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 November 30, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
RESOURCE GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 80-0154562 |
| (State of other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
600 Parker Road, Fairfield California 94533
(Address of Principal Executive Offices) (Zip Code)
707 208-6368
(Registrant's Telephone Number, including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, par value $.001 per share
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-Q or any amendment to this Form 10-Q. [X]
Indicate by check mark whether the registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes [ ] No [X]
State issuer's revenues for its most recent fiscal year: Nil
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
Common Shares outstanding as of August 31, 2008: 3,600,000
PART I - FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
| Resource Group Inc. |
| (A Exploration Stage Company) |
| Financial Statements |
| November 30, 2008 |
F-1
| Resource Group, Inc |
| (An Exploration Stage Company) |
| Balance Sheets |
| November | February | |||||
| 30, 2008 | 29, 2008 | |||||
| (Unaudited) | Audited | |||||
| ASSETS | $ | $ | ||||
| Current Assets | ||||||
| Cash | 2,138 | 97,098 | ||||
| Total Current Assets | 2,138 | 97,098 | ||||
| Other Assets | ||||||
| Mining Claims – at cost (Note 4) | 25,253 | 25,253 | ||||
| Total Other Assets | 25,253 | 25,253 | ||||
| Total Assets | 27,391 | 122,351 | ||||
| LIABILITIES & STOCKHOLDERS EQUITY | ||||||
| Current | ||||||
| Accounts Payable | - | - | ||||
| Loans Payable Related Parties | 30,374 | 77,852 | ||||
| Total Liabilities | 30,374 | 77,852 | ||||
| STOCKHOLDERS’ EQUITY | ||||||
| Capital Stock | ||||||
| Authorized: | ||||||
| 50,000,000 common shares, par value $0.001 per share | ||||||
| Issued and outstanding: | ||||||
| 3,600,000 common shares | 3,600 | 3,600 | ||||
| Additional paid-in capital | 59,400 | 59,400 | ||||
| Deficit Accumulated During the Exploration Stage | (65,983 | ) | (18,501 | ) | ||
| Total Shareholders’ Equity | (2,983 | ) | 44,499 | |||
| Total Liabilities and Stockholders’ Equity | 27,391 | 122,351 |
The accompanying notes are an integral part of these Financial Statements
F-2
| Resource Group, Inc |
| (An Exploration Stage Company) |
| Interim Statements of Operations |
| Cumulative | ||||||||||
| Three | Three | Nine Month | Incorporation | amounts from | ||||||
| Month | Month | Period | April 2, 2007 | Date of | ||||||
| Period | Period | ending | through | Incorporation | ||||||
| ending | ending | November | November 30, | April 2, 2007 to | ||||||
| November | November | 30, 2008 | 2007 | November 30, | ||||||
| 30, 2008 | 30, 2007 | (No Activity) | 2008 | |||||||
| (No | ||||||||||
| Activity) | ||||||||||
| $ | $ | $ | $ | $ | ||||||
| Revenue | - | - | - | - | - | |||||
| Expenses | ||||||||||
| Organizational costs | - | - | - | - | 5,000 | |||||
| Office and Administration | 250 | - | 1,522 | 4,171 | ||||||
| Legal and Consulting Fees | 3,000 | - | 34,834 | - | 44,834 | |||||
| Audit Fees | 1,500 | - | 6,500 | - | 6,500 | |||||
| Filing Fees | 287 | - | 2,604 | - | 2,604 | |||||
| 5,037 | - | 45,460 | - | 63,109 | ||||||
| Net Loss from Operations | 5,037 | - | 45,460 | - | 63,109 | |||||
| Other Income | ||||||||||
| Interest Income | - | - | - | - | - | |||||
| Other Expense | ||||||||||
| Interest | 562 | - | 2,022 | - | 2,874 | |||||
| Provision for Income Tax | - | - | - | - | - | |||||
| Net Loss For The Period | (5,599 | ) | - | (47,482 | ) | (65,983 | ) | |||
| Basic And Diluted Loss | (0.001 | ) | - | (0.002 | ) | - | (0.002 | ) | ||
| Per Common Share | ||||||||||
| Weighted Average | 3,600,000 | - | 3,600,000 | - | 3,600,000 | |||||
| Number of Common | ||||||||||
| Shares Outstanding |
The accompanying notes are an integral part of these Financial Statements
F-3
| Resource Group, Inc |
| (An Exploration Stage Company) |
| Interim Statements of Cash Flows |
| Nine Month | Incorporation | Cumulative amounts | ||||
| Period ending | April 2, 2007 | from Date of | ||||
