Company Quick10K Filing
Theron Resource
Price-0.00 EPS-0
Shares8 P/E0
MCap-0 P/FCF0
Net Debt-0 EBIT-0
TEV-0 TEV/EBIT0
TTM 2019-09-30, in MM, except price, ratios
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8-K 2020-05-15
8-K 2020-03-26

THRO 10K Annual Report

Part I
Item 1. Description of Business
Item 1A Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters To A Vote of Security Holders
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risks
Item 8. Financial Statements and Supplementary Data
Note 1 - Nature of Operations
Note 2 - Basis of Presentation and Going Concern
Note 3 - Summary of Significant Accounting Policies
Note 4 - Notes Payable
Note 5 - Common Stock Transactions
Note 6 - Common Stock Subject To Rescission
Note 7 - Related Party Transactions
Note 8 - Commitments
Note 9 - Income Taxes
Note 10 - Subsequent Events
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A(T). Controls and Procedures
Item 9B. Other Information
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Servives
Part IV
Item 15. Exhibits, Financial Statement Schedules
EX-31.1 exhibit31-1.htm
EX-31.2 exhibit31-2.htm
EX-32.1 exhibit32-1.htm
EX-32.2 exhibit32-2.htm

Theron Resource Earnings 2012-05-31

Balance SheetIncome StatementCash Flow
30000-52667-135334-218001-300668-3833352012201420172020
Assets, Equity
-1275.0-10516.0-19757.0-28998.0-38239.0-47480.02012201420172020
Rev, G Profit, Net Income
48335290019667-9667-29001-483352012201420172020
Ops, Inv, Fin

10-K 1 form10k.htm ANNUAL REPORT Theron Resource Group: Form 10-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended MAY 31, 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 jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

1574 Gulf Road, Number 158  
Point Roberts, Washington 98281
(Address of principal executive offices) (Zip Code)

Issuer’s telephone number: (888) 755-9766
(Issuer’s email address: theronresourcegroup@gmail.com)

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 if the registrant is a well-known seasoned issuer as defined by Rule 405 of the Securities Act (the “Act” or “Securities Act”)
Yes [  ]          No [X].

Indicate by check mark if the registrant is not required to file reports pursuant to Rule 13 or Section 15(d) of the Act
Yes [  ]          No [X]

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 Rule 405 of Regulation S-T (s 220.405 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 [X]          No [  ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

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

  Large accelerated filer [  ] Accelerated filer [  ]
  Non-accelerated filer [  ] Smaller reporting company [X]

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

Issuer's revenues for its most recent fiscal year: $0.

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter: 1,900,000 common shares at $0.91* = $1,729,000. (* - last price at which the Corporation’s stock traded on the OTC-BB under the symbol “THRO”).


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(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the Issuer's classes of common stock, as of the latest practicable date: 7,900,000 common shares issued and outstanding as of the date of this report.

Transitional Small Business Disclosure Format (Check one):

Yes [  ]          No [X]

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated: (1) any annual report to shareholders; (2) any proxy or information statement and (3) any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933, as amended (the “Securities Act”):

  • Form 10-K for the fiscal year ended May 31, 2011, and dated August 29, 2011, including audited financial statements to May 31, 2011;
  • Def Form 14A – information circular dated November 1, 2011 including annual report to the shareholders and proxy information for the Annual General Meeting held on November 25, 2011.

TABLE OF CONTENTS

Item 1 Description of Business 4
Item 1A Risk Factors 5
Item 1B Unresolved Staff Comments 6
Item 2 Properties 6
Item 3 Legal Proceedings 6
Item 4 Submission of Matters to a Vote of Security Holders 7
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 7
Item 6 Selected Financial Data 7
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 8
Item 7A Quantitative and Qualitative Disclosure of Market Risk 19
Item 8 Financial Statements and Supplementary Data 19
Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 20
Item 9A(T)   Controls and Procedures 20
Item 9B Other Information 21
Item 10 Directors, Executive Officers and Corporate Governance 21
Item 11 Executive Compensation 23
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 25
Item 13 Certain Relationships and Related Transactions, and Director Independence 26
Item 14 Principal Accountant Fees and Services 26
Part 15 Exhibits, Financial Statements and Schedules 27

Cautionary Statement Regarding Forward-Looking Statements

This annual 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 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.


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In some cases, you can also identify forward-looking statements by terminology such as “may”, “will”, “should”, “plans”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, beginning on page 5, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. 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 (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. References to common shares refer to common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our”, and “Theron” mean Theron Resource Group unless otherwise indicated. Theron is an exploration stage Corporation. There is no assurance that commercially viable mineral deposits exist on the claims we have under option. Further exploration and/or drilling will be required before a final evaluation as to the economic and legal feasibility of our projects is determined.

Glossary of Exploration Terms

The following terms, when used in this report, have the respective meanings specified below:

Development

Preparation of a mineral deposit for commercial production, including installation of plant and machinery and the construction of all related facilities. Development of a mineral deposit can only be made after a commercially viable mineral deposit, a reserve, has been evaluated as economically and legally feasible.

 

Diamond drill

A type of rotary drill in which the cutting is done by abrasion rather than percussion. The cutting bit is set with diamonds and is attached to the end of long hollow rods through which water is pumped to the cutting face. The drill cuts a core of rock, which is recovered in long cylindrical sections an inch or more in diameter.

 

Exploration

Prospecting, trenching, mapping, sampling, geochemistry, geophysics, diamond drilling and other work involved in searching for mineral bodies.

 

Geochemistry

Broadly defined as all parts of geology that involve chemical changes or narrowly defined as the distribution of the elements in the earth’s crust; the distribution and migration of the individual elements in the various parts of the earth.

 

Geology

The science that deals with the history of the earth and its life especially as recorded in the rocks; a chronological account of the events in the earth’s history.

 

Geophysics

The science of the earth with respect to its structure, components and development.

 

Mineral

A naturally occurring inorganic element or compound having an orderly internal structure & characteristic chemical composition, crystal form & physical properties.

 

Mineralization               

Rock containing an undetermined amount of minerals or metals.



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PART I

ITEM 1. DESCRIPTION OF BUSINESS

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 1574 Gulf Road, Number 158, Point Roberts, Washington 98281; telephone (888) 755-9766.

There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation. We are a start-up, exploration stage company engaged in the search for gold and related minerals. There is no assurance that a commercially viable mineral deposit, a reserve, exists in our claim or can be shown to exist until sufficient and appropriate exploration is done and a comprehensive evaluation of such work concludes economic and legal feasibility.

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

Our Current Business – Mineral Exploration

On February 21, 2007, we optioned a property containing six mineral claim blocks in south-western B. C. by entering into an Option To Purchase And Royalty Agreement with Bryan Livgard, the beneficial owner of the claims, an arms-length B.C. resident, to acquire the claims by making certain expenditures and carrying out certain exploration work. On March 31, 2011, we extended relevant terms of the Option by two full years to August 31, 2012 and 2013 as applicable by entering into a First Amendment to the Option to Purchase and Royalty Agreement with the Executress to the Estate of the Late Brian Livgard.

The phase I exploration program on the George property commenced on April 30, 2009, and was completed on June 04, 2009, under the supervision of Egil Livgard, P. Eng., the author of the initial geological and engineering report on the project. Our portion of the phase I geological exploration program on the property cost $20,000 which is a reflection of local costs for the specified type of work. The Assessment Report on the work carried out on the Claims was received on July 25, 2011,and called for a Phase II work program which will cost an estimated $155,000. We are currently seeking financing for moving forward with the project; no decisions have yet been made and no expressions of interest in assisting with the financing have been received to this date. The Vendor has agreed not to terminate the option agreement prior to August 31, 2012.

Our Proposed Exploration Program – Plan of Operation

Our business plan is to proceed with the exploration of the George mineral claims to determine if there are commercially exploitable deposits of gold and silver; however, we are seeking alternative opportunities to increase the value of the Corporation. The option agreement expired May 31, 2009, but the property owner has agreed not to terminate the option agreement prior to August 31, 2012.

For a detailed discussion of the results of the phase I portion of the exploration program and our plan of operation, refer to page 11 – Our Proposed Exploration Program - Plan of Operation – Results of Operations.


