---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q/A

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

For the quarterly period ended August 31, 2009

OR

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

Commission File Number: 333-150463

ECOEMISSIONS SOLUTIONS INC
  (Exact
Name of Registrant as Specified in its Charter)

(formerly RESOURCE GROUP INC")

|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 [ ] 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 August 31, 2009 is
$ $0.00 based on common shares outstanding of 48,150,000.

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

48,150,000 shares of Common Stock, $0.001 par value, as of April
30, 2010

Documents incorporated by reference - None

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

---

EXPLANATORY NOTE.

The Company has restated it financial statements for the
quarterly period ended August 31, 2009. The changes incurred on the Balance
Sheet and the Statement of Shareholders Equity. On the Balance Sheet, Loans
Payable  Related Parties and Loans Payable - Other are combined in the Restated
Financial Statements. This change was made because Loans Payable-Others were
actually related parties. In addition a line item was added on the Balance Sheet
and the Statement of Shareholders Equity titled Accumulated OCI-Foreign Exchange
and $101, this amount being transferred from and reducing the Deficit
Accumulated During the Exploration Stage to $121,014, in aggregate, the total
amount being $121,114 as previously reported. No changes to the Income or losses
previously reported. The Companys summarized financial statements comparing the
restated financial statements to those originally filed are as follows:

|BALANCE SHEET                                                                                                                          |   |          |   |   |          |  
|-------------------------------------------------------------------------------------------------------------------------------------- | - | -------- | - | - | -------- | -
|LIABILITIES & SHAREHOLDERS EQUITY                                                                                                      |   |          |   |   |          |  
|CURRENT                                                                                                                                |   |          |   |   |          |  
|                                                                                                                                       |   | Restated |   |   | Original |  
|                                                                                                                                       |   |          |   |   |          |  
|Accounts Payable                                                                                                                       | $ | 11,515   |   | $ | 11,514   |  
|Accrued
      Liabilities                                                                                                              |   | 1,500    |   |   | 1,500    |  
|Loans Payable Related Parties (Note 5)                                                                                                 |   | 41,557   |   |   | 38,667   |  
|Loans
      Payable - Others                                                                                                           |   | -        |   |   | 2,907    |  
|Total Current Liabilities                                                                                                              | $ | 54,572   |   | $ | 54,588   |  
|                                                                                                                                       |   |          |   |   |          |  
|BALANCE SHEET                                                                                                                          |   |          |   |   |          |  
|STOCKHOLDERS EQUITY                                                                                                                   |   |          |   |   |          |  
|Capital Stock                                                                                                                          |   |          |   |   |          |  
|Authorized: 250,000,000 common and 10,000,000
      preferred shares                                                                   |   |          |   |   |          |  
|Issued and outstanding at
      August 31, 2009 and February 28,    2009, 48,150,000, and
      108,000,000 common shares respectively |   |          |   |   | 48,150   |  
|Additional paid-in capital                                                                                                             |   | -        |   |   | 18,742   |  
|Deficit Accumulated During the Exploration
      Stage                                                                                 |   | (121,014 | ) |   | (121,114 | )
|Accumulated OCI-Foreign Exchange                                                                                                       |   | (101     | ) |   | -        |  
|Total Shareholders Equity                                                                                                             | $ | (54,223  | ) | $ | 54,222   | )

---

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

|EcoEmissions Solutions Inc            
|--------------------------------------
|(Formerly known as Resource Group Inc)
|(An Exploration Stage Company)        
|Financial Statements                  
|August 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-9

F-1

---

EcoEmissions Solutions Inc (Formerly known as Resource
Group Inc) (An Exploration Stage Company) Balance Sheets