| November 30, | through | Incorporation | ||||
| 2008 | November 30, | April 2, 2007 to | ||||
| 2007 | November 30, | |||||
| (No Activity) | 2008 | |||||
| Operating Activities | $ | $ | $ | |||
| Net Income (Loss) | (47,482 | ) | - | (65,983 | ) | |
| Less: Net Income (Loss) from Discontinued | - | - | ||||
| Operations | - | |||||
| Net Income (Loss) from Continued Operations | (47,482 | ) | (65,983 | ) | ||
| Adjustments To Reconcile Net Loss To Net Cash | ||||||
| Provided by Operations | - | - | - | |||
| Stock Issued for services | - | - | - | |||
| Gain on settlement of debt | - | - | - | |||
| Change in Assets and Liabilities | ||||||
| (Increase) decrease in accounts receivable | - | - | - | |||
| (Increase) decrease in deposits | - | - | - | |||
| Increase (decrease) in accounts payable | - | - | ||||
| Increase (decrease) in accrued expenses | - | - | - | |||
| Net Cash Provided (Used) by Continuing Operating | (47,482 | ) | (65,983 | ) | ||
| Activities | ||||||
| Investing Activities | ||||||
| Cash paid for Mining Property | - | - | (25,253 | ) | ||
| Net Cash Provided (Used) by Investing Activities | (25,253 | ) | ||||
| Financing Activities | ||||||
| Cash provided (Used) for notes payable - related | (47,478 | ) | - | 30,374 | ||
| parties | ||||||
| Cash Received from issuance of stock | - | - | 63,000 | |||
| Net Cash Provided (Used) by Financing Activities | (47,478 | ) | - | 93,374 | ||
| Increase (Decrease) in Cash from Continuing | (94,960 | ) | - | 2,138 | ||
| Operations | ||||||
| Cash and Cash Equivalents at Beginning of Period | 97,098 | - | - | |||
| Cash and Cash Equivalents at End of Period | 2,138 | - | 2,138 | |||
| Supplemental Information | ||||||
| Cash Paid For: | ||||||
| Interest | 1,460 | - | 2,874 | |||
| Income Taxes | - | - | - |
The accompanying notes are an integral part of these Financial Statements
F-4
| Resource Group, Inc. |
| (An Exploration Stage Company) |
| Statements of Stockholders’ Equity |
| November 30, 2008 |
| Deficit | ||||||||||
| Capital Stock | Accumulated | |||||||||
| Additional | During the | |||||||||
| Paid-In | Exploration | |||||||||
| Shares | Amount | Capital | Stage | Total | ||||||
| $ | $ | $ | $ | |||||||
| Balance Forward | - | - | - | |||||||
| December 2007 | ||||||||||
| Shares issued for cash at | 3,000,000 | 3,000 | - | - | 3,000 | |||||
| $0.001 | ||||||||||
| February 2008 | ||||||||||
| Shares issued for cash at | 600,000 | 600 | 59,600 | 60,000 | ||||||
| $0.001 | ||||||||||
| 3,600,000 | 3,600 | 59,600 | 63,000 | |||||||
| Deficit for Period | (18,501 | ) | (18,501 | ) | ||||||
| Balance, | ||||||||||
| February 29, 2008 | 3,600,000 | 3,600 | 59,600 | (18,501 | ) | 44,499 | ||||
| Deficit for Nine Month | ||||||||||
| Period through | (47,482 | ) | (47,482 | ) | ||||||
| November 30, 2008 | ||||||||||
| Balance November 30, | 3,600,000 | 3,600 | 59,600 | (65,983 | ) | (2,983 | ) | |||
| 2008 |
The accompanying notes are an integral part of these Financial Statements
F-5
| Resource Group, Inc. |
| (An Exploration Stage Company) |
| Notes To Financial Statements |
| November 30, 2008 |
NOTE 1 BASIS OF PRESENTATION
While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of the management of Resource Group Inc (the “Company”), necessary to present fairly the financial position, results of operations and cash flows in the interim periods presented. Except as disclosed below, these interim financial statements follow the same accounting policies and methods and their application as the Company’s audited February 29, 2008 annual financial statements. It is suggested that these interim financial statements be read in conjunction with the Company’s February 29, 2008 audited financial statements.
The information as of February 29, 2008 is taken from the audited financial statements of this date.
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES
Concentrations
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. At November 30, 2008, the Company had $2,138 U.S. funds in deposits in a business bank account, which are not insured by agencies of the U.S. Government.
