Company Quick10K Filing
Theron Resource
10-K 2019-12-31 Filed 2020-05-14
10-Q 2019-09-30 Filed 2019-11-14
10-Q 2019-06-30 Filed 2019-08-14
10-Q 2019-03-31 Filed 2019-05-20
10-K 2018-12-31 Filed 2019-04-01
10-Q 2018-09-30 Filed 2018-11-08
10-Q 2018-06-30 Filed 2018-08-20
10-Q 2018-03-31 Filed 2018-05-21
10-K 2017-12-31 Filed 2018-03-30
10-Q 2017-09-30 Filed 2017-11-14
10-Q 2017-06-30 Filed 2017-08-14
10-Q 2017-03-31 Filed 2017-08-14
10-K 2016-12-31 Filed 2017-06-28
10-Q 2016-09-30 Filed 2016-11-14
10-Q 2016-06-30 Filed 2016-08-22
10-Q 2016-03-31 Filed 2016-05-16
10-K 2015-12-31 Filed 2016-03-30
10-Q 2015-09-30 Filed 2015-11-03
10-Q 2015-06-30 Filed 2015-09-11
10-Q 2015-03-31 Filed 2015-06-26
10-K 2014-12-31 Filed 2015-05-20
10-Q 2014-09-30 Filed 2014-11-19
10-Q 2014-06-30 Filed 2014-08-22
10-Q 2014-03-31 Filed 2014-05-20
10-K 2013-12-31 Filed 2014-04-15
10-Q 2013-09-30 Filed 2013-11-19
10-Q 2013-06-30 Filed 2013-08-19
10-Q 2013-03-31 Filed 2013-05-20
10-Q 2012-11-30 Filed 2013-01-22
10-Q 2012-08-31 Filed 2012-11-08
10-K 2012-05-31 Filed 2012-07-31
10-Q 2012-02-29 Filed 2012-04-16
10-Q 2011-11-30 Filed 2012-01-17
10-Q 2011-08-31 Filed 2011-10-14
10-K 2011-05-31 Filed 2011-08-29
10-Q 2011-02-28 Filed 2011-04-15
10-Q 2010-11-30 Filed 2011-01-20
10-Q 2010-08-31 Filed 2010-10-14
10-K 2010-05-31 Filed 2010-09-03
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 10K Annual Report

Part I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unsolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures.
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 Discussion and Analysis of Financial Conditions and Results of Operations
Item 8. Financial Statements and Supplementary Data
Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosures
Item 9A. Controls and Procedures
Item 9B. Other Information
Part III
Item 10. Directors, Executive Officers and Corporate Goverance
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 Services.
Part IV
Item 15. Exhibits
EX-31.1 exhibit31-1.htm
EX-31.2 exhibit31-2.htm
EX-32.1 exhibit32-1.htm

Theron Resource Earnings 2013-12-31

Balance SheetIncome StatementCash Flow

10-K 1 form10k.htm FORM 10-K 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 (the "Exchange Act")

For the fiscal year ended December 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [   ]                      No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

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 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 [X]                       No [   ]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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 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 [   ]

As of March 31, 2014, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $1,729,000 by reference to the price at which the common equity was last sold, which was $0.91 on May 4, 2010.

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 March 31, 2014.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

2


THERON RESOURCE GROUP

TABLE OF CONTENTS

    Page
PART I    
     
Item 1 Business 4
Item 1A Risk Factors 5
Item 1B Unresolved Staff Comments 5
Item 2 Properties 5
Item 3 Legal Proceedings 5
Item 4 Mine Safety Disclosures 5
     
PART II    
     
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 5
Item 6 Selected Financial Data 6
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 6
Item 8 Financial Statements and Supplementary Data 10
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 20
Item 9A Controls and Procedures 20
Item 9B Other Information 21
     
PART III    
     
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 24
Item 13 Certain Relationships and Related Transactions, and Director Independence 24
Item 14 Principal Accounting Fees and Services 25
     
PART IV    
     
Item 15 Exhibits, Financial Statement Schedules 26
     
  Signatures 27

3


PART I

ITEM 1. 

BUSINESS

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This 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 report, the terms "we," "us," "our," "Theron" or "THRO" and the "Company" mean Theron Resource Group, unless otherwise indicated.

