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UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

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

For the fiscal year ended MAY 31, 2011

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

For the transition period from _____to _______

Commission file number: 000-53845

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

|Wyoming                                                  | 26-0665325                          
|-------------------------------------------------------- | ------------------------------------
|(State or jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|                                                         |                                     
|1574 Gulf Road, Number 158                               |                                     
|Point Roberts, Washington                                | 98281                               
|(Address of principal executive offices)                 | (Zip Code)                          

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

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

Securities Registered Under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value(Title of class)

Indicateby check mark if the registrant is a well-known
seasoned issuer as defined by Rule 405 of the Securities Act (the Act or
Securities Act) 
Yes [ ] No  [ x ].

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

Indicateby 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 [ ]

Indicateby check mark whether the registrant has
submitted electronically and posted on its corporate web site, if any, every
Interactive Data File required to be submitted and posted pursuant Rule 405 of
Regulation S-T (s 220.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such
files. 
Yes  [ x ]  No [ ]

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

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

|Large accelerated filer [ ] | Accelerated filer [ ]           
|--------------------------- | --------------------------------
|Non-accelerated filer [ ]   | Smaller reporting company  [ x ]

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

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

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

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(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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

Transitional Small Business Disclosure Format (Check one): Yes
[ ] No  [ x ]

DOCUMENTS INCORPORATED BY REFERENCE

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

- Form 10-K for the fiscal year ended May 31, 2010 and dated September 9,
  2010, including audited financial statements to May 31, 2010;
- Def Form 14A  information circular dated November 1, 2010 including
  annual report to the shareholders and proxy information for the Annual General
  Meeting held on November 26, 2010.

TABLE OF CONTENTS

Item 1
      Description
        of BusinessItem 1A
      Risk FactorsItem 1B
      Unresolved
        Staff CommentsItem 2
      PropertiesItem 3
      Legal ProceedingsItem 4
      Submission of Matters to a
        Vote of Security HoldersItem 5
      Market for
        Registrants Common Equity, Related Stockholder Matters and Issuer
        Purchases of Equity SecuritiesItem 6
      Selected Financial DataItem 7
      Managements
        Discussion and Analysis of Financial Condition and Results of OperationsItem 7A
      Quantitative and Qualitative
        Disclosure of Market RiskItem 8
      Financial
        Statements and Supplementary DataItem 9
      Changes in and Disagreements
        With Accountants on Accounting and Financial DisclosureItem 9A(T)
      Controls and
        ProceduresItem 9B
      Other InformationItem 10
      Directors,
        Executive Officers and Corporate GovernanceItem 11
      Executive CompensationItem 12
      Security Ownership
        of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13
      Certain Relationships and
        Related Transactions, and Director IndependenceItem 14
      Principal
        Accountant Fees and ServicesPart 15
      Exhibits, Financial Statements
        and Schedules


Cautionary Statement Regarding Forward-Looking
Statements

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

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3

In some cases, you can also identify forward-looking statements
by terminology such as may, will, should, plans, predicts, potential
or continue or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
Risk Factors, beginning on page 5, that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity or
achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

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

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

Glossary of Exploration Terms

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

|Development    | Preparation of a mineral deposit for commercial
      production, including installation of plant and machinery and the
      construction of all related facilities. Development of a mineral deposit
      can only be made after a commercially viable mineral deposit, a
      reserve, has been evaluated as economically and legally feasible.              
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                                                                                                                                                   
|Diamond drill  | A type of rotary drill in which the cutting is done by
      abrasion rather than percussion. The cutting bit is set with diamonds and
      is attached to the end of long hollow rods through which water is pumped
      to the cutting face. The drill cuts a core of rock, which is recovered in
      long cylindrical sections an inch or more in diameter.
|               |                                                                                                                                                                                                                                                                                                                                                                   
|Exploration    | Prospecting, trenching, mapping, sampling, geochemistry,
      geophysics, diamond drilling and other work involved in searching for
      mineral bodies.                                                                                                                                                                                                        
|               |                                                                                                                                                                                                                                                                                                                                                                   
|Geochemistry   | Broadly defined as all parts of geology that involve
      chemical changes or narrowly defined as the distribution of the elements
      in the earths crust; the distribution and migration of the individual
      elements in the various parts of the earth.                                                                                                
|               |                                                                                                                                                                                                                                                                                                                                                                   
|Geology        | The science that deals with the history of the earth and
      its life especially as recorded in the rocks; a chronological account of
      the events in the earths history.                                                                                                                                                                                  
|               |                                                                                                                                                                                                                                                                                                                                                                   
|Geophysics     | The science of the earth with respect to its structure,
      components and development.                                                                                                                                                                                                                                                                         
|               |                                                                                                                                                                                                                                                                                                                                                                   
|Mineral        | A naturally occurring inorganic element or compound
      having an orderly internal structure & characteristic chemical
      composition, crystal form & physical properties.                                                                                                                                                                                   
|               |                                                                                                                                                                                                                                                                                                                                                                   
|Mineralization | Rock containing an undetermined amount of minerals or
      metals.                                                                                                                                                                                                                                                                                               

