Company Quick10K Filing
Theron Resource
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10-Q 2010-02-28 Filed 2010-04-14
10-Q 2009-11-30 Filed 2010-01-14
8-K 2020-05-15
8-K 2020-03-26

THRO 10Q Quarterly Report

Part I
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis or Plan of Operation. Cautionary Note Regarding Forward-Looking Statements
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Item 4. Controls and Procedures
Part II - Other Information
Item 6. Exhibits
EX-31.1 exhibit31-1.htm
EX-31.2 exhibit31-2.htm
EX-32.1 exhibit32-1.htm

Theron Resource Earnings 2013-03-31

Balance SheetIncome StatementCash Flow

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

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

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (the “Exchange Act”)

For the quarterly period ended March 31, 2013

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _____to_______

Commission file number: 000-53845

THERON RESOURCE GROUP
(Exact name of small business issuer in its charter)

Wyoming 26-0665325
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)  

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

Issuer’s telephone number: 852-27425474

Securities Registered Under Section 12(b) of the Exchange Act: None

Securities Registered Under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value
(Title of class)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]                                      No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [  ]                                      No [   ]

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

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

Indicate by check mark whether the registrant is a shell Corporation (as defined in Rule 12b-2 of the Exchange Act).

Yes [X]                                      No [   ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 7,900,000 shares of Common Stock as of May 17, 2013.


THERON RESOURCE GROUP

TABLE OF CONTENTS  

    Page 
PART I  
     
ITEM 1 FINANCIAL STATEMENTS
     
  Condensed Balance Sheets as of March 31, 2013 (Unaudited) and December 31, 2012 3
     
Unaudited Condensed Statements of Operations and Other Comprehensive Loss for the three months ended March 31, 2013 and 2012 and from April 11, 2006 (date of inception) to March 31, 2013 4
     
Unaudited Condensed Statements of Changes in Stockholders’ Deficiency for the three months ended March 31, 2013 and from April 11, 2006 (date of inception) to March 31, 2013 5
     
Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2013 and 2012 and from April 11, 2006 (date of inception) to March 31, 2013. 6
     
  Notes to Condensed Financial Statements 7
     
ITEM 2 MANAGEMENT’S DISCUSSION AND ALAYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10
     
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 13
     
ITEM 4 CONTROLS AND PROCEDURES 13
     
PART II    
     
ITEM 6 EXHIBITS 14
     
  SIGNATURES 14


PART I

ITEM 1.   FINANCIAL STATEMENTS

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

 

  March 31,     December 31,  

 

  2013     2012  

  (Unaudited)        

ASSETS

           

 

           

Current assets

           

Prepayments

$  30,000   $  25,000  

Total Assets

$  30,000   $  25,000  

 

           

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

           

 

           

Current liabilities

           

Accounts payable and accrued liabilities

$  2,722   $  968  

Promissory note payable – in default

  50,000     50,000  

Interest due on promissory note payable

  5,207     4,581  

Advances from stockholders

  68,891     80,159  

Total current liabilities

  126,820     135,708  

 

           

Stockholders’ deficiency:

           

Common stock, $0.001 par value, 500,000,000 shares authorized, 7,900,000 shares issued and outstanding

  7,900     7,900  

Additional paid-in capital

  95,818     57,150  

Accumulated other comprehensive loss

  (222 )   (222 )

Deficit accumulated during the development stage

  (200,316 )   (175,536 )

Total stockholders’ deficiency

  (96,820 )   (110,708 )

 

           

Total liabilities and stockholders’ deficiency

$  30,000   $  25,000  

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

3


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

 

              From April 11,  

 

  Three months     Three months     2006 (date of

 

  ended     ended     inception) to  

 

  March 31,     March 31,     March 31,  

 

  2013     2012     2013  

 

  (Unaudited)     (Unaudited)     (Unaudited)  

 

                 

Revenue

$  -   $  -   $  -  

 

                 

Expenses

  24,780     2,255     200,316  

 

                 

Net loss

  (24,780 )   (2,255 )   (200,316 )

 

                 

Other comprehensive loss

                 

Currency exchange loss

  -     -     (222 )

 

                 

Comprehensive loss

$  (24,780 ) $  (2,255 ) $  (200,538 )

 

                 

Basic and diluted loss per common share

$  (0.00 ) $  (0.00 )      

 

                 