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

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

Theron is a development stage corporation.

Overview

We were incorporated in the State of Wyoming on April 11, 2006 as Theron Resource Group. 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 DE, 24/F Dragon Centre, 79 Wing Hong Street, Kowloon, Hong Kong, telephone 852-27425474. There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation. We are a start-up, development stage corporation and our current business plan anticipates purchasing and merging into THRO two companies that manufacture and license Bingo and other gaming and entertainment machines with operations in the Philippines, Macau, Hong Kong, Taiwan, Cambodia and Myanmar.

On February 21, 2007, we optioned a property containing nine mineral claim blocks in southwestern British Columbia, Canada. Upon exercise of the option, we are required to pay, commencing May 31, 2013, $25,000 per annum, as royalty. The Company currently does not intend to exercise the option on the claim.

We 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.

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.

4



ITEM 1A. 

RISK FACTORS

Not applicable.

ITEM 1B. UNSOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

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 stockholder, 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.

ITEM 3. LEGAL PROCEEDINGS

As of the date of this filing, the Company is not a party to any legal proceeding that could reasonably be expected to have material impact on its operations or finances.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

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 "OTCBB") under the symbol "THRO" on December 17, 2009. Our common stock is currently quoted on the OTCQB tier of the OTC Markets Group. The OTCQB is an inter-dealer quotation and trading system and only market makers can apply to quote securities on the OTCQB. Trading in our common stock on the OTCQB has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. Further, these prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions.

The following table sets forth the high and low sale prices for our common stock as reported on Nasdaq.com for the periods indicated.*

    Common Stock  
    High     Low  

Year Ended December 31, 2013

           

Three months ended December 31, 2013

$  0.91   $  0.91  

Three months ended September 30, 2013

$  0.91   $  0.91  

Three months ended June 30, 2013

$  0.91   $  0.91  

Three months ended March 31, 2013

$  0.91   $  0.91  

 

           

Year Ended December 31, 2012

           

Three months ended December 31, 2012

$  0.91   $  0.91  

Three months ended September 30, 2012

$  0.91   $  0.91  

Three months ended June 30, 2012

$  0.91   $  0.91  

Three months ended March 31, 2012

$  0.91   $  0.91  

* The share prices shown represent the price of our common stock on the date it was last sold, May 10, 2010.

5


Holders

As of March 31, 2014, we had 50 holders of record of our common stock. There are 7,900,000 shares outstanding.

Outstanding Options, Conversions, and Planned Issuance of Common Stock.

As of December 31, 2013, there were no warrants or options outstanding to acquire any shares of our common stock.

Dividends and Related Policy

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.

Transfer Agent and Registrar

Our transfer agent is Odle Monmouth Stock Transfer Co., Inc., located at 200 Memorial Parkway, Atlantic Highlands, NJ 07716. Their telephone number is (732) 872-2727 and their facsimile number is (732) 872-2728.

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

None.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

The following is management’s discussion and analysis of certain significant factors which have affected our financial position and operating results during the periods included in the accompanying financial statements, as well as information relating to the plans of our current management and should be read in conjunction with the accompanying financial statements and their related notes included in this Report. References in this section to "we," "us," "our," or the "Company" are to the business of Theron Resource Group.

This Report contains forward-looking statements. Generally, the words "believes," "anticipates," "may," "will," "should," "expects," "intends," "estimates," "continues," and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this Report or other reports or documents we file with the SEC from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

BUSINESS OVERVIEW

We were incorporated in the State of Wyoming on April 11, 2006 as Theron Resource Group. 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 DE, 24/F Dragon Centre, 79 Wing Hong Street, Kowloon, Hong Kong, telephone (852) 2742-5474. 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, development stage corporation and our current 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.

6


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

We 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.

CRITICAL ACCOUNTING POLICIES, ESTIMATES AND ASSUMPTIONS

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 ("U.S. GAAP"). The preparation of our financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Actual results could differ materially from those estimates.

Our audited financial statements and the notes thereto contain more details of critical accounting policies and other disclosures required by U.S. GAAP.

