10-Q 1 form10q.htm FORM 10-Q Theron Resource Group: Form 10-Q - Filed by newsfilecorp.com

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 November 30, 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)  
   
Flat D-E, 24/F Dragon Centre  
79 Wing Hong Street N/A
Kowloon, Hong Kong  
(Address of principal executive offices) (Zip Code)

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 [   ]

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]

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 January 18, 2013.


THERON RESOURCE GROUP

Form 10-Q for the period ended November 30, 2012

TABLE OF CONTENTS

  Page
   
PART I - FINANCIAL INFORMATION  
   
       ITEM 1 - FINANCIAL STATEMENTS 3
   
               Condensed Balance Sheets as of November 30, 2012 (Unaudited) and May 31, 2012 3
   
               Unaudited Condensed Statements of Operations and Other Comprehensive Loss for the three months and six months ended November 30, 2012 and 2011 and from April 11, 2006 (date of inception) to November 30, 2012 4
   
               Unaudited Condensed Statements of Changes in Stockholders’ Deficiency for the six months ended November 30, 2012 and from April 11, 2006 (date of inception) to November 30, 2012 5
   
               Unaudited Condensed Statements of Cash Flows for the six months ended November 30, 2012 and 2011 and from April 11, 2006 (date of inception) to November 30, 2012 6
   
               Notes to Condensed Financial Statements 7 – 9
   
       ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10
   
       ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 14
   
       ITEM 4 - CONTROLS AND PROCEDURES 14
   
PART II - OTHER INFORMATION  
   
       ITEM 6 – EXHIBITS 15
   
               SIGNATURES 15

2


PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

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

    November 30,     May 31,  
    2012     2012  
ASSETS   (Unaudited)        
             
Current assets            
Cash and cash equivalents $  24   $  92  
Prepayments   25,000     -  
Total Assets $  25,024   $  92  
             
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY            
             
Current liabilities            
Accounts payable and accrued liabilities $  10,211   $  12,158  
Promissory note payable   50,000     50,000  
Interest due on promissory notes payable   4,373     3,123  
Advances from stockholders   68,668     13,000  
Total current liabilities   133,252     78,281  
             
Commitments and contingencies            
             
Stockholders’ deficiency            
Common stock, $0.001 par value, 500,000,000 shares authorized, 7,900,000 shares issued and outstanding   7,900     7,900  
Additional paid-in capital   57,150     57,150  
Accumulated other comprehensive loss   (222 )   (222 )
Deficit accumulated during the exploration stage   (173,056 )   (143,017 )
Total stockholders’ deficiency   (108,228 )   (78,189 )
             
Total liabilities and stockholders’ deficiency $  25,024   $  92  

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

3


THERON RESOURCE GROUP
(An Exploration Stage Company)
CONDENSED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS
(Expressed in U.S. dollars)

                            From April 11,  
                            2006 (date of
    Three months ended     Six months ended     inception) to  
    November 30,     November 30,     November 30,     November 30,     November 30,  
    2012     2011     2012     2011     2012  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
                               
Revenue $  -   $ -   $  -   $  -   $  -  
                               
Expenses                              
   Acquisition of mineral property interest   -     -     -     -     4,242  
   Mineral property exploration   -     -     -     -     20,082  
   (Gain) loss on foreign exchange   -     (4 )   -     6     97  
   Professional fees   14,191     1,330     22,031     2,366     67,477  
   Communication expenses   -     -     -     -     6,884  
   Office expenses   -     519     3,072     563     13,928  
   Travel and entertainment   -     1,775     1,929     1,775     15,127  
   Transfer agent   -     600     600     1,200     10,215  
   Interest expense on promissory notes   625     623     1,250     1,253     4,373  
   Filing fees   1,020     1,542     1,020     12,973     30,444  
   Other services   -     -     137     -     187  
Total expenses   15,836     6,385     30,039     20,136     173,056  
                               
Net loss   (15,836 )   (6,385 )   (30,039 )   (20,136 )   (173,056 )
                               
Other comprehensive loss                              
 - Currency exchange loss         -     -     -     (222 )
                               
Comprehensive loss $  (15,836 ) $ (6,385 ) $  (30,039 ) $  (20,136 ) $  (173,278 )
                               