|                                                                                                                                          |   | At August 31 |   |   | At February 28 |  
|----------------------------------------------------------------------------------------------------------------------------------------- | - | ------------ | - | - | -------------- | -
|                                                                                                                                          |   | 2009         |   |   | 2009           |  
|                                                                                                                                          |   | Restated     |   |   | Audited        |  
|                                                                                                                                          |   |              |   |   |                |  
|ASSETS                                                                                                                                    |   |              |   |   |                |  
|Current Assets                                                                                                                            |   |              |   |   |                |  
|Cash                                                                                                                                      | $ | 349          |   | $ | 4,564          |  
|                                                                                                                                          |   |              |   |   |                |  
|Total Current Assets                                                                                                                      |   | 349          |   |   | 4,564          |  
|                                                                                                                                          |   |              |   |   |                |  
|Total Assets                                                                                                                              | $ | 349          |   | $ | 4,564          |  
|                                                                                                                                          |   |              |   |   |                |  
|LIABILITIES & STOCKHOLDERS
      EQUITY                                                                                                   |   |              |   |   |                |  
|Current                                                                                                                                   |   |              |   |   |                |  
|Accounts Payable                                                                                                                          | $ | 11,515       |   | $ | 1,326          |  
|Accrued Liabilities                                                                                                                       |   | 1,500        |   |   | 3,500          |  
|Loans Payable Related Parties (Note 5)                                                                                                    |   | 41,557       |   |   | 35,127         |  
|Total Current Liabilities                                                                                                                 |   | 54,572       |   |   | 39,953         |  
|                                                                                                                                          |   |              |   |   |                |  
|STOCKHOLDERS EQUITY                                                                                                                      |   |              |   |   |                |  
|Capital Stock                                                                                                                             |   |              |   |   |                |  
|Authorized: 250,000,000 common and 10,000,000 preferred
      shares                                                                      |   |              |   |   |                |  
|Issued and outstanding at August 31, 2009
      and February 28,
      2009, 48,150,000, and 108,000,000 common shares
      respectively |   | 48,150       |   |   | 108,000        |  
|Additional paid-in capital                                                                                                                |   | 18,742       |   |   | (45,000        | )
|Deficit Accumulated During the Exploration
      Stage                                                                                    |   | (121,014     | ) |   | (98,389        | )
|Accumulated OCI-Foreign Exchange                                                                                                          |   | (101         | ) |   |                |  
|Total Shareholders Equity                                                                                                                | $ | (54,223      | ) | $ | (35,389        | )
|                                                                                                                                          |   |              |   |   |                |  
|Total Liabilities and Stockholders Equity                                                                                                | $ | 349          |   | $ | 4,564          |  

The accompanying notes are an integral part of these Financial
Statements

F-2

---

|EcoEmissions Solutions Inc            
|--------------------------------------
|(Formerly known as Resource Group Inc)
|(An Exploration Stage Company)        
|Statements of Operations              
|(Unaudited)                           

|                                                               |   |                 |   |   |               |   |   |            |   |   |             |   |   | Cumulative      |  
|-------------------------------------------------------------- | - | --------------- | - | - | ------------- | - | - | ---------- | - | - | ----------- | - | - | --------------- | -
|                                                               |   | Three Month     |   |   | Three Month   |   |   | Six Month  |   |   | Six Month   |   |   | amounts from    |  
|                                                               |   | Period Ending   |   |   | Period Ending |   |   | Period     |   |   | Period      |   |   | Inception April |  
|                                                               |   | August 31, 2009 |   |   | August 31,    |   |   | Ending     |   |   | Ending      |   |   | 2, 2007 to      |  
|                                                               |   |                 |   |   | 2008          |   |   | August 31, |   |   | August 31,  |   |   | August 31,      |  
|                                                               |   |                 |   |   |               |   |   | 2009       |   |   | 2008        |   |   | 2009            |  
|                                                               |   |                 |   |   |               |   |   |            |   |   |             |   |   |                 |  
|                                                               |   |                 |   |   |               |   |   |            |   |   |             |   |   |                 |  
|Revenue                                                        |   |                 |   |   |               |   |   |            |   |   |             |   |   |                 |  
|Income                                                         | $ | -               |   | $ | -             |   | $ | -          |   | $ | -           |   | $ | -               |  
|Expenses                                                       |   |                 |   |   |               |   |   |            |   |   |             |   |   |                 |  
|Organization Expenses                                          |   |                 |   |   |               |   |   |            |   |   |             |   |   | 5,000           |  
|Office and Administration                                      |   | 969             |   |   | 350           |   |   | 1,351      |   |   | 1,273       |   |   | 5,746           |  
|Legal and Consulting Fees                                      |   | 3,165           |   |   | 7,834         |   |   | 10,015     |   |   | 31,834      |   |   | 54,849          |  
|Audit Fees                                                     |   | 1,500           |   |   | 1,500         |   |   | 3,000      |   |   | 5,000       |   |   | 14,500          |  
|Directors Compensation                                         |   | 5,392           |   |   | -             |   |   | 5,392      |   |   | -           |   |   | 5,392           |  
|Filing Fees                                                    |   | 593             |   |   | 433           |   |   | 1,314      |   |   | 2,317       |   |   | 5,093           |  
|Impairment Expense- Mining Claim                               |   | -               |   |   | -             |   |   | -          |   |   | -           |   |   | 25,253          |  
|                                                               |   | 11,619          |   |   | 10,117        |   |   | 21,072     |   |   | 40,424      |   |   | 115,833         |  
|                                                               |   |                 |   |   |               |   |   |            |   |   |             |   |   |                 |  
|Net Loss from Operations                                       |   | 11,619          |   |   | 10,117        |   |   | 21,072     |   |   | 40,424      |   |   | 115,833         |  
|Other Income                                                   |   |                 |   |   |               |   |   |            |   |   |             |   |   |                 |  
|Interest Income                                                |   | -               |   |   |               |   |   | -          |   |   | -           |   |   | -               |  
|Other Expense                                                  |   |                 |   |   |               |   |   |            |   |   |             |   |   |                 |  
|Interest Expense to Related Parties                            |   | 783             |   |   | 455           |   |   | 1,553      |   |   | 1,460       |   |   | 5,181           |  
|Provision for Income Tax                                       |   |                 |   |   |               |   |   |            |   |   |             |   |   | -               |  
|Net Loss For The Period                                        | $ | (12,402         | ) | $ | (10,573       | ) | $ | (22,625    | ) | $ | (41,884     | ) | $ | (121,014        | )
|Basic And Diluted Loss Per Common Share                        |   | 0.0001          |   |   | 0.0002        |   |   | 0.0005     |   |   | 0.0006      |   |   |                 |  
|Weighted Average Number of Common
          Shares Outstanding |   | 48,150,000      |   |   | 108,000,000   |   |   | 68,100,000 |   |   | 108,000,000 |   |   |                 |  