RESULTS OF OPERATIONS

The Corporation did not generate any revenues from operations for the years ended December 31, 2013 and 2012. 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) up to December 31, 2013.

REVENUE

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

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the years ended December 31, 2013 and 2012, amounted to $111,036 and $47,951, respectively. The increase in expenses between the two periods is mainly due to valuation fees in connection with two companies that THRO is considering acquiring, filing expenses and professional fees related to SEC filings.

A total of $281,991 in expenses has been incurred since inception on April 11, 2006, through December 31, 2013. The expenses have varied based on the level of corporate activity.

INTEREST EXPENSE

Interest expense for both the years ended December 30, 2013 and 2012 amounted to $2,500, respectively. Interest expense for the years is attributable to a $50,000 unsecured promissory note we issued in March 2011 with an annual interest of 5%.

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 year ended December 31, 2013, the net loss was $113,536 ($0.01 per share), compared to a loss of $50,451 ($0.01 per share) for the year ended December 31, 2012. The loss per share was based on a weighted average of 7,900,000 common shares outstanding at December 31, 2013 and 2012, respectively. The net loss from inception to December 31, 2013 was $289,294.

7


Theron continues to carefully control its expenses and overall costs as it moves its business development plan forward. We do not have any employees other than our officer 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 December 31, 2013, we had a stockholders’ deficiency of $185,576.

Our current 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 have not recorded any revenues and have historically relied on issuance of debt and equity instruments for cash and advances from our stockholders to meet operating and capital expenses. We have incurred operating losses since inception, and this is likely to continue through fiscal 2014. The working capital requirements of the new business may be substantial and may depend on the terms of our potential acquisitions, whether for stock, debt or cash, or a combination, as appropriate.

As at December 31, 2013, we had a working capital deficit of $185,576.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the financial statements for the year ended December 31, 2013, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

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

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2013, we have yet generated any revenues from operations.

Since inception, we have used our common stock, promissory notes and loans or advances from our officers, directors and stockholders to raise money for our optioned acquisition and for corporate expenses.

NET CASH PROVIDED BY FINANCING ACTIVITIES: From inception on April 11, 2006 to December 31, 2013 net cash provided by financing activities was $289,762 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 $174,762 from stockholders. 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 subscribers.

As of December 31, 2013, the Company had a note payable of $50,000 plus accrued interest of $7,082. 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.

On March 31, 2013, advances from stockholders totaling $38,668 made in prior years were forgiven and as a result, were accounted as a capital contribution. As of December 31, 2013, the Company had outstanding advances from stockholders of $136,094. The advances are unsecured, due on demand, and non-interest bearing.

As of December 31, 2013, our total assets, consisting entirely of prepayments, amounted to $10,000 and total liabilities were $195,576, mainly including a promissory note payable of $50,000 and stockholder advances of $136,094.

8


NET CASH USED IN OPERATING ACTIVITIES: For the year ended December 31, 2013, $94,603 in net cash was used and for the year ended on December 31, 2012, the amount was $79,353. We used $289,762 in net cash for operating activities from inception on April 11, 2006 to December 31, 2013.

COMMON STOCK: There was no cash provided by equity financing activities during the years ended December 31, 2013 and 2012. A total of $65,000 was received from inception on April 11, 2006, through to and including December 31, 2013. There were no options or warrants granted to purchase our shares of common stock during the years ended December 31, 2013 and 2012, and from inception on April 11, 2006 up to December 31, 2013.

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.

 

 

9



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

10


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Theron Resource Group

               We have audited the accompanying balance sheets of Theron Resource Group (a development stage company) as of December 31, 2013 and 2012, and the related statements of operations and comprehensive loss, stockholders’ deficiency and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. 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 its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that we considered appropriate under 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 Theron Resource Group as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended, 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, the Company is in the development stage and has not generated any revenues from operations to date, and does not expect to do so in the foreseeable future. The Company has experienced recurring operating losses and negative operating cash flows since inception, and has financed its working capital requirements through the recurring sale of its convertible notes and equity securities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


WEINBERG & COMPANY, P.A.
Los Angeles, California
April 15, 2014

11


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

    December 31,     December 31,  
    2013     2012  

ASSETS

           

 

           

Current assets

           

