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 June 30, 2013

[   ] 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)

Issuer’s telephone number: 852-27425474

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [   ] No [X]

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

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 the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
7,900,000 shares of Common Stock as of August 16, 2013.

THERON RESOURCE GROUP

TABLE OF CONTENTS

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PART I

ITEM 1. FINANCIAL STATEMENTS

THERON RESOURCE GROUP
(A Development Stage Company)
CONDENSED BALANCE SHEETS
(Expressed in U.S. dollars)

The accompanying notes are an integral part of these unaudited condensed financial statements

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THERON RESOURCE GROUP
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(Expressed in U.S. dollars)

The accompanying notes are an integral part of these unaudited condensed financial statements

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THERON RESOURCE GROUP
(A Development Stage Company)
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY
(Unaudited)
(Expressed in U.S. dollars)

The accompanying notes are an integral part of these unaudited condensed financial statements

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THERON RESOURCE GROUP
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars)

The accompanying notes are an integral part of these unaudited condensed financial statements

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THERON RESOURCE GROUP
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1.           NATURE OF OPERATIONS

Theron Resource Group (the “Company”, “Theron”, or “THRO”) was incorporated in the State of Wyoming on April 11, 2006, as Theron Resource Group. 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. Our new business plan anticipates purchasing and merging into THRO two companies that manufacture and license Bingo and other gaming and entertainment machines with operations in the Philippines, Macau, Hong Kong, Taiwan, Cambodia and Myanmar.

Theron is a “development stage company” and is subject to compliance with ASC (Accounting Standards Codification) Topic 915 “Accounting and Reporting by Development Stage Companies.” We are devoting our resources to establishing new business on which operations have not yet commenced; accordingly, no revenues have been earned from April 11, 2006 (date of inception) to June 30, 2013.

2.           BASIS OF PRESENTATION AND GOING CONCERN

Basis of Presentation

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

On February 6, 2013, the Company’s sole director approved a change in our fiscal year end from May 31 to December 31, with the change to the reporting cycle beginning January 1, 2013.

The condensed consolidated financial statements of Theron (hereinafter referred to as the "Company", unless the context indicates otherwise) at June 30, 2013, for the three months and six months ended June 30, 2013 and 2012, and for the period from April 11, 2006 (inception) to June 30, 2013 (cumulative), are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) have been made that are necessary to present fairly the financial position of the Company as of June 30, 2013, the results of its operations for the three months and six months ended June 30, 2013 and 2012, and for the period from April 11, 2006 (inception) to June 30, 2013 (cumulative), and its cash flows for the six months ended June 30, 2013 and 2012, and for the period from April 11, 2006 (inception) to June 30, 2013 (cumulative). Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year. The condensed balance sheet at December 31, 2012 has been derived from the Company's audited financial statements.

The statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the financial statements and other information included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC.

Going Concern

The Company’s financial statements at June 30, 2013, 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 losses of $60,007 for the six months ended June 30, 2013. The Company has not generated any revenues. As of June 30, 2013, the Company had a stockholders’ deficiency of $132,047. These conditions raise substantial doubt as to our ability to continue as a going concern.

Management’s plan to support the Company in 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 or advances from our officers, directors or others. Such additional financing may not become available on acceptable terms and there can be no assurance that any additional financing that the Company does obtain will be sufficient to meet its needs in the long term. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. If we require additional cash and cannot raise it, we will either have to suspend operations or cease business entirely.

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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.

3.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

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 three months and six months ended June 30, 2013 and 2012, and the period from April 11, 2006 (date of inception) to June 30, 2013, there were no potential dilutive securities.

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 employee options and no options were cancelled or exercised during the three months and six months ended June 30, 2013 and 2012. As of June 30, 2013, there were no options outstanding.

Recently Issued Accounting Pronouncements

As of the date this quarterly report is filed, there are no recently issued accounting pronouncements which adoption would have a material impact on the Company’s financial statements.