Weighted average number of common shares used in per share calculations

  7,900,000     7,900,000      

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

4


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

 

                          Deficit        

 

                          accumulate        

 

              Additional     Other     during the     Total  

 

  Common stock     Common     paid-in     comprehensive      exploration      stockholders’  

 

  outstanding     stock     capital     loss     stage     deficit  

Balance, April 11, 2006 (inception)

$  -   $  -   $  -   $  -   $  -   $  -  

Common shares issued for cash

  6,000,000     6,000     -     -     -     6,000  

Balance, May 31, 2006

  6,000,000     6,000     -     -     -     6,000  

Common shares issued for cash

  900,000     900     8,100     -     -     9,000  

Contributed services

  -     -     50     -     -     50  

Currency exchange loss

  -     -     -     (222 )   -     (222 )

Net loss for the year

  -     -     -     -     (14,774 )   (14,774 )

Balance, May 31, 2007

  6,900,000     6,900     8,150     (222 )   (14,774 )   54  

Net loss for the year

  -     -     -     -     (18,165 )   (18,165 )

Balance, May 31, 2008

  6,900,000     6,900     8,150     (222 )   (32,939 )   (18,111 )

Common shares issued for cash

  1,000,000     1,000     49,000     -     -     50,000  

Net loss for the year

  -     -     -     -     (35,834 )   (35,834 )

Balance, May 31, 2009

  7,900,000     7,900     57,150     (222 )   (68,773 )   (3,945 )

Net loss for the year

  -     -     -     -     (16,555 )   (16,555 )

Balance, May 31, 2010

  7,900,000     7,900     57,150     (222 )   (85,328 )   (20,500 )

Net loss for the year

  -     -     -     -     (17,933 )   (17,933 )

Balance, May 31, 2011

  7,900,000     7,900     57,150     (222 )   (103,261 )   (38,433 )

Net loss for the year

  -     -     -     -     (39,756 )   (39,756 )

Balance, May 31, 2012

  7,900,000     7,900     57,150     (222 )   (143,017 )   (78,189 )

Net loss for the period

  -     -     -     -     (32,519 )   (32,519 )

Balance, December 31, 2012

  7,900,000     7,900     57,150     (222 )   (175,536 )   (110,708 )

Stockholders’ contributions

  -     -     38,668     -     -     38,668  

Net loss for the three months period

  -     -     -     -     (24,780 )   (24,780 )

Balance, March 31, 2013 (Unaudited)

  7,900,000   $  7,900   $  95,818   $  (222 ) $  (200,316 ) $  (96,820 )

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

5


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

 

              From April 11,  

 

  Three months     Three months     2006 (date of

 

  ended     ended     inception) to  

 

  March 31,     March 31,     March 31,  

 

  2013     2012     2013  

 

  (Unaudited)     (Unaudited)     (Unaudited)  

Cash flows used for operating activities

                 

Net loss

$  (24,780 ) $  (2,255 ) $  (200,316 )

 

                 

Adjustments to reconcile net loss to net cash used for operating activities

           

   Contributed services

  -     -     50  

   Other comprehensive loss

  -     -     (222 )

 

                 

Changes in operating assets and liabilities

                 

   Increase in interest accrued on promissory notes payable

  625     625     5,207  

   Increase in prepaid expenses

  (5,000 )   -     (30,000 )

   Increase in accounts payable and accrued liabilities

  1,755     1,598     2,722  

Cash flows used for operating activities

  (27,400 )   (32 )   (222,559 )

 

                 

Cash flows from financing activities

                 

   Repayment of shareholders’ advances

  -     -     (766 )

   Advances from shareholders

  27,400     -     108,325  

   Issuance of promissory notes

  -     -     50,000  

   Proceeds from issuance of common stock

  -     -     65,000  

Cash flows from financing activities

  27,400     -     222,559  

 

                 

Decrease in cash and cash equivalents

  -     (32 )   -  

Cash and cash equivalents – Beginning of period

  -     106     -  

Cash and cash equivalents – End of period

$  -   $  74   $  -  

 

                 

Supplementary information

                 

Income tax paid

$  -   $  -   $  -  

Interest paid

  -     -     -  

 

                 

Non-cash financing activities

                 

   Paid-in capital from contributed services

$  -   $  -   $  50  

   Stockholder advances contributed to capital

  38,668     -     38,668  

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

6


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

1.