Prepayments

$  10,000   $  25,000  

Total assets

$  10,000   $  25,000  

 

           

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

           

 

           

Current liabilities

           

Accounts payable and accrued liabilities

$  2,400   $  968  

Promissory note payable – in default

  50,000     50,000  

Interest due on promissory notes payable

  7,082     4,581  

Advances from stockholders

  136,094     80,159  

Total current liabilities

  195,576     135,708  

 

           

Commitments and contingencies

           

 

           

Stockholders’ deficiency

           

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

7,900 7,900

Additional paid-in capital

  95,818     57,150  

Accumulated other comprehensive loss

  (222 )   (222 )

Deficit accumulated during the development stage

  (289,072 )   (175,536 )

Total stockholders’ deficiency

  (185,576 )   (110,708 )

 

           

Total liabilities and stockholders’ deficiency

$  10,000   $  25,000  

The accompanying notes are an integral part of these financial statements

12


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

                From April 11,  
                2006(date of 
    Year ended     Year ended     inception) to  
    December 31,     December 31,     December 31,  
    2013     2012     2013  
                (Unaudited)  

Revenue

$ -   $  -   $  -  

 

                 

General and Administrative Expenses

  111,036     47,951     281,991  

 

                 

Loss from Operations

  (111,036 )   (47,951 )   (281,991 )

 

                 

Interest Expense

  2,500     2,500     7,081  

 

                 

Net loss

  (113,536 )   (50,451 )   (289,072 )

 

                 

Other comprehensive loss

                 

 - Currency exchange loss

  -     -     (222 )

 

                 

Comprehensive loss

$ (113,536 ) $  (50,451 ) $  (289,294 )

 

                 

Basic and diluted loss per common share

$ (0.01 ) $  (0.01 )      

 

                 

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 financial statements

13


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

                            Deficit        
                            accumulate     Total  
    Common           Additional     Other       during the     stockholders  
    stock     Common     paid-in     comprehensive     development     deficiency  
    outstanding     stock     capital     loss     stage        

Balance, April 11, 2006 (inception)

- $ - $ - $ - $ - $ -

Common shares issued for cash

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

Balance, May 31, 2006 (Unaudited)

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 (Unaudited)

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

Net loss for the year

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

Balance, May 31, 2008 (Unaudited)

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 (Unaudited)

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 (Unaudited)

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 (Unaudited)

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

Net loss for the period

  -     -     -     -     (21,824 )   (21,824 )

Balance, December 31, 2011 (Unaudited)

7,900,000 7,900 57,150 (222 ) (125,085 ) (60,257 )

Net loss for the year

  -     -     -     -     (50,451 )   (50,451 )

Balance, December 31, 2012

  7,000,000     7,900     57,150     (222 )   (175,536 )   (110,708 )
Stockholder’s Contributions   -     -     38,668     -     -     38,668  

Net loss for the year

  -     -     -     -     (113,536 )   (113,536 )

Balance, December 31, 2013

  7,900,000   $  7,900   $  95,818   $  (222 ) $  (289,072 ) $  (185,576 )

The accompanying notes are an integral part of these financial statements

14


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

                From April 11,  
                2006(date of 
    Year ended     Year ended     inception) to  
    December 31,     December 31,     December 31,  
    2013     2012     2013  
                (Unaudited)  

Cash flows used for operating activities

                 

Net loss

$  (113,536 ) $  (50,451 ) $  (289,072 )

 

                 

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

   Contributed services

  -     -     50  

   Currency exchange loss

  -     -     (222 )

 

                 

Changes in operating assets and liabilities

                 

   Increase in interest accrued on promissory notes payable

  2,501     2,500     7,082  

   Decrease (Increase) in prepayments

  15,000     (25,000 )   (10,000 )

   Increase (Decrease) in accounts payable and accrued liabilities

1,432 (6,548 ) 2,400

Cash flows used for operating activities

  (94,603 )   (79,499 )   (289,762 )

 

                 

Cash flows from financing activities

                 

   Repayment of stockholders’ advances

  -     -     (766 )

   Advances from stockholders

  94,603     79,393     175,528  

   Issuance of promissory notes

  -     -     50,000  

   Proceeds from issuance of common stock

  -     -     65,000  

Cash flows from financing activities

  94,603     79,393     289,762  

 

                 

Decrease in cash and cash equivalents

  -     (106 )   -  

Cash and cash equivalents – Beginning of period

  -     106     -  

Cash and cash equivalents – End of period

$  -   $  -   $  -  

 

                 

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 financial statements

15


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

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 current 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.

