---

**UNITED STATES****SECURITIES AND
EXCHANGE COMMISSION**
Washington, 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 May 31, 2009

OR

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

For the transition period from   to _______________ to _______________

Commission File Number: 333-150463

**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.)

3250 Oakland Hills, Fairfield California
94534(Address of Principal Executive Offices) (Zip Code)

(formerly 600 Parker Road, Fairfield California 94533) 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

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ]   No [ x ]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ]   No [ x ]

Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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 [ ]

Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate website, if any, every
Interactive Data File required to be submitted and posted

pursuant to Rule 405 of Regulation S-T (section 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).. Yes [ ]   No [ x ]

---

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ x ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller
reporting company. See definition of " large accelerated filer," or a smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):

|Large accelerated filer [   ] |                                                     | Accelerated
      filer                  
      [   ]
|----------------------------- | --------------------------------------------------- | -----------------------------------------------------
|Non-accelerated filer   [   ] | (Do not check if a smaller
      reporting company) | Smaller reporting company [X]                        

Indicate by check mark if the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ]   No [ x ]

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed second fiscal quarter. Aggregate Market Value as of May 31, 2009: $
$0.00 based on common shares outstanding of 1605,000.

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date.

1,605,000 shares of Common Stock, $0.001 par value, as of July
13, 2009

Documents incorporated by reference - None

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

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PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Resource Group Inc. 
(A Exploration Stage Company) 
Financial Statements 
May 31, 2009

|                                   | Page      
|---------------------------------- | ----------
|Financial Statements:              |           
|                                   |           
|Balance Sheets                     | F-2       
|                                   |           
|Statements of Operations           | F-3       
|                                   |           
|Statements of Cash Flow            | F-4       
|                                   |           
|Statements of Stockholders Equity | F-5       
|                                   |           
|Notes to Financial Statements      | F-6 to F-8

---

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

|                                                                   |  | At May 31   |   |  | At February 28 |  
|------------------------------------------------------------------ |  | ----------- | - |  | -------------- | -
|                                                                   |  | 2009        |   |  | 2009           |  
|                                                                   |  | (Unaudited) |   |  | (Audited)      |  
|                                                                   |  |             |   |  |                |  
|ASSETS                                                             |  | $           |   |  | $              |  
|                                                                   |  |             |   |  |                |  
|Current Assets                                                     |  |             |   |  |                |  
|Cash                                                               |  | 145         |   |  | 4,564          |  
|                                                                   |  |             |   |  |                |  
|Total Current Assets                                               |  | 145         |   |  | 4,564          |  
|                                                                   |  |             |   |  |                |  
|Total Assets                                                       |  | 145         |   |  | 4,564          |  
|                                                                   |  |             |   |  |                |  
|LIABILITIES & STOCKHOLDERS EQUITY                                  |  |             |   |  |                |  
|Current                                                            |  |             |   |  |                |  
|Accounts Payable                                                   |  | 7,859       |   |  | 1,326          |  
|Accrued Liabilities                                                |  | 1,500       |   |  | 3,500          |  
|Loans Payable Related Parties (Note 5)                             |  | 37,898      |   |  | 35,127         |  
|Total Current Liabilities                                          |  | 47,257      |   |  | 39,953         |  
|                                                                   |  |             |   |  |                |  
|STOCKHOLDERS EQUITY                                               |  |             |   |  |                |  
|                                                                   |  |             |   |  |                |  
|Capital Stock                                                      |  |             |   |  |                |  
|Authorized:                                                        |  |             |   |  |                |  
|Issued and outstanding at May 31, 2009 and
      February 28, 2009 |  |             |   |  |                |  
|1,605,000 common shares, and 3,600,000 respectively                |  | 1,605       |   |  | 3,600          |  
|                                                                   |  |             |   |  |                |  
|Additional paid-in capital                                         |  | 59,895      |   |  | 59,400         |  
|                                                                   |  |             |   |  |                |  
|Deficit Accumulated During the Exploration Stage                   |  | (108,612    | ) |  | (98,389        | )
|Total Shareholders Equity                                         |  | (47,112     | ) |  | (35,389        | )
|                                                                   |  |             |   |  |                |  
|Total Liabilities and Stockholders Equity                         |  | 145         |   |  | 4,564          |  