The accompanying notes are an integral part of these Financial
Statements

F-3

---

|EcoEmissions Solutions Inc            
|--------------------------------------
|(Formerly known as Resource Group Inc)
|(An Exploration Stage Company)        
|Statements of Cash Flows              
|(Unaudited)                           

|                                                                                          |   |            |   |   |            |   |   | Cumulative      |  
|----------------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | --------------- | -
|                                                                                          |   | Six Month  |   |   | Six Month  |   |   | amounts from    |  
|                                                                                          |   | Period     |   |   | Period     |   |   | Inception April |  
|                                                                                          |   | Ending     |   |   | Ending     |   |   | 2, 2007 to      |  
|                                                                                          |   | August 31, |   |   | August 31, |   |   | August 31, 2009 |  
|                                                                                          |   | 2009       |   |   | 2008       |   |   |                 |  
|Operating Activities                                                                      |   |            |   |   |            |   |   |                 |  
|Net Income (Loss)                                                                         |   |            |   |   |            |   |   |                 |  
|                                                                                          | $ | (22,625    | ) | $ | (41,884    | ) | $ | (121,014        | )
|Adjustments To Reconcile Net Loss To Net Cash                                             |   |            |   |   |            |   |   |                 |  
|Provided by Operations                                                                    |   | -          |   |   |            |   |   | -               |  
|Stock Issued for services                                                                 |   | 500        |   |   |            |   |   | 500             |  
|Repurchase common shares into
          treasury                                          |   | (2,000     | ) |   |            |   |   | (2,000          | )
|Issue dividend in shares                                                                  |   | 5,392      |   |   |            |   |   | 5,392           |  
|Change in Assets and Liabilities                                                          |   | -          |   |   |            |   |   | -               |  
|(Increase) decrease in accrued liabilities                                                |   | (2,000     | ) |   |            |   |   | 1,500           |  
|(Increase) decrease in
          accounts payable                                         |   | 10,189     |   |   | 245        |   |   | 11,515          |  
|                                                                                          |   |            |   |   |            |   |   |                 |  
|Net Cash Provided (Used) by Operating
          Activities                                |   | (10,544    | ) |   | (41,639    | ) |   | (104,107        | )
|                                                                                          |   |            |   |   |            |   |   |                 |  
|Net Cash Provided (Used) by Investing
          Activities
          Financing Activities |   |            |   |   | -          |   |   | -               |  
|Increase (Decrease) in Related Party Notes                                                |   | 6,430      |   |   | (48,040    | ) |   |                 |  
|                                                                                          |   |            |   |   |            |   |   | 41,557          |  
|Cash Received from issuance of stock                                                      |   | -          |   |   | -          |   |   | 63,000          |  
|                                                                                          |   |            |   |   |            |   |   |                 |  
|Net Cash Provided (Used) by Financing Activities                                          |   | 6,430      |   |   | (48,040    | ) |   | 104,557         |  
|Increase (Decrease) in Cash from Continuing
          Operations                          |   | (4,114     | ) |   | (89,679    | ) |   | -               |  
|Accumulated OCI-Foreign Exchange                                                          |   | (101       | ) |   |            |   |   | (101            | )
|Cash and Cash Equivalents at Beginning of
          Period                                |   | 4,564      |   |   | 97,098     |   |   |                 |  
|                                                                                          |   |            |   |   |            |   |   | -               |  
|                                                                                          |   |            |   |   |            |   |   |                 |  
|Cash and Cash Equivalents at End of Period                                                | $ | 349        |   | $ | 7,419      |   | $ | 349             |  
|Supplemental Information                                                                  |   |            |   |   |            |   |   |                 |  
|Cash Paid For:                                                                            |   |            |   |   |            |   |   |                 |  
|Interest                                                                                  | $ | 1,553      |   | $ | 1,460      |   | $ | 5,181           |  
|Income Taxes                                                                              |   | -          |   |   | -          |   |   | -               |  
|Non-Cash Activities                                                                       |   |            |   |   |            |   |   |                 |  
|Company Stock repurchased, exchanged for warrants and
          stock cancelled           | $ | 5,392      |   |   | -          |   | $ | 5,392           |  