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ITEM 1A RISK FACTORS

Risks Associated with Theron Resource Group, Our Financial Condition and Our Business Model

1. We are an exploration stage corporation, lack a business history and have losses that we expect to continue into the future. If the losses continue we will have to suspend operations or cease functioning.

We were incorporated on April 11, 2006. Although we have started our proposed business and have completed the first phase of exploration of our optioned mineral project, we have not realized any revenues. We have no business history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $143,017. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to find a profitable exploration property, to generate revenues and to reduce exploration costs.

Based upon current plans, we expect to incur losses in future periods. This will happen because there are expenses associated with the exploration of our optioned property. We may not be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

2. We have no known mineral reserves and we may not find any gold or if we find gold it may not be in economic quantities. If we fail to find any gold or if we are unable to find gold in economic quantities, we will have to suspend operations.

The worldwide mining industry is founded upon small parcels of land being explored by junior exploration entities while the chances of finding reserves on any individual prospect is almost infinitesimal. It is not uncommon to spend millions of dollars on a potential project, complete many phases of exploration and still not obtain reserves that can be economically exploited. Therefore, the chances of Theron’s property having mineral reserves are remote. We have no known mineral reserves. Even if we find gold it may not be of sufficient quantity so as to warrant recovery. Additionally, even if we find gold in sufficient quantity to warrant recovery it ultimately may not be recoverable. Finally, even if any gold is recoverable, we do not know that this can be done at a profit. Failure to locate deposits in economically recoverable quantities will cause us to cease operations.

3. We require substantial funds merely to determine if mineral reserves exist on our optioned property.

Any potential development and production of our exploration properties depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified engineers and geologists. Such programs require substantial additional funds. Any decision to further expand our plans on these exploration properties will involve the consideration and evaluation of several significant factors including, but not limited to the costs of bringing the property into production including exploration work, preparation of production feasibility studies and construction of production facilities, the availability and costs of financing, ongoing costs of production, market prices for the products to be produced, environmental compliance regulations and restraints and political climate and/or governmental regulation and control.

4. Titles to the claims are registered in the name of another person. In order to exercise our rights under the option agreement we must incur certain exploration costs and make royalty payments. Our failure to incur the exploration expenditures or to make the royalty payments will result in forfeiture of our right to acquire the claims and will result in our having to cease operations.

Title to the claims we intend to explore is not held in our name but rather that of the estate of Bryan Livgard, a resident of B.C., recently deceased. In the event Livgard’s estate were to grant another person a deed of ownership which was subsequently registered prior to our deed, the third party would obtain good title and we would have nothing. Similarly, if he were to grant an option to another party, that party would be able to enter the claims, carry out certain work commitments and earn right and title to the claims and we would have little recourse as we would be harmed, will not own any property and would have to cease operations. The option agreement does not specifically reference these risks or the recourse provided. Although we would have recourse against Livgard or his estate, under common law, there is a question as to whether that recourse would have specific value.


6

Under the terms of an option agreement, Theron has the right to acquire the title to the claims upon incurring exploration expenses on the claims of a minimum of $20,000 by August 31, 2010, (paid) incurring additional exploration expenses in the amount of $40,000 by August 31, 2011, and making annual advance on royalty payments in the amount of $25,000 commencing May 31, 2013. Failure by Theron to make any of the payments or failure to incur the required exploration expenses will result in the loss of the option to acquire the claims in which case Theron will have to cease operations. The dates of these obligations have been extended by the vendor as the result of the late receipt of the phase I report and the issues of obtaining sufficient capital to carry out the recommended phase II program.

5. Management will devote only a limited amount of time to Theron’s business. Failure of our management to devote a sufficient amount of time to our business plans may adversely affect the success of our business, plus which management lacks formal training in mineral exploration.

Because Liang Kwong Lim, our President and CEO, will be devoting only approximately 6 hours per week to our business plans, our business may suffer. As a result, exploration of the property may be periodically interrupted or suspended. Interruptions to, or suspension of, exploration may cause us to cease operations. Mr. Liang has no professional accreditation or formal training in the business of exploration and is not familiar with mineral exploration in Canada or the United States. With no direct training, familiarity or experience in these areas our management may not be fully aware of many of the specific requirements related to working within this industry. Decisions so made without this knowledge may not take into account standard engineering management approaches that experienced exploration corporations commonly make. Consequently, our business, earnings and ultimate financial success could suffer irreparable harm as a result of management’s lack of experience in the industry. Thus, we will retain such technical experts as are required to provide professional and technical guidance.

ITEM 1B. UNRESOLVED STAFF COMMENTS

As of the date of this report, there are no unresolved comments pending from the SEC.

ITEM 2. PROPERTIES

Our principal office is located at 1574 Gulf Road, Number 158, Point Roberts, Washington 98281. Our telephone number is (888) 755-9766. Our principal office is provided by our officer and director at no cost. We believe that the condition of our principal office is satisfactory, suitable and adequate for current needs.

We hold an option on a gold exploration and mining property known as the George claims containing six mineral claim blocks in south-western B. C. We entered into an Option To Purchase And Royalty Agreement with the late Bryan Livgard, the beneficial owner of the claims, an arms-length B.C. resident, to acquire the claims by making certain expenditures and carrying out certain exploration work. The reader is referred to Item 7 – “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on page 8 for greater detail on the property as well as current and planned operations for the claims.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to Theron.

 


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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Our last annual general meeting was held on November 25, 2011, at which time stockholders approved the following actions:

  • received and approved the financial statements of the Corporation for its financial year ended May 31, 2011, together with the report of the independent auditors thereon;
  • fixed the number of directors at one for the coming year;
  • elected a director, Liang Kwong Lim, to serve until the next annual general meeting of shareholders or until his successor(s) is/are elected or appointed;
  • ratified the appointment of Gruber & Associates, L.L.C., as independent auditors of the Corporation for the financial year ended May 31, 2012.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS and ISSUER PURCHASES OF EQUITY SECURITIES

Shares of our common stock became available for quotation on the Over-the-Counter Bulletin Board (“the OTC-BB) under the symbol “THRO” on December 17, 2009. The market for our common shares is limited and can be volatile. The following table sets forth the high and low bid prices relating to our common stock on a quarterly basis for the periods indicated as quoted on the OTC-BB quotation service. These quotations reflect inter-dealer prices without retail mark-up, mark-down or commissions and may not reflect actual transactions.

Month Ended High Bid Low Bid
February 28, 2010 $1.00 $0.90
May 31, 2010 $0.91 $0.91
August 31, 2010 $0.91 $0.91
November 30, 2010 $0.91 $0.91
February 29, 2011 $0.91 $0.91
May 31, 2011 $0.91 $0.91
August 31, 2011 $0.91 $0.91
November 30, 2011 $0.91 $0.91
February 29, 2012 $0.91 $0.91
May 31, 2012 $0.91 $0.91

As of the date of this report, we had 50 shareholders of record whose shares are held in street or nominee names. There are 7,900,000 shares outstanding.

Our common shares are issued in registered form. Olde Monmouth Stock Transfer Co., Inc., of 200 Memorial Parkway, Atlantic Highlands, NJ 07716 is our stock transfer agent and can be contacted by telephone at (732) 872-2727 and by facsimile at (732) 872-2728.

We have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. Although there are no restrictions that limit the ability to pay dividends on our common shares, our intention is to retain future earnings for use in our operations and the expansion of our business.

ITEM 6. SELECTED FINANCIAL DATA

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 


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ITEM 7. MANAGEMENT’S DISCUSSION and ANALYSIS OF FINANCIAL CONDITION and RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report, particularly in the section entitled “Risk Factors” on page 5.

We are an exploration stage company without any revenue which has incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

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 1574 Gulf Road, Number 158, Point Roberts, Washington 98281; telephone (888) 755-9766. We are a start-up, exploration stage company engaged in the search for gold and related minerals. There is no assurance that a commercially viable mineral deposit, a reserve, exists in our claim or can be shown to exist until sufficient and appropriate exploration is done and a comprehensive evaluation of such work concludes economic and legal feasibility.

On February 21, 2007, as amended on March 31, 2011, we optioned a property containing six mineral claim blocks in south-western B. C. by entering into an Option To Purchase And Royalty Agreement with Bryan Livgard, recently deceased, the beneficial owner of the claims, to acquire the claims by making certain expenditures and carrying out exploration work.

