UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2012
THERON RESOURCE
GROUP
(Exact name of registrant as specified in its
charter)
| Wyoming | 000-53845 | 26-0665325 |
| (State or other | (Commission | (I.R.S. Employer |
| jurisdiction of incorporation) | File Number) | Identification No.) |
Flat D-E, 24/F Dragon Centre
79 Wing Hong Street
Kowloon, Hong Kong
(Address of principal executive offices) (zip
code)
852-27425474
(Registrant’s telephone number,
including area code)
16810 Kenton Drive, Ste 160
Huntersville, NC 28078
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Item 4.01 Changes in Registrant’s Certifying Accountant.
On July 31, 2012, Gruber & Company, LLC (“Gruber”) resigned as the independent registered accounting firm for Theron Resource Group.
Gruber audited the balance sheet of Theron Resource Group (an exploration stage company) as of May 31, 2012 and as of May 31, 2011, and the related statements of operations, changes in stockholders’ equity and cash flows for the years ended May 31, 2012, and 2011, and for the period April 11, 2006 (date of inception) through May 31, 2012.
As of May 31, 2012 and as of May 31, 2011, Gruber issued an audit report on the Company’s balance sheet and on the related statements of operations, changes in stockholders’ equity and cash flows for the years ended May 31, 2012, and 2011 and issued an audit report on the Company’s balance sheet and on the related statements of operations, changes in stockholders’ equity and cash flows for the period April 11, 2006 (date of inception) through May 31, 2012. The report of Gruber on the foregoing financial statements did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to any uncertainty (except as stated hereafter), audit scope or accounting principles, except for an explanatory paragraph related to the Company’s ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations. The report of Gruber dated July 27, 2012 points out that the financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In addition, Gruber reviewed management’s prepared condensed financial statements for the Company for the quarters ended August 31, 2011, November 30, 2011 and February 29, 2012.
During the Company’s two fiscal years ending on May 31, 2012, and through the date of resignation (i.e., July 31, 2012) (i) there were no disagreements between the Company and Gruber on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Gruber would have caused Gruber to make reference to the subject matter of disagreement in connection with its reports on the Registrant’s financial statements, and (ii) there were no reportable events as that term is described in Item 304(a)(1)(iv) of Regulation S-K.
On October 19, 2012, the Company engaged Weinberg & Co. LA, LLC (“Weinberg”) as the Company’s new independent registered public accounting firm. During the past two years ended May 31, 2012, and from June 1, 2012 to date, the Company did not consult with Weinberg regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Registrant’s financial statements. The Company’s Board of Directors recommended, authorized, and approved the decision to accept the resignation of Gruber and to engage Weinberg to serve as our independent registered public accounting firm on October 18, 2012.
On November 14, 2012, we provided Gruber with a copy of this Form 8-K, and requested that Gruber furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements contained herein. A copy of the letter of Gruber & Company, LLC to the SEC is attached as Exhibit 16.1
Item 5.01 Change of Control.
Background of the Change in Control
This Item 5.01 Form 8-K is being filed in connection with the change in control and composition of the Board of Directors of Theron Resource Group (the “Company” or “THRO”) pursuant to a Stock Purchase Agreement, dated August 20, 2012 (the “Stock Purchase Agreement”) entered into among Liang Kwong Lim (the “Seller”) and Horizon Investment Club Limited (“Horizon”), providing for the purchase by Horizon from the Seller of 6,000,000 shares (the “Shares”) of Common Stock, par value $.001 (the “Common Stock”), representing 75.9% of the issued and outstanding shares of Common Stock of the Company for a purchase price of $280,000.00. A copy of the Stock Purchase Agreement is attached as Exhibit 10 hereto and incorporated by reference herein.
In connection with the transaction, Liang Kwong Lim resigned from his positions as Director, President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer on August 24, 2012. Wing Kin Tsang was elected as a Director of the Company and appointed to the offices of President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer on October 12, 2012. Accordingly, on August 24, 2012, as of the date of closing of the purchase of the Shares, there was a change in control of the Company, with a director and officer subsequently chosen by Horizon having the power to manage and control the affairs of the Company.
The Amount And Source Of Funds Used To Effect A Change In Control; Purchase of Control, Etc.