The accompanying notes are an integral part of these Financial
Statements

F-4

---

|EcoEmissions Solutions Inc            
|--------------------------------------
|(Formerly known as Resource Group Inc)
|(An Exploration Stage Company)        
|Statements of Stockholders Equity    
|August 31, 2009                       

|                                                                                                     |  |               |   |  |            |   |  |         |   |  |             |   |  | Deficit     |   |  |         |  
|---------------------------------------------------------------------------------------------------- |  | ------------- | - |  | ---------- | - |  | ------- | - |  | ----------- | - |  | ----------- | - |  | ------- | -
|                                                                                                     |  |               |   |  |            |   |  |         |   |  | Accumulated |   |  | Accumulated |   |  |         |  
|                                                                                                     |  |               |   |  |            |   |  |         |   |  | OCI-Foreign |   |  |             |   |  |         |  
|                                                                                                     |  |               |   |  |            |   |  |         |   |  | Exchange    |   |  |             |   |  |         |  
|                                                                                                     |  | Capital Stock |   |  | Additional |   |  |         |   |  | During the  |   |  |             |  
|                                                                                                     |  | Issued        |   |  |            |   |  | Paid-In |   |  |             |   |  | Exploration |   |  |         |  
|                                                                                                     |  | Shares        |   |  | Amount     |   |  | Capital |   |  |             |   |  | Stage       |   |  | Total   |  
|                                                                                                     |  | $             |   |  | $          |   |  | $       |   |  | $           |   |  | $           |   |  | $       |  
|Balance Forward                                                                                      |  |               |   |  |            |   |  |         |   |  |             |   |  |             |   |  |         |  
|December 2007
          Shares issued for cash at
          $0.000033333                             |  | 90,000,000    |   |  | 90,000     |   |  | (87,000 | ) |  |             |   |  |             |   |  | 3,000   |  
|February 2008
          Shares issued for cash at
          $0.0033333                               |  | 18,000,000    |   |  | 18,000     |   |  | 42,000  |   |  |             |   |  |             |   |  | 60,000  |  
|Deficit for Period Ended February 29, 2008                                                           |  |               |   |  |            |   |  |         |   |  |             |   |  | (18,501     | ) |  | (18,501 | )
|Balance,
          February 29, 2008                                                                 |  | 108,000,000   |   |  | 108,000    |   |  | (45,000 | ) |  |             |   |  | (18,501     | ) |  | 44,499  |  
|Deficit for Period ended
          February 28,
          2009                                       |  |               |   |  |            |   |  |         |   |  |             |   |  | (79,888     | ) |  | (79,888 | )
|Balance,
          February 28, 2009                                                                 |  | 108,000,000   |   |  | 108,000    |   |  | (45,000 | ) |  |             |   |  | (98,389     | ) |  | (35,389 | )
|May 2009
          Shares issued for consulting
          services
          150,000 at $0.0033333   |  | 150,000       |   |  | 150        |   |  | 350     |   |  |             |   |  |             |   |  | 500     |  
|May 2009
          Shares purchased from directors
          at
          $0.000033333 and cancelled |  | (60,000,000   | ) |  | (60,000    | ) |  | 58,000  |   |  |             |   |  |             |   |  | (2,000  | )
|June 2009-288,000 Warrants issued as
          compensation to directors (note 6)                  |  |               |   |  |            |   |  | 5,392   |   |  |             |   |  |             |   |  | 5,392   |  
|Deficit for 6 month Period August 31, 2009                                                           |  |               |   |  |            |   |  |         |   |  |             |   |  | (22,625     | ) |  | (22,625 | )
|Balance August 31, 2009                                                                              |  | 48,150,000    |   |  | 48,150     |   |  | 18,742  |   |  |             |   |  | 121,014     |   |  | (54,122 | )
|Accumulated OCI-Foreign Exchange                                                                     |  |               |   |  |            |   |  |         |   |  | (101        | ) |  |             |   |  | (101    | )
|Totals August 31, 2009                                                                               |  | 48,150,000    |   |  | 48,150     |   |  | 18,742  |   |  | (101        | ) |  | (121,014    | ) |  | (54,223 | )