The accompanying notes are an integral part of these Financial
Statements

F-2

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

|                                        |  |               |   |  |               |   |  | Cumulative         |  
|--------------------------------------- |  | ------------- | - |  | ------------- | - |  | ------------------ | -
|                                        |  | 3 Month       |   |  | 3 Month       |   |  | amounts from       |  
|                                        |  | Period Ending |   |  | Period Ending |   |  | Inception April 2, |  
|                                        |  | May 31, 2009  |   |  | May 31, 2008  |   |  | 2007 to May 31,    |  
|                                        |  | (Unaudited)   |   |  | (Unaudited)   |   |  | 2009               |  
|                                        |  |               |   |  |               |   |  | (Unaudited)        |  
|                                        |  | $             |   |  | $             |   |  | $                  |  
|Revenue                                 |  |               |   |  |               |   |  |                    |  
|Income                                  |  | -             |   |  | -             |   |  | -                  |  
|Expenses                                |  |               |   |  |               |   |  |                    |  
|Organizational costs                    |  | -             |   |  | -             |   |  | 5,000              |  
|Office and Administration               |  | 382           |   |  | 923           |   |  | 4,778              |  
|Legal and Consulting Fees               |  | 6,850         |   |  | 24,000        |   |  | 51,684             |  
|Audit Fees                              |  | 1,500         |   |  | 3,500         |   |  | 13,000             |  
|Filing Fees                             |  | 721           |   |  | 1,883         |   |  | 4,500              |  
|Impairment Expense- Mining Claim Asset  |  | -             |   |  | -             |   |  | 25,253             |  
|                                        |  | 9,453         |   |  | 30,306        |   |  | 104,214            |  
|                                        |  |               |   |  |               |   |  |                    |  
|Net Loss from Operations                |  | 9,453         |   |  | 30,306        |   |  | 104,214            |  
|                                        |  |               |   |  |               |   |  |                    |  
|Other Income                            |  |               |   |  |               |   |  |                    |  
|Interest Income                         |  |               |   |  | -             |   |  | -                  |  
|Other Expense                           |  |               |   |  |               |   |  |                    |  
|Interest                                |  | 770           |   |  | 1,005         |   |  | 4,398              |  
|Provision for Income Tax                |  | -             |   |  | -             |   |  | -                  |  
|                                        |  |               |   |  |               |   |  |                    |  
|Net Loss For The Period                 |  | (10,223       | ) |  | (31,311       | ) |  | (108,612           | )
|                                        |  |               |   |  |               |   |  |                    |  
|                                        |  |               |   |  |               |   |  |                    |  
|Basic And Diluted Loss Per Common Share |  | (0.006        | ) |  | (0.009        | ) |  | (0.03              | )
|Weighted Average Number of Common       |  |               |   |  |               |   |  |                    |  
|Shares Outstanding                      |  | 1,605,000     |   |  | 3,600,000     |   |  | 3,600,00           |  

The accompanying notes are an integral part of these Financial
Statements

F-3

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

|                                                       |  |              |   |  |              |   |  | Cumulative       |  
|------------------------------------------------------ |  | ------------ | - |  | ------------ | - |  | ---------------- | -
|                                                       |  | 3 Month      |   |  | 3 Month      |   |  | amounts from     |  
|                                                       |  | period Ended |   |  | period Ended |   |  | Inception        |  
|                                                       |  | March 31,    |   |  | March 31,    |   |  | April 2, 2007 to |  
|                                                       |  | 2009         |   |  | 2008         |   |  | March 31, 2009   |  
|                                                       |  | (Unaudited)  |   |  | (Unaudited)  |   |  | (Unaudited)      |  
|Operating Activities                                   |  | $            |   |  | $            |   |  | $                |  
|Net Income (Loss)                                      |  | (10,223      | ) |  | (31,311      | ) |  | (108,612         |  
|Adjustments To Reconcile Net Loss To
      Net Cash    |  |              |   |  |              |   |  |                  |  
|Provided by Operations                                 |  | -            |   |  |              |   |  | -                |  
|Stock Issued for services                              |  | 500          |   |  |              |   |  | 500              |  
|Repurchase and cancel 2,000,000 common
      shares    |  | (2,000       | ) |  |              |   |  | (2,000           | )
|Gain on settlement of debt                             |  | -            |   |  |              |   |  | -                |  
|Change in Assets and Liabilities                       |  | -            |   |  |              |   |  | -                |  
|(Increase) decrease in Mining
      Property Value     |  | -            |   |  |              |   |  | -                |  
|(Increase) decrease in accounts receivable             |  | -            |   |  |              |   |  | -                |  
|(Increase) decrease in accrued
      liabilities       |  | (2,000       | ) |  |              |   |  | 1,500            |  
|(Increase) decrease in accounts payable                |  | 6,533        |   |  | 1,186        |   |  | 7,859            |  
|                                                       |  |              |   |  |              |   |  |                  |  
|Net Cash
      Provided (Used) by Operating Activities |  | (7,190       | ) |  | (30,125      | ) |  | (100,753         | )
|                                                       |  |              |   |  |              |   |  |                  |  
|Net Cash Provided (Used) by Investing Activities       |  |              |   |  | -            |   |  | -                |  
|Financing Activities                                   |  |              |   |  |              |   |  |                  |  
|Cash paid for notes payable - related parties          |  | 2,771        |   |  | (48,495      | ) |  | 37,898           |  
|Cash Received from issuance of stock                   |  | -            |   |  | -            |   |  | 63,000           |  
|                                                       |  |              |   |  |              |   |  |                  |  
|Net Cash Provided (Used) by Financing
      Activities |  | 2,771        |   |  | (48,495      | ) |  | 100,898          |  
|Increase (Decrease) in Cash from Continuing Operations |  | (4,419       |   |  | (78,620      | ) |  | -                |  
|Cash and Cash Equivalents at Beginning of Period       |  | 4,564        |   |  | 97,098       |   |  | -                |  
|Cash and Cash Equivalents at End of Period             |  | 145          |   |  | 18,478       |   |  | 145              |  
|Supplemental Information                               |  |              |   |  |              |   |  |                  |  
|Cash Paid For:                                         |  |              |   |  |              |   |  |                  |  
|Interest                                               |  | -            |   |  | -            |   |  | -                |  
|Income Taxes                                           |  | -            |   |  | -            |   |  | -                |  
|Non-Cash Activities                                    |  |              |   |  |              |   |  |                  |  
|Company Stock repurchased, cancelled and exchanged     |  |              |   |  |              |   |  |                  |  
|for warrants                                           |  | 98,000       |   |  | -            |   |  | 98,000           |  

