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EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - Theron Resource Groupexhibit32-1.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (the “Exchange Act”)

For the quarterly period ended FEBRUARY 29, 2012

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _______ to _______

Commission file number: 000-53845

THERON RESOURCE GROUP
(Exact name of small business issuer in its charter)

Wyoming 26-0665325
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)  
   
Room 318, Peninsula Centre, 67 Mody Road  
Kowloon, Hong Kong N/A
(Address of principal executive offices) (Zip Code)

Issuer’s telephone number: (888) 755-9766

Securities Registered Under Section 12(b) of the Exchange Act: None

Securities Registered Under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
(Title of class)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 [   ]

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

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer or a smaller reporting Corporation.

Large accelerated filer [   ] Accelerated filer [   ]
Non-accelerated filer [   ] Smaller reporting Corporation  [ x ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 7,900,000 shares of Common Stock as of the date of this periodic report. The aggregate market value of the of the voting stock held by non-affiliates of the issuer as of the date of this report was approximately $1,729,400 based on the last reported sales price on the OTC Bulletin Board. We do not have any authorized, issued or outstanding non-voting common stock.

Transitional Small Business Format.
Yes [   ] No [ x ]


PART I – FINANCIAL INFORMATION

 Item 1. Financial Statements

Theron Resource Group
(an Exploration Stage Company)
Balance Sheets
February 28, 2012

    Nine Months     Nine Months        
    ended     ended        
    February 29, 2012     February 28, 2011     May 31, 2011  
    (Unaudited)     (Unaudited)     (Audited)  
Assets                  
                   
Current assets                  
     Cash and cash equivalents $  78   $  109   $  12,933  
     Prepaid expenses   0     0     2,750  
                   
             Total Assets   78     109     15,683  
                   
Liabilities and Stockholders' Equity                  
                   
Current liabilities                  
     Accounts payable and accrued liabilities   7,913     3,380     3,500  
     Loan from shareholder   766     0     0  
     Promissory note payable   50,000     0     50,000  
     Interest due on promissory note payable   2,493     0     616  
     Due to related party   0     25,000     0  
                   
             Total liabilities   61,172     28,380     54,116  
                   
Stockholders' equity                  
     Common stock, 500,000,000 shares authorized,
           par value $0.001, 7,900,000 shares issued and
           outstanding
 

7,900
   

7,900
   

7,900
 
     Additional paid-in capital   57,150     57,150     57,150  
     Other comprehensive loss   (222 )   (222 )   (222 )
     Deficit accumulated during the exploration stage   (125,922 )   (93,099 )   (103,261 )
             Total stockholders' equity   (61,094 )   (28,271 )   (38,433 )
                   
             Total liabilities and stockholders' equity $  78   $  109   $  15,683  

See accompanying notes to financial statements



Theron Resource Group
(an Exploration Stage Company)
Statements of Operations
(Unaudited)

                            For the period  
    Three months     Three months     Nine months     Nine months     April 11, 2006  
                                                                                          ended      ended      ended      ended      (date of inception)  
                                                                                         February 29,     February 28,     February 29,     February 28,     through   
                                                                                         2012     2011     2012     2011     February 29, 2012  
                               
Revenues  $     $  ---   $     $  ---   $  ---  
                               
Expenses                              
     Acquisition of mineral property interest   ---     ---     ---     ---     4,242  
     Mineral property exploration   ---     ---     ---     ---     20,082  
     Gain (Loss) on foreign exchange   1     (1 )   6     (3 )   95  
     Professional fees   1,264     1,168     3,630     3,230     42,196  
     Communications expense   ---     ---     ---     ---     4,287  
     Office expenses   36     46     599     119     8,061  
     Travel and entertainment   ---     ---     1,775     839     10,603  
     Transfer agent   600     600     1,800     1,890     9,015  
     Interest accrued on promissory note   623           1,877           2,492  
     Filing fees   ---     600     12,973     1,697     24,799  
     Other services   ---     ---     ---     ---     50  
                               
          Total expenses   2,524     2,413     22,660     7,772     125,922  
                               
Net loss  $  (2,524 ) $  (2,413 $ (22,660 ) $  (7,772 ) $  (125,922 )
                               
Basic and diluted loss per common share $  (0.00 ) $  (0.00 ) $  (0.00 ) $  (0.00 )      
                               
Weighted average number of common shares used in per share calculations   7,900,000     7,900,000     7,900,000     7,900,000      

See accompanying notes to financial statements



Theron Resource Group
(an Exploration Stage Company)
Statement of Changes in Stockholders' Equity
(Unaudited)

                            Deficit        
                            accumulated         
    Common            Additional      Other     during the      Total  
    shares     Common     paid-in     Comprehensive     exploration     stockholders'  
    outstanding     stock     capital     Loss     stage     equity  
Common shares issued for cash   6,900,000     6,900     8,100     ---     ---     15,000  
Contributed services   ---     ---     50     ---     ---     50  
Currency exchange loss   ---     ---     ---     (222 )   ---     (222 )
Net loss for the period April 11, 2006 (inception) to May 31, 2007   ---     ---     ---     ---     (14,774 )   (14,774 )
                                     