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      

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

4


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

                            Deficit        
                            accumulate        
                Additional     Other     during the     Total  
    Common stock     Common     paid-in     comprehensive     exploration     stockholders’  
    outstanding     stock     capital     loss     stage     deficiency  
Balance, April 11, 2006 (inception)   -   $  -   $  -   $  -   $  -   $  -  
Common shares issued for cash   6,000,000     6,000     -     -     -     6,000  
Balance, May 31, 2006   6,000,000     6,000     -     -     -     6,000  
Common shares issued for cash   900,000     900     8,100     -     -     9,000  
Contributed services   -     -     50     -     -     50  
Currency exchange loss   -     -     -     (222 )   -     (222 )
Net loss for the year   -     -     -     -     (14,774 )   (14,774 )
Balance, May 31, 2007   6,900,000     6,900     8,150     (222 )   (14,774 )   54  
Net loss 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 year   -     -     -     -     (39,756 )   (39,756 )
Balance, May 31, 2012   7,900,000     7,900     57,150     (222 )   (143,017 )   (78,189 )
Net loss for the six months ended November 30, 2012   -     -     -     -     (30,039 )   (30,039 )
Balance, November 30, 2012 (unaudited)   7,900,000   $  7,900   $  57,150   $  (222 ) $  (173,056 ) $  (108,228 )

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

5


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

                From April 11,  
                2006 (date of
    Six months ended     inception) to  
    November 30,     November 30,     November 30,  
    2012     2011     2012  
    (Unaudited)     (Unaudited)     (Unaudited)  
Cash flows used for operating activities Net loss $  (30,039 ) $  (20,136 ) $  (173,056 )
                   
Adjustments to reconcile net loss to net cash used for operating activities            
   Contributed services   -     -     50  
   Currency exchange loss   -     -     (222 )
                   
Changes in operating assets and liabilities                  
   Increase in interest accrued on promissory notes payable   1,250     1,254     4,373  
   (Increase) Decrease in prepayments   (25,000 )   2,750     (25,000 )
   Increase (Decrease) in accounts payable and accrued liabilities   (1,947 )   2,548     10,211  
Cash flows used for operating activities   (55,736 )   (13,584 )   (183,644 )
                   
Cash flows from financing activities                  
   Repayment of stockholders’ advances   -     -     (766 )
   Advances from stockholders   55,668     766     69,434  
   Issuance of promissory notes   -     -     50,000  
   Proceeds from issuance of common stock   -     -     65,000  
Cash flows from financing activities   55,668     766     183,668  
                   
(Decrease) increase in cash and cash equivalents   (68 )   (12,818 )   24  
Cash and cash equivalents – Beginning of period   92     12,933     -  
Cash and cash equivalents – End of period $  24   $  115   $  24  
                   
Supplementary information                  
Income tax paid $  -   $  -   $  -  
Interest paid   -     -     -  
                   
Non-cash financing activities                  
   Paid-in capital from contributed services $  -   $  -   $  50  

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

6


THERON RESOURCE GROUP
(An Exploration Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2012
(Unaudited)

Note 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 and established a fiscal year end of May 31. 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 an “exploration 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 November 30, 2012.

Note 2 – Basis of Presentation and Going Concern

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The financial statements contained herein should be read in conjunction with the financial statements and notes thereto included in the Company’s 2012 Annual Report on Form 10-K for the fiscal year ended May 31, 2012, filed with the SEC. The results of operations for interim periods are not necessarily indicative of the results expected for a full year or for any future period.

Going Concern

The Company’s financial statements at November 30, 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 losses of $15,836 and $30,039 for the three months and six months ended November 30, 2012 respectively, and a loss of $173,056 for the period from April 11, 2006 (date of inception) to November 30, 2012. The Company has not generated any revenues. 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. If we require additional cash and cannot 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.

7


Note 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.

Fair value of financial instruments and derivative financial instruments

Accounting Standards Codification (“ASC”) Topic "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.

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.

No provision for income taxes has been recorded due to the net operating loss carry forwards totaling $173,056 as of November 30, 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 three months and six months ended November 30, 2012, and for the period from April 11, 2006 (date of inception) to November 30, 2012, 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 new employee options and no options were cancelled or exercised during the three months and six months ended November 30, 2012. As of November 30, 2012, 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.

Note 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 to our founder and former director, Jerry Satchwell, for $6,000 ($0.001 per share) as founder shares (see Note 5).