NOTE 3 BASIS OF PRESENTATION – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States of America, which contemplates the Company’s continuation as a going concern. However, the Company has minimal business operations to date and losses of approximately $63,109. These matters raise substantial doubt about its ability to continue as a going concern. In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon its ability to meet its financing requirements, raise additional capital, and the success of its future operations. The Company acquired operating capital through equity offerings to the public and through the sale of notes to related parties, to fund its business plan. There is no assurance that the funds received will be sufficient to assure the Company’s eventual profitability. Management believes that actions planned and presently being taken to revise it’s operating and financial requirements provide the opportunity for it to continue as a going concern. The financial statements do not include any adjustments that might result from these uncertainties.
NOTE 4 INCOME TAXES
The Company is subject to U.S. federal income taxes. It had losses to date, and therefore, has paid no income tax.
Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and tax purposes. The Company’s deferred tax assets consist entirely of the benefit from net operating loss (“NOL”) carry-forwards. Its deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the NOL carry-forwards. NOL carry-forwards may be further limited by a change in Company ownership and other provisions of the tax laws.
F-6
NOTE 4 INCOME TAXES (continued)
The deferred tax assets, valuation allowance and change in valuation allowance are as follows:
| Changes in and | ||||||||||||
| Estimated NOL | NOL | Benefit from | Valuation | Net Tax | ||||||||
| Period Ending | Carry-forward | Estimated | Expires | NOL | Allowance | Benefit | ||||||
| Tax | ||||||||||||
| February 29, 2008 | $18,501 | 2028 | $2,775 | ($2,775) | — | |||||||
| November 30, 2008 | $47,482 | 2028 | $7,122 | ($7, 122) | — |
Income taxes at the statutory rate are reconciled to the Company’s actual income taxes as follows:
| Income tax benefit at statutory rate resulting from NOL carry-forwards | (15%) |
| Deferred income tax valuation allowance | 15% |
| Actual tax rate | 0% |
NOTE 5 SUBSEQUENT EVENTS
None
F-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Resource Group, Inc (referred to herein as “we”, “us”, “our” and similar terms) was incorporated on April 2, 2007, in the State of Delaware. Our principal executive offices are located at 600 Parker Road, Fairfield, California 94533. Our telephone number is 707 422 0443. We are an exploration stage Company with no revenues and has a limited operating history. Our fiscal year end is February.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Year ended February 29, 2008
We spent most of 2007 in the organization of the Company and Company set-up. No activities or operation occurred until December of 2007
In January 2008 we acquired a Molybdenum-Gold mining property located at Strohn Creek, further described as the Meziadin Lake Project, which is located approximately 35 kilometres east of Stewart, British Columbia. We have acquired one hundred percent (100%) of the property from the previous owner for a cash payment of US$25,253, (CAN $25,000). The purchase price included the cost of the geological report. The property is comprised of 2 claims, British Columbia Mines and Resources tenure numbers 551606 and 551608 covering approximately 613.5 hectares (1,516 Acres). The claim extends from just west of the confluence of Surprise Creek and Strohn Creek for approximately 2 kilometres east-west and 3 kilometres north-south. A geologist was engaged by the Company to prepare a Geological Report. This report was completed January 4, 2008 in general accordance with the requirements of National Instrument 43-101Standards for Disclosure for Mineral Projects.
No mining exploration activities were planned nor conducted during the first two quarters of this fiscal period. Our exploration plan called for commencement of the first phase of the exploration plan to have commenced in this second quarter, however due to our geologist not being available, we have scheduled Phase I to commence in spring 2009.
In February 2008 we completed an offering of 600,000 common shares of the Company’s stock at $0.10 per shares pursuant to an exemption provided under Section 4(2) of the Securities Act of 1933.
Interim Periods
On April 25, 2008 the Company filed an S-1 Registration Statement which proposed to register 600,000 common shares of the Company’s stock.
On May 27, 2008 our Registration Statement on Form S-1, commission file number 333-150463, became effective and qualified 600,000 shares of the Company’s common sold in February 2008 in accordance with the requirements of Section 4(2) offering under the Securities Act of 1933, as amended and Rule 502 promulgated thereunder. There were no underwriters for this offering.
In June 2008, the Company filed it 15c211 requesting a trading symbol on OTC Bulletin Board. On July 23, 2008 the Company received confirmation from FINRA that the Company’s 15C211 had been cleared for an unpriced quotation on the OTC Bulletin Board and the Pink Sheets. The trading Symbol is RSOG
We are still in the first phase of our growth and development at November 30, 2008. To the date of this filing, we have not had any revenues; have not begun any exploration operations. We have one mining property asset and cash. Our Company has no employees at the present time with the general
administration being performed at no cost by our President and Director James P. Geiskopf and our Treasurer Ken Greenlaw. We do not expect to commence earning revenues for the foreseeable future.