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PART I

ITEM 1. DESCRIPTION OF BUSINESS

Overview

We were incorporated in the State of Wyoming on April 11, 2006,
as Theron Resource Group and established a fiscal year end of May 31. Our
statutory registered agent's office is located at 1620 Central Avenue, Suite
202, Cheyenne, Wyoming 82001 and our business office is located at 1574 Gulf
Road, Number 158, Point Roberts, Washington 98281; telephone (888) 755-9766.

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

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

Our Current Business  Mineral Exploration

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

The phase I exploration program on the George property
commenced on April 30, 2009, and was completed on June 04, 2009, under the
supervision of Egil Livgard, P. Eng., the author of the initial geological and
engineering report on the project. Our portion of the phase I geological
exploration program on the property cost $20,000 which is a reflection of local
costs for the specified type of work. The Assessment Report on the work carried
out on the Claims was received on July 25, 2010,and called for a Phase II work
program which will cost an estimated $155,000. We are currently seeking
financing for moving forward with the project; no decisions have yet been made
and no expressions of interest in assisting with the financing have been
received to this date. The Vendor has agreed not to terminate the option
agreement prior to August 31, 2012.

Our Proposed Exploration Program  Plan of Operation

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

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

ITEM 1A RISK FACTORS

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

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5

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

We were incorporated on April 11, 2006. Although we have
started our proposed business and have completed the first phase of exploration
of our optioned mineral project, we have not realized any revenues. We have no
business history upon which an evaluation of our future success or failure can
be made. Our net loss since inception is $103,261. Our ability to achieve and
maintain profitability and positive cash flow is dependent upon our ability to
find a profitable exploration property, to generate revenues and to reduce
exploration costs.

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

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

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

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

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

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

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

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6

Under the terms of an option agreement, Theron has the right to
acquire the title to the claims upon incurring exploration expenses on the
claims of a minimum of $20,000 by August 31, 2010, (paid) incurring additional
exploration expenses in the amount of $40,000 by August 31, 2012 and making
annual advance on royalty payments in the amount of $25,000 commencing May 31,
2013. Failure by Theron to make any of the payments or failure to incur the
required exploration expenses will result in the loss of the option to acquire
the claims in which case Theron will have to cease operations. The dates of
these obligations have been extended by the vendor as the result of the late
receipt of the phase I report and the issues of obtaining sufficient capital to
carry out the recommended phase II program.

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

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

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

ITEM 2. PROPERTIES

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

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

ITEM 3. LEGAL PROCEEDINGS

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

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

Our last annual general meeting was held on November 26, 2010,
at which time stockholders approved the following actions:

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7

- received and approved the financial statements of the Corporation for its
  financial year ended May 31, 2010, together with the report of the independent
  auditors thereon;
- fixed the number of directors at one for the coming year;
- elected a director, Jerry R. Satchwell, to serve until the next annual
  general meeting of shareholders or until his successor(s) is/are elected or
  appointed;
- ratified the appointment of Gruber & Associates, L.L.C., as
  independent auditors of the Corporation for the financial year ended May 31,
  2011.

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PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERSand ISSUER PURCHASES OF EQUITY
SECURITIES

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

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


As of the date of this report, we had 29 shareholders of record
whose shares are held in street or nominee names. There are 7,900,000 shares
outstanding.

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

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

ITEM 6. SELECTED FINANCIAL DATA

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

ITEM 7. MANAGEMENTS DISCUSSION and ANALYSIS OF FINANCIAL
CONDITION andRESULTS OF OPERATIONS

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

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

We were incorporated in the State of Wyoming on April 11, 2006,
as Theron Resource Group and established a fiscal year end of May 31. Our
statutory registered agent's office is located at 1620 Central Avenue, Suite
202, Cheyenne, Wyoming 82001 and our business office is located at 1574 Gulf
Road, Number 158, Point Roberts, Washington 98281; telephone (888) 755-9766. We
are a start-up, exploration stage company engaged in the search for gold and
related minerals. There is no assurance that a commercially viable mineral
deposit, a reserve, exists in our claim or can be shown to exist until
sufficient and appropriate exploration is done and a comprehensive evaluation of
such work concludes economic and legal feasibility.

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

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

| | a) | Theron, or its permitted