BALANCE, MAY 31, 2007   6,900,000     6,900     8,150     (222 )   (14,774 )   54  
Net los for the year                           (18,165 )   (18,165 )
BALANCE, MAY 31, 2008   6,900,000     6,900     8,150     (222 )   (32,939 )   (18,111 )
Common shares issued for cash   1,000,000     1,000     49,000     ---     ---     50,000  
Net Loss for the year    ---     ---     ---     ---     (35,834 )   (35,834 )
BALANCE, MAY 31, 2009   7,900,000     7,900     57,150     (222 )   (68,773 )   (3,945 )
Net Loss for the year   ---     ---     ---     ---     (16,555 )   (16,555 )
BALANCE, MAY 31 2010   7,900,000     7,900     57,150     (222 )   (85,328 )   (20,500 )
Net Loss for the year   ---     ---     ---     ---     (17,933 )   (17,933 )
BALANCE, May 31, 2011   7,900,000     7,900     57,150     (222 )   (103,261 )   (38,433 )
Net Loss for the nine months ended February 29, 2012   ---     ---     ---     ---     (22,660 )   (22,660 )
BALANCE, FEBRUARY 29, 2012   7,900,000     7,900     57,150     (222 )   (125,922 )   (61,094 )

See accompanying  notes to financial  statements



Theron Resource Group
(an Exploration Stage Company)
Statements of Cash Flows
(Unaudited)

                            For the period  
    Three months     Three months     Nine months     Nine months     April 11, 2006  
    ended     ended     ended     ended     (date of inception)  
    February 29,     February 28,     February 29,     February 28,     through   
    2012     2011     2012     2011     February 29, 2012  
                               
Cash flows used for operating activities                              
Net loss $  (2,524 ) $  (2,413 ) $  (22,660 $ (7,772 ) $  (125,922 )
Adjustments to reconcile net loss to net cash provided by operating activities:                    
     Contributed services   0     0     0     0     50  
     Other comprehensive loss   0     0     0     0     (222 )
Changes in operating assets and liabilities                              
    ( Increase) decrease in prepaid expenses   0     0     2,750     0     0  
     Increase in interest accrued on promissory note   623           1,877     0     2,493  
     Increase (decrease)  in accounts payable & accrued liabilities   1,864     2,155     4,412     (1,119 )   7,913  
                               
Cash flows used for operating activities   (37 )   (258 )   (13,621 )   (8,891 )   (115,688 )
                               
Cash flows from financing activities                              
     Promissory note payable   0     0     0     0     50,000  
     Advances (payments) from (to) related party   0     0     0     7,000     0  
     Advances (repayments) from (to) shareholder   0     0     766     0     766  
     Proceeds from issuance of common stock   0     0     0     0     65,000  
                               
Cash flows from financing activities   0     0     766     7,000     115,766  
                               
Increase in cash and cash equivalents   (37 )   (258 )   (12,855 )   (1,891 )   78  
                               
Cash and cash equivalents - Beginning of period   115     367     12,933     2,000     0  
                               
Cash and cash equivalents - End of period $  78   $  109   $  78   $  109   $  78  
                               
Supplemental Disclosures regarding cash flows                              
     Interest paid $  ---   $  ---   $  ---   $  ---   $ ---  
     Income taxes paid   ---     ---     ---     ---     ---  
                               
Non-cash financing activities                              
     Paid in capital from contributed services   ---     ---     ---     ---     50  

See accompanying notes to financial statements



THERON RESOURCE GROUP
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 29, 2012

Note 1 – Nature of Operations

Theron Resource Group (the “Company” or “Theron”) was incorporated under the laws of the State of Wyoming on April 11, 2006. It is a start-up, exploration stage corporation which has an option agreement to acquire, through a two-phase exploration program, a property in south-western British Columbia, Canada, consisting of nine claim blocks covering 4,380 acres. Our business plan is to proceed with initial exploration of the claims to determine if there are commercially exploitable deposits of gold. If gold exists on the claims we will determine if it can be economically extracted and profitably processed.

Theron is an “exploration stage company” and is subject to compliance with ASC (Accounting Standards Codification) Topic “Accounting and Reporting by Development Stage Companies”. We are devoting our resources to establishing the new business of which only the first phase of exploration has been completed and on which operations have not yet commenced; accordingly, no revenues have been earned from April 11, 2006 (date of inception), to February 29, 2012.

Note 2 – Basis of Presentation and Going Concern

The Company’s accounting and reporting policies conform to accounting principles generally accepted in the United States of America applicable to exploration stage enterprises. The functional currency is the United States dollar, and the financial statements are presented in United States dollars.

The condensed financial statements presented herein have been prepared by the Company in accordance with the accounting policies in its audited financial statements for the period April 11, 2006 (inception), through May 31, 2011, as filed in its Form 10-K Report dated August 29, 2011, and should be read in conjunction with the notes thereto.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim period presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.

Theron’s financial statements at February 29, 2012, have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. We incurred a loss of $22,660 for the nine month period ended February 29, 2012, and a loss of $125,922 for the period from April 11, 2006 ( inception), through February 29, 2012. In addition, the Company has not generated any revenues and no revenues are anticipated until we begin removing and selling gold; there is no assurance that a commercially viable deposit exists on the mineral claims that we have under option. These conditions raise substantial doubt as to our ability to continue as a going concern.

Management’s plan to support the Company in its operations and to maintain its business strategy is to raise funds through public offerings and to rely on officers and directors to perform essential functions with minimal compensation. If we do not raise all of the money we need from public offerings, we will have to find alternative sources, such as a private placement of securities or loans from our officers, directors or others. If we require additional cash and can’t raise it, we will either have to suspend operations or cease business entirely.

The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.