The accompanying notes are an integral part of these Financial
Statements

F-5

---

|EcoEmissions Solutions Inc            
|--------------------------------------
|(Formerly known as Resource Group Inc)
|(An Exploration Stage Company)        
|Notes to Financial Statements         
|August 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 EcoEmissions Solutions Inc (formerly 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 unaudited 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.

RESTATED FINANCIAL STATEMENTS

The Company has restated it financial statements for the quarterly period ended August 31, 2009. The changes incurred on the Balance Sheet and the Statement of Shareholders Equity. On the Balance Sheet, Loans Payable - Related Parties and Loans Payable - Other are combined in the Restated Financial Statements. This change was made because Loans Payable-Others were actually related parties. In addition a line item was added on the Balance Sheet and the Statement of Shareholders Equity titled Accumulated OCI-Foreign Exchange and $101, this amount being transferred from and reducing the Deficit Accumulated During the Exploration Stage to $121,014, in aggregate, the total amount being $121,114 as previously reported. No changes to the Income or losses previously reported. The Company's summarized financial statements comparing the restated financial statements to those originally filed are as follows:

|BALANCE SHEET                                                                                                                                 |   |          |   |   |          |  
|--------------------------------------------------------------------------------------------------------------------------------------------- | - | -------- | - | - | -------- | -
|LIABILITIES & SHAREHOLDERS EQUITY                                                                                                             |   |          |   |   |          |  
|CURRENT                                                                                                                                       |   |          |   |   |          |  
|                                                                                                                                              |   | Restated |   |   | Original |  
|                                                                                                                                              |   |          |   |   |          |  
|Accounts Payable                                                                                                                              | $ | 11,515   |   | $ | 11,514   |  
|Accrued
      Liabilities                                                                                                                     |   | 1,500    |   |   | 1,500    |  
|Loans Payable Related Parties (Note 5)                                                                                                        |   | 41,557   |   |   | 38,667   |  
|Loans
      Payable - Others                                                                                                                  |   | -        |   |   | 2,907    |  
|Total Current Liabilities                                                                                                                     | $ | 54,572   |   | $ | 54,588   |  
|                                                                                                                                              |   |          |   |   |          |  
|BALANCE SHEET                                                                                                                                 |   |          |   |   |          |  
|STOCKHOLDERS EQUITY                                                                                                                          |   |          |   |   |          |  
|Capital Stock                                                                                                                                 |   |          |   |   |          |  
|Authorized: 250,000,000 common and 10,000,000
      preferred shares                                                                          |   |          |   |   |          |  
|Issued and outstanding at
      August 31, 2009 and February 28, 
         2009, 48,150,000, and
      108,000,000 common shares respectively |   |          |   |   | 48,150   |  
|Additional paid-in capital                                                                                                                    |   | -        |   |   | 18,742   |  
|Deficit Accumulated During the Exploration
      Stage                                                                                        |   | (121,014 | ) |   | (121,114 | )
|Accumulated OCI-Foreign Exchange                                                                                                              |   | (101     | ) |   | -        |  
|Total Shareholders Equity                                                                                                                    | $ | (54,223  | ) | $ | 54,222   | )