4.           COMMON STOCK TRANSACTIONS

Activity for the period from April 11, 2006 (date of 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, Jerry Satchwell, for $6,000 in cash.

Activity for the period from 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 in connection with a private placement offering.

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

During April and May, 2008, the Company 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. In addition, three shareholders resold 900,000 shares between December 23, 2007 and May 31, 2008. The total of 1,900,000 shares of common stock issued or resold were issued or resold prior to the declaration of an effective date for the SB-2 registration statement.

As a result, on April 3, 2009, we made a rescission offering to the subscribers and the selling stockholders to refund their monies with interest if so requested under an S-1 Rescission Offering registration statement. The recession statement became effective April 13, 2009 and closed on May 14, 2009 with no shareholders accepting the offering.

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

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

Change in control

On August 23, 2012, Horizon Investment Club (Horizon), a Chinese investment club that purchases interests in securities and other businesses for members, purchased 6 million shares of the Company’s common stock from its existing majority stockholder for $280,000 or $0.047/share representing approximately 76% of the Company’s issued and outstanding shares.

5.           RELATED PARTY TRANSACTIONS

During the year ended May 31, 2007, former officers of the Company contributed administrative services to the Company valued at $50 and were reported as contributed administrative support with a corresponding entry to additional paid-in capital.

In April 2006 we issued a total of 6,000,000 shares of restricted common stock to our former director, Jerry Satchwell, for $6,000 ($0.001 per share) as founder shares. (see Note 4).

During the six months ended June 30, 2013, the Company’s stockholders provided advances of $43,524, to finance our working capital requirements. On March 31, 2013, advances of $38,668 due to three stockholders were forgiven, and have been reflected as additional paid-in capital.

The advances from stockholders totaled $85,015 and $80,159 as of June 30, 2013 and December 31, 2012, respectively. These advances are unsecured, due on demand, and non-interest bearing.

During the three months and six months ended June 30, 2013, the Company’s office facility has been provided without charge by the Company’s major shareholders. Such cost was not material to the financial statements and accordingly, have not been reflected therein. In view of the Company’s limited operations and resources, the major shareholders did not receive any compensation from the Company during the three months and six months ended June 30, 2013 and 2012.

6.           NOTE PAYABLE – IN DEFAULT

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 was due on March 3, 2012 and is currently in default.

During the three months and six months ended June 30, 2013, the Company accrued $625 and $1,250 in interest payable under the note respectively, as compared to $625 and $1,250 for the three months and six months ended June 30, 2012.

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CAUTIONARY NOTE 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 that may cause our 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 a development stage corporation. There is no assurance that commercially viable mineral deposits exist on the claim that we have under option. If we decide to exercise the claim under option, further exploration will be required before a final evaluation as to the economic and legal feasibility of the claim is determined. We currently do not intend to exercise the option on the claim.

The following analysis of the results of operations and financial condition of the corporation for the period ending June 30, 2013, should be read in conjunction with our financial statements, including the notes thereto contained in Part I, Item 1 of this Form 10-Q and in our Annual Report on Form 10-K for the period ended December 31, 2012.

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 Flat D-E, 24/F Dragon Centre, 79 Wing Hong Street, Kowloon, Hong Kong, telephone 852-27425474. 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 and our new business plan anticipates purchasing and merging into THRO two companies that manufacture and license Bingo and other gaming and entertainment machines with operations in the Philippines, Macau, Hong Kong, Taiwan, Cambodia and Myanmar.

On February 21, 2007, we optioned a property containing nine mineral claim blocks in southwestern British Columbia, Canada. Through August 31, 2008, Theron paid $20,000 for exploration expenditures on certain mining claims. An additional $40,000 was to be paid by August 31, 2009, and has not been paid. Upon exercise of the option, we are required to pay, commencing May 31, 2013, $25,000 per annum, as royalty. The Company currently does not intend to exercise the option on the claim.