NATURE OF OPERATIONS

Theron Resource Group (the “Company,” “Theron,” or “THRO”) was incorporated in the State of Wyoming on April 11, 2006, as Theron Resource Group. There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation. Our new business plan anticipates purchasing and merging into THRO two companies that manufacture and license Bingo and other gaming and entertainment machines with operations in the Philippines, Macau, Hong Kong, Taiwan, Cambodia and Myanmar.

Theron is a “development stage company” and is subject to compliance with ASC (Accounting Standards Codification) Topic 915 “Accounting and Reporting by Development Stage Companies.” We are devoting our resources to establishing new business on which operations have not yet commenced; accordingly, no revenues have been earned from April 11, 2006 (date of inception) to March 31, 2013.

2.

BASIS OF PRESENTATION AND GOING CONCERN

Basis of Presentation

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

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

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

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

Going Concern

The Company’s financial statements at March 31, 2013, have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. We incurred a loss of $24,780 for the three months ended March 31, 2013, as compared to a loss of $2,255 for the three months ended March 31, 2012, and a loss of $200,316 for the period from April 11, 2006 (date of inception) to March 31, 2013. The Company has not generated any revenues. As of March 31, 2013, the Company had a stockholders’ deficiency of $96,820. These conditions raise substantial doubt as to our ability to continue as a going concern.

Management’s plan to support the Company in operations and to maintain its business strategy is to raise funds through public offerings and to rely on officers and directors to perform essential functions with minimal compensation. If we do not raise all of the money we need from public offerings, we will have to find alternative sources, such as a private placement of securities or loans or advances from our officers, directors or others. Such additional financing may not become available on acceptable terms and there can be no assurance that any additional financing that the Company does obtain will be sufficient to meet its needs in the long term. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. If we require additional cash and cannot raise it, we will either have to suspend operations or cease business entirely.

7


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

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

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

Basic and diluted net loss per share

We compute net income (loss) per share in accordance with ASC Topic "Earnings per Share." The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the "as if converted" basis. For the three months ended March 31, 2013 and 2012, and the period from April 11, 2006 (date of inception) to March 31, 2013, there were no potential dilutive securities.

Stock Based Compensation

We account for our stock-based compensation in accordance with ASC Topic "Share-Based Payment" and recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. We did not grant any employee options and no options were cancelled or exercised during the three months ended March 31, 2013 and 2012. As of March 31, 2013, there were no options outstanding.

Recently Issued Accounting Pronouncements

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

4.

COMMON STOCK TRANSACTIONS

Activity for the period from April 11, 2006 (date of inception) to May 31, 2006

On April 20, 2006, we issued 6,000,000 shares of common stock at a price of $0.001 per share to our founder, Jerry Satchwell, for $6,000 in cash.

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

On November 30, 2006, we issued 900,000 shares at a price of $0.01 per share for cash of $9,000 in connection with a private placement offering.

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

During April and May, 2008, the Company received $41,500 and had a subscription receivable in the amount of $8,500 for the issuance of 1,000,000 shares of common stock subscribed for at a price of $0.05 per share pursuant to our SB-2 registration statement dated October 11, 2007. In addition, three shareholders resold 900,000 shares between December 23, 2007 and May 31, 2008. The total of 1,900,000 shares of common stock issued or resold were issued or resold prior to the declaration of an effective date for the SB-2 registration statement.

8


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

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

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

Change in control

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

5.

RELATED PARTY TRANSACTIONS

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

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

During the three months ended March 31, 2013 and 2012, the Company’s stockholders provided advances of $27,400, to finance our working capital requirements. On March 31, 2013, advances of $38,668 due to three stockholders were forgiven, and have been reflected as additional paid-in capital.

The advances from stockholders totaled $68,891 and $80,159 as of March 31, 2013 and December 31, 2012, respectively. These advances are unsecured, due on demand, and non-interest bearing.

During the three months ended March 31, 2013, the Company’s office facility has been provided without charge by the Company’s major shareholders. Such cost was not material to the financial statements and accordingly, have not been reflected therein. In view of the Company’s limited operations and resources, the major shareholders did not receive any compensation from the Company during the three months ended March 31, 2013 and 2012.

6.

NOTE PAYABLE

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

During the three months ended March 31, 2013 and 2012, the Company accrued $625 in each period in interest payable under the note.

9



ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this report. Forward-looking statements are often identified by words like: “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project” and similar expressions or words which, by their nature, refer to future events.