8


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.

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, August 23, 2012

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

Note 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).

The advances from stockholders as of November 30, 2012 and May 31, 2012 were $68,668 and $13,000, respectively, representing advances provided for working capital purposes. These advances are unsecured, due on demand, and non-interest bearing.

Note 6 – Note 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 was due on March 3, 2012; the lender has verbally agreed not to call the loan in the near future. The funds were used to repay all outstanding shareholder loans and accounts payable and to provide working capital through November 30, 2012. During the three months and six months ended November 30, 2012, the Company accrued $625 and $1,250 in interest payable under the note, respectively.

Note 7 – Commitments

On February 21, 2007, the Company 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.

9


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

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 an exploration 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 periods ending November 30, 2012, 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 year ended May 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, the Company 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.

10


The reader of this periodic report is directed to our Form 10-K Report for May 31, 2012, filed with the SEC on July 31, 2012, for further discussion of our operations.

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 offices are located at Flat D-E, 24/F Dragon Centre, 79 Wing Hong Street, Kowloon, Hong Kong and are provided to us by Horizon Investment Club, without charge, but such arrangement may be cancelled at anytime without notice.

RESULTS OF OPERATIONS

Theron was incorporated on April 11, 2006. Comparative periods for the three months and six months ended November 30, 2012, November 30, 2011, and April 11, 2006 (date of inception) to November 30, 2012, are presented in the following discussion.

The Corporation did not generate any revenues from operations for the three months and six months ended November 30, 2012. To date, we have not generated any revenues from our mineral exploration business.

REVENUES

REVENUE – No revenue was generated for the three months and six months ended November 30, 2012, and for the same periods in the previous fiscal year, or for the period from April 11, 2006 (date of inception) to November 30, 2012.

EXPENSES

                            From April 11,  
                            2006 (date of
    Three months ended     Six months ended     inception) to  
    November 30,     November 30,     November 30,     November 30,     November 30,  
    2012     2011     2012     2011     2012  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
                               
Expenses                              
   Acquisition of mineral property interest $  -   $  -   $  -   $  -   $  4,242  
   Mineral property exploration   -     -     -     -     20,082  
   (Gain) loss on foreign exchange   -     (4 )   -     6     97  
   Professional fees   14,191     1,330     22,031     2,366     67,477  
   Communication expenses   -     -     -     -     6,884  
   Office expenses   -     519     3,072     563     13,928  
   Travel and entertainment   -     1,775     1,929     1,775     15,127  
   Transfer agent   -     600     600     1,200     10,215  
   Interest expense on promissory notes   625     623     1,250     1,253     4,373  
   Filing fees   1,020     1,542     1,020     12,973     30,444  
   Other services   -     -     137     -     187  
Total expenses $  15,836   $  6,385   $  30,039   $  20,136   $  173,056  

SUMMARY – Total expenses for the three months and six months ended November 30, 2012, amounted to $15,836 and $30,039, respectively, while $6,385 and $20,136 were recorded in the similar periods ended November 30, 2011, respectively. A total of $173,056 in expenses has been incurred since inception on April 11, 2006, through November 30, 2012. 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.

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MINERAL PROPERTY ACQUISITION COSTS: No mineral property acquisition costs were incurred in the periods under review. From April 11, 2006 (date of inception) to November 30, 2012, 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.

MINERAL PROPERTY EXPLORATION COSTS: No mineral property exploration costs were incurred in the periods under review. From April 11, 2006 (date of inception) to November 30, 2012, 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: $14,191 and $22,031 in professional fees were incurred for the three months and six months ended November 30, 2012, respectively, while $1,330 and $2,366 was spent in the similar periods ended November 30, 2011, respectively. From April 11, 2006 (date of inception) to November 30, 2012, we have incurred $67,477 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: No communications costs were incurred in the three months and six months ended November 30, 2012, and 2011. From April 11, 2006 (date of inception) to November 30, 2012, $6,884 has been spent on communication costs.