We have revised our business plan to one of purchasing and merging into THRO two companies that manufacture and license Bingo and other gaming and entertainment machines with operations in the Philippines, Macau, Hong Kong, Taiwan, Cambodia and Myanmar.

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Employees

At present, we have no employees, other than Mr. Tsang, our officer and director. 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.

Offices

Our principal office is located at Flat D-E, 24/F, Dragon Centre, 79 Wing Hong Street, Kowloon, Hong Kong, telephone (852) 2752-5474. Our principal office is provided by our major shareholder, Horizon Investment Club Limited, without charge, but such arrangement may be cancelled at anytime without notice. We believe that the condition of our principal office is satisfactory, suitable and adequate for current needs.

RESULTS OF OPERATIONS

The Corporation did not generate any revenues from operations for the three months and six months ended June 30, 2013 and 2012. To date, we have not generated any revenues from our mineral exploration business. We are devoting our resources to establishing new business on which operations have not yet commenced; accordingly, no revenues have been earned from April 11, 2006 (date of inception) to June 30, 2013.

REVENUES

REVENUE – No revenue was generated for three months and six months ended June 30, 2013 and 2012, or for the period from April 11, 2006 (date of inception) to June 30, 2013.

EXPENSES

SUMMARY – Total expenses for the three months and six months ended June 30, 2013, amounted to $35,227 and $60,007, respectively, while $15,894 and $18,149 were spent in the similar periods in 2012. A total of $235,543 in expenses has been incurred since inception on April 11, 2006, through June 30, 2013. The costs can be subdivided into the following categories which have varied 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. From April 11, 2006 (date of inception) to June 30, 2013, Theron has spent a total of $4,242 on mineral property acquisition expenses. We do not intend to incur this type of expenditure in the future due to the fact that we changed our business plan to pursue acquisitions in the gaming industry.

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MINERAL PROPERTY EXPLORATION COSTS: No mineral property exploration costs were incurred in the periods under review. From April 11, 2006 (date of inception) to June 30, 2013, we have spent $20,082 on mineral exploration expenses. We do not intend to incur this type of expenditure in the future due to the fact that we changed our business plan to pursue acquisitions in the gaming industry.

PROFESSIONAL FEES: $33,777 and $53,585 in professional fees were incurred for the three months and six months ended June 30, 2013, while $2,253 and $3,253 were spent in the similar periods in 2012. From inception on April 11, 2006, we have incurred $121,062 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 Company.

COMMUNICATIONS EXPENSES: $0(nil) in communications costs were incurred in the three months and six months ended on June 30, 2013, while $2,597 and $2,597 were incurred in the similar periods ended June 30, 2012. From April 11, 2006 (date of inception) to June 30, 2013, $6,884 has been spent on communication costs.

OFFICE EXPENSES: $0(Nil) was expended on the office for the three months and six months ended June 30, 2013, while $2,713 and $2,713 were spent in the similar periods 2012. From April 11, 2006 (date of inception) to June 30, 2013, a total of $13,928 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 three months and six months ended June 30, 2013, while $2,595 and $2,595 were spent in the similar periods in 2012. For the period from April 11, 2006 (date of inception) to June 30, 2013, a total of $15,127 has been spent on this category.

TRANSFER AGENT FEES: We spent $600 and $1,200 in transfer agent fees and related costs during the three months and six months ended June 30, 2013, while $400 and $1,000 were spent in the similar periods in 2012. From April 11, 2006 (date of inception) to June 30, 2013, we have spent $13,663 on transfer agent expenses. These costs will vary depending on our share issuances.

INTEREST EXPENSE ON PROMISSORY NOTE: We accrued $625 and $1,250 in interest expenses on the promissory note payable for the three months and six months ended June 30, 2013, while $625 and $1,250 were spent in the similar periods in 2012. From April 11, 2006 (date of inception) to June 30, 2013, a total of $5,831 has been accrued for future payment of the interest expense due to the costs of promissory notes.