In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from future results, levels of activity, performance or achievements stated or implied by these statements.

As used in this quarterly report, the terms “we,” “us,” “our,” and “Theron” mean Theron Resource Group, unless otherwise indicated.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (“USD” or “US$” or “$”) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common shares” refer to the common shares in our capital stock.

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

Overview

We were incorporated in the State of Wyoming on April 11, 2006, as Theron Resource Group. We are a start-up, development stage company that was originally engaged in exploration of mineral claims to determine if there were commercially exploitable deposits of gold and silver. We revised our business plan to one of purchasing and merging into THRO two companies that manufacture and license Bingo and other gaming and entertainment machines with operations in the Philippines, Macau, Hong Kong, Taiwan, Cambodia and Myanmar, although no letters of intent or binding acquisition agreements have been signed to date. Our statutory registered agent's office is located at 1620 Central Avenue, Suite 202, Cheyenne, Wyoming 82001 and our business office is located at Flat D-E, 24/F Dragon Centre, 79 Wing Hong Street, Kowloon, Hong Kong, telephone 852-27425474. There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation.

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

Employees

At present, we have no employees, other than Mr. Tsang, our officer and director. He does not have an employment agreement with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to employees.

10


Offices

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

RESULTS OF OPERATIONS

To date, we have not generated any revenues from our former mineral exploration business. We are devoting our resources to establishing new business on which operations have not yet commenced; accordingly, no revenues have been earned from April 11, 2006 (date of inception) to March 31, 2013.

Three Months Ended March 31, 2013 (Unaudited) Compared to Three Months Ended March 31, 2012 (Unaudited)

REVENUES

No revenue was generated for the quarter ended March 31, 2013 and 2012, or for the period from April 11, 2006 (date of inception) to March 31, 2013.

EXPENSES

 

              From April 11,    

 

  Three months     Three months     2006 (date of

 

  ended     ended     inception) to  

 

  March 31,     March 31,     March 31,  

 

  2013     2012     2013  

 

  (Unaudited)     (Unaudited)     (Unaudited)  

 

                 

Expenses

                 

   Acquisition of mineral property interest

$  -   $  -   $  4,242  

   Mineral property exploration

  -     -     20,082  

   Loss on foreign exchange

  -     -     97  

   Professional fees

  19,808     1,000     87,286  

   Communication expenses

  -     -     6,884  

   Office expenses

  -     -     13,928  

   Travel and entertainment

  -     -     15,127  

   Transfer agent

  600     600     13,063  

   Interest expense on promissory notes

  625     625     5,206  

   Filing fees

  3,683     -     34,127  

   Other services

  64     30     275  

Total expenses

$  24,780   $  2,255   $  200,316  

SUMMARY – Total expenses for the quarter ended March 31, 2013, amounted to $24,780, while $2,255 was spent in the similar period ended March 31, 2012. A total of $200,316 in expenses has been incurred since inception on April 11, 2006, through March 31, 2013. A highlight of costs for the period is as follows:

Professional Fees: $19,808 in professional fees were incurred for the quarter ended March 31, 2013 compared to $1,000 for the period ended March 31, 2012. The significant increase in professional fees between periods was the result of additional fees for consulting services in connection with the preparation and filing of our transition report on Form 10-K related to the change in our fiscal year end from May 31 to December 31,. From inception on April 11, 2006, we have incurred $87,286 in professional fees mainly spent on legal and accounting matters. This cost category will vary in spending depending on the legal and accounting activities of the Company.

Transfer Agent Fees: We spent $600 in transfer agent fees and related costs during the first quarter of 2013 and $600 in the similar period in 2012. From April 11, 2006 (date of inception) to March 31, 2013, we have spent $13,063 on transfer agent expenses. These costs will vary depending on our share issuances.

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Interest Expense On Promissory Note: We accrued $625 in interest expenses on the promissory note payable for both the quarters ended March 31, 2013 and 2012. From April 11, 2006 (date of inception) to March 31, 2013, a total of $5,206 has been accrued for future payment of the interest expense due to the costs of promissory notes

EDGAR Filing Fees: $3,683 and $0 (nil) in filing fee expenses were incurred for the quarters ended March 31, 2013 and 2012, respectively. For the period from April 11, 2006 (date of inception) to March 31, 2013, Theron has spent $34,127 on filing fees. This cost category will change depending on filing requirements with the SEC and other regulatory bodies.