We believe our existing cash balances are sufficient to carry our normal operations for the next three (3) months. Our short and long-term survival is dependent on funding from sales of securities as necessary or from shareholder loans, and thus, to the extent that we require additional funds to support our operations or the expansion of our business, we may attempt to sell additional equity shares or issue debt. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing, if required, will be available to us or on acceptable terms.
During the past quarter, the Board of Director has reviewed various opportunities that would bring additional value to the Company and in this regard has concentrated its efforts toward the acquisition of additional resource properties in both base and precious mineral and the oil and gas sector. Although there has been significant decreases in both base and precious mineral values this has resulted in significant decreases in the cost of mineral and gas and oil properties, the Board believes that there should be additional efforts placed on locating a property or lease using qualified expert or experts to assist in the evaluation. Any other opportunities that the Company may be made aware of will be carefully investigated.
Results of Operations
The following results of operations compare 2008 period results to the 2007 period result, however as the Company did not commence operational activities until December 2007 all amount in 2007 in these reporting periods are nil.
Interim Periods
For the three month period September 1, 2008 to November 30, 2008 and comparable periods in 2007
We reported no revenues for the three months September 1, 2008 to November 30, 2008 compared to nil during the comparable period ending November 30, 2007
For the three months period September 1, 2008 to November 30, 2008, our operating expenses were $5,599 compared to nil during the comparable three months ended November 30, 2007. The increase of $5,599 was due to an increase in our operational activities over the prior period. Operating expenses during the three months ended November 30, 2008 consisted of legal and consulting fees $3,000 for Consulting services, audit fees in the amount of $1,500, filing fees of $287, office and administration fees of $250 and interest expense of $562.
For the nine month period March 1, 2008 to November 30, 2008 and comparable periods in 2007
We reported no revenues during nine month period March 1, 2008 to November 30, 2008 compared to nil during nine month period ended November 30, 2007.
For the nine months ended November 30, 2008 our operating expenses were $47,482 compared to nil during the nine months ended November 30, 2007. The increase of $47,482 was due to cost amounting to $34,834 for writing the S-I Registration Statement, audit fees in the amount of $6,500, filing fees of $2,604, office and administration fees of $1,522 and interest expenses of $2,022.
For the nine-months ended November 30, 2008 we recognized a net loss from operations of $45,460 compared to a net loss of nil for the nine months ended November 30, 2007. The increased loss of $45,460 was due to administrative activities, corporate structuring, preparing the S-1 registration Statement and preparation for filing a 15C211 with FINRA to obtain a trading symbol for the Company.
During the Period from Incorporation April 2, 2007 to November 30, 2008 we recognized net losses from operations of $65,983 for organization expenses of $5,000, office and administration expenses of $4,171, legal and consulting amounting to $44,834, audit fees of $6,500, and filing fees of $2,604.
At November 30, 2008 we had working capital of -$28,236 compared to working capital of $19,246 at February 29, 2008. At November 30, 2008 our total assets consisted of cash of $2,138, and capital assets of $25,253. This compares with total assets at February 29, 2008 consisting of cash of $97,098, and capital assets of $25,253.
At November 30, 2008, our total current liabilities amounting to $30,374, all due to related party loans, compared to total liabilities at February 29, 2008 amounting to $77,852, all due to related parties.
Cash on hand is currently our only source of liquidity. We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future.
Our short and long-term survival is dependent on additional related party loans, which at this time no arrangements are in place, and/or funding from sales of securities, as necessary.
Off-Balance Sheet Arrangements
We currently do not have any off-balance sheet arrangements.
ITEM 3
CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Security and Exchange Commission's rules and forms.
There has been no change in our internal control over financial reporting during the current quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGALPROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On May 27, 2008 our Registration Statement on Form S-1, commission file number 333-150463, became effective and qualified under Rule 144 for the sale of 600,000 shares of the Company’s common sold in accordance with the requirements of Section 4(2) offering under the Securities Act of 1933, as amended and Rule 506 promulgated thereunder. The offering was fully subscribed by February 25, 2008 raising a total of $60,000. There were no underwriters for this offering.
The following table notes the use of proceeds for actual expenses incurred for our account from February 25, 2008 to November 30, 2008
| 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 30thday of December 2008.
Resource Group, Inc
Date: December 31, 2008
By:/s/ James P Geiskopf
Name: James P Geiskopf
Title: President/Chief Executive Officer and Director
Date: December 31, 2008
By:/s/ Ken Greenlaw
Name: Ken Greenlaw
Title: Secretary, Treasurer, Chief Financial Officer, Principal Financial Officer and Director