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
|May 31, 2009                      

|                                       |  |               |   |  |        |   |  |             |  |  | Deficit     |   |  |         |  
|-------------------------------------- |  | ------------- | - |  | ------ | - |  | ----------- |  |  | ----------- | - |  | ------- | -
|                                       |  | Capital Stock |   |  |        |   |  | Accumulated |  |  |             |  
|                                       |  |               |   |  |        |   |  | Additional  |  |  | During the  |   |  |         |  
|                                       |  |               |   |  |        |   |  | Paid-In     |  |  | Exploration |   |  |         |  
|                                       |  | Shares        |   |  | Amount |   |  | Capital     |  |  | Stage       |   |  | Total   |  
|                                       |  |               |   |  | $      |   |  | $           |  |  | $           |   |  | $       |  
|Balance Forward                        |  |               |   |  |        |   |  |             |  |  |             |   |  |         |  
|                                       |  |               |   |  |        |   |  |             |  |  |             |   |  |         |  
|December 2007                          |  |               |   |  |        |   |  |             |  |  |             |   |  |         |  
|Shares issued for cash at $0.001       |  | 3,000,000     |   |  | 3,000  |   |  | -           |  |  |             |   |  | 3,000   |  
|February 2008                          |  |               |   |  |        |   |  |             |  |  |             |   |  |         |  
|Shares issued for
      cash at $0.010 |  | 600,000       |   |  | 600    |   |  | 59,400      |  |  |             |   |  | 60,000  |  
|Deficit for Period Ended               |  |               |   |  |        |   |  |             |  |  |             |   |  |         |  
|February 29, 2008                      |  |               |   |  |        |   |  |             |  |  | (18,501     | ) |  | (18,501 | )
|Balance,                               |  |               |   |  |        |   |  |             |  |  |             |   |  |         |  
|February 29, 2008                      |  | 3,600,000     |   |  | 3,600  |   |  | 59,400      |  |  | (18,501     | ) |  | 44,499  |  
|Deficit for Period ended               |  |               |   |  |        |   |  |             |  |  |             |   |  |         |  
|February 28, 2009                      |  |               |   |  |        |   |  |             |  |  | (79,888     | ) |  | (79,888 | )
|Balance,                               |  |               |   |  |        |   |  |             |  |  |             |   |  |         |  
|February 28, 2009                      |  | 3,600,000     |   |  | 3,600  |   |  | 59,400      |  |  | (98,389     | ) |  | (35,389 | )
|May 2009                               |  |               |   |  |        |   |  |             |  |  |             |   |  |         |  
|Shares issued for consulting services  |  |               |   |  |        |   |  |             |  |  |             |   |  |         |  
|5000 at $0.10                          |  | 5,000         |   |  | 5      |   |  | 495         |  |  |             |   |  |         |  
|May 2009                               |  |               |   |  |        |   |  |             |  |  |             |   |  |         |  
|Share purchased 2,000,000 at $0.05     |  | (2,000,000    | ) |  | (2,000 | ) |  |             |  |  |             |   |  | (2,000  | )
|cancelled and exchanged for warrants   |  |               |   |  |        |   |  |             |  |  |             |   |  |         |  
|Deficit for Period May 31, 2009        |  |               |   |  |        |   |  |             |  |  | (10,223     | ) |  | (10,223 | )
|Balance,                               |  |               |   |  |        |   |  |             |  |  |             |   |  |         |  
|May 31, 2009                           |  | 1,605,000     |   |  | 1,605  |   |  | 59,895      |  |  | (108,612    | ) |  | (47,112 | )