THERON RESOURCE GROUP
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 29, 2012

Note 3 – Summary of Significant Accounting Policies

Cash and cash equivalents

For purposes of the statement of cash flows, Theron considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Mining exploration costs

The Company is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisitions are initially capitalized as tangible assets when purchased in accordance with FASB ASC 805-20-55-37. At the end of each fiscal quarter, the Company assesses the carrying costs for impairment. If proven and probable reserves are established for a 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 proven and probable reserves. Mineral property exploration costs are expensed as incurred.

As of February 29, 2012, the Company has not established any proven or probable reserves on its mineral properties and has incurred no acquisition or exploration costs.

Reclamation costs

We are subject to the Canadian Mineral Tenure Act Regulations, the British Columbia Mineral Exploration Code and the Ministry of Energy and Mines of British Columbia. Before commencing the exploration program, a permit must be obtained from the District Inspector, a provincial government agent. Further, we are required to reclaim the mining claim after the exploration program is completed, including removing any garbage, fuel drums, cleaning any spills, and filling in any open trenches.

The Health, Safety and Reclamation Code (“the Code”) for mines in British Columbia deals with environmental matters relating to the exploration of mining properties. The Code’s goals are to protect the environment through a series of regulations affecting health, safety, archaeological sites and exploration access. Theron is responsible to provide a safe working environment, not disrupt archaeological sites, and to conduct its activities to prevent unnecessary damage to the property. Upon abandonment of the property, all holes, pits and shafts will be sealed. It is difficult to estimate the full costs of the compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start operations. We will record a liability for the estimated costs to reclaim the mined land by recording charges to production costs for each unit of gold mined over the life of the mine. The amount to be charged will be based on management’s estimate of reclamation costs to be incurred. The accrued liability will be reduced as reclamation expenditures are made. Certain reclamation work will be performed concurrently with mining and these expenditures are charged to operations as incurred.

Use of estimates

In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses in the statement of operations. Actual results could differ from those estimates.

Fair value of financial instruments and derivative financial instruments

SFAS No. 107 “Disclosures About Fair Value of Financial Instruments” define the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of cash and current liabilities approximate fair value due to the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates.



THERON RESOURCE GROUP
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 29, 2012

Note 3 – Summary of Significant Accounting Policies (continued)

We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.

Income taxes

The Company adopted ASC Topic “Accounting for Income Taxes” as of inception. We recognize deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not.

The Corporation currently has no issues that create timing differences that would mandate deferred tax expense. Net operating losses would create possible tax assets in future years. Due to the uncertainty as to the utilization of net operating loss carry forwards, a valuation allowance has been made to the extent of any tax benefit that net operating losses may generate.

No provision for income taxes has been recorded due to the net operating loss carry forwards totalling $125,922 as of February 29, 2012, that will be offset against future taxable income. The available net operating loss carry forwards expire in various years through 2030. No tax benefit has been reported in the financial statements because the Corporation believes there is a 50% or greater chance the carry forwards will expire unused.

Basic and diluted net loss per share

We compute net income (loss) per share in accordance with ASC Topic “Earnings per Share”. The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the “as if converted” basis. For the nine-month period ended February 29, 2012, and for the period April 11, 2006 (inception), through February 29, 2012, there were no potential dilutive securities.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. We place our cash with high quality financial institutions and at times may exceed the FDIC insurance limit.

Special purpose entities

Theron does not have any off-balance sheet financing activities.

Impairment or Disposal of Long-Lived Assets

In August 2001, ASC Topic “Accounting for the Impairment or Disposal of Long-Lived Assets” was issued. FAS 144 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to their estimated fair value based on the best information available.



THERON RESOURCE GROUP
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 29, 2012

Note 3 – Summary of Significant Accounting Policies (continued)

Stock Based Compensation

We account for our stock-based compensation in accordance with ASC Topic “Share-Based Payment” and recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. We did not grant any new employee options and no options were cancelled or exercised during the quarter period ended February 29, 2012. As of February 29, 2012, there were no options outstanding.

Business segments

ASC Topic “Disclosures About Segments of an Enterprise and Related Information” establishes standards for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. We have evaluated the requirements of this Topic and determined that it is not applicable to our operations.

Start-up expenses

Theron adopted ASC Topic “Reporting the Costs of Start-up Activities” which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in general and administrative expenses for the period from April 11, 2006 (inception), through February 29, 2012.

Foreign currency translation

Our functional and reporting currency is the United States dollar and our financial statements are translated to United States dollars in accordance with ASC Topic “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

Recently issued accounting pronouncements

In June 2009, ASC Topic “The FASB Accounting Standards Codification(TM) and the Hierarchy of Generally Accepted Accounting Principles – A Replacement of FASB Statement No. 162” was issued. This standard establishes the FASB Accounting Standards Codification(TM) (the "Codification") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with US GAAP. The Codification does not change current US GAAP, but is intended to simplify user access to all authoritative US GAAP by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for interim and annual periods ending after September 15, 2009, and as of the effective date, all existing accounting standard documents were superseded. The Codification was effective in the second quarter of the year ending May 31, 2009, and accordingly, all subsequent public filings reference the Codification as the sole source of authoritative literature.

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on December 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.



THERON RESOURCE GROUP
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 29, 2012

Note 3 – Summary of Significant Accounting Policies (continued)

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on December 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.