Under the terms of the agreement, Livgard granted to Theron the right to acquire 100% of the right, title and interest of Livgard in the property, subject to his receiving annual payments and a royalty, in accordance with the terms of the agreement, as follows:

  a)

Theron, or its permitted assigns, contributing exploration expenditures on the property of a minimum of US $20,000 on or before May 31, 2009 (which sum was paid; an engineering report was received in July, 2010, which recommended a phase II exploration program at a projected cost of $155,000);

     
  b)

Theron, or its permitted assigns, contributing exploration expenditures on the property of a further US $40,000 for aggregate minimum contributed exploration expenses of US $60,000 on or before August 31, 2012. We expect to be in a position to move forward during the current fiscal year;

     
  c)

Upon exercise of the option agreement, Theron will pay to Livgard US $25,000 per annum as pre- payment of the net smelter return, effective May 31, 2013; and

     
  d)

Theron will pay to Livgard an annual royalty equal to three percent (3%) of NSR; and

The dates of each of b), c) and d) above were extended by 24 months as the result of the late receipt of the engineering report on phase I and the challenges of raising the capital required to carry out the recommended phase II exploration program.

The names, tenure numbers, date of recording and expiration date of the claims are as follows:

Claim Name Tenure No. Recording Date Expiry Date Size (ha)
George 1 531574 Sept. 09, 2005 Sept. 09, 2012 418
George 2 531575 Sept. 09, 2005 Sept. 09, 2012 418
George 3 531576 Sept. 09, 2005 Sept. 09, 2012 418
George 4 533550 Sept. 09, 2005 Sept. 09, 2012 314
George 5 550171 Jan. 24, 2006 Jan. 24, 2013 63
George 6 522308 Feb. 19, 2007 Feb. 19, 2013 146
Totals 6 Claims     1,770


9

Livgard holds the rights to the property which thereby gives him or his designated agent or joint venture partner, the right to mine and recover all of the metals contained within the surface boundaries of the property continued vertically downward.

Livgard has granted an option to Theron to allow us to explore, mine and recover any metals on the claims. If Livgard were to grant an option to another party, that party would be able to enter the claims, carry out certain work commitments and earn right and title to the claims; we would have little recourse as we would be harmed, would not own any claims and would have to cease operations. However, Livgard would be liable to us for monetary damages for breach of the option agreement. The extent of that liability would be for our out of pocket costs for expenditures on the claims, if any, in addition to any lost opportunity costs if the claims proved to be of value in the future. The option agreement does not specifically reference these risks or the recourse provided. Although we would have recourse against Livgard, there is a question as to whether that recourse would have specific value.

Under B.C. law, if the ownership of the claims were to be passed to us and the deed of ownership were to be recorded in our name, we would have to pay a minimum of $20,000 and file other documents since we are a foreign corporation in Canada. We would also be required to form an B.C. corporation which would necessitate a board of directors, a majority of which would have to be residents of Canada, and obtain audited financial statements for that corporation. We have decided that if gold is discovered on the claims and it appears that it might be economical to remove the gold, we will record the deed of ownership, pay the additional tax and file as a foreign corporation or establish a corporate subsidiary in B.C.. The decision to record or not record is ours solely.

To date we have advanced $20,000 for the implementation of phase I of the planned exploration program of which the field work has been completed; the final engineering was received in late July, 2011. We have not spent any money on research and development activities. Information regarding the property was presented to Mr. Liang for review without any contractual obligations.


Figure 1 – George Claims Map – General Location


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Figure 2 – George Claim Group

Physiography, Location and Access

The property is about 70 kilometers of paved and dirt logging roads south of Merritt B.C. which is located approximately 230 kilometers northwest of Vancouver, B.C. via part of the Trans Canada Highway system and then along Highway 5, one of the main arteries into the interior of the Province.

The headwaters of Lawless Creek are the main source of flowing water in the vicinity of the property and its skarn deposits. The creek flows southerly through all the claims and a further 16 kilometers to its confluence with the Tulameen River; over this entire distance the channel is covered with placer claims. The source of the gold has not been located. Skarn copper-gold deposits on the claims or fracture deposits are possible sources.

Regional Geology

The rock types on the claims have been mapped as the Triassic Nicola Group consisting of andesitic flows, tuff, argillite and limestone; all are indicators of the possible presence of gold in the area of the claims. Three mineral showings have been located and received minor exploration work consisting of pitting, geology, sampling and a magnetic survey.

A limited stream silt survey was carried out in mid 2006 by Mr. Livgard. The mapping and sampling revealed copper, gold and silver mineralization in altered layered rocks partly in the vicinity of and certainly related to intrusive activity. The mineralization has been classified as skarn deposition that can occur as disseminations in altered rock or as massive replacement of limestone.


11

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

Our business plan continues to proceed with the exploration of the George mineral claims to determine if there are commercially exploitable deposits of gold and silver; however, we are seeking alternative opportunities to increase the value of the Corporation. The option agreement expired May 31, 2009, but the Vendor will not terminate the agreement prior to August 31, 2012.

Evaluation and conclusions – Phase I exploration program

The exploration in 2008 and 2011 and that discussed in the report consisted of further stream silt sampling, two grids of soil sampling, rock sampling and geological examination. The soil and rock sampling on the north part of the claims outlined anomalous soil in copper and values of gold and copper in narrow stringers. Exploration in 2008 consisted of a bark sample with analysis for halogen gasses in an attempt to reach response from mineralization at depth. Soil sampling south of the initial survey was carried out without any positive results. Some geology and further rock sampling was also done.

The mineral showings on the George claims may perhaps be either large disseminated copper-gold deposits in rocks altered by an intrusive body, such as the QR Gold Mine Deposits in the Cariboo region of B.C. that is found at the indurated alteration front of the intrusive body about 300 meters away from the contact, or as massive replacement mineralization in limestone such as at the Bowser Creek Deposits in Alaska where disseminated silver–zinc occurs in altered limestone or as massive replacement of limestone. The disseminations may extend over a few kilometers in length and up to 250 meters in width.

The three fault intersection on the south-western George claims did not return notable soil values nor did silt samples in the vicinity. The only fault exposure that has been found lies about one kilometer distant from the fault junction on the southwest striking fault branch. The five channel samples across the exposed part of the fault and one grab sample gave low values but two were anomalous in copper, and soil samples near the three fault junction indicate that the southwest fault may carry some mineralization.

On the northern part of the claims the rocks have undergone contact metamorphic alteration with introduction of quartz, pyrite, chalcopyrite and gold values from near the intrusive contact and up to 400m to perhaps 500m southwest of the contact. At the B and R showing one narrow sample (7.0 cm) gave roughly ½ gram gold and 0.15 % copper per tonne and the soil grid outlined anomalous values that extend south-easterly. Rock samples have located low grade copper-gold values particularly at the Dawn showing. Standard sampling and testing methods were employed with all analyses being completed by Acme Analytical Laboratories of Vancouver, B.C.

A bark survey covering the Nicola Group rocks from about 150 meters to 450 meters away from the contact to the intrusive rocks has indicated anomalous values in Br, Cl, F, I, indicators of buried mineralization, at several locations. The writer concludes that these anomalies warrant exploration by diamond drilling. The outside dead bark of lodge pole pine was collected in “kraft” paper bags and sent to Activation Laboratories Ltd. for analysis of the content of the elements Cl, Br, F, I, one or more of which are common constituents of mineral deposits. The elements escape from the deposit and being gaseous will tend to penetrate overlaying rocks and overburden and may be taken up by surface organic growth. The lodge pole pine bark has been determined to be a good collector.

The report makes the following observations and recommendations

  1.

The sample results of the bark survey, location maps and forest cover report should be submitted to Colin Dunn, Biogeochemistry Consultant, for evaluation and further work contingent upon his recommendations;

     
  2

the property exploration has now been narrowed down to 2-3 areas each not more than about 1/10 of a square kilometer;

     
  3

an excavator should be brought in and used to construct an access road to the anomalous areas;

     
  4

bedrock should be exposed by trenching and diamond drill sites should be constructed;

     
  5

the anomalous halogen response areas and trenches should be geologically mapped in detail;



12

  6

six diamond drill holes in at least 3 locations be drilled to an average depth of 125 meters for a total of 750 meters. The core must be described and zones of interest must be split, sampled and analyzed and stored at a safe place.