2.

BASIS OF PRESENTATION AND GOING CONCERN

Basis of Presentation

On February 6, 2013, the Company changed in its fiscal year end from May 31 to December 31. The accompanying financial statements have been presented to reflect the change in fiscal year as if it had occurred as of December 31, 2011.

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").

Development Stage

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 December 31, 2013.

Going Concern

The accompanying financial statements have been prepared under the assumption that we will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2013, we have an accumulated deficit of $289,072 and a stockholders’ deficiency of $185,576. We have incurred recurring losses from operations since inception, and utilized cash flow from operating activities of $94,603 during the year ended December 31, 2013. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary should we be unable 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.

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.

16



3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Fair Value of Financial Instruments

Effective January 1, 2008, fair value measurements are determined by our adoption of authoritative guidance issued by the Financial Accounting Standards Board ("FASB"), with the exception of the application of the statement to non-recurring, non-financial assets and liabilities as permitted. The adoption of the authoritative guidance did not have a material impact on our fair value measurements. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

         Level 1—Quoted prices in active markets for identical assets or liabilities.

         Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.

         Level 3—Unobservable inputs based on our assumptions.

We are required to use observable market data if such data is available without undue cost and effort.

At December 31, 2013 and December 31, 2012, the fair values accounts payable approximate their carrying values.

Comprehensive Income

Comprehensive income consists of net income and other gains and losses affecting stockholders’ equity that, under U.S. GAAP, are excluded from net income. There was no recorded comprehensive income or loss for both the years ended December 31, 2013 and 2012. From April 11, 2006 (date of inception) up to December 31, 2013, the Company recorded comprehensive loss of $222 due to foreign currency translation adjustments.

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

Our computation of earnings per share ("EPS") includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted (loss) per common share is the same for periods in which the company reported an operating loss because all warrants and stock options outstanding are anti-dilutive.

For the years ended December 31, 2013 and 2012, and the period from April 11, 2006 (date of inception) to December 31, 2013, there were no potential dilutive securities.

17


Stock Based Compensation

We may periodically issue stock options and warrants to officers, directors and consultants for services rendered. Options and warrants vest and expire according to terms established at the grant date. We account for share-based payments to officers and directors by measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense in our financial statements over the vesting period of the awards. We account for share-based payments to consultants and non-employees by determining the value of the stock compensation based upon the measurement date at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments is complete. Certain share based awards may contain milestones that need to be achieved before the option begins vesting. Management estimates the probability of achievement of such milestones at each reporting date in calculating the estimate of the share-based cost.

The fair value of the Company's common stock option grants is estimated using the Black-Scholes-Merton option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton option pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton option pricing model could materially affect compensation expense recorded in future periods.

Recently Issued Accounting Pronouncements

In January 2013, the FASB issued Accounting Standards Update ("ASU") No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This ASU clarifies which instruments and transactions are subject to the offsetting disclosure requirements established by ASU 2011-11. This guidance is effective for annual and interim reporting periods beginning on or after January 1, 2013. The Company does not believe the adoption of this update will have a material effect on its financial position and results of operations.

In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. Topic 740, Income Taxes, does not include explicit guidance on the financial statement presented of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. There is diversity in practice in the presentation of unrecognized tax benefits in those instances and the amendments in this update are intended to eliminate that diversity in practice. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Early adoption is permitted. The Company does not believe the adoption of this update will have a material effect on its financial position and results of operations.

Other accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

4.

COMMON STOCK TRANSACTIONS

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

5.

RELATED PARTY TRANSACTIONS

During the years ended December 31, 2013 and 2012, the Company’s stockholders provided net advances of $94,603 and $79,393, respectively, to finance the Company’s working capital requirements.

In March 2013, advances made by three stockholders in prior years in the aggregate of $38,668 were forgiven. As a result, the Company recorded forgiveness of these advances as a capital contribution.