In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of supplementary pro forma information for business combinations.” This update changes the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

In April 2010, the FASB issued ASU 2010-13, "Compensation—Stock Compensation (Topic 718) - Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades (A consensus of the FASB Emerging Issues Task Force)" (“ASU 2010-13”). ASU 2010-13 clarifies that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, such an award should not be classified as a liability if it otherwise qualifies as equity. This clarification of existing practice is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010, with early application permitted. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

In February 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-09, which amends the Subsequent Events Topic of the Accounting Standards Codification (ASC) to eliminate the requirement for public companies to disclose the date through which subsequent events have been evaluated. The Company will continue to evaluate subsequent events through the date of the issuance of the financial statements, however, consistent with the guidance, this date will no longer be disclosed. The Company does not expect the adoption of this guidance to have a material impact on the Company’s consolidated financial statements, financial condition or liquidity.



THERON RESOURCE GROUP
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 29, 2012

Note 3 – Summary of Significant Accounting Policies (continued)

In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. ASU No. 2010-06 amends ASC 820 and clarifies and provides additional disclosure requirements on the transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons for and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). Other than requiring additional disclosures, adoption of this new guidance will not have a material impact on our financial statements.

Note 4 – Common stock transactions

Activity for the period April 11, 2006 (inception) to May 31, 2006

On April 20, 2006, we issued 6,000,000 shares of common stock at a price of $0.001 per share to our founder for $6,000 in cash.

 

Activity for the period June 1, 2006 to May 31, 2007
 

On November 30, 2006, we issued 900,000 shares at a price of $0.01 per share for cash of $9,000.

 

Activity for the period June 1, 2007 to May 31, 2008

During April and May, 2008, Theron received $41,500 and had a subscription receivable in the amount of $8,500 for the issuance of 1,000,000 shares of common stock subscribed for at a price of $0.05 per share pursuant to our SB-2 registration statement dated October 11, 2007, and three selling shareholders resold 900,000 shares between December 23, 2007 and May 31, 2008. All of the 1,900,000 shares so issued or resold were issued or resold prior to the declaration of an effective date for the SB-2 registration statement under our mistaken assumption that the it had become effective through the passage of time. On April 3, 2009, under an S-1 rescission offering registration statement we offered to rescind a total of 1,900,000 shares of common stock issued or sold by the selling shareholders (Note 5).

 

Activity for the period June 1, 2008 to May 31, 2009
 

Received $8,500 from the common stock subscriptions receivable at March 31, 2008.

 

Activity for the period June 1, 2009 to May 31, 2010
 

No shares were issued during the period.

 

Activity for the period June 1, 2010 to May 31, 2011
 

No shares were issued during the period.

 

Activity for the period June 1, 2011 to February 29, 2012
 

No shares were issued during the period.

Note 5 – Common Stock Subject to Rescission

During April and May, 2008, Theron received $41,500 and had a subscription receivable in the amount of $8,500 for 1,000,000 common shares at a price of $0.05 per share subscribed for under the Company’s SB-2. In addition, between December, 2007 and May, 2008, the selling shareholders as indicated in the SB-2 offering sold 900,000 shares to three new shareholders. All of the 1,900,000 shares issued or resold were sold prior to the declaration of an effective date for our SB-2 registration statement filed on October 05, 2007, under our mistaken assumption that the registration statement had become effective through the passage of time. All of the subscribers were informed of the situation.



THERON RESOURCE GROUP
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 29, 2012

Note 5 – Common Stock Subject to Rescission (continued)

On April 3, 2009, under an S-1 rescission offering registration statement we offered to rescind a total of 1,900,000 shares of common stock issued or sold by the selling shareholders under its October, 2007, SB-2 registration statement. These shares represented all of the SB-2 shares issued (1,000,000) and the shares (900,000) sold by the selling shareholders for which a purchaser could claim a rescission right. The rescission offer was intended to address the Company’s rescission liability relating to its federal and state securities laws compliance issues by allowing the holders of the shares covered by the rescission offer to rescind the underlying securities transactions and sell those securities back to the Company or recover damages, as the case may be. The rescission statement became effective on April 13, 2009, and closed on May 14, 2009, with no shareholder accepting the offering, i.e., tendering their shares for repurchase. As of the date of this report, Theron has 7,900,000 shares of common stock issued and outstanding.

Note 6 – Related party transactions

Officers contributed administrative services to the Company for most periods to May 31, 2008. The time and effort was recorded in the accompanying financial statements based on the prevailing rates for such efforts, which equaled $50 per hour based on the level of services performed. The services are reported as contributed administrative support with a corresponding entry to additional paid-in capital.

We issued a total of 6,000,000 shares of restricted common stock in April, 2006 to our director for $6,000 ($0.001 per share) as founder shares. (Note 4).

Note 7 - Notes payable

On March 3, 2011, the Company obtained a $50,000 loan from an unrelated party. The loan is evidenced by a note payable dated March 3, 2011, bearing interest at 5% per annum. The note payable plus accrued interest is due on March 3, 2012; as of the date of this report no demand has been for repayment and we continue to accrue interest payable against the note. The funds were used to repay all outstanding shareholder loans and accounts payable and to provide working capital through February 29, 2012. During the quarter ended February 29, 2012, the Company accrued $623 in interest payable under the note.

The Company shall have the right to prepay without penalty all or any part of the unpaid balance of this Promissory Note (the ''Note'') at any time. The Company shall not be entitled to re-borrow any prepaid amounts of the principal or other costs or charges. The entire unpaid principal amount of this Note will become immediately due and payable at the option of Holder upon any of the following (the "Acceleration Date"): (i) the Company ceases to carry on business on a regular basis or enters into an agreement to sell substantially all of its assets or an agreement whereby it merges into, consolidates with or is acquired by any other business entity; or (ii) the Company makes any assignment for the benefit of its creditors, makes any election to wind up or dissolve or becomes unable to pay its debts as they mature, insolvent or the subject of any proceeding under any bankruptcy, insolvency or debtor's relief law.