OFFICE EXPENSES: $0 (nil) and $3,072 were expended on the office for the three months and six months ended November 30, 2012, respectively, while $519 and $563 were spent in the similar periods ended November 30, 2011, respectively. From April 11, 2006 (date of inception) to November 30, 2012, 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) and $1,929 in travel, entertainment or meal expenses were incurred for the three months and six months ended November 30, 2012, respectively, while $1,775 and $1,775 were spent in the similar periods ended November 30, 2011, respectively. For the period from April 11, 2006 (date of inception) to November 30, 2012, a total of $15,127 has been spent on this category.

TRANSFER AGENT FEES: We spent $0 (nil) and $600 in transfer agent fees and related costs during the three months and six months ended November 30, 2012, respectively, and $600 and $1,200 in the similar periods in 2011, respectively. From April 11, 2006 (date of inception) to November 30, 2012, we have spent $10,215 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 November 30, 2012, respectively, and $623 and $1,253 in the similar periods ended November 30, 2011, respectively. From April 11, 2006 (date of inception) to November 30, 2012, a total of $4,373 has been accrued for future payment of the interest expense due to the costs of promissory notes

FILING FEES: $1,020 and $1,020 in filing fee expenses were incurred for the three months and six months ended November 30, 2012, respectively, and $1,542 and $12,973 were spent in the three months and six months ended November 30, 2011, respectively. For the period from April 11, 2006 (date of inception) to November 30, 2012, Theron has spent $30,444 on filing fees. This cost category will change depending on filing requirements with the SEC and other regulatory bodies.

CONTRIBUTED EXPENSES (OTHER EXPENSES): No contributed expenses were incurred for the three months and six months ended November 30, 2012 and 2011. A total of $50 has been expensed in the period from inception on April 11, 2006 to November 30, 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) and $137 in other costs have been expensed for the three months and six months ended November 30, 2012, respectively, and no other general and administrative costs have been incurred in the similar periods ended November 30, 2011. From April 11, 2006 (date of inception) to November 30, 2012, we have expended $187 ($50 of which represents contributed expense) on other or miscellaneous expenses or services.

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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.

NET LOSS: For the three months and six months ended November 30, 2012, the net loss was $15,836 ($0.00 per share) and $30,039 ($0.00 per share), respectively, as compared to losses of $6,385 ($0.00 per share) and $20,136 ($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 November 30, 2012, and at November 30, 2011. The net loss from inception to November 30, 2012 is $173,056.

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 November 30, 2012, we had a stockholders’ deficiency of $108,228.

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, and this is likely to continue through fiscal 2012 – 2013. 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.

As at November 30, 2012, we had a working capital deficit of $108,228.

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, 2012, 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.

LIQUIDITY AND CAPITAL RESOURCES

As of end of the last quarter on November 30, 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, 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 November 30, 2012 was $183,668 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 $68,668 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 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.

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As of November 30, 2012, our total assets, consisting entirely of cash and prepayments, amounted to $25,024 and total liabilities were $133,252. Working capital stood at negative $108,228.

NET CASH USED IN OPERATING ACTIVITIES: For the six months ended November 30, 2012, $55,736 in net cash was used, respectively, and for the similar period ended November 30, 2011, the amount was $13,584, respectively. We have used $183,644 in net cash from inception on April 11, 2006 to November 30, 2012.

COMMON STOCK –Net cash provided by equity financing activities during the six months ended November 30, 2012 and 2011 was nil ($0); $65,000 was received for the period from inception on April 11, 2006, through to and including November 30, 2012. No options or warrants were issued to issue shares at a later date in the most recent quarter.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

N/A

Item 4. Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures.

   

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow our management to make timely decisions regarding required disclosure. Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and he determined that our disclosure controls and procedures were ineffective due to a control deficiency. During the period we did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information. Due to the size and operations of the Company, we are unable to remediate this deficiency until we acquire or merge with another company.

   

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.

   
(b)

Changes in Internal Control Over Financial Reporting

   

During the quarter ended November 30, 2012, there were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 6. Exhibits

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 and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema
101.CAL* XBRL Taxonomy Calculation Linkbase
101.DEF* XBRL Taxonomy Extension Definition Linkbase
101.LAB* XBRL Taxonomy Extension label Linkbase
101.PRE* XBRL Taxonomy Extension Presentation Linkbase

* 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.

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

Date: January 22, 2013

  BY: /s/ Tsang Wing Kin
    Tsang Wing Kin
    President, Chief Executive Officer and Chief
    Financial Officer
    (Principal Executive Officer and Principal Financial
    Officer)

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