The estimated costs of the above recommendations are as follows:

Consultant

$    3,500

Geologist and assistant

$  28,000

Accommodation & meals & travel

$  10,400

Excavator

$  18,000

Diamond drilling – 750 meters

$  90,000

Assaying of split core

$    6,000

Report and maps

$    5,000

Sub-total          

$140,900

Contingency 10%

$  14,100

Total          

$155,000

Phase II will not be carried out until 2012 or 2013; the estimate is based on local costs for this type of work.

Results of Operations

    Year Ended May 31  
    2012     2011  
Revenue $  0   $  0  
Operating Expenses   39,756     17,933  
Net Profit (Loss) $ (39,756 ) $ (17,933 )

COMMON SHARES: Since inception we have used common stock, an advance from a related party and a promissory note from an unrelated party to raise money for our optioned mineral acquisition and corporate expenses. Net cash provided by financing activities in the most recent fiscal year ended May 31, 2012, was $13,000 as the result of the receipt of $13,000 in the form of a non-interest bearing loan from an unrelated party, a shareholder. In the fiscal year ended May 31, 2011, cash flows form financing activity was $32,000 as the result of the receipt of $50,000 in the form of a promissory note and the repayment of $18,000 previously loaned from a related party. Net cash provided by financing activities from inception on April 11, 2006 was $128,000 ($65,000 as proceeds received from sales of our common stock, $50,000 as a note payable and an advance from a shareholder).

Revenue

We have not earned any revenues since our inception.

Expenses

Our operating expenses for the year ended May 31, 2012, and 2011 are outlined in the table below:

    Year Ended May 31  
    2012     2011  
Mineral property exploration $  0   $  0  
Gain / (loss) on foreign exchange   7     (3 )
Professional fees   6,881     6,885  
Communications expenses   2,597     482  
Office expenses   3,394     2,022  
Travel and entertainment   4,370     2,254  
Filing fees   17,600     3,187  
Transfer agent services   2,400     2,490  
Interest on promissory notes payable   2,507     616  


13

    Year Ended May 31  
    2012     2011  
Contributed services   0     0  
TOTAL $ 39,756   $ 17,933  

During the year ended May 31, 2012, Theron incurred operating expenses of $39,756 as compared to $17,933 for the similar period last year and a total of $143,017 for the period from inception on April 11, 2006, to May 31, 2012.

The costs incurred can be further subdivided into the following categories.

ACQUISITION OF MINERAL PROPERTY INTEREST: Theron did not incur mineral property acquisition costs for the fiscal year ended on May 31, 2012, or for the previous fiscal year. From inception to May 31, 2012 we have incurred $4,242 in such costs. This expense category will vary depending on mineral interest acquisition activities.

MINERAL PROPERTY EXPLORATION: We did not incur mineral property exploration costs for the fiscal year ended on May 31, 2012, or for the previous fiscal year. From inception to May 31, 2012, we have incurred $20,082 in such costs which will vary depending on our future exploration activities.

GAIN (LOSS) ON FOREIGN EXCHANGE: Our exploration and acquisition costs and certain expenses have been incurred in Canadian Dollars. $7 was lost on the exchange of USD to CAD in the fiscal year under review while a gain of $3 was recorded for the period ended May 31, 2011. For the period April 11, 2006, (inception) through May 31, 2012, Theron has lost a total of $97 on foreign exchange transactions. Gains or losses are subject to fluctuations in the exchange rate between the Canadian and U.S. Dollar and are, largely, unpredictable.

PROFESSIONAL FEES: Theron incurred $6,881 in professional fees for the fiscal year ended on May 31, 2012, as compared to $6,885 for the previous fiscal year. From inception to May 31, 2012, we have incurred $45,446 in professional fees mainly spent on legal and accounting matters. This expense category will vary depending on corporate capital raising activities.

COMMUNICATIONS: $2,597 in communications costs were incurred in the fiscal year under review while $482 was incurred for the period ended May 31, 2011. For the period April 11, 2006 (inception), through May 31, 2012, Theron has spent a total of $6,884 on such expenses.

OFFICE EXPENSES: $3,934 in office costs were incurred in the past year. By comparison, $2,022 was incurred for previous fiscal period ended May 31, 2011. From inception through May 31, 2012, a total of $10,856 has been spent on office related expenses.

TRAVEL AND ENTERTAINMENT COSTS: $4,370 in travel and entertainment expenses were incurred in fiscal year under review while $2,254 was incurred for the period ended May 31, 2011. For the period April 11, 2006 (inception), through May 31, 2012, Theron has spent a total of $12,198 on travel, entertainment and related costs.

FILING FEES: We incurred $17,600 in filing costs for the year ended May 31, 2012, and $3,187 for the period ended May 31, 2011. From inception through May 31, 2011, $29,424 was recorded for various filing fees including EDGAR and other related expenses. This cost category will change depending on filing requirements with the SEC and other regulatory bodies. The reason for the large increase this year was the added expense of filings to the B.C. Securities Commission which deemed the Corporation to be a reporting issuer in the Province of British Columbia.

TRANSFER AGENT EXPENSES: $2,400 in transfer agent costs were incurred in the most recent fiscal year while $2,490 was incurred in the previous year ended on May 31, 2011. From April 11, 2006 (inception), through May 31, 2012, 976155 has been spent on transfer agent costs which in the future will cost approximately $200 per month plus new share issuance costs.


14

INTEREST ON PROMMISORY NOTES PAYABLE: $2,507 in interest expenses payable for the promissory note we incurred in order to pay all existing obligations and to provide for working capital while we sought out financing for phase II of the exploration property or an alternate project in which to become engaged while $616 was incurred in the previous year ended on May 31, 2011. From April 11, 2006 (inception), through May 31, 2012, $3,123 has been incurred in the interest on the promissory note payable.

CONTRIBUTED EXPENSES (OTHER SERVICES): No contributed expenses (for contributed administrative costs) were incurred for the year ended May 31, 2012, and none were incurred in the period ended May 31, 2011. For the period April 11, 2006 (inception), through May 31, 2011, a total of $50 in contributed expenses has been reflected in the financial statements. All contributed expenses are reported as contributed costs with a corresponding credit to additional paid-in capital. The Corporation’s president contributed administrative services to the Corporation for the period to May 31, 2007. The time and effort was recorded in the accompanying financial statements based on the prevailing rates for such services, which equalled $50 per hour based on the level of services performed. See also Note 6 to the audited financial statements.

RESEARCH AND DEVELOPMENT: Theron has not incurred any expenses for research and development since inception on April 11, 2006.

COMPENSATION: No compensation costs were incurred for the fiscal year ended on May 31, 2012, and none were incurred in the previous fiscal year which ended on May 31, 2011. From inception to May 31, 2012, there have been no charges to the compensation account.

INCOME TAX PROVISION: As a result of operating losses, there has been no provision for the payment of income taxes to date in 2011 - 2012 or from the date of inception.

At the end of the fiscal year under review, May 31, 2012, and the date of this report, Theron had 7,900,000 common shares issued and outstanding.

Liquidity and Financial Condition

Working Capital

    At May 31, 2012     At May 31, 2011  
Current Assets $  92   $  92  
Current Liabilities   78,281     54,116  
Working Capital $ (78,189 ) $ (38,433 )

Cash Flows

    At May 31, 2012     At May 31, 2011  
Net Cash Used in Operating Activities $ (25,841 ) $ (21,067 )
Net Cash Provided by (Used In) Investing Activities   Nil     Nil  
Net Cash Provided by Financing Activities   13,000     32,000  
Increase (Decrease) In Cash During The Period $ (12,841 ) $  10,933  

As of May 31, 2012, our company had a working capital deficit of $78,189.

