FORWARD LOOKING STATEMENTS

Some of the statements contained in this Form 10-Q that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-Q, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events.

All written forward-looking statements made in connection with this Form 10-Q that are attributable to us or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

The safe harbors of forward-looking statements provided by the Securities Litigation Reform Act of 1995 are unavailable to issuers not subject to the reporting requirements set forth under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. As we have not registered our securities pursuant to Section 12 of the Exchange Act, such safe harbors set forth under the Reform Act are unavailable to us.

OVERVIEW

Continental Resources Group, Inc. ("we" or the "Company") formerly American Energy Fields, Inc. was incorporated as Sienna Resources, Inc. in the State of Delaware on July 20, 2007 to engage in the acquisition, exploration and development of natural resource properties. On December 21, 2009, we had filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware in order to change our name to "American Energy Fields, Inc.", change our authorized capital to 200,000,000 shares of common stock, par value $0.0001 per share, and 25,000,000 shares of preferred stock, par value $0.0001 per share and create "blank check" preferred stock. On June 28, 2011, the Company changed its name to Continental Resources Group, Inc. from American Energy Fields, Inc.

On December 24, 2009, we had entered into a share exchange agreement with Green Energy Fields, Inc., a privately-held Nevada corporation ("Green Energy") and the shareholders of Green Energy, which had caused Green Energy to become our wholly-owned subsidiary. Green Energy was formed on November 23, 2009.

Our principal executive offices are located at 3266 W. Galveston Drive, Suite 101 Apache Junction, Arizona 95120. Our telephone number is 480-288-6530.

On July 22, 2011, the Company, Pershing Gold Ltd ("Pershing") and Continental Resources Acquisition Sub, Inc., Pershing's wholly owned subsidiary ("Acquisition Sub"), had entered into an asset purchase agreement the ("Agreement") pursuant to which Acquisition Sub purchased substantially all of the assets of the Company (the "Asset Sale") in consideration for (i) shares of Pershing's common stock (the "Shares") which was equal to eight (8) Shares for every ten (10) shares of the Company's common stock outstanding; (ii) the assumption of the outstanding warrants to purchase shares of the Company's common stock such that Pershing delivered to the holders of the Company's warrants, warrants to purchase shares of Pershing's common stock (the "Warrants") which was equal to one Warrant to purchase eight (8) shares of Pershing's common stock for every warrant to purchase ten (10) shares the Company's common stock outstanding at an exercise price equal to such amount as is required pursuant to the terms of the outstanding warrants, and (iii) the assumption of the Company's 2010 Equity Incentive Plan and all options granted and issued thereunder such that Pershing delivered to the Company's option holders, options (the "Options") to purchase an aggregate of such number of shares of Pershing's common stock issuable under Pershing's equity incentive plan which was equal to one option to purchase eight (8) shares of Pershing's common stock for every option to purchase ten (10) shares of the Company's common stock outstanding with a strike price equal to such amount as is required pursuant to the terms of the outstanding option. The exercise price of the Warrants and the strike price and Options was determined and certified by an officer of Pershing. Upon the closing of the Asset Sale, Acquisition Sub had assumed certain liabilities of the Company. The Asset Sale is intended to be tax-free for federal income tax purposes and constitutes a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

Under the terms of the Agreement, Pershing had purchased from the Company substantially all of the Company's assets, including, but not limited to, 100% of the outstanding shares of common stock of the Company's former wholly-owned subsidiaries (Green Energy Fields, Inc., and ND Energy, Inc.). After giving effect to the foregoing, Pershing had issued 76,095,214 shares of its common stock, 41,566,999 of its stock warrants, and 2,248,000 of its stock options following the transaction. Consequently, the issuance of 76,095,214 shares of Pershing's common stock accounted for approximately 67% of the total issued and outstanding stocks of Pershing as of July 22, 2011 and we had become the Parent Company of Pershing.

Under the terms of the Agreement Pershing acquired from the Company:

(i) state leases and federal unpatented mining claims and other rights to exploration, as owned as of the date hereof; all stock in subsidiaries, membership, joint venture, partnership and similar interests and claims, all royalty rights and claims, and all deposits, prepayments and refunds;

(ii) all contracts;

(iii) all cash and cash equivalents;

(iv) all accounts or notes receivable held by the Company;

(v) all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, price lists, distribution lists, supplier lists, sales material and records;

(vi) all furniture, fixtures, equipment, machinery, tools, office equipment, supplies, computers and other tangible personal property;

(vii) all rights, claims and causes of action against third parties resulting from or relating to the operation of the Company's business and the assets purchased under the Agreement prior to the date of closing, including without limitation, any rights, claims and causes of actions arising under warranties from vendors, patent or trademark infringement claims, insurance and other third parties and the proceeds thereof; and

(viii) all Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against past, present, and future infringements thereof, and rights to protection of past, present, and future interests therein under the laws of all jurisdictions

