Company Quick10K Filing
Theron Resource
Price-0.00 EPS-0
Shares8 P/E0
MCap-0 P/FCF0
Net Debt-0 EBIT-0
TEV-0 TEV/EBIT0
TTM 2019-09-30, in MM, except price, ratios
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 10Q Quarterly Report

Part I Financial Information
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis or Plan of Operation.
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 2016-09-30

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

10-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

For the quarterly period ended September 30, 2016

[   ] 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)  
   
Room 504/30, West Office Tower  
Shanghai Centre, 1376 West Nanjing Road  
Jing An District, Shanghai 200040, P.R.C. N/A
(Address of principal executive offices) (Zip Code)

Issuer’s telephone number: (86) 21 6010 1269

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 Company [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 November 11, 2016.


THERON RESOURCE GROUP

TABLE OF CONTENTS

                                                                                                                                                                                                                                 Page
     
PART I FINANCIAL INFORMATION 3
     
Item 1 FINANCIAL STATEMENTS 3
     
  Balance Sheets as of September 30, 2016 (Unaudited) and December 31, 2015 3
     
Unaudited Statements of Operations and Other Comprehensive Loss for the Three Months and Nine Months ended September 30, 2016 and 2015 4
     
Unaudited Statements of Cash Flows for the Nine Months ended September 30, 2016 and 2015 5
     
  Notes to Financial Statements 6
     
Item 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 10
     
Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 12
     
Item 4 CONTROLS AND PROCEDURES 12
     
PART II OTHER INFORMATION 13
     
Item 6 EXHIBITS 13
     
  SIGNATURES 14

2


PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Theron Resource Group
Balance Sheets
As of September 30, 2016 and December 31, 2015
(Unaudited)
(Stated in U.S. Dollars)

    September 30,     December 31,  
    2016     2015  
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY   (Unaudited)        
             
Current liabilities            
Accrued expenses $  -   $  3,930  
Promissory note payable – in default   50,000     50,000  
Interest due on promissory note payable   13,957     12,082  
Advances from stockholders   11,652     273,193  
Total current liabilities   75,609     339,205  
             
Stockholders’ deficiency            
Common stock, $0.001 par value, 500,000,000 shares
   authorized, 7,900,000 shares issued and outstanding as of
   September 30, 2016 and December 31, 2015, respectively
  7,900     7,900  
Additional paid-in capital   430,574     95,818  
Accumulated other comprehensive loss   (222 )   (222 )
Accumulated deficit   (513,861 )   (442,701 )
Total stockholders’ deficiency   (75,609 )   (339,205 )
             
Total liabilities and stockholders’ deficiency $  -   $  -  

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

3



Theron Resource Group
Statements of Operations and Other Comprehensive Loss
(Unaudited)
(Stated in U.S. Dollars)

    Three Months ended September 30,     Nine Months ended September 30,  
    2016     2015     2016     2015  
Revenue $  -   $  -   $  -   $  -  
General and administrative expenses   (11,652 )   (8,792 )   (72,685 )   (50,668 )
Loss from operations   (11,652 )   (8,792 )   (72,685 )   (50,668 )
Other income   -     -     3,400     -  
Interest expense   (625 )   (625 )   (1,875 )   (1,875 )
Net loss   (12,277 )   (9,417 )   (71,160 )   (52,543 )
Other comprehensive loss                        
     Currency exchange loss   -     -     -     -  
Comprehensive loss $  (12,277 ) $  (9,417 ) $  (71,160 ) $  (52,543 )
Basic and diluted loss per common share $  **   $  **   $  **   $  **  
Weighted average number of common shares used in per share calculations   7,900,000     7,900,000     7,900,000     7,900,000  

** less than $0.01

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

4



Theron Resource Group
Statements of Cash Flows
(Unaudited)
(Stated in U.S. Dollars)

    Nine Months ended September 30,  
    2016     2015  
             
Cash flows used from operating activities            
Net loss $  (71,160 ) $  (52,543 )
             
Changes in operating assets and liabilities            
   Decrease in accrued expenses   (3,930 )   (12,750 )
   Increase in interest accrued on promissory note payable   1,875     1,875  
Cash flows used in operating activities   (73,215 )   (63,418 )
             
Cash flows from financing activities            
   Advances from stockholders   73,215     63,418  
Cash flows provided by financing activities   73,215     63,418  
             
Decrease in cash and cash equivalents   -     -  
Cash and cash equivalents – Beginning of period   -     -  
Cash and cash equivalents – End of period $  -   $  -  
             
Supplementary information            
Income tax paid $  -   $  -  
Interest paid   -     -  

Non-cash transaction
During the nine months ended September 30, 2016, the Company’s obligation to repay the advances from stockholder of $334,756 have been waived by the stockholder and included as a stockholder contribution in additional paid-in capital.