As mentioned above, Horizon paid $280,000.00 to acquire the Shares. The source of funds used by Horizon to effect a change of control were funds derived from operations. The shares and control were acquired from Liang Kwong Lim.
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Except as described above, there were no arrangements or understandings among members of both the former and new control groups and their associates with respect to the election of directors of other matters.
As required to be disclosed by Regulation S-K Item 403(c), there are no arrangements, known to the Company, including any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in control of the Company.
The Company was a shell company immediately before the change in control, and the information required by Item 5.01(a)(8) of Form 5.01 is set forth in the Company’s Annual Report on Form 10-K for the years ended May 31, 2012, May 31, 2011, May 31, 2000, and May 31, 2009, and in a Form S-1/A registration statement filed with the Commission on April 3, 2009.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 10 |
Stock Purchase Agreement, dated August 23, 2012, among Liang Kwong Lim and Horizon Investment Club Limited (previously filed as Exhibit 10 to a Form 8-K filed on October 19, 2012). |
| 16.1 |
Letter from Gruber & Company, LLC to the Securities Exchange Commission. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: November 14, 2012 | Theron Resource Group |
| /s/ Wing Kin Tsang | |
| Wing Kin Tsang | |
| President and Chief Executive Officer |
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EXHIBIT 16.1
November 14, 2012
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Dear Sir or Madam:
We have read the statements of Theron Resource Group (the “Company”) pertaining to our firm included under Item 4.01 of Form 8-K/A dated November 14, 2012 and agree with such statements as they pertain to our firm. We have no basis to agree or disagree with other statements of the Company contained therein.
Sincerely,
/s/ Gruber & Company, LLC
Gruber &
Company, LLC
THERON RESOURCE GROUP
Flat D-E, 24/F Dragon Centre
79 Wing Hong Street
Kowloon, Hong Kong
November 14, 2012
VIA FEDERAL EXPRESS
U.S. Securities and Exchange Commission
Division of
Corporation Finance
100 F. Street, N.E.
Washington, D. C. 20549-7010
| ATTN: | Jamie Kessel |
| Staff Accountant | |
| Office of Beverages, Apparel and Mining |
| Re: | Theron Resource Group |
| Item 4.01 Form 8-K | |
| Filed October 19, 2012 | |
| File No. 000-53845 |
Ladies and Gentlemen:
Thank you for your comment letter dated October 23, 2012 (the “Comment Letter”), with respect to the above-captioned Item 4.01 Form 8-K. We have filed our revised Form 8-K of Theron Resource Group, a Wyoming corporation (the “Company”), and our Form 8-K/A incorporates our responses to your comments, and this letter sets forth each of your comments with our responses below.
For your information, we have filed our Form 8-K/A on the EDGAR system, and have also filed a marked copy on the EDGAR system.
Item 4.01 Form 8-K filed October 19, 2012
Comment No.
| 1. | Please revise your disclosure to state whether the former accountant resigned, declined to stand for re-election or was dismissed as required by Item 304(a)(1)(i) of Regulation S-K. |
Response 1: We have made the requested corrective disclosure in the first paragraph of our Form 8-K/A.
| U.S. Securities and Exchange Commission | |
| November 14, 2012 | |
| Page 2 | |
| 2. |
Please revise your disclosure to indicate whether during the registrant’s two most recent fiscal years and any subsequent interim period through the date of resignation, declination or dismissal (i.e. October 18, 2012) there were any disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. |
Response 2: We have revised our disclosure in paragraph five to correctly state the period to include the any subsequent interim period through the date of resignation, declination or dismissal.
| 3. |
Please remove the form letter is currently attached as Exhibit 16 as this letter was not obtained from your prior auditor. Please obtain and file an Exhibit 16 letter from your prior auditor that references your revised Form 8-K. |
Response 3: We have obtained the Exhibit 16 letter from our prior auditor that references our revised Form 8-K.
We acknowledge that:
Please let us know if you have any further questions. We would appreciate if you would advise us at your earliest convenience if any further changes may be necessary to our filings.
Sincerely,
/s/ Wing Kin Tsang
Wing Kin Tsang
Chief Executive Officer
cc: Harold H. Martin,
Esq. Enclosures