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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.

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.

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.

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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). 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.

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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.

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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.

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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.

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