The outstanding advances from stockholders totaled $136,094 and $80,159 as of December 31, 2013 and 2012, respectively. These advances are unsecured, due on demand, and non-interest bearing.

During the years ended December 31, 2013 and 2012, the Company’s office facility has been provided without charge by the Company’s major stockholders. 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 stockholders did not receive any compensation from the Company during the years ended December 31 and 2012.

18


   
6.

NOTE PAYABLE-IN DEFAULT

On March 3, 2011, the Company obtained a $50,000 loan from an unrelated party. The loan is unsecured, bears interest at 5% per annum and matured on March 3, 2012 and is currently in default. The funds were used to repay all outstanding stockholder loans and accounts payable and to provide working capital through November 30, 2012.

During both the years ended December 31, 2013 and 2012, the Company accrued $2,500 in interest payable under the note.

7.

COMMITMENTS

On February 21, 2007, the Company optioned a property containing nine mineral claim blocks in southwestern British Columbia, Canada. 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.

19



ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

On July 31, 2012, Gruber & Company, LLC (“Gruber”) resigned as the independent auditors of the Company and on October 19, 2012 the Company engaged Weinberg & Company, P.A., an independent registered public accounting firm (“Weinberg”), to serve as the Company’s independent auditors.

During the Company’s two most recent fiscal years and the subsequent interim period through the date Gruber resigned, Gruber did not advise the Company as to any reportable events as set forth in Item 304(a)(1)(v)(A) through (D) of Regulation S-K and there were no disagreements between the Registrant and Gruber on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Gruber’s satisfaction, would have caused Gruber to make reference to the subject matter of the disagreement in connection with its reports.

For more information regarding the change in accountants, please see the Company’s Current Report on Form 8-K filed with the SEC on October 19, 2012.

ITEM 9A. 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 reports filed under the Exchange Act is recorded, processed, summarized and reported within the time 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. 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.

As of December 31, 2013, the year 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 President, who serves as our principal executive officer and principal financial offer, concluded that our disclosure controls and procedures were not effective as of the end of the year covered by this report. There have been no significant changes in our internal controls over financial reporting that occurred during the year ended December 31, 2013, 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 December 31, 2013. 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 December 31, 2013, 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 December 31, 2013, 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.

Because of these material weaknesses, our President, who serves as our principal executive officer and principal financial officer, has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control-Integrated Framework issued by COSO. Due to the size and operations of the Company, we are unable to remediate this deficiency until we acquire or merge with another company.

20


The Company believes that the financial statements fairly present, in all material respects, the Company’s balance sheets as of December 31, 2013 and 2012 and the related statements of operations and comprehensive loss, stockholders’ deficiency, and cash flows for the years ended December 31, 2013 and 2012, and the period from April 11, 2006 (date of inception) to December 31, 2013, in conformity with U.S. GAAP, notwithstanding the material weaknesses we identified.

This annual report on Form 10-K 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 Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act that permit the Registrant to provide only management's report in this Annual Report.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE

Information about our directors and executive officers during the year ended and as of December 31, 2013 is set forth as follows.

Name Position Held Age Date of Appointment
TSANG, Wing Kin Chief Executive Officer, Chief Operating 35 October 12, 2012
  Officer, Chief Financial Officer and Director    

TSANG, Wing Kin, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Director

Mr. Tsang has over 10 years' experience in the areas of amusement and gaming products development for Asian and European markets. Mr. Tsang has been the Chief Technology Officer of BG Global Gaming Limited since January 2007. His product was granted the "Hong Kong Industrial Awards" for its innovation and creativity. From April 2004 to December 2006, Mr. Tsang was the Chief Information Officer at Take 1 Technologies Limited. Mr. Tsang graduated from Hong Kong University of Science and Technology with Bachelor’s Degree in Computer Science.

Meetings of Our Board of Directors

Our Board of Directors took all actions by unanimous written consent without a meeting during the years ended December 31, 2013 and 2012.

Director Compensation

The Company did not provide any compensation to its directors in the year ended December 31, 2012, but reimbursed our directors for reasonable out-of-pocket expenses incurred. The Company may establish certain compensation plans (e.g. options, cash for attending meetings, etc.) with respect to directors in the future.