In addition, Note 6 has been restated to reflect the above
changes

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 August 31, 2009, the Company had $349 in funds in deposits in a business bank
account, which are not insured by agencies of the U.S. Government.

Estimates

Preparing the Companys financial statements in conformity with
accounting principles generally accepted in the United States of America
(GAAP) requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

F-6

---

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 $121,014. 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 has 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. The deferred tax assets,
valuation allowance and change in valuation allowance are as follows:

|Period Ending     |   | Estimated NOL Carry-forward |  |  |  | Estimated Tax |  | NOL Expires |  |  | Benefit from NOL |   |  | Changes in and Valuation Allowance |   |  | Net Tax Benefit | 
|----------------- | - | --------------------------- |  |  |  | ------------- |  | ----------- |  |  | ---------------- | - |  | ---------------------------------- | - |  | --------------- | 
|February 28, 2009 | $ | 93,389                      |  |  |  |               |  | 2029        |  |  | ($14,008         | ) |  | ($14,008                           | ) |  | -               | 
|                  |   |                             |  |  |  |               |  |             |  |  |                  |   |  |                                    |   |  |                 | 
|August 31, 2009   | $ | 121,014                     |  |  |  |               |  | 2029        |  |  | ($18,152         | ) |  | ($18,152                           | ) |  | -               | 

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

In November 2007, the Company 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. The notes

F-7

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NOTE 5  LOANS PAYABLE  RELATED PARTIES  CONTD

were 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 $1,500 each, in aggregate $3,000 of the face value of the
Notes into 3,000,000 shares of common stock of the Company at a price per share
of $0.001, leaving $77,000 plus accrued interest outstandingIn March
2008, the Company repaid $49,500, leaving $27,500 principal plus accrued
interest payable.

On December 15, 2008, the due date on the notes payable was
extended to November 12, 2009. Accrued interest to November 12, 2008 amounting
to $3,039 was added to the principal amount of $27,500, bringing the total
amount that interest would be calculated on to $30,539.

In December 2008 and January 2009, $2,000 each, in aggregate
$4,000 was loaned to the Company by two officers/director bringing the total
principal amount to $31,500 plus accrued interest.

On May 29, 2009, an amount of $1,000 each, in aggregate $2,000
in additional notes payable were issued by the Company to the two
officers/director to fund the repurchase cost of 60,000,000 post-split shares of
Companys common stock owned by these two directors. Following the repurchase,
the 60,000,000 shares were cancelled. On May 31, 2009 the loans payable amounted
to $33,500 plus accrued interest of $5,167, in aggregate $38,667.

Up to August 31, 2009 the Company received loans from a
business consultant totalling $2,907 described as Loans Payable Related Parties.
These loans were without defined interest and without defined payment terms.
Subsequent to this quarter, Loan Agreements were entered into which clarified
and confirmed the terms and conditions. Up to August 31 2009, the outstanding
amount of $2,907 is without interest. Commencing December 1, 2009 the
outstanding amount and subsequent amounts, if any, become repayable on demand,
interest will accrue at a rate of 10% per annum and if earlier demand for
payment is not made, the loans are payable November 30, 2011.

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

On May 29, 2009 the Company reached and agreement with two
officers/directors to purchase 30,000,000 post-split shares from each, in
aggregate 60,000,000 shares of the Companys $0.001 par value stock at the
original paid issuance price of $0.001 per share, plus future considerations. In
settlement of the future considerations provision of the transaction, the
Company agreed to issue them 144,000 fully vested two-year share purchase
warrants each, in aggregate a total of 288,000, each of which grant the right to
purchase one common share of the Company $0.001 par value stock for $0.50 per
share. The fair value of the warrants of $5,392 was determined using the
Black-Scholes option-pricing model, using the following assumptions:

Expected volatility
    100%Expected dividends
    0%Expected term (in years)
    2Risk-free rate
    5%


The full fair values of the warrants have been expensed in this
quarter. The warrants are exercisable at any time after the issuance date of May
29, 2009.