Note 8 – Commitments

Under the terms of the Option to Purchase and Royalty Agreement, Theron must incur exploration expenditures on the George claims in the minimum amount of $20,000 by November 30, 2008, (paid) and an additional $40,000 by November 30, 2009, which has not been carried out due to the late receipt of an engineering report. In the event that the results of the development phases are unfavorable, the Company will terminate the option and will not be obligated to make any subsequent payments. We received an engineering report on the first phase project on July 15, 2010, and have spent some time reviewing it and its implications before determining future actions; we are currently seeking the funding required to carry out. The Vendor has verbally agreed not to terminate the option agreement until at least two years after the receipt of the engineering report on the phase I exploration work carried out in mid 2009; i.e., the Vendor will not terminate the agreement prior to July 15, 2012.



THERON RESOURCE GROUP
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 29, 2012

Note 8 – Commitments (continued)

Upon exercise of the option, we are required to pay the owner, commencing May 31, 2013, sum of $25,000 per annum, as prepayment of the net smelter royalty. The Vendor has verbally agreed to delay the requirement to pay the net smelter amount until at least one year after the receipt of the engineering report noted above.

Note 9 – Subsequent Events

There are no subsequent events reportable as of the date of the interim financial statements or the date of this report.


2

Item 2. Management’s Discussion and Analysis or Plan of Operation.

Cautionary Statement Regarding Forward-Looking Statements

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this report. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions or words which, by their nature, refer to future events.

In some cases, you can also identify forward-looking statements by terminology such as “may”, “will”, “should”, “plans”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section “Risk Factors” on page 4, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from future results, levels of activity, performance or achievements stated or implied by these statements.

As used in this quarterly report, the terms “we”, “us”, “our”, and “Theron” mean Theron Resource Group, unless otherwise indicated.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (“USD” or “US$” or “$”) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common shares” refer to the common shares in our capital stock.

Theron is an exploration stage Corporation. There is no assurance that commercially viable mineral deposits exist on the claim that we have under option. Further exploration will be required before a final evaluation as to the economic and legal feasibility of the claim is determined.

Foreign Currency and Exchange Rates

Dollar costs of Theron’s property acquisition and planned exploration costs are in Canadian Dollars. For purposes of consistency and to express United States Dollars throughout this report, Canadian Dollars have been converted into United States currency at the rate of US $1.00 being approximately equal to CA $1.00 which is the approximate average exchange rate during recent months and which is consistent with the incorporated financial statements for current or future periods. Where expenses have been incurred, Canadian Dollars have been converted into United States currency at the rate applicable on the date of the incurrence of the expense which is consistent with the incorporated financial statements.

 
 

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING FEBRUARY 29, 2012, SHOULD BE READ IN CONJUNCTION WITH THE CORPORATION’S FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-Q AND IN OUR ANNUAL REPORT FILED ON FORM 10-K.



3

Overview

We were incorporated in the State of Wyoming on April 11, 2006, as Theron Resource Group and established a fiscal year end of May 31. Our statutory registered agent's office is located at 1620 Central Avenue, Suite 202, Cheyenne, Wyoming 82001 and our business office is located at Room 318, Peninsula Centre, 67 Mody Road, Kowloon, Hong Kong; telephone (888) 755-9766. There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation. We are a start-up, exploration stage Corporation engaged in the search for gold. There is no assurance that a commercially viable mineral deposit, a reserve, exists on our claim or can be shown to exist until sufficient and appropriate exploration is done and a comprehensive evaluation of such work concludes economic and legal feasibility.

On February 21, 2007, we optioned a property containing nine mineral claim blocks in south-western B. C. by entering into an Option To Purchase And Royalty Agreement with Bryan Livgard, the beneficial owner, to acquire the claims by making certain expenditures and carrying out certain exploration work in accordance with the terms of the agreement.

If the results of phase I are not in our favour, we will terminate the option agreement and will not be obligated to make any subsequent payments. Similarly, if the results of phase II are unfavourable, we will terminate the option and will not be obligated to make any subsequent payments.

The phase I exploration program on the George property was completed on June 04, 2009, under the supervision of Egil Livgard, P. Eng., the author of the initial geological report and cost $20,000. The Assessment Report on the work carried out on the Claims was received on July 15, 2010, and called for a Phase II work program which will cost an estimated $155,000. We continue seeking financing for moving forward with the project; no decisions have yet been made and no expressions of interest in assisting with the financing have been received to date; at this juncture, we are not optimistic. In the interim, we are seeking other properties and projects of merit that may be easier to finance.

Theron is an exploration stage corporation. There is no assurance that a commercially viable deposit exists on the mineral claims that we have under option. Further exploration will be required before an evaluation as to the economic and legal feasibility of the claims is determined.

The reader of this periodic report is directed to our Form 10-K Report for May 31, 2011, dated August 29, 2011, for further discussion of the property, mineral exploration in Canada, maps, geology and other background information on the optioned property.

Our Proposed Exploration Program – Plan of Operation – Results of Operations

Our business plan continues to be proceeding with the exploration of the George mineral claims to determine if there are commercially exploitable deposits of gold and silver; however, we are seeking alternative opportunities to increase the value of the Corporation. We continue to seek the funding to carry out the planned phase II exploration program. The option agreement expired May 31, 2009, but the property owner has agreed not to terminate the option agreement prior to July 15, 2012.

