UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment
No. 1)



☒ ANNUAL REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December
31, 2019



☐ TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934



For the transition period from ________to
__________



Commission file number: 000-53845



THERON
RESOURCE GROUP

(Exact name of registrant as specified in
its charter)



|Wyoming                                                                |  | 26-0665325                                  
|---------------------------------------------------------------------- |  | --------------------------------------------
|(State or other jurisdiction of
        incorporation or organization) |  | (I.R.S. Employer
        Identification No.)
|                                                                       |  |                                             
|23 Yihe Road, Luozhuang District
        Linyi City, Shandong, P.R.C.  |  | 276000                                      
|(Address of principal executive offices)                               |  | (Zip Code)                                  



Issuer’s telephone number, including
area code: (86) 0539-563-1111



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



|Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
|------------------- |  | ----------------- |  | -----------------------------------------
|N/A                 |  | N/A               |  | N/A                                      



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 ☐    Noþ



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



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 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. Yesþ No
☐



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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). Yesþ No
☐



Indicate by check mark whether the registrant
is a large accelerated filer, a non-accelerated filer or a smaller reporting Corporation or an emergent growth company. See the
definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emergent growth company” in Rule 12b-2 of the Exchange Act (Check One):



|Large accelerated filer | ☐ | Accelerated filer         | ☐
|----------------------- | - | ------------------------- | -
|Non-accelerated filer   | þ | Smaller reporting company | þ
|                        |   | Emerging growth company   | ☐



If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



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



As of June 28, 2019, 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 and there was no trading activity through the last business
day of the registrant’s most recently completed second fiscal quarter.



Indicate the number of shares outstanding
of each of the issuer’s classes of common stock, as of the latest practicable date: 7,900,000 shares of Common Stock as of
May 13, 2020.



DOCUMENTS INCORPORATED BY REFERENCE: NONE


















EXPLANATORY NOTE



Theron Resource Group
(the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to amend its Annual
Report on Form 10-K for the year ended December 31, 2019, originally filed with the Securities and Exchange Commission (the “SEC”)
on May 14, 2020 (the “Original Form 10-K”), solely to disclose that the Company had filed the Original Form 10-K after
the March 30, 2020 deadline applicable to the Company for the filing of a Form 10-K in reliance on the 45-day extension provided
by an order issued by the U.S. Securities and Exchange Commission (the “SEC”) under Section 36 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), dated March 4, 2020 (Release No. 34-88318), as modified and superseded
by a new SEC order issued on March 25, 2020 (Release No. 34-88465) (collectively, the “Order”).



On
March 26, 2020, the Company filed a Current Report on Form 8-K to indicate its intention to rely on the Order for such extension.
Consistent with the Company’s statements made in the Form 8-K, the Company was unable to file the Original Form 10-K until
May 14, 2020, and therefore relied on the Order due to circumstances related to COVID-19. The current outbreak of COVID-19 had
posed a significant impact on the Company to file on a timely basis its Original Form 10-K. Considering the lack of time for the
compilation, dissemination and review of the information required to be presented and the importance of markets and investors receiving
materially accurate information in the Annual Report, it was difficult for the Company to complete the Original Form 10-K in a
timely fashion.



In accordance with
Rules 12b-15 and 13a-14 under the Exchange Act, the Company has also amended Part IV, Item 15 to include
currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s principal executive
officer and principal financial officer. Because no financial statements have been included in this Amendment No. 1 and this Amendment
No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs
3, 4 and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment
No. 1, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.



Except as described
above, this Amendment No. 1 does not amend, modify or update the information in, or exhibits to, the Original Form 10-K, and we
have not updated disclosures included therein to reflect any subsequent events. This Amendment No. 1 should be read in conjunction
with the Original Form 10-K and with our other filings made with the SEC subsequent to the filing of the Original Form 10-K.



|ITEM 15. | EXHIBITS
|-------- | --------



Exhibits



|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.



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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: May 20, 2020 | BY:                  
|                   |                      
|                   |                      
|                   |                      



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



|BY: | /s/ Zhaoyu Gu |  | Director, Chief Executive Officer and Chief Financial Officer                               |  | Date: May 20, 2020
|--- | ------------- |  | ------------------------------------------------------------------------------------------- |  | ------------------
|    | Zhaoyu Gu     |  | (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |  |                   





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