The transaction in aggregate totalled $7,392 consisting of
$2,000 paid to the officers/directors for the post-split 60,000,000 shares and
an amount of $5,392 which was expensed on the income statement as directors
compensation, the deemed value of the share purchase warrants based on the
result of a Black-Scholes Model calculation.

F-8

---

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

On May 29, 2009 the Company issued 150,000 post-split common
shares to a consultant for services rendered valued at $500

One June 8, 2009 the shareholders approved a stock split
effected in the form of a stock dividend of 30 for 1 on its shares and warrants.
All shares and warrants in these financial statements have been recalculated to
give effect to the stock dividend.

NOTE 7 MEMORADUM OF UNDERSTANDING TO ACQUIRE 100%
OF THE COMPANY

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 the date of this report the financial
information was incomplete and no further actions had been taken to complete the
transaction.

NOTE 8 - SPECIAL SHAREHOLDERS MEETING, APPOINTMENT OF NEW
DIRECTORS AND OFFICERS

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, (formerly Resource Group 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 while still remaining on the board of directors, 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. As a condition of the transaction the
director of Resource Group Inc required Skyhigh Resources Inc to distribute
these shares on a pro-rata basis, to the shareholders of the Company. No
gain/loss value was placed on the transaction as the property had been 100%
impaired resulting in an expense of $25,253 entered to the Statement of
Operations.

NOTE 9  COMMON STOCK

In June 2009, the Company issued a 30 for 1 roll forward share
dividend to all shareholders. The following share values and numbers of shares
reflect the result of the roll forward.

|December 2007 - Shares issued to directors
      for cash at $0.000033333      |  | 90,000,000  |  
|------------------------------------------------------------------------------ |  | ----------- | -
|February 2008 - Shares issued for cash to S-2 purchasers at
      $0.0033333   |  | 18,000,000  |  
|May 2009 - Shares issued for consulting
      services at $0.0033333           |  | 150,000     |  
|May 2009 - Shares purchased at $0.000033333 from directors
      and cancelled |  | (60,000,000 | )

NOTE 10 - SUBSEQUENT EVENTS

On December 7, 2009 the Company filed on Edgar with the United
States Securities and Exchange Commission an 8-K which provided additional
details precedent to the Companys completion of the acquisition of EcoEmission
Systems Inc discussed in Note 8 to these Financial Statements.

On January 26, 2010, the Company filed an 8-K with the
Securities and Exchange Commission (SEC) disclosing that the Company became
aware its 10-Q filing for the period ended August 31, 2009 contained
inconsistencies in the financial information that was filed. As a result, the
Board of Directors of the Company concluded that its previously issued financial
statements for the six-month period ended August 31, 2009,

The Company has reviewed subsequent events up to and including
April 5, 2010 the date on which the financial statements were available to be
issued, and determined that except for those events disclosed herein, no
subsequent events have occurred

F-9

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

EcoEmissions Solutions Inc (formerly 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 28, 2007

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

Year ended February 28, 2008

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 18,000,000
post-split common shares of the Companys stock pursuant to an exemption
provided under Section 4(2) of the Securities Act of 1933.

On May 27, 2008 our Registration Statement on Form S-1,
commission file number 333-150463, became effective and qualified the 18,000,000
post-split 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.

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 was 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

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.

Interim Period ended May 31, 2009

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.

---

On May 29, 2009 the Company reached and agreement with two
officers/directors to purchase 30,000,000 post-split shares from each, in
aggregate 60,000,000 post-split shares of the Companys $0.001 par value stock
at the price originally paid by them, plus future considerations. In settlement
of the future considerations provision of the transaction, the Company agreed to
issue them 144,000 post-split two-year share purchase warrants each, in
aggregate a total of 288,000 post -split two-year share purchase warrants, each
of which grant the right to purchase one common share of the Company at a costof
$0.50 per share.

The transaction cost to the two directors in aggregate totalled
$3,392 consisting of $2,000 paid to the officers/directors for the post-split
60,000,000 shares and an amount of $5,392 which was expensed on the income
statement as directors compensation, the deemed value of the share purchase
warrants based on the result of a Black-Scholes Model calculation.