Significant Employees

Other than the directors and officers described above, we do not expect any other individuals to make a significant contribution to our business.

Involvement in Legal Proceedings

None of our directors, persons nominated to become a director, executive officers or control persons have been involved in any of the following events during the past 10 years:

21



Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of bankruptcy or within two years prior to that time; or
   
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); or
   
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
 
Being found by a court of competent jurisdiction (in a civil violation), the SEC or the Commodity Future Trading Commission to have violated a federal or state securities or commodity law, and the judgment has not been reversed, suspended, or vacated; or
 
Being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: any Federal or State securities or commodities law or regulation; or any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity. This violation does not apply to any settlement of a civil proceeding among private litigants; or
   
Being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, executive officers and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Directors, officers and greater than 10% stockholders are required to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company, with respect to the year ended December 31, 2013, all filing requirements applicable to the Company’s officers, directors and beneficial owners of more than 10% of our common stock have been complied with.

Code of Ethics

On April 22, 2007, our board of directors approved a formal written Code of Business Conduct and Ethics and Compliance Program (the "Code"). This Code applies to all officers, directors and employees. The Code was filed as an exhibit to our Form SB-2 filed with the SEC on October 4, 2007. A copy of the Code may be obtained 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.

22


   
ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

We maintain a peer-based executive compensation program comprised of fixed and performance variable elements. The design and operation of the program reflect the following objectives:

Recruiting and retaining talented leadership.
Implementing measurable performance targets.
Correlating compensation directly with shareowner value.
Emphasizing performance based compensation, progressively weighted with seniority level.
Adherence to high ethical, safety and leadership standards.

Designing a Competitive Compensation Package

Recruitment and retention of leadership to manage our Company requires a competitive compensation package. Our Board of Directors emphasizes (i) fixed compensation elements of base salary that compare with our compensation peer group of companies, and (ii) variable compensation contingent on above-target performance. The compensation peer group consists of those companies in the Guangdong region that we deem to compete with our Company for executive talent. Individual compensation will vary depending on factors such as performance, job scope, abilities, tenure, and retention risk.

Fixed Compensation

The principal element of fixed compensation not directly linked to performance targets is based salary. We target the value of fixed compensation generally at the median of our compensation peer group to facilitate a competitive recruitment and retention strategy.

Incentive Compensation

Our incentive compensation programs are linked directly to earnings growth, cash flow, and total shareowner return. Annual bonuses are tied to the current year’s performance of our company. Restrictive stock awards are tied to an individual’s success in exceeding targeted results set by management.

The following table sets forth all compensation awarded to, earned by, or paid for all services rendered to the Company during the years ended December 31, 2013 and 2012 by those persons who served as Chief Executive Officer and Chief Financial Officer, and any Named Executive Officer who received compensation in excess of US$100,000 during the periods presented.

              Nonqualified    
            Non-Equity Deferred    
        Stock Option Incentive Plan  Compensation All Other  
Name and   Salary Bonus Awards Awards   Compensation Earnings Compensation Total
Principal Position Period ($) ($) ($) ($) ($) ($) ($) ($)
TSANG, Wing Kin Year ended 0 0 0 0 0 0 0 0
CEO, COO, CFO December 31,                
and Director (1) 2013                
                   
  Year ended 0 0 0 0 0 0 0 0
  December 31,                
  2012                
LIANG, Kwong Lim Year ended 0 0 0 0 0 0 0 0
Former CEO, COO, December 31,                
CFO 2013                
and Director (2)                  
  Year ended 0 0 0 0 0 0 0 0
  December 31,                
  2012                

23


(1) Mr. Tsang has served as our CEO, COO, CFO and director since August 20, 2012.
(2) Mr. Liang resigned as our CEO, COO, CFO and director on August 20, 2012.

As of December 31, 2013, the Company did not have any "Grants of Plan-Based Awards", "Outstanding Equity Awards", "Option Exercises and Stock Vested", "Pension Benefits", "Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans", or "Potential Payments Upon Termination or Change in Control" to report.

EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS

The Company’s executives do not have the typical employment agreements that specify compensation or length of employment. These matters are left to the discretion of the Board of Directors and the employee. There are no employment agreements with any executives or key employees at this time.