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 May 31, 2009

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 28, 2009 annual financial
statements. It is suggested that these interim financial statements be read in
conjunction with the Companys February 28, 2009 audited financial
statements.

The information as of February 28, 2009 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 May 31, 2009, the Company had $145 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 $108,112. 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:

|                  |   | Estimated NOL |  |  | Estimated |  |  | NOL     |  |   | Benefit from |  |  | Changes in and      |   |  | Net Tax | 
|----------------- | - | ------------- |  |  | --------- |  |  | ------- |  | - | ------------ |  |  | ------------------- | - |  | ------- | 
|Period Ending     |   | Carry-forward |  |  | Tax       |  |  | Expires |  |   | NOL          |  |  | Valuation Allowance |   |  | Benefit | 
|February 28, 2009 | $ | 93,389        |  |  |           |  |  | 2029    |  | $ | 14,008       |  |  | ($14,008            | ) |  |        | 
|                  |   |               |  |  |           |  |  |         |  |   |              |  |  |                     |   |  |         | 
|May 31, 2009      | $ | 108,112       |  |  |           |  |  | 2029    |  | $ | 16,127       |  |  | ($16, 217           | ) |  |        | 

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  LOANS PAYABLE - RELATED PARTY LOANS

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 and in March 2008 the Company paid in
aggregate $49,500, leaving $27,500 payable. In December 2008 and January 2009,
$2,000 each was loaned to the Company, by two officers/director. On May 29,
2009, an amount of $1,000 each was paid by additional notes payable to the two
officers/director by the Company, for repurchase of 2,000,000 shares of Company
common stock owned by these two directors leaving an amount of principal payable
totalling $33,500. The total amount owing as at May 31, 2009 is $37,898
including accrued interest payable amounting to $4,398 from the period from date
of advance, January 18, 2008 to May 31, 2009. On December 15, 2008 the due date
on the notes payable was extended to November 12, 2009.

NOTE 6  PURCHASE AND CANCELLATION OF COMMON SHARES ISSUANCE
OF SHARE PURCHASE WARRANTS

On May 29, 2009 the Company reached and agreement with two
officers/directors to purchase 1,000,000 shares each, in aggregate 2,000,000
shares of the Companys $0.001 par value stock at the original price paid for
the shares by the two officers/directors, plus future considerations and in
settlement of the future considerations provision of the transaction, the
Company agreed to issue a total of 9,600 two year share purchase warrants, each
of which may be exchanged for common shares of the Company on the basis of one
warrant and $15.00 equals one common share.

The transaction in aggregate totalled $100,000 made up of
$2,000 paid to the officer/directors for the 2,000,000 shares and an amount of
$98,000 as the deemed value of the share purchase warrants.

F-7

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NOTE 7 - SUBSEQUENT EVENTS

On June 1, 2009 the Company entered into a Memorandum of
Understanding with EcoEmissions System, Inc of Tempe Arizona (ECO) to acquire
100 % of ECO subject to ECO completing an independent audit of it financial
records and other conditions precedent. At a special meeting of all of the
shareholders of the Company held June 2, 2009 the name of the Company was
changed to EcoEmissions Solutions Inc, the number of directors was changed to
no less than two and a maximum of seven, the authorized capital was increased
to 260,000,000 shares consisting of 250,000,000 common shares and 10,000,000
preferred shares, and a stock dividend of 30 for 1 was approved. At a Board of
Directors meeting held on June 8, 2009 two additional directors; Larry Lorenz
and Thomas Crom were appointed, James Geiskopf and Ken Greenlaw resigned as
officers of the Company, Mr. Lorenz was appointed as President and Chief
Executive Officer and Mr. Crom was appointed Secretary, Treasurer and Chief
Financial Officer.

On June 4th, 2009 the Company sold its Strohn Creek
mineral property located near Strohn Creek to Skyhigh Resources Inc for 250,000
shares of Skyhigh Resources common stock. The shares received in this
transaction will be distributed to the shareholders of the Company on a pro-rata
basis.