A total of 150,000 post-split common shares were issued to a
consultant for services rendered.

Interim Period ended August 31, 2009

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 the date of this report the financial
information was incomplete and no other actions have occurred.

At a special meeting of the shareholders of the Company held
June 8, 2009 the name of the Company was changed to EcoEmissions Solutions Inc,
(formerly Resource Group 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 on its shares and warrants
was approved.

As a result of the Company name change, papers were required to
be filed with FINRA for a new treading symbol. The new trading symbol is ECMZ.

A total of 5,000 common shares were issued to a consultant for
services rendered.

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 were required to be distributed to the shareholders of the Company
on a pro-rata basis. No gain was realized and as this property had been fully
impaired and expensed on the Statement of Operations no losses were incurred.

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 while still
remaining on the board of directors, Mr. Lorenz was appointed as President and
Chief Executive Officer and Mr. Crom was appointed Secretary, Treasurer and
Chief Financial Officer.

Results of Operations

The following results of operations compare the results of
the 2009 period to the 2008 period result.

Interim Periods

For the three month period June1, 2009 to August 31, 2009
and comparable period in 2008

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

For the three months period June 1, 2009 to August 31, 2009 our
net loss from operations was $12,402 compared to $10,573 during the comparable
three months ended August 31, 2008. The increase of $1,829 in the August 31,
2009 period was due to increase in office and administrative expenses of $619,
director compensation of $5,392, filing fees of $160, and interest amounting to
$93, partially offset by a decrease in legal and consulting of $4,669.

In the comparable period ending Augu31, 2008 our legal and
consulting expenses included some of the expenses incurred for the writing and
filing of an S-1 registration statement.

For the six month period March 1, 2009 to August 31, 2009
and comparable period in 2008

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

For the six-month period March 1, 2009 to August 31, 2009, our
net loss from operations was $22,6 25 compared to $41,884 during the comparable
six months ended August 31, 2008. The decrease of $19,352 in the August 31, 2009
period was due primarily to a decrease in legal and consulting fees amounting to
$21,819, audit fees of $2,000, filing fees of $1,003 partially offset by an
increase in office and administration of $78, Directors Compensation of $5,392 and interest costs
amounting to $93. In the comparable period ending August 31, 2008 our expenses
included those incurred for the writing and filing of an S-1 registration.

---

During the Period from Incorporation April 2, 2007 to August
31, 2009 we recognized net losses from operations totalling $121,014 made up of
organization expenses of $5,000, office and administration expenses of $5,746,
legal and consulting amounting to $54,849, audit fees of $14,500, filing fees of
$5,159, directors compensation of $5,392, impairment expenses of our mining
claim asset amounting to $25,253 and interest expense of $5,181.

At August 31, 2009 we had working capital of -$54,223 compared
to working capital of -$35,389 at February 29, 2009. At May 31, 2009 our total
assets consisted of cash of $349. This compares with total assets of cash only
amounting to $4,564 on February 28, 2009 During the period ended February 28,
2009 we recognised a 100% asset impairment write down of our mineral property
amounting to $25,253.

At August 31, 2009, our total current liabilities amounting to
$54,572, made up of $41,557 loans payable to related parties, $1,500 of accrued
liabilities due to our auditors, and $11,515 to accounts payable to others,
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.

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. Our short-term cash needs will have
to be arranged for through related, non-related party loans or sale of our
common stock to carry the Company for the next three months of operations,
although no arrangements are in currently in place .

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. 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 August 31, 2009

---

|                       |  |   | Amount of direct or indirect payments to   |  |   |                              | 
|---------------------- |  | - | ------------------------------------------ |  | - | ---------------------------- | 
|                       |  |   | directors, officers, general partners, 10% |  |   | Amount of direct or indirect | 
|Expenses               |  |   | shareholders or affiliates of the Issuer   |  |   | 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.

---

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
3rdday of May, 2010.

Date: May 3, 2010

EcoEmissions Solutions Inc

_________________________________

By: /s/ Larry Lorenz

Name: Larry Lorenz, President/Chief Executive Officer and
Director

By: /s Thomas Crom

__________________________________

Name: Thomas Crom, Secretary, Chief Financial Officer,
Principal Financial Officer and Director

---