Limitation of Liability of Directors

The laws of the State of Wyoming and the Company's Bylaws provide for indemnification of the Company's directors for liabilities and expenses that they may incur in such capacities. In general, directors and officers are indemnified with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful.

The Company has been advised that in the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Change of Control

As of the years ended December 31, 2013 and 2012, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of termination of employment or change in control of us.

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

The following table sets forth information regarding the beneficial ownership of our common stock as of March 31, 2014 for each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

    Amount of    

Name and Address of Beneficial Owner*

  Beneficial Ownership   Percentage of Class

Horizon Investment Club Limited

  6,000,000   75.9%

13/F, 80 Gloucester Road, Wanchai, Hong Kong.

  Common Stock    

Security Ownership of Management Directors and Officers

The following table sets forth the ownership interest in our common stock of all directors and officers individually and as a group as of March 31, 2014. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

    Amount of    

Name and Address of Beneficial Owner*

  Beneficial Ownership   Percentage of Class

TSANG, Wing Kin

  Nil   0%

13/F, 80 Gloucester Road, Wanchai, Hong Kong.

       

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

There were no related transactions with our director, executive officer, stockholder holding at least 5% of shares of our common stock, or any family member thereof during the years ended December 31, 2013 and 2012.

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Director Independence

Our securities are quoted on the OTCQB tier of the OTC Markets Group inter-dealer quotation and trading system, which does not have any director independence requirements. Once we engage further directors and officers, we will develop a definition of independence and examine the composition of our Board of Directors with regard to this definition.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Set forth below are aggregate fees billed by Weinberg and Gruber for professional services rendered for the audits of the Company’s annual financial statements during the fiscal years ended December 31, 2013 and 2012.

Audit Fees

The aggregate fees billed for professional services rendered by Weinberg and Gruber for the years ended December 31, 2013 and the 2012 for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings or engagements for those periods were $24,797 and $16,767, respectively.

Audit Related Fees

The aggregate fees billed in the years ended December 31, 2013 and 2012 for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under item (1) above were nil.

Tax Fees

The aggregate fees billed in the years ended December 31, 2013 and 2012 for professional services rendered by our principal accountants for tax compliance, tax advice, and tax planning were nil.

All Other Fees

The aggregate fees billed in the years ended December 31, 2013 and 2012 for products and services provided by our principal accountants other than the services reported in items (1), (2) and (3) above were nil.

The Company does not currently have a separate audit committee. Rather, our sole director serves as the audit committee. Our sole director has reviewed and approved the above fees for all of the services described in items (1), (2), (3) and (4), and believes such fees are compatible with the independent registered public accountants’ independence.

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PART IV

ITEM 15. EXHIBITS

(a)(1) Financial Statements

See "Index to Consolidated Financial Statements" set forth on page 10.

(a)(2) Financial Statement Schedules

None. The financial statement schedules are omitted because they are inapplicable or the requested information is shown in our financial statements or related notes thereto.

(a)(3) Exhibits

The following exhibits of the Company are included herein.

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 January 23, 2009)

3.1

Articles of Incorporation of Theron Resource Group (incorporated by reference from our registration statement on Form SB-2 filed on October 4, 2007)

3.2

Bylaws of Theron Resource Group (incorporated by reference from our registration statement on Form SB-2 filed on October 4, 2007)

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 4, 2007)

10.2

Escrow Agreement, dated January 15, 2009, between Jerry Satchwell, Theron Resource Group and WONG & WONG (incorporated by reference from our registration statement on Form S-1 filed on January 23, 2009)

10.3

Stock Purchase Agreement, dated August 23, 2012, among Liang Kwong Lim and Horizon Investment Club Limited (incorporated by reference from our registration statement on Form SB-2 filed on Oct. 04, 2007)

14

Code Of Business Conduct & Ethics and Compliance Program (incorporated by reference from our registration statement on Form SB-2 filed on Oct. 04, 2007)

16

Letter on changes in certifying accountant from Gruber & Company LLC (incorporated by reference from our Form 8-K/A filed on November 15, 2012)

31.1*

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

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


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

*

Filed herewith

   
**

Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

26


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: April 15, 2014

  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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