A majority of the stockholders of the Company approved the Agreement by written consent on or about July 21, 2011. There can be no assurance that the transaction will be tax free to any particular stockholder or the ability or timing of receipt of all approvals necessary to liquidate. The Agreement constitutes a plan of reorganization within the meaning of Treasury Regulations
Section 1.368-2(g) and constitutes a plan of liquidation of the Company. The Company is expected to liquidate on or prior to July 1, 2012. Pershing has agreed to file a registration statement under the Securities Act in connection with liquidation of the Company no later than thirty (30) days following the later of the closing date of the Asset Sale or such date that the Company delivers to Pershing its audited financial statements for the fiscal year ended March 31, 2011. The Company will subsequently distribute the registered shares to our shareholders as part of its liquidation. Pershing agreed to use its best efforts to cause such registration to be declared effective within twelve months following the closing date of the Asset Sale. Pershing has agreed to pay liquidated damages of 1% per month, up to a maximum of 5%, in the event that Pershing fails to file or is unable to cause the registration statement to be declared effective.

Between January 2012 and February 2012, Pershing issued shares of its common stock resulting in the reduction of our ownership interest below 50%. Accordingly, we no longer have a controlling financial interest in Pershing. Effective February 9, 2012, our ownership interest was reduced to 48.5% and, as of March 31, 2012, our ownership was further reduced to 42.23%. Consequently, we were required to deconsolidate Pershing in accordance with ASC 810-10-40 "Deconsolidation of a Subsidiary" and recorded our retained non-controlling investment in Pershing at fair value at the date of deconsolidation. We have determined that the fair value of the retained non-controlling investment in the former subsidiary is the difference between Pershing's net assets and non-controlling interest on the date of deconsolidation and thus, we did not record any gain or loss from deconsolidation. After the deconsolidation, as of March 31, 2012, we owned 42.23% of Pershing and accounted such investment under the equity method. As a result, the unaudited consolidated financial statements included the accounts of the Company and its former subsidiary, Pershing, from July 22, 2011 until February 8, 2012.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Significant estimates made by management include, but are not limited to, the useful life of property and equipment, the fair values of certain promotional contracts and the assumptions used to calculate fair value of options granted and common stock issued for services.

Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial statements.

Principles of Consolidation

The unaudited consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). The unaudited consolidated financial statements included the accounts and operating results of the Company and its former subsidiary, Pershing, until February 8, 2012. In the preparation of the unaudited consolidated financial statements of the Company, intercompany transactions and balances were eliminated and net earnings were reduced by the portion of the net earnings of subsidiaries applicable to non-controlling interests.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the 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. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to investment tax credits, bad debts, income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates made by management included, but were not limited to, the useful life of property and equipment, the assumptions used to calculate stock-based compensation, derivative liability, and debt discount, capitalized mineral rights, asset valuations, and common stock issued for services.

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the "measurement date." The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

Property and Equipment

Property and equipment were carried at cost. The cost of repairs and maintenance was expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation was calculated on a straight-line basis over the estimated useful life of the assets, generally three to twenty five years.

Mineral Property Acquisition and Exploration Costs

Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company has chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once the Company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized, using the units-of-production method over the estimated life of the probable-proven reserves. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed.

ASC 930-805, states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 805. ASC 805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, our direct costs to acquire mineral rights were initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims. If proven and probable reserves are established for the property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve. For mineral rights in which proven and probable reserves have not yet been established, we assess the carrying values for impairment at the end of each reporting period and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Long-Lived Assets

We review for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, "Impairment or Disposal of Long-Lived Assets". We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value.

Equity Method Investment

We have accounted for the investments in accordance with ASC 970-323 as an equity method investment. Investments in less than 50% interest in the voting securities of the investee company in which we have significant influence are accounted for using the equity method of accounting. Investment in equity investee is increased by additional investments and earnings and decreased by dividends and losses. We review such Investment in equity investee for impairment whenever events and circumstances indicate a decline in the recoverability of its carrying value.

Recent Accounting Pronouncements

In September 2011, the FASB issued ASU No. 2011-08 - Intangibles - Goodwill and Other (ASC Topic 350) - Testing of Goodwill for Impairment. This ASU simplifies how entities test goodwill for impairment. The amendments under this ASU permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If an entity concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it would not be required to perform the two-step impairment test for that reporting unit. This ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. This update does not have a material impact on the Company's consolidated financial statements.

On December 31, 2011, the FASB issued ASU No. 2011-11, "Disclosures about Offsetting Assets and Liabilities", which requires new disclosures about balance sheet offsetting and related arrangements. For derivatives and financial assets and liabilities, the ASU requires disclosure of gross asset and liability amounts, amounts offset on the balance sheet, and amounts subject to the offsetting requirements but not offset on the balance sheet. The ASU is effective for annual reporting periods beginning on or after January 1, 2013. The Company is currently evaluating the impact, if any, that these updates will have on its financial condition, results of operations and cash flows. This update is not expected to have a material impact on the Company's consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

RESULTS OF OPERATIONS

Our business began on November 23, 2009. We are still in our exploration stage and have generated no revenues to date. As a result of the deconsolidation of Pershing on February 9, 2012, the unaudited consolidated financial statements included the accounts of the Company and our former subsidiary, Pershing, from July 22, 2011 until February 8, 2012.