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

5



Theron Resource Group
Notes to Financial Statements
As of and for the three months and nine months ended September 30, 2016
and for the year ended December 31, 2015
(Stated in U.S. Dollars)

1.

NATURE OF OPERATIONS

Theron Resource Group (the "Company", "Theron", or "THRO") was incorporated in the State of Wyoming on April 11, 2006. 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. The Company has not yet commenced any revenue-generating operations, does not have any cash flows from operations, and is dependent on debt and equity funding to finance its operations.

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”).

The financial statements of the Company as of and for the three months and nine months ended September 30, 2016 and 2015 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 September 30, 2016, the results of its operations for the three months and nine months ended September 30, 2016 and 2015, and its cash flows for the nine months ended September 30, 2016 and 2015. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year. The balance sheet at December 31, 2015 has been derived from the Company's audited financial statements included in the Form 10-K for the year ended December 31, 2015.

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 U.S. GAAP 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, 2015, as filed with the SEC.

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 September 30, 2016, we have an accumulated deficit of $513,861 and a stockholders’ deficiency of $75,609. We have incurred recurring losses from operations, and utilized cash flow in operating activities of $73,215 during the nine months ended September 30, 2016. These factors, among others, raise substantial doubt about our ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2015 financial statements, has raised substantial doubt about the Company’s 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, to effect a merger or acquisition with an operating company 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 or effect any merger or acquisition, 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.

6



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 September 30, 2016 and December 31, 2015, the fair values of 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 three months and nine months ended September 30, 2016 and 2015.

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.

7


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.

There were no adjustments to net loss required for purposes of computing dilutive earnings per share.

For the three months and nine months ended September 30, 2016 and 2015, there were no potential dilutive securities.

Recently Issued Accounting Pronouncements

On August 27, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2014-15 on its results of operations or financial condition.

In November 2015, the FASB issued ASU No. 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes". The objective of this Update is to simplify the presentation of deferred income taxes. The amendments in this Update require that deferred assets and liabilities be classified as long-term on the balance sheet instead of separating the deferred taxes into current and noncurrent amounts. For a public entity, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is permitted for financial statements that have not been previously issued. The Company believes that this treatment of deferred taxes reduces the complexity of financial reporting while improving the usefulness of the information provided to users of the financial statements. As a result, the Company has elected to early adopt this Update prospectively as of November 30, 2015 and prior periods have not been retrospectively adjusted.

On August 26, 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230)". Stakeholders indicated that there is diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. This Update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period.

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.

RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2016 and 2015, the Company’s stockholders provided net advances of $73,215 and $63,418, respectively, to finance the Company’s working capital requirements.

Advances from stockholders are unsecured, due on demand, and non-interest bearing. The outstanding advances from stockholders totaled $273,193 as of December 31, 2015. On May 23, 2016 the outstanding advances from a stockholder of $334,756 has been waived in full (Please see Note 6).

During the three months and nine months ended September 30, 2016 and 2015, the Company’s office facility has been provided without charge by the Company’s major stockholder. Such cost was not material to the financial statements and accordingly, has not been reflected therein. In view of the Company’s limited operations and resources, the major stockholder agreed not to receive any payment from the Company relating to its use of such office facility during the three months and nine months ended September 30, 2016 and 2015.

8



5.

PROMISSORY NOTE PAYABLE – IN DEFAULT

On March 3, 2011, the Company obtained a $50,000 loan from an unrelated party as evidenced by a promissory note (the “Promissory Note”). The loan is unsecured and bears interest at 5% per annum and matured on March 3, 2012. The funds were used to repay all outstanding stockholder loans and accounts payable and to provide working capital through November 30, 2012.

In connection with the share purchase described under Note 6 herein, Horizon Investment Club Limited (“Horizon”) entered into a Deed of Waiver and Assumption of Debt (the “Waiver”) with the Company pursuant to which Horizon and the Company agreed and confirmed that the Company novates and transfers to Horizon all its obligations and liabilities under the Promissory Note including all principal amount, accrued interests, or default interests arising thereunder and such other liabilities accrued or incurred by the Company prior to the closing of the share purchase, which is July 2, 2016.

However, the assignment of the Promissory Note has not been consented by the creditor because the creditor has been lost in contact, the Company may still hold liable until the earlier of (i) the loan is paid off, (ii) the creditor consents to the Waiver or (iii) the statutes of limitation of the Promissory Note expires on March 3, 2022. Therefore, the Promissory Note is currently deemed to be in default despite the Waiver.