Use of Proceeds

Net cash provided by financing activities from inception on April 11, 2006, to May 31, 2012, was $128,000 as a result of proceeds received from the sale of our common stock ($65,000), a $50,000 promissory note from an unrelated party and a loan of $13,000 from a shareholder. During that same period, the following table indicates how those proceeds have been spent to date:

Acquisition of mineral property interest $  4,242  
Mineral property exploration   20,082  
Loss on foreign exchange   97  
Professional fees   45,446  
Communications   6,884  
Office expenses   10,856  
Travel and entertainment expenses   13,198  
Filing fees   29,424  
Transfer agent   9,615  
Interest payable on promissory note   3,123  
Total Use of Proceeds to May 31, 2012 $ 142,967  


15

Future Operations

Presently, our revenues are not sufficient to meet operating and capital expenses. We have incurred operating losses since inception, and this is likely to continue through fiscal 2012 – 2013. Management projects that we may require $300,000 to fund our ongoing operating expenses and working capital requirements for the next twelve months, broken down as follows:

Operating expenses $  50,000  
Phase II exploration program   155,000  
Repayment of promissory note   50,000  
Repayment of loan   13,000  
Working Capital   82,000  
Total $ 350,000  

As at May 31, 2012, we had a working capital deficit of $78,189. We plan to raise the additional capital required to meet the balance of our estimated funding requirements for the next twelve months primarily through the sale of equity based securities. We do not anticipate that we will be able to satisfy any of these funding requirements internally until we significantly increase revenues.

There is substantial doubt about our ability to continue as a going concern because our business is dependent upon obtaining further financing. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Future Financings

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, and in order to continue operations. 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 other obligations as they become due. We are pursuing various alternatives to meet our immediate and long-term financial requirements. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations which would result in dilution to existing stockholders. There is no assurance that we will achieve any sales of equity securities or arrange for debt or other financing to fund our planned activities.

We presently do not have any arrangements for additional financing and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.


16

Going Concern

We are in the development stage, have not yet achieved profitable operations and are dependent on our ability to raise capital from stockholders or other sources to meet obligations arising from normal business operations when they become due. Therefore, 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.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment during the next twelve months.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

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

Functional Currency

The Company’s functional currency is the United States dollar. Dollar costs of Theron’s property acquisition and planned exploration costs are in Canadian Dollars (CDN). For purposes of consistency and to express United States Dollars throughout this report, Canadian currency has been converted into United States currency at the rate of US $1.00 being approximately equal to CAD 1.00 which is the approximate average exchange rate during recent months and which is consistent with the incorporated financial statements.

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar and where necessary the accounts of the Company’s foreign operations have been translated into United States dollars in accordance with ASC Topic “Foreign Currency Translation”. Assets and liabilities of those operations are translated in U.S. dollars using exchange rates as of the balance sheet date; income and expenses are translated using the average exchange rates for the reporting period. Translation adjustments are deferred in accumulated other comprehensive income (loss), a separate component of shareholders’ deficit.


17

Cash and Cash Equivalents

The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents at May 31, 2012.

Fair Value of Financial Instruments

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 values of the Company's financial instruments, which include cash, accounts receivable, and accrued expenses, approximate fair values due to the short-term maturities of such instruments. At May 31, 2012, the fair value of the Company’s financial instruments approximate their carrying value based on their terms and interest rates.

Commodity Price Risk: The ability of the Company to develop its properties and the future profitability of the Company is directly related to the market price of certain minerals.

Foreign Exchange Risk: The Company conducts of its exploration activities in Canadian dollars. The Company is therefore subject to gains or losses due to fluctuations in Canadian currency relative to the US dollar.

Mineral Interests

The Company is primarily engaged in the acquisition, exploration, and development of mineral properties.

Mineral property acquisitions are initially capitalized as tangible assets when purchased in accordance with FASB ASC 805-20-55-37. At the end of each fiscal quarter, the Company assesses the carrying costs for impairment. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserves.

Mineral property exploration costs are expensed as incurred.

As of May 31, 2012, and the date of this report the Company has not established any proven or probable reserves on its mineral properties and has incurred no acquisition or exploration costs.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Earnings (Loss) per Common Share

The Company computes 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; basic loss per share excludes the impact of common stock equivalents. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the “as if converted” basis, i.e., it utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. For the year ended May 31, 2012, and for the period April 11, 2006 (date of inception), through May 31, 2012, there were no variances between the basic and diluted loss per share as there were no potential dilutive securities.

Income Taxes

The Company adopted ASC Topic, “Accounting for Income Taxes” on inception. The Company recognizes 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. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.


18

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.

Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2011-11, an amendment to the accounting guidance for disclosure of offsetting assets and liabilities and related arrangements. The amendment expands the disclosure requirements in that entities will be required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The amendment is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013, and shall be applied retrospectively. We do not expect the adoption of this accounting pronouncement to have a material effect on our financial statements when implemented.

In September 2011, the FASB issued Accounting Standards Update (ASU) 2011-8 an amendment to the accounting guidance for goodwill in order to simplify how companies test goodwill for impairment. The amendment permits an entity to first assess the qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two step goodwill impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The amendment is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. We elected not to early adopt. We do not expect the adoption of this accounting pronouncement to have a material effect on our financial statements when implemented.

In June 2011, the FASB issued Accounting Standards Update (ASU) 2011-05 an amendment to the accounting guidance for presentation of comprehensive income. Under the amended guidance, an entity may present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In either case, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. For public companies, the amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and shall be applied retrospectively. Early adoption is permitted. We elected not to early adopt. Other than a change in presentation, the implementation of this accounting pronouncement is not expected to have a material impact on our financial statements when implemented.

In May 2011, the FASB issued guidance to amend certain measurement and disclosure requirements related to fair value measurements to improve consistency with international reporting standards. This guidance is effective prospectively for public entities for interim and annual reporting periods beginning after December 15, 2011, with early adoption by public entities prohibited. The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.

In December 2010, the FASB issued updated guidance on when and how to perform certain steps of the periodic goodwill impairment test for public entities that may have reporting units with zero or negative carrying amounts. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010, with early adoption prohibited. The adoption of this standard update did not impact the Company’s financial statements.


19

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2011-09”) which requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations. See note 9 of the financial statements for events occurring subsequent to May 31, 2012.

In January 2010, FASB issued Accounting Standards Update (“ASU”) No. 2011-06, “Improving Disclosures about Fair Value Measurements” which amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2010. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.

There are no other new accounting pronouncements adopted or enacted during the twelve months ended May 31, 2012, that had, or are expected to have, a material impact on our financial statements.

ITEM 7A. QUANTITATIVE and QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

As a “smaller reporting company”, we are not required to provide the information required by this Item.

ITEM 8. FINANCIAL STATEMENTS and SUPPLEMENTARY DATA

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

The Report of Independent Registered Public Accounting Firm by Gruber & Company, CPAs, PLLC, for the audited financial statements for the year ended May 31, 2012, is included herein immediately preceding the audited financial statements.


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Theron Resource Group

We have audited the balance sheet of Theron Resource Group (an exploration stage company) as of May 31, 2012, 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. Theron Resource Group’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of the Company's internal control over its financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects the financial position of the Company as of May 31, 2012, and the results of its operations, cash flows and changes in stockholders’ equity for the years ended May 31, 2012, and 2011 and for the period April 11, 2006 (date of inception), through May 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, conditions exist which raise substantial doubt about 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. Management’s plan in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ “Gruber & Company, LLC”

Gruber & Company, LLC

Lake Saint Louis, Missouri
July 27, 2012



Theron Resource Group
(an Exploration Stage Company)
Balance Sheets
May 31, 2011

    May 31, 2012     May 31, 2011  
Assets            
             
Current assets            
       Cash and cash equivalents $  92   $  12,933  
       Prepaid expenses   0     2,750  
             
           Total Assets   92     15,683  
             
Liabilities and Stockholders' Deficit            
             
Current liabilities            
     Accounts payable and liabilities   12,158     3,500  
     Promissory notes payable   50,000     50,000  
     Loan from shareholder   13,000     0  
     Interest due on promissory notes payable   3,123     616  
     Due to related party   0     0  
           Total liabilities   78,281     54,116  
             
             
Common Stock subject to rescission (Note 5)   ------     ------  
             
             
Stockholders' deficit            
             
     Common stock, 500,000,000 shares authorized, par value $0.001 
        7,900,000 shares issued and outstanding
 
7,900
   
7,900
 
     Additional paid-in capital   57,150     57,150  
     Other comprehensive loss   (222 )   (222 )
     Deficit accumulated during the exploration stage   (143,017 )   (103,261 )
           Total stockholders' deficit   (78,189 )   (38,433 )
             