Three months ended March 31, 2012 compared to three months ended March 31, 2011

We incurred operating expenses of $2,228,440 for the three months ended March 31, 2012 as compared to $5,386,365 for the three months ended March 31, 2011. The overall decrease of $3,157,925 in operating expenses is primarily attributable to the impairment of mining rights of $444,200 and impairment of goodwill during the prior period as compared to none during the three months ended March 31, 2012. These expenses primarily consisted of general expenses, exploration costs, compensation, consulting and professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our financial disclosure reports with the U.S. Securities and Exchange Commission. Operating expenses during the three months ended March 31, 2012, includes operating expenses incurred by Pershing from January 1, 2012 to February 8, 2012. We expect operating expenses to decrease for the remainder of our current fiscal year due to the deconsolidation of our former subsidiary, Pershing, on February 9, 2012. The operating expenses consisted of the following:

                                    For the Three       For the Three months
                                     Months Ended               Ended
                                    March 31, 2012         March 31, 2011
Exploration costs                  $        690,483     $              64,586
Professional fees                           171,961                    99,963
Advertising and marketing                         -                    30,485
Compensation and related taxes              697,890                   189,253
Consulting fees                             529,824                 1,199,486
Impairment of goodwill                            -                 3,065,014
Impairment of mineral rights                      -                   444,200
Rent                                          3,000                    22,715
Travel and related expenses                  12,747                    74,182
Depreciation                                 80,518                     2,962
Other general and administrative             42,017                   193,519
 Total                             $      2,228,440     $           5,386,365

• Exploration costs: For the three months ended March 31, 2012, exploration costs were $690,483, an increase of $625,897, as compared to $64,586 during the three months ended March 31, 2011, which includes costs of lease, exploration, carrying and retaining unproven mineral lease properties. The increase is primarily attributable to exploration costs incurred for the Red Rock Mineral Property, the North Battle Mountain Mineral Prospect, and Relief Canyon Mine by our former subsidiary, Pershing, during the three months ended March 31, 2012. The Company has chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage.

• Professional fees: For the three months ended March 31, 2012, professional fees were $171,961 which includes fees incurred for audits and legal fees related to public company filing requirements compared to $99,963 for the three months ended March 31, 2011. The overall increase of $71,998 for the three months ended March 31, 2012 in professional fees is primarily attributable to an increase in accounting, auditing and legal fees related to public company filing requirements and due to the fact that we were in our early stages of our operations during the prior period. Additionally, we paid management fee of $11,395 during the three months ended March 31, 2012 to MJI Resource Management Corp. for the purpose of performing management, operations, legal, accounting, and resource location services.

• Compensation expense and related taxes:
Compensation expense includes salaries and stock-based compensation to our employees. For the three months ended March 31, 2012, compensation expense and related taxes were $697,890 as compared to $189,253 for the three months ended March 31, 2011. This includes the recognition of stock-based compensation expense of $181,698 for the three months ended March 31, 2012 which is attributable to stock options granted by Pershing to its officers and employees. The overall increase in compensation of $508,637 during the three months period ended is also primarily attributable to the increase in full time employees associated with our former majority owned subsidiary, Pershing.

• Consulting fees: For the three months ended March 31, 2012, we incurred consulting fees of $529,824 as compared to $1,199,486 for the three months ended March 31, 2011. The overall decrease in consulting fees of $669,662 during the three months ended March 31, 2012 is primarily attributable to the decrease in issuance of our common stock and stock warrants for services rendered to consultants as compared to the three months ended March 31, 2011. The decrease is also primarily attributable to a decrease in investor relations expense of approximately $217,000 during the three months ended March 31, 2012.

• Rent: For the three months ended March 31, 2012, we incurred rent of $3,000 as compared to $22,715 during the three months ended March 31, 2011, which were primarily attributable to rental fees of our principal executive offices in Apache Junction, Arizona. The decrease in rent expense of $19,715, during the three months periods, is primarily attributable to the decrease of our monthly office rent in October 2011.

• Travel and related expenses: Travel expenses decreased to $12,747 during the three months period March 31, 2012, from $74,182 during the three months ended March 31, 2011 due to the decrease in conference campaign and business development related travel.

• Depreciation expense: For the three months ended March 31, 2012, depreciation expense was $80,518 as compared to $2,962 for the three months prior period. The overall increase in depreciation expense of $77,556 during the three months ended March 31, 2012, is primarily attributable due to the increase in depreciation of our property and equipment as a result of the acquisition of the Relief Canyon Mine by our former subsidiary, Pershing.

• Impairment of mineral rights: Impairment of mineral rights was $0 and $444,200 for three months ended March 31, 2012 and for the fiscal three months ended March 31, 2011, respectively. We recognized an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. Management has performed an impairment analysis as of March 31, 2011 and determined such cost is not recoverable and exceeds fair value.

• Impairment of goodwill: For the fiscal three months ended March 31, 2011, we recorded an impairment of goodwill of $3,065,014 associated with the acquisition of Secure Energy. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. Secure . . .