During the three months and nine months ended September 30, 2016, the Company accrued $625 and $1,875 in interest payable under the note, respectively, as compared to $625 and $1,875 for the three months and nine months ended September 30, 2015.

6.

STOCKHOLDER CONTRIBUTION

Horizon entered into an agreement dated May 23, 2016 with the Company to waive the Company’s balance due to Horizon of $307,818. On May 23, 2016, Horizon further consented to waive a sum of $26,938 receivable from the Company. Horizon was the Company’s major stockholder and on May 23, 2016 it entered into a share purchase agreement to sell all its shares of the Company to Red Point Holdings L.P., an Exempted Limited Partnership registered in the Cayman Islands. A gain from extinguishment of these liabilities of $334,756 was recorded as capital contribution in equity.

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, the Company is 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.

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. 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,” “goal,” “seek,” “strategy,” “future,” “likely,” 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,” “Theron” and “THRO” 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.

Overview

We were 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.

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.

RESULTS OF OPERATIONS

The Company did not generate any revenues from operations for the three months and nine months ended September 30, 2016 and 2015.

REVENUE

No revenue was generated for the three months and nine months ended September 30, 2016 and 2015.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses amounted to $11,652 and $8,792 for the three months ended September 30, 2016 and 2015, respectively; and $72,685 and $50,668 for the nine months ended September 30, 2016 and 2015, respectively. The Company’s general and administrative expenses mainly represent professional fees incurred for its SEC filings.

OTHER INCOME

Other income for the three months and nine months ended September 30, 2016 represents a reverse of overprovision for expenses.

10


INTEREST EXPENSE

Interest expense for both the three months ended September 30, 2016 and 2015 amounted to $625, and for both the nine months ended September 30, 2016 and 2015 amounted to $1,875. Interest expense for these periods is attributable to the $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 2016.

NET LOSS

For the three months and nine months ended September 30, 2016, the net losses were $12,277 and $71,160, compared to net losses of $9,417 and $52,543 for the similar periods last year. The losses per share was $0.00 to each period for the three months ended September 30, 2016 and 2015 and $0.01 to each period for the nine months ended September 30, 2016 and 2015. The loss per share was based on a weighted average of 7,900,000 common shares outstanding at September 30, 2016 and 2015.

The Company continues to carefully control its expenses and overall costs as it moves its business development plan forward.

PLAN OF OPERATION

As of September 30, 2016, we had a stockholders’ deficiency of $75,609.

We have not generated any revenues and have relied from shareholder advances and debt and equity offerings to finance our 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 year ended December 31, 2015, 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. We also seek to effect an acquisition or merger with an operating company. However, 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 and no assurance could be given on any acquisition or merger. 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 three months and nine months on September 30, 2016, we have yet to generate any revenues from operations.

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 September 30, 2016, we have an accumulated deficit of $513,861 and a stockholders’ deficiency of $75,609. We have incurred recurring losses from operations, and utilized cash flow in operating activities of $73,215 during the nine months ended September 30, 2016. These factors, among others, raise substantial doubt about our ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2015 financial statements, has raised substantial doubt about the Company’s 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.

11


Since our inception in April 2006, 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. 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 September 30, 2016, the Company had a note payable of $50,000 plus accrued interest of $13,957. 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 September 30, 2016, we had no assets and our total liabilities were $75,609, mainly including a promissory note payable of $50,000 and interest due thereon of $13,957. We had a working capital deficit of $75,609.

NET CASH USED IN OPERATING ACTIVITIES: For the nine months ended September 30, 2016 and 2015, $73,215 and $63,418 in net cash was used, respectively.

CASH FLOWS FROM FINANCING ACTIVITIES – For the nine months ended September 30, 2016 and 2015, we received advances from stockholders of $73,215 and $63,418, respectively. There was no cash provided by equity financing activities during the nine months ended September 30, 2016 and 2015. No options or warrants were issued in the most recent period to purchase shares in a later date.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

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.

   
(b)

Changes in Internal Control Over Financial Reporting

   

During the three months ended September 30, 2016, 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.

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PART II – OTHER INFORMATION

ITEM 6. EXHIBITS

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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: November 14, 2016  
     
     
  BY: /s/ Yaohsu (Joseph) Wang
    Yaohsu (Joseph) Wang
    Chief Executive Officer and Chief Financial Officer
    (Principal Executive Officer, Principal Financial
    Officer and Principal Accounting Officer)

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