking or financial
institutions and we do not anticipate that we will be able to secure these
funding arrangements in the near future.

Our short and long-term survival is dependent on additional
related party loans, which at this time no arrangements are in place, and/or
funding from sales of securities, as necessary.

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet
arrangements.

ITEM 3

CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we
conducted an evaluation, under the supervision and with the participation of our
chief executive officer and chief financial officer, of our disclosure controls
and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon
this evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Security and Exchange Commission's
rules and forms.

There has been no change in our internal control over financial
reporting during the current quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

PART II  OTHER INFORMATION

ITEM 1. LEGALPROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

On May 27, 2008 our Registration Statement on Form S-1,
commission file number 333-150463, became effective and qualified under Rule 144
for the sale of 600,000 shares of the Companys common sold in accordance with
the requirements of Section 4(2) offering under the Securities Act of 1933, as
amended and Rule 506 promulgated thereunder. The offering was fully subscribed
by February 25, 2008 raising a total of $60,000. There were no underwriters for
this offering.

The following table notes the use of proceeds for actual
expenses incurred for our account from February 25, 2008 to November 30,
2008

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Amount of direct or indirect payments
      todirectors, officers, general partners,
      10%
    
    Amount of direct or indirectExpenses
    
    shareholders or affiliates of the Issuer
    
    payments to othersLegal and Consulting
    
    $ 0
    
    $ 24,000Accounting
    
    0
    
    3,500Office and filing fees
    
    0
    
    2,806Debt repayment
    
    0
    
    29,993$ 0
    
    $ 60,000


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Pursuant to Rule 601 of Regulation S-B, the following exhibits
are included herein or incorporated by reference.

|Exhibit |                                                                       
|------- | ----------------------------------------------------------------------
|Number  | Description                                                           
|       
|3.1     | Articles of Incorporation*                                            
|        |                                                                       
|3.3     | By-laws*                                                              
|        |                                                                       
|31.1    | CERTIFICATION
      OF CEO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
|        |                                                                       
|31.2    | CERTIFICATION
      OF CFO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
|        |                                                                       
|32.1    | CERTIFICATION
      PURSUANT TO 18 U.S.C. ss. 1350, SECTION 906       
|        |                                                                       
|32.2    | CERTIFICATION
      PURSUANT TO 18 U.S.C. ss. 1350, SECTION 906       

*Incorporated by reference to our Form S-1 Registration
Statement, file number 333-450463, filed on May 27, 2008.

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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 report to
be signed on its behalf by the undersigned, thereunto duly authorized, on this
30thday of December 2008.

Resource Group, Inc

Date: December 31, 2008

By: /s/ James P Geiskopf

Name: James P Geiskopf

Title: President/Chief Executive Officer and Director

Date: December 31, 2008

By: /s/ Ken Greenlaw

Name: Ken Greenlaw

Title: Secretary, Treasurer, Chief Financial Officer, Principal
Financial Officer and Director

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