Employees

Initially, we intend to use the services of subcontractors for manual labour exploration work and an engineer or geologist to manage the exploration program. Our only employee will be Liang Kwong Lim our senior officer and director.

At present, we have no employees, other than Mr. Liang; he does not have an employment agreement with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to employees.


4

Offices

Our offices are located at Room 318, Peninsula Centre, 67 Mody Road, Kowloon, Hong Kong and are provided to us by Liang Kwong Lim, a director and officer, without charge, but such arrangement may be cancelled at anytime without notice. Specific direct expenses incurred such as telephone and secretarial services are charged back to Theron on a quarterly basis.

Risk Factors

At present we do not know whether the claims contain commercially exploitable reserves of gold or any other valuable mineral. The proposed expenditures to be made by us in the exploration of the claim may not result in the discovery of commercial quantities of ore. Problems such as unusual or unexpected formations and other unanticipated conditions can be encountered in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

In order to complete future phases of our proposed exploration program we will need to raise additional funding. Even if the first phase of our exploration program is deemed to be successful there is no guarantee that we will be able to raise any additional capital in order to finance future phases.

The Vendor holds the mining rights to the claims which thereby gives him or his designated agent, the right to mine and recover all of the minerals contained within the surface boundaries of the lease continued vertically downward. Livgard has granted an option to Theron to allow us to explore, mine and recover any minerals on the claims.

Even if our exploration program is successful we may not be able to obtain commercial production. If our exploration is successful and commercial quantities of ore are discovered we will require a significant amount of additional funds to place the claim into commercial production. Should we be unable to raise additional funds we would be unable to see the claim evolve into an operating mine.

In order to complete future phases of exploration we will need to secure additional funding. Even if the first phase of our exploration program is deemed to be successful there is no guarantee that we will be able to raise any additional capital in order to finance future phases. Should we be unable to raise additional funding to complete future exploration, we would have to cease operations.

Results of Operations

Theron was incorporated on April 11, 2006; comparative periods for the three- and nine-month periods ended February 29, 2012, February 28, 2011, and April 11, 2006 (inception), through February 29, 2012, are presented in the following discussion.

Since inception, we have used our common stock and promissory notes or advances from our director to raise money for our optioned acquisition and for corporate expenses. Net cash provided by financing activities (less offering costs) from inception on April 11, 2006, to February 29, 2012, was $115,766 ($65,000 as a result of proceeds received from sales of our common stock, $50,000 under the terms of a promissory note with an arms-length party and a loan of $766 from a shareholder.

The Corporation did not generate any revenues from operations for the quarter ended February 29, 2012. To date, we have not generated any revenues from our mineral exploration business.

REVENUES

REVENUE – Gross revenue for the quarter ended February 29, 2012,was $0 and $0 for the same period in the previous fiscal year.

COMMON STOCK –Net cash provided by equity financing activities during the quarters and nine month periods ended February 29, 2012 and 2010, was nil ($0); $65,000 was received for the period from inception on April 11, 2006, through to and including February 29, 2012. No options or warrants were issued to issue shares at a later date in the most recent quarter.


5

EXPENSES

    Three mo.     Three mo.     Six mo.     Six mo.     Apr 11, 2006  
    ended     ended     ended     ended     (inception)  
    Feb. 29,     Feb. 28,     Nov. 30,     Nov. 30,     through  
    2012     2011     2011     2010     Nov. 30 2011  
Expense Item                              
 Acquisition of mineral property interest   ---     ---     ---     ---     4,242  
 Mineral property exploration   ---     ---     ---     ---     20,082  
 Loss (gain) on foreign exchange   1     (1 )   6     (3 )   95  
 Professional fees   1,264     1,168     3,630     3,230     42,196  
 Communications expense   ---     ---     ---     ---     4,287  
 Office expenses   36     46     599     119     8,061  
 Travel and entertainment   ---     ---     1,775     839     10,603  
 Transfer agent   600     600     1,800     1,890     9,015  
 Interest expenses on promissory note   623     ---     1,877     ---     2,492  
 Filing fees   ---     600     12,973     1,697     24,799  
 Other services   ---     ---     ---     ---     50  
                               
Total expenses   2,524     2,413     22,660     7,772     125,922  

SUMMARY – Total expenses for the quarter ended February 29, 2012, amounted to $2,524 while $2,413 was spent in the similar period ended February 28, 2011. For the nine month periods ended February 29, 2012, and February 28, 2011, the comparative values were $22,660 and $7,772 respectively. A total of $125,922 in expenses has been incurred since inception on April 11, 2006, through February 29, 2012. The costs can be subdivided into the following categories which have and will vary from quarter to quarter based on the level of corporate activity, exploration and results and capital raising.

MINERAL PROPERTY ACQUISITION COSTS: No mineral property acquisition costs were incurred in the current quarters under review nor for the nine month periods ended February 29, 2012, and February 28, 2011. From April 11, 2006 (inception), through February 29, 2012, Theron has spent a total of $4,242 on mineral property acquisition expenses. This cost category will vary depending on our acquisition or disposition activities.

MINERAL PROPERTY EXPLORATION COSTS: No mineral property exploration costs were incurred in the quarters under review or the nine month periods ended February 29, 2012, or February 28, 2011. From April 11, 2006 (inception), through February 29, 2012, we have spent $20,082 on mineral exploration expenses. These costs will vary depending on our direct exploration efforts.