           Total liabilities and stockholders' deficit $  92     15,683  

See accompanying notes to financial statements

F-1



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

                For the period  
                April 11, 2006  
    For the     For the     (date of inception)  
    year ended     year ended     through  
    May 31, 2012     May 31, 2011     May 31, 2012  
                   
Revenues $  ----   $     $  ----  
                   
Expenses                  
     Acquisition of mineral property interest   ----     ----     4,242  
     Mineral property exploration   ----     ----     20,082  
     Gain on Foreign Exchange   7     (3 )   97  
     Professional fees   6,881     6,885     45,446  
     Communications expense   2,597     482     6,884  
     Office expenses   3,394     2,022     10,856  
     Travel and entertainment   4,370     2,254     13,198  
     Filing fees   17,600     3,187     29,424  
     Transfer Agent   2,400     2,490     9,615  
     Interset on promissory notes payable   2,507     616     3,123  
     Other services   ----     ----     50  
                   
           Total expenses   39,756     17,933     143,017  
                   
Net loss $  (39,756 ) $  (17,933 ) $  (143,017 )
                   
Basic and diluted loss per common share   (0.01 )   (0.00 )      
                   
Weighted average number of common shares used in per 
     share calculations
 
7,900,000
   
7,900,000
   
 

See accompanying notes to financial statements

F-2



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

                            Deficit        
                            accumulated        
    Common           Additional     Other     during the     Total  
    shares     Common     paid-in     Comprehensive     exploration     stockholders'  
    outstanding     stock     capital     Loss     stage     equity  
Common shares issued for
   cash
 
6,000,000
   
$ 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 )

See accompanying notes to financial statements

F-3



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

                For the period  
                April 11, 2006  
    For the     For the     (date of inception)  
    year ended     year ended     through  
    May 31, 2012     May 31, 2011     May 31, 2012  
                   
Cash flows used for operating activities                  
Net loss $  (39,756 ) $  (17,933 ) $  (143,017 )
Adjustments to reconcile net loss to net cash provided
   by operating activities:
 
   
   
 
     Contributed services   0     0     50  
     Other comprehensive loss   0     0     (222 )
Changes in operating assets and liabilities                  
     Increase (decrease) in interest accrued on promissory note   2,507     616     3,123  
     (Increase) decrease in prepaid expenses   2,750     (2,750 )   0  
     Increase (decrease) in accrued expenses   8,658     (1,000 )   12,158  
                   
Cash flows used for operating activities   (25,841 )   (21,067 )   (127,908 )
                   
Cash flows from financing activities                  
     Repayment of shareholder advances   (766 )   (18,000 )   (766 )
     Advances from shareholders   13,766     0     13,766  
   Issuance of promissory note payable   0     50,000     50,000  
     Proceeds from issuance of common stock   0     0     65,000  
     Proceeds from issuance of common stock, subject to rescission   0     0     0  
                   
Cash flows from financing activities   13,000     32,000     128,000  
                   
Increase in cash and cash equivalents   (12,841 )   10,933     92  
                   
Cash and cash equivalents - Beginning of period   12,933     2,000     0  
                   
Cash and cash equivalents - End of period $  92   $  12,933   $  92  
                   
Supplemental Disclosures regarding cash flows                  
     Interest paid $  ---   $      ---   $  ---  
     Income taxes paid   ---     ---     ---  
                   
Non-cash financing activities                  
     Paid in capital from contributed services   ---     ---     50  

See accompanying notes to financial statements

F-4



THERON RESOURCE GROUP
(A Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2012

Note 1 – Nature of Operations

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

The Company is an “exploration stage company” and is subject to compliance with ASC (Accounting Standards Codification) Topic “Accounting and Reporting by Development Stage Companies”. We are devoting our resources to establishing the new business but its planned operations have not yet commenced: accordingly, no revenues have been earned during the period from April 11, 2006 (date of inception), to May 31, 2012.

Note 2 – Basis of Presentation and Going Concern

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

The Company’s financial statements at May 31, 2012, and for the year then ended 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. The Company incurred a loss of $39,756 for the year ended May 31, 2012, as compared to $17,933 in the previous fiscal year and $143,017 for the period from April 11, 2006 (date of inception), through May 31, 2012. We have not generated any revenues and no revenues are anticipated until we begin removing and selling gold; there is no assurance that a commercially viable deposit exists on the mineral claims that we have under option. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

Management’s plan to support the Company in operation 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 it needs from public offerings we will have to find alternative sources, such as a public offering, a private placement of securities, or loans from its officers, directors or others. If we require additional cash and can’t raise it, we will either have to suspend operations or cease business entirely.

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

Note 3 – Summary of Significant Accounting Policies

Cash and cash equivalents

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

Mining exploration costs

The Company is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisitions are initially capitalized as tangible assets when purchased in accordance with FASB ASC 805-20-55-37. At the end of each fiscal quarter, the Company assesses the carrying costs for impairment. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserves. Mineral property exploration costs are expensed as incurred.

F-5



THERON RESOURCE GROUP
(A Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2012

Note 3 – Summary of Significant Accounting Policies (continued)

As of May 31, 2012, the Company has not established any proven or probable reserves on its mineral properties and has incurred no acquisition or exploration costs.

The beneficial owner holds the right to the claims which give him or his designated agent the right to mine and recover all of the metals contained within the surface boundaries of the lease vertically downward. In the event he were to grant another deed which is subsequently registered prior to the Company’s deed, the third party would obtain good title and the Company would have nothing.

Reclamation costs

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

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

Use of estimates

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

Fair value of financial instruments and derivative financial instruments

SFAS No. 107 disclosures about fair value of financial instruments define the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of cash and current liabilities approximate fair value due to the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments in the management of foreign exchange, commodity price, or interest rate market risks.

F-6



THERON RESOURCE GROUP
(A Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2012

Note 3 – Summary of Significant Accounting Policies (continued)

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. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

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

No provision for income taxes has been recorded due to the net operating loss carry forwards totalling approximately $143,017 as of May 31, 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. The amount and availability of the net operating loss carry-forwards may be subject to limitations set forth by the Internal Revenue Code. Factors such as the number of shares ultimately issued within a three year look-back period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of the carry-forwards.

Basic and diluted net loss per share

The Company computes 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 year ended May 31, 2012, and for the period April 11, 2006 (date of inception), through May 31, 2012, there were no potential dilutive securities.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $250,000 insurance limit

Special purpose entities

The Company does not have any off-balance sheet financing activities.

Impairment or Disposal of Long-Lived Assets

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

F-7



THERON RESOURCE GROUP
(A Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2012

Note 3 – Summary of Significant Accounting Policies (continued)

Stock Based Compensation

The Company accounts for its stock-based compensation in accordance with ASC Topic “Share-Based Payment” and recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. The Company did not grant any new employee options and no options were cancelled or exercised during the year ended May 31, 2012. As of May 31, 2012, there were no options outstanding.

Business segments

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

Start-up expenses

Theron adopted ASC Topic “Reporting the Costs of Start-up Activities”, which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in the Company’s general and administrative expenses for the period from April 11, 2006 (date of inception), through May 31, 2012.

Foreign currency translation

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

Recently issued accounting pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2012-11, an amendment to the accounting guidance for disclosure of offsetting assets and liabilities and related arrangements. The amendment expands the disclosure requirements in that entities will be required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The amendment is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013, and shall be applied retrospectively. We do not expect the adoption of this accounting pronouncement to have a material effect on our financial statements when implemented.

In September 2011, the FASB issued Accounting Standards Update (ASU) 2011-8, an amendment to the accounting guidance for goodwill in order to simplify how companies test goodwill for impairment. The amendment permits an entity to first assess the qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two step goodwill impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The amendment is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. We elected not to early adopt. We do not expect the adoption of this accounting pronouncement to have a material effect on our financial statements when implemented.

F-8



THERON RESOURCE GROUP
(A Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2012

Note 3 – Summary of Significant Accounting Policies (continued)

In June 2011, the FASB issued Accounting Standards Update (ASU) 2011-05, an amendment to the accounting guidance for presentation of comprehensive income. Under the amended guidance, an entity may present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In either case, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. For public companies, the amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and shall be applied retrospectively. Early adoption is permitted. We elected not to early adopt. Other than a change in presentation, the implementation of this accounting pronouncement is not expected to have a material impact on our financial statements when implemented.