Other General And Administrative Costs: $64 in other costs have been expensed for the quarter ended March 31, 2013 and $30 has been incurred in the similar period ended March 31, 2012. From April 11, 2006 (date of inception) to March 31, 2013, we have expended $275 ($50 of which represents contributed expense) on other or miscellaneous expenses or services. All contributed expenses are reported as contributed costs with a corresponding credit to additional paid-in capital.

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

NET LOSS – For the three months ended March 31, 2013, the net loss was $24,780 ($0.00 per share) as compared to a loss of $2,255 ($0.00 per share) for the similar period last year. The loss per share was based on a weighted average of 7,900,000 common shares outstanding at March 31, 2013, and 2012. The net loss from inception to March 31, 2013 is $200,316.

Theron did not net sell or issue any shares of its common stock during the most recent quarter. As of the date of this report Theron has 7,900,000 common shares issued and outstanding.

Theron continues to carefully control its expenses and overall costs as it moves its business development plan forward. We do not have any employees and engage personnel through outside consulting contracts or agreements or other such arrangements, including for legal, accounting and technical consultants.

PLAN OF OPERATION

As of March 31, 2013, we had a stockholders’ deficiency of $96,820.

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

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

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their annual report on the financial statements for the seven months ended December 31, 2012, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for continued operations. We are pursuing various financing alternatives to meet immediate and long-term financial requirements but results to date have not been encouraging. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our obligations as they become due.

LIQUIDITY AND CAPITAL RESOURCES

As of end of the quarter ended March 31, 2013, we have yet to generate any revenues from operations.

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Since inception, we have used our common stock, promissory notes and loans or advances from our officers, directors and shareholders to raise money for our optioned acquisition and for corporate expenses. Net cash provided by financing activities from inception on April 11, 2006 to March 31, 2013 was $222,559 as a result of gross proceeds received from sales of our common stock of $65,000 (less offering costs), a $50,000 promissory note through an unrelated party and net advances of $80,159 from shareholders. We issued 6,000,000 shares of common stock through a Section 4(2) offering in October, 2006 for cash consideration of $6,000. We issued 900,000 shares of common stock through a Regulation D offering in November, 2006 for cash consideration of $9,000 to a total of three subscribers. During May 2009, $50,000 cash was provided by financing activities as the result of the sale of 1,000,000 shares of common stock at a price of $0.05 per share issued under our SB-2 registration statement to a total of 44 shareholders.

As of March 31, 2013, the Company had a note payable of $50,000 plus accrued interest of $5,207. The note is unsecured and bears interest at a rate of 5% per annum. The note matured on March 3, 2012 and is currently in default.

As of March 31, 2013, the Company had outstanding advances from shareholders of $68,891. The advances are unsecured, due on demand, and non-interest bearing. On March 31, 2013, advances of shareholders totaling $38,668 were forgiven.

As of March 31, 2013, our total assets, consisting entirely of cash and prepayments, amounted to $30,000 and total liabilities were $126,820, mainly including a promissory note payable of $50,000 and shareholder advances of $68,891. We had a working capital deficit of $96,820.

NET CASH USED IN OPERATING ACTIVITIES – For the three month period ended March 31, 2013, $27,400 in net cash was used and for the similar period ended on March 31, 2012, the amount was $32. We have used $222,559 in net cash from inception on April 11, 2006 to March 31, 2013.

COMMON STOCK – Net cash provided by equity financing activities during the quarters ended March 31, 2013 and 2012 was nil ($0); $65,000 was received for the period from inception on April 11, 2006, through to and including March 31, 2013. No options or warrants were issued to issue shares at a later date in the most recent quarter.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

N/A

ITEM 4.   CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures.

   

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

   

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

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(b)

Changes in Internal Control Over Financial Reporting

   

During the quarter ended March 31, 2013, there were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 6.   EXHIBITS

Exhibits


101.INS*  

XBRL Instance Document

101.SCH*

XBRL Taxonomy Extension Schema

101.CAL*

XBRL Taxonomy Calculation Linkbase

101.DEF*

XBRL Taxonomy Extension Definition Linkbase

101.LAB*

XBRL Taxonomy Extension Labels Linkbase

101.PRE*

Taxonomy Extension Presentation Linkbase

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THERON RESOURCE GROUP

Date: May 20, 2013

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

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