LOSSS ON FOREIGN EXCHANAGE: We lost $1 in foreign exchange transactions for the quarter ended February 29, 2012, and gained $1 in the similar period ended February 28, 2011. For the nine month periods ended February 29, 2012, and February 28, 2011, the comparative values were a loss of $6 and a gain of $3 respectively. From April 11, 2006 (inception), through February 29, 2012, a total of $95 has been lost on foreign exchange.

PROFESSIONAL FEES: $1,264 in professional fees were incurred for the quarter ended February 29, 2012, while $1,168 was spent in the similar period ended February 28, 2011. For the nine month periods ended February 29, 2012, and February 28, 2011, the comparative values were $3,630 and $3,230 respectively. From inception to April 11, 2006, we have incurred $42,196 in professional fees mainly spent on legal and accounting matters. This cost category will vary in spending depending on the legal and accounting activities of the Corporation.


6

COMMUNICATIONS EXPENSES: $0 in communications costs were incurred in the three- and none-month periods ended on February 29, 2012, and 2011. From April 11, 2006 (inception), through February 29, 2012, $4,287 has been spent on communication costs.

OFFICE EXPENSES: $36 was expended on the office for the quarter ended February 29, 2012, while $46 was spent in the similar period ended February 28, 2011. For the nine month periods ended February 29, 2012, and February 28, 2011, the comparative values were $599 and $119 respectively. From April 11, 2006 (inception), through February 29, 2012, a total of $8,061 has been spent on office expenses which are mostly comprised of facsimile, courier, photocopy, postage and other general office expenses and services.

TRAVEL, ENTERTAINMENT AND MEAL EXPENSES: $0 (nil) in travel, entertainment or meal expenses were incurred for the quarters ended February 29, 2012, and February 28, 2011. For the nine month periods ended February 29, 2012, and February 28, 2011, the comparative values were $1,775 and $839 respectively. For the period April 11, 2006 (inception), through February 29, 2012, a total of $10,603 has been spent on this category.

INTEREST EXPENSE ON PROMISSORY NOTE: We accrued $623 in interest expenses on the promissory note payable for the quarter ended February 29, 2012, and $0 (nil) in the similar period ended February 28, 2011. For the nine month periods ended February 29, 2012, and February 28, 2011, the comparative values were $1,877 and $0 (nil) respectively. From April 11, 2006 (inception), through February 29, 2012, a total of $2,492 has been accrued for future payment of the interest expense due to the costs of promissory notes

FILING FEES: $0 (nil) in filing fee expenses were incurred for the quarter ended February 29, 2012, and $600 was spent in the quarter ended February 28, 2011. For the nine month periods ended February 29, 2012, and February 28, 2011, the comparative values were $12,973 and $1,697 respectively. For the period April 11, 2006 (inception), through February 29, 2012, Theron has spent $24,799 on filing fees. This cost category will change depending on filing requirements with the SEC and other regulatory bodies. The reason for the large increase in the nine months under review was the added expense of filings to the B.C. Securities Commission which has deemed the Corporation to be a reporting issuer in the Province of British Columbia.

TRANSFER AGENT FEES: We spent $600 in transfer agent fees and related costs during the first quarter and $600 in the similar period in 2009. For the nine month periods ended February 29, 2012, and February 28, 2011, the comparative values were $1,800 and $1,890 respectively. From April 11, 2006 (inception), through February 29, 2012, we have spent $9,015 on transfer agent expenses. These costs will vary depending on our share issuances.

COMPENSATION: No compensation costs were incurred for the quarters or nine month periods ended February 29, 2012, or February 28, 2011, and no compensation costs have been incurred since inception.

CONTRIBUTED EXPENSES (OTHER EXPENSES): No contributed expenses were incurred for the quarters or nine month periods ended February 29, 2012, or February 28, 2011. A total of $50 has been expensed in the period from inception on April 11, 2006, to February 29, 2012. All contributed expenses are reported as contributed costs with a corresponding credit to additional paid-in capital.

OTHER GENERAL AND ADMINISTRATIVE COSTS: $0 (nil) in ‘other’ costs have been expensed for the quarters and nine month periods ended February 29, 2012 and February 28, 2011. From April 11, 2006 (inception), through February 29, 2012, we have expended $0 (nil) on other or miscellaneous expenses or services.

NET CASH USED IN OPERATING ACTIVITIES: For the three month period ended February 29, 2012, $37 in net cash was used and for the similar period ended on February 28, 2011, the amount was $258. For the nine month periods ended February 29, 2012, and February 28, 2011, the comparative values were $13,620 and $8,891 respectively. We have used $115,688 in net cash from inception on April 11, 2006, to February 29, 2012.


7

INCOME TAX PROVISION: As a result of operating losses, there has been no provision for the payment of income taxes to date in 2012 or from the date of inception.

Theron did not net sell or issue any shares of its common stock during the most recent quarter. As of the date of this report Theron has 7,900,000 common shares issued and outstanding.

Theron continues to carefully control its expenses and overall costs as it moves its business development plan forward. We do not have any employees and engage personnel through outside consulting contracts or agreements or other such arrangements, including for legal, accounting and technical consultants.

Plan of Operation

As of February 29, 2012, we had a deficit of $61,094 in unallocated working capital.

Our business plan continues to proceed with the exploration of the George mineral claims to determine if there are commercially exploitable deposits of gold and silver.

