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
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
| 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
| 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
| 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
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
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
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
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 43-101Standards 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.
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.
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
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
| 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.
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 Lorenz
Name: Larry Lorenz
Title: President/Chief Executive Officer and Director
Date: July 13, 2009
By:/s/ Thomas Crom
Name: Thomas Crom
Title: Secretary, Chief Financial Officer, Principal Financial Officer and Director