EDGAR FILING FEES: $225 and $3,908 in filing fee expenses were incurred for the three months and six months ended June 30, 2013, respectively, while $4,627 and $4,627 were spent in the similar periods in 2012. For the period from April 11, 2006 (date of inception) to June 30, 2013, Theron has spent $34,352 on filing fees. This cost category will change depending on filing requirements with the SEC and other regulatory bodies.

OTHER GENERAL AND ADMINISTRATIVE COSTS: $0 and $64 in other costs have been expensed for the three months and six months ended June 30, 2013, and $82 and $112 have been incurred in the similar periods ended June 30, 2012. From April 11, 2006 (date of inception) to June 30, 2013, we have expended $275 ($50 of which represents contributed expense) on other or miscellaneous expenses or services.

INCOME TAX PROVISION: As a result of operating losses, there has been no provision for the payment of income taxes to date in 2013 or from the date of inception.

NET LOSS: For the three months and six months ended June 30, 2013, the net losses were $35,227 ($0.00 per share) and $60,007 ($0.01 per share), compared to losses of $15,894 ($0.00 per share) and $18,149 ($0.00 per share) for the similar periods last year. The loss per share was based on a weighted average of 7,900,000 common shares outstanding at June 30, 2013, and 2012. The net loss from inception to June 30, 2013 was $235,543.

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.

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PLAN OF OPERATION

As of June 30, 2013, we had a stockholders’ deficiency of $132,047.

Our new business plan is one of purchasing and merging into THRO two companies that manufacture and license Bingo and other gaming and entertainment machines with operations in the Philippines, Macau, Hong Kong, Taiwan, Cambodia and Myanmar. We do not intend to proceed with the exploration of the George mineral claims to determine if there are commercially exploitable deposits of gold and silver.

Historically, our revenues have not been sufficient to meet operating and capital expenses. We have incurred operating losses since inception. The working capital requirements of the new business may be substantial and may depend on the terms of our potential acquisitions, whether for stock, debt or cash, or a combination, as appropriate.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their annual report on the financial statements for the seven months ended December 31, 2012, our independent auditors included an explanatory paragraph regarding substantial doubt 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.

LIQUIDITY AND CAPITAL RESOURCES

As of end of the three months and six months on June 30, 2013, 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, directors and shareholders to raise money for our optioned acquisition and for corporate expenses. Net cash provided by financing activities from inception on April 11, 2006 to June 30, 2013 was $238,683 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 net advances of $123,683 from shareholders. 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 three subscribers. 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 shareholders.

As of June 30, 2013, the Company had a note payable of $50,000 plus accrued interest of $5,832. The note is unsecured and bears interest at a rate of 5% per annum. The note matured on March 3, 2012 and is currently in default.

As of June 30, 2013, the Company had outstanding advances from shareholders of $85,015. The advances are unsecured, due on demand, and non-interest bearing. On March 31, 2013, advances of shareholders totaling $38,668 were forgiven.

As of June 30, 2013, our total assets, consisting entirely of prepayments, amounted to $10,000 and total liabilities were $142,047, mainly including a promissory note payable of $50,000 and shareholder advances of $85,015. We had a working capital deficit of $132,047.

NET CASH USED IN OPERATING ACTIVITIES: For the six-month period ended June 30, 2013, $43,524 in net cash was used and for the similar period ended on June 30, 2012, the amount was $12,255. We have used $238,683 in net cash from inception on April 11, 2006 to June 30, 2013.

COMMON STOCK –Net cash provided by equity financing activities during the six-month period ended June 30, 2013 and 2012 was nil ($0); $65,000 was received for the period from inception on April 11, 2006, through to and including June 30, 2013. No options or warrants were issued to issue shares at a later date in the most recent quarter.

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N/A

PART II – OTHER INFORMATION

* Furnished with this report. In accordance with rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

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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.

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