For the balance of the current fiscal year to May 31, 2012, we will concentrate our efforts on securing additional financing to be able to carry out our business plan. The option agreement expired May 31, 2009, but the Vendor will not terminate the agreement prior to July 15, 2012. Following industry trends and demands, we are also considering the acquisition of other properties and projects of merit. In either situation, we will try to raise the funds required from a new public offering, a private placement, loans or the establishment of a joint venture whereby a third party would pay the costs associated with phase II and we would retain a carried interest. At the present time, we have not made any commitments on the raising of additional funds and there is no assurance that we would be able to raise money in the future.

Presently, our revenues are not sufficient to meet operating and capital expenses. We have incurred operating losses since inception, and this is likely to continue through fiscal 2012 – 2013. Management projects that we will require a total of up to $250,000 to fund ongoing operating expenses and working capital requirements for the next twelve months, broken down as follows:

Operating expenses $ 50,000  
Phase II exploration program   155,000  
Repay promissory note   50,000  
Working Capital   45,000  
       
Total $ 300,000  

As at February 29, 2012, we had a working capital deficit of $61,094. We do not anticipate that we will be able to satisfy any of these funding requirements internally until we significantly increase our revenues.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended May 31, 2011, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for continued operations. We are pursuing various financing alternatives to meet immediate and long-term financial requirements but results to date have not been encouraging. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our obligations as they become due.


8

Liquidity and Capital Resources

As of end of the last quarter on February 29, 2012, we have yet to generate any revenues from operations.

Since inception, we have used our common stock, promissory notes and loans or advances from our officers and directors to raise money for our optioned acquisition and for corporate expenses. Net cash provided by financing activities from inception on April 11, 2006, to February 29, 2012, was $115,766 as a result of gross proceeds received from sales of our common stock of $65,000 (less offering costs), a $50,000 promissory note through an unrelated party and a loan of $766 from a shareholder. We issued 6,000,000 shares of common stock through a Section 4(2) offering in October, 2006 for cash consideration of $6,000. We issued 900,000 shares of common stock through a Regulation D offering in November, 2006 for cash consideration of $9,000 to a total of 3 placees. During May, 2009 $50,000 cash was provided by financing activities as the result of the sale of 1,000,000 shares of common stock at a price of $0.05 per share issued under our SB-2 registration statement to a total of 44 placees.

As of February 29, 2012, our total assets, consisting entirely of cash, amounted to $78 and total liabilities were $61,172. Working capital stood at negative $61,094.

For the three months ended February 29, 2012, the net loss was $2,524 ($0.00 per share) as compared to a loss of $2,413 ($0.00 per share) for the similar period last year. For the nine month periods ended February 29, 2012, and February 28, 2011, the comparative values were a loss of $22,660 ($0.00 per share) and $7,772 ($0.00 per share) respectively. The loss per share was based on a weighted average of 7,900,000 common shares outstanding at February 29, 2012, and at February 28, 2011. The net loss from inception to February 29, 2012, is $125,922.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended February 29, 2012. Although inflation is moderately higher than it was during 2010-2011, the actual rate of inflation is not material and is not considered a factor in our contemplated capital expenditure program.

Item 3. Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures.

   

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

   

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.



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(b)

Changes in Internal Controls.

   

During the quarter ended February 29, 2012, there were no changes in the Corporation's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

   

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Corporation is and has not been party to any legal proceedings in the quarter under review.

Item 2. Changes in Securities

Theron had 7,900,000 shares of common stock issued and outstanding as of February, 28, 2011, and as of the date of this periodic report. Of these shares, approximately 6,000,000 shares are held by an affiliate of the Corporation; some of those shares can be resold in compliance with the limitations of Rule 144 as adopted by the Securities Act of 1933, as amended.

Item 3. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on April 11, 2006, to February 29, 2012, was $115,766 as a result of proceeds received from sales of our common stock, a promissory note arranged through an unrelated party and a small loan from a shareholder. During that same period, the following indicates how the proceeds have been spent to date:

Acquisition of Mineral Property Interest $  4,242  
Exploration of Mineral Property – advance   20,082  
Loss on Currency Exchange   95  
Professional Fees   42,195  
Communications Expenses   4,287  
Office Expenses   8,061  
Travel, Entertainment and Meals   10,603  
Interest expense on promissory note   2,492  
Filing Fees   24,799  
Transfer Agent Fees   9,015  
       
           Total Use of Proceeds to February 29, 2012 $ 124,872  

Common Stock

During the quarter ended February 29, 2012, no shares of common stock were issued. As of February 29, 2012, and the date of this periodic report, there were 7,900,000 shares issued and outstanding.

Options

No options were granted during the three or nine month periods ending February 29, 2012.

Code of Ethics

The Board of Directors on February 21, 2007, adopted a formal written Code of Business Conduct and Ethics and Compliance Program for all officers, directors and senior employees. A copy of the Code is available upon written request by contacting our offices by telephone at (888) 755-9766 or writing to Room 318, Peninsula Centre, 67 Mody Road, Kowloon, Hong Kong


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Web Site

Theron maintains a Web site at “theron-resource-group.com” and has an e-mail address at “info@theron-resource-group.com” as well as at “theronresourcegroup@gmail.com”.

Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K filed during the quarter ended February 29, 2012: NONE

Subsequent Events

There are no other subsequent events reportable as of the date of the interim financial statements or the date of this report.

Exhibits

31.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Theron Resource Group
(Registrant)

Date: April 13, 2012
   
   
BY: /s/ Liang Kwong Lim
   
   
  LIANG KWONG LIM, President, Chief Executive Officer, Principal
  Executive Officer, Secretary, Treasurer, Chief Financial Officer, Principal
  Financial Officer and a Member of the Board of Directors