F-8

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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 3250 Oakland Hills, Fairfield,
California 94534. Our telephone number is 707 208 6368. We are an exploration
stage Company with no revenues and have 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.

0n May 2009 we arranged with our officers Geiskopf and Greenlaw
to purchase 1,000,000 shares from each of them at par value $0.001 and future
consideration which were provided in the form of warrants. Geiskopf and Greenlaw
were each issued 4,800 warrants (total 9,600) exercisable at $15.00. A valuation
of this transaction was prepared and the deemed value of the shares was
estimated to be $0.05 per shares. This valuation has been reflected in the
financial statements

A total of 5,000 common shares were issued to a consultant at a
price of $0.10 per share.

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 shares 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.

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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

In the November 30, 2008 filing, we had one mining property
asset and cash. No activities had been carried out on this mining property

Year ended February 28, 2009

As of the date of filing our 10K, we had not received any
revenues, had not begun operations and we had one mining property asset and
cash. Our Company has no employees at that 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 and non-related party
loans that have been committed 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 loans from shareholder or
others 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 additional 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 this period we made provision for 100% impairment of our
mineral claim representing a value of $25, 253.

The Board of Director continues to review 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.

An opportunity in the industrial manufacturing sector has been
presented to the board of directors which the Board is carefully
investigated.

Results of Operations

The following results of operations compare 2008 period
results to the 2007 period result.

Interim Periods

For the three month period March 1, 2009 to May 31, 2009 and
comparable periods in 2008

We reported no revenues for the three months March 1, 2009 to
May 31, 2009 compared to nil during the comparable period ending May 31,
2008

For the three months period March 1, 2009 to May 31, 2009, our
net loss from operations was $10,223 compared to $31,311 during the comparable
three months ended May 31, 2008. The decrease of $21,088 in the May 31, 2009
period was due to a decrease in our operational and organizational activity
expenses. In the comparable period ending May 31, 2008 our expenses included
those incurred for the writing and filing of an S-1 registration. This decrease
of $21,088 was made up of a decease in office and administration amounting to
$541, a decease in legal and consulting fees amounting to $17,150, a decease in
audit fees amounting to $2,000 , a decease in filing fees amounting to $1,162
and a decease in interest expenses amounting to $235.

During the Period from Incorporation April 2, 2007 to May 31,
2009 we recognized net losses from operations totalling $108,612 made up of
organization expenses of $5,000, office and administration expenses of $4,778,
legal and consulting amounting to $51,684, audit fees of $13,000, filing fees of
$4,500, impairment expenses- mining claim asset of $25,253 and interest expense
of $4,398.

At May 31, 2009 we had working capital of -$47,112 compared to
working capital of -$35,389 at February 29, 2009. At May 31, 2009 our total
assets consisted of cash of $145. This compares with total assets at

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February 28, 2009 consisting of cash of $4,564.. During the
period ended February 28, 2009 we recognised a 100% asset impairment write down
of our mineral property amounting to $25,253.

At May 31, 2009, our total current liabilities amounting to
$47,257, made up of $37,898 loans payable to related parties, $1,500 of accrued
liabilities due to our auditors and $7,859 to accounts payable too others. This
compared to total liabilities at February 29, 2009 amounting to $39,953 made up
of loans payable to related parties 35,127, accrued liabilities amounting to
$3,500 due to our auditors and $1,326 accounts payable to others

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 or sale of securities. At this time our short term cash
needs have been arranged for through non-related party loans sufficient to carry
the Company for the next three months of operations.

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 ineffective 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. LEGAL PROCEEDINGS

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 May 31, 2009

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|                       |   | Amount of direct or indirect payments
      to  directors, officers, general partners, 10% shareholders or
      affiliates of the Issuer |  |   | Amount of direct or indirect payments to
others | 
|---------------------- | - | ----------------------------------------------------------------------------------------------------------------------------------------- |  | - | ----------------------------------------------- | 
|Legal and Consulting   | $ | 0                                                                                                                                         |  | $ | 24,000                                          | 
|Accounting             |   | 0                                                                                                                                         |  |   | 3,500                                           | 
|Office and filing fees |   | 0                                                                                                                                         |  |   | 2,806                                           | 
|Debt 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
  13thday of July, 2009.

Resource Group, Inc

Date: July 13, 2009

By: /s/ Larry LorenzName: Larry Lorenz
  Title: President/Chief Executive Officer and Director

Date: July 13, 2009

By: /s/ Thomas CromName: Thomas Crom
  Title: Secretary, Chief Financial Officer, Principal Financial
Officer and Director

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