In May 2011, the FASB issued an amendment to the accounting guidance for fair value measurement and disclosure. Among other things, the guidance expands the disclosure requirements around fair value measurements categorized in Level 3 of the fair value hierarchy and requires disclosure of the level in the fair value hierarchy of items that are not measured at fair value in the statement of financial position but whose fair value must be disclosed. It also clarifies and expands upon existing requirements for measurement of the fair value of financial assets and liabilities as well as instruments classified in shareholders’ equity. The guidance is effective for interim and annual periods beginning after December 15, 2011. We do not expect the adoption of the guidance to have a material impact on our financial statements when implemented.

There are no other new accounting pronouncements adopted or enacted during the twelve months ended May 31, 2012, that had, or are expected to have, a material impact on our financial statements.

Note 4 - Notes payable

On March 3, 2011, the Company obtained a $50,000 loan from an unrelated party. The loan is evidenced by a note payable dated March 3, 2011, bearing interest at 5% per annum. The note payable plus accrued interest is due on March 3, 2012; 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 May 31, 2012.

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

Note 5 – Common stock transactions

Activity for the period 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 for $6,000 in cash.

F-9



THERON RESOURCE GROUP
(A Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2012

Note 5 – Common stock transactions (continued)

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

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

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

During April and May 2008, 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 the Company’s SB-2 registration statement dated October 11, 2007, and three selling shareholders resold 900,000 shares between December 23, 2007, and May 31, 2008. All of the 1,900,000 shares so issued or resold were issued or resold prior to the declaration of an effective date for the Company’s SB-2 registration statement under our mistaken assumption that the registration statement had become effective through the passage of time.

As a result, we made a rescission offering to the subscribers and the selling shareholders to refund their monies with interest if so requested under an S-1 Rescission Offering registration statement. These shares of common stock were subject to rescission by the shareholder because of our failure to comply with securities laws. Rescission rights for individual stockholders vary, based upon the laws of the states in which the stockholders reside. Common stock that is subject to rescission is recorded separately from stockholders' deficiency in a company's balance sheet. As the statute of limitations expire in the respective states, such amounts are reclassified to stockholders' deficiency. The S-1 was effective on April 13, 2009.

Accounting Series Release (“ASR”) No. 268 and Emerging Issues Task Force (“EITF”) Topic D-98 require that stock subject to rescission or redemption requirements outside the control of an entity to be classified outside of permanent equity. The exercise of the rescission right is at the holders’ discretion, but exercise of that right may depend in part on the fair value of the entity’s common stock, which is outside of the entity’s and the holders’ control. As a result, common stock subject to rescission was classified as temporary equity.

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

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

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

No shares were issued during the period.

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

No shares were issued during the period.

Activity for the period June 1, 2011, to May 31, 2012

No shares were issued during the period.

Note 6 – Common Stock Subject to Rescission

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

F-10



THERON RESOURCE GROUP
(A Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2012

Note 6 – Common Stock Subject to Rescission (continued)

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

Note 7 – Related party transactions

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

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

As of May 31, 2012, the amount due to a related party consisting of a $13,000 advance provided for working capital purposes. The advance has no definite maturity date and does not provide for interest.

Note 8 – Commitments

Under the terms of the Option to Purchase and Royalty Agreement, Theron must incur exploration expenditures on the George claims in the minimum amount of $20,000 by August 31, 2008, (paid) and an additional $40,000 by August 31, 2009, which has not been carried out to date due to the late receipt of an engineering report. In the event that the results of the development phases are unfavorable, the Company will terminate the option and will not be obligated to make any subsequent payments. We received an engineering report on the first phase project on July 15, 2010, and have spent some time reviewing it and its implications before determining future actions; we are currently seeking the funding required to carry out. The Vendor has verbally agreed not to terminate the option agreement until at least two years after the receipt of the engineering report on the phase I exploration work carried out in mid 2009; i.e., the Vendor will not terminate the agreement prior to August 31, 2012.

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

Note 9 – Income Taxes

Theron has losses carried forward for income tax purposes. There are no current or deferred income tax expenses for the period April 11, 2006, through May 31, 2012, due to our loss position and we have fully reserved for any benefits of these losses. Realization of the future tax benefits related to the deferred tax assets is dependent on the Company’s ability to generate taxable income within the net operating loss carry-forward period.

Note 10 – Subsequent Events

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

F-11


20

ITEM 9. CHANGES IN and DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods, including the interim period up through the date the relationship ended.

ITEM 9A(T). CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer (our president) and our principal accounting and financial officer (our chief financial officer and treasurer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. The design of a control system is also based upon certain assumptions about potential future conditions; over time controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

As of May 31, 2012, the year end period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief financial and chief executive officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this annual report. There have been no significant changes in our internal controls over financial reporting that occurred during the fiscal year ended May 31, 2012, that have materially or are reasonably likely to materially affect our internal controls over financial reporting.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of May 31, 2012. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses.

  1.

As of May 31, 2012, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

     
  2.

As of May 31, 2012, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.



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Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of May 31, 2012, based on the criteria established in Internal Control-Integrated Framework issued by COSO.

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to rules of the SEC that permit the company to provide only management's report in this annual report.

ITEM 9B. OTHER INFORMATION

None.


PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS and CORPORATE GOVERNANCE

The following individuals were serving as the directors and executive officers of our company as of the date of this annual report. All directors of our company hold office until the next annual meeting of our shareholders or until their successor(s) have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Name Position Held Age Date First Elected
Liang Kwong Lim Chief Executive Officer 54 September 12, 2011
Chief Operating Officer
  Chief Financial Officer  
  Director    

None of the directors or officers has professional or technical accreditation in the exploration, development or operations of mining or mining related projects. During the past year, our president, Mr. Liang, spent approximately 10% of his time (approximately 6 hours per week) on the affairs of Theron. For the coming year, it is anticipated that time commitment and requirement will remain approximately the same.

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.


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Liang Kwong Lim, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Director – Mr. Liang is a director who serves as president, chief executive officer, secretary, treasurer and chief financial officer. As such, he oversees all of the organization, planning, reporting and analyzing of the Corporation and manages all of its affairs. He. has more than twenty years executive-level experience in corporate and financial management of organizations. has held his office/position since September 12, 2011, will be spending approximately 6 hours of his time on the affairs of Theron and is expected to hold the office/position until the next annual meeting of our shareholders.

Prior to joining the Company, Mr. Liang spent many years in the import and export business both bringing consumer goods and products into Hong Kong and China and exporting Chinese made consumer goods and products. He recently established Ultra Professional Ltd. to provide business consultation services to organizations wishing to establish advertising businesses in China or which wish to direct Internet based advertising services to residents of China. The services he and his firm provide include licensing from various government bodies, security department approvals for clients and assisting in the provision of client information and databases.

Mr. Liang is not an officer or director of any publicly quoted or traded corporation.

Involvement in Certain Legal Proceedings

During the past five years, none of our officers, directors, promoters or control persons have had any of the following events occur:

  • a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
  • conviction in a criminal proceeding or being subject to a pending criminal proceeding, excluding traffic violations and other minor offenses;
  • being subject to any order, judgement or decree, not substantially reversed, suspended or vacated, of any court of competent jurisdiction, permanently enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking business; and/or
  • being found by a court of competent jurisdiction, in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgement has not been reversed, suspended or vacated.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of our common stock to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended May 31, 2012, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with , with the exception of the following:

Number of Transactions Failure to File
  Number of Not Reported on a Required
Name Late Reports Timely Basis Forms
Liang Kwong Lim 1(1) 1(1) 1

  (1)

Liang Kwong Lim failed to file a Form 3 – Initial Statement of Beneficial Ownership of Securities.



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Code of Ethics

Our board of directors on April 22, 2007, adopted a formal written Code of Business Conduct and Ethics and Compliance Program for all officers, directors and senior employees. Our Code of Business Conduct and Ethics Program was filed as an exhibit to our Form SB-2 filed with the SEC on October 4, 2007. A copy will be sent without charge to anyone requesting a copy by contacting us at our principal office by letter or e-mail.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Web Site

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

ITEM 11. EXECUTIVE COMPENSATION

(a) General

The particulars of the compensation paid to the following persons:

  • our principal executive officer;
  • each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended May 31, 2012, 2011 and 2010; and
  • up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended May 31, 2012, 2011 and 2010.

whom we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year.

(b) Summary Compensation Table

  Fiscal         Options  
Name and Year     Stock Securities Awards (Value Total
Principal Ended     Awards Underlying of Options) ($) Compen-
Position May 31 Salary Bonus ($) Options (5) sation
Liang Kwong Lim
– President & Director
2012 $0 $0 $0 Nil $0 $0
Jerry R. Satchwell
– President & Director
2011 $0 $0 $0 Nil $0 $0
Jerry R. Satchwell
– President & Director   
2010 $0 $0 $0 Nil $0 $0


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Further, Mr. Jerry R. Satchwell was deemed to have received $50 in 2006 – 2007 from Theron for certain administrative services as contributed administrative services with a corresponding credit to additional paid-in capital. No payments were made. Otherwise, neither Mr. Liang, our senior officer and director not Mr. Satchwell, our former senior officer and director has received no compensation for his time or services rendered to Theron and there are no plans to compensate him in the near future, unless and until we begin to realize revenues and become profitable in our business. The fair market value of the 6,000,000 shares of Theron issued to Mr. Satchwell in October, 2006 for cash consideration of $6,000 and sold to Mr. Liang in September, 2011, did not exceed the $0.001 per share that he paid for the shares.

(c) Options Grants During the Last Fiscal Year / Stock Option Plans

We do not currently have a stock option plan in favour of any director, officer, consultant or employee of our company. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or directors since we were founded.

(d) Aggregated Options Exercises in Last Fiscal Year

No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or directors since we were founded.

(e) Long-Tem Incentive Plans and Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers or directors or employees or consultants since we were founded.

(f) Compensation of Directors

The members of the Board of Directors are not compensated by Theron for acting as such. Directors are reimbursed for reasonable out-of-pocket expenses incurred. There are no arrangements pursuant to which directors are or will be compensated in the future for any services provided as a director.

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

(g) Employment Contracts, Termination of Employment, Change-in-Control Arrangements

There are no employment or other contracts or arrangements with our officers or directors other than those disclosed in this report. There are no compensation plans or arrangements, including payments to be made by Theron, with respect to the officers, directors, employees or consultants of Theron that would result from the resignation, retirement or any other termination of such directors, officers, employees or consultants. There are no arrangements for directors, officers or employees that would result from a change-in-control.


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(h) Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

(i) Family Relationships

There are no family relationships between any of our directors, executive officers or directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT and RELATED STOCKHOLDER MATTERS

(a) Security Ownership of Certain Beneficial Owners

The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The shareholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

  Name and Address of Beneficial Amount & Nature of Percentage
Title of Class Owner [1] [2] [4] Beneficial Ownership [3] of Class
  Liang Kwong Lim 6,000,000 75.9%
common stock 1574 Gulf Road, Number 158, Beneficial Owner  
  Point Roberts, WA 98281    

  [1]

The person named above may be deemed to be a “parent” and “promoter” of Theron, within the meaning of such terms under the Act by virtue of his direct and indirect stock holdings. Mr. Liang is the only “promoter” of Theron Resource Group

     
  [2]

The person named above does not have any specified rights to acquire, within sixty (60) days of the date of this report any options, warrants or rights and no conversion privileges or other similar obligations exist.

     
  [3]

As of May 31, 2012, and the date of this report.

     
  [4]

A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding. As of the date of this report, there were 7,900,000 shares of our common stock issued and outstanding.



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(b) Security Ownership of Management

The following table sets forth the names and addresses of each of our directors and officers and their respective date of commencement of their term with Theron. All directors and officers hold office until our next annual general meeting of shareholders or until a successor is appointed.

  Name and Address of Amount & Nature of Percentage
Title of Class Beneficial Owner [1] [3] Beneficial Ownership [2] of Class
  Liang Kwong Lim

  6,000,000

  75.9%

common stock 1574 Gulf Road, Number 158,    
  Point Roberts, WA 98281    
  Director and officer since Sept. 12, 2011    

  [1]

As of May 31, 2012, and the date of this report.

     
  [2]

Common shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at the date hereof based upon information furnished to Theron by individual directors and officers. All such shares are held directly.

     
  [3]

The person named above does not have any specified rights to acquire, within sixty (60) days of the date of this report any options, warrants or rights and no conversion privileges or other similar obligations exist.

The directors, officers and other members of management of Theron, as a group beneficially own, directly or indirectly, 6,000,000 of our common shares, representing 75.9% of the total issued and outstanding securities of Theron as of May 31, 2012, and the date of this report

There are no outstanding stock options.

(c) Equity Compensation Plans

We do not have a stock option plan in favour of any director, officer, consultant or employee of our company.

(d) Changes in Control

We do not anticipate at this time any changes in control of Theron. There are no arrangements either in place or contemplated which may result in a change of control of Theron. There are no provisions within our Articles or Bylaws that would delay or prevent a change of control.

ITEM 13. CERTAIN RELATIONSHIPS and RELATED TRANSACTIONS, and DIRECTOR INDEPENDENCE

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended May 31, 2011, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVIVES

The aggregate fees billed for the most recently completed fiscal year ended May 31, 2012, and for fiscal year ended May 31, 2011, for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:


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     Year Ended  
     May 31, 2012     May 31, 2011  
Audit Fees $6,000   $6,000  
Audit Related Fees   NIL     NIL  
Tax Fees   Nil     Nil  
All Other Fees   Nil     Nil  
Total $6,000   $6,000  

Audit Fees: The aggregate fees billed for the fiscal year ended May 31, 2012, for professional services rendered by the principal accountant for the audit of our annual financial statements and the review of financial statements included in our filed Form 10Qs were approximately $6,000 as compared to $6,000 for the similar period of the preceding fiscal year and for the period from inception on April 11, 2006, to May 31, 2012, the amount was approximately $30,000.

Audit-Related Fees: The aggregate fees billed for the fiscal year ended May 31, 2011, for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review for the audit or review of our annual financial statements and the review of financial statements and are not reported under the previous item, Audit Fees, was approximately $0 versus $0 for the similar period last year and for the period from inception on April 11, 2006, to May 31, 2012, the amount was $0.

Tax Fees: The aggregate fees billed for the fiscal years ended May 31, 2012, and 2011 for professional services rendered by the principal accountant for tax compliance and tax planning was approximately $0 and for the period from inception on April 11, 2006, to May 31, 2012, the amount was approximately $0.

All Other Fees: The aggregate fees billed for the fiscal years ended May 31, 2012, and 2011 for products and services provided by the principal accountant other than the services reported above was $0 and for the period from inception on April 11, 2006, to May 31, 2012, the amount was approximately $0.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.


PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Financial Statements

  (1)

Financial statements for our company are listed in the index under Item 8 of this report.

     
  (2)

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b) Exhibits

Exhibit No. Description
(1) Registration Statement
1.1 S-1 Rescission Offering Statement including audited financial statements for the fiscal year ended May 31, 2009, (incorporated by reference from our registration statement on Form S-1 filed on April 03, 2009
   
(10) Material Contracts
10.1 Option To Purchase And Royalty Agreement between Theron Resource Group and Bryan Livgard (incorporated by reference from our registration statement on Form SB-2 filed on October 04, 2007)
10.2 Code Of Business Conduct & Ethics and Compliance Program (incorporated by reference from our registration statement on Form SB-2 filed on Oct. 04, 2007)
   
(31) Section 302 Certification
31.1 * Section 302 Certification - Certification of Liang Kwong Lim as 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 * Section 302 Certification - Certification of Liang Kwong Lim as 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) Section 906 Certification
32.1 * Section 906 Certification - Certification of Liang Kwong Lim as Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 * Section 906 Certification - Certification of Liang Kwong Lim as Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed herewith


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THERON RESOURCE GROUP
(Registrant)

  By: /s/ “Liang Kwong Lim”
     
 

Liang Kwong Lim, President, Secretary, Treasurer and Director (Principal Executive Officer, Chief Executive Officer, Principal Financial Officer and Chief Financial Officer)

     
    Date: July 27, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

  By: /s/ “Liang Kwong Lim”
     

Liang Kwong Lim, President, Secretary, Treasurer and Director (Principal Executive Officer, Chief Executive Officer, Principal Financial Officer and Chief Financial Officer)

     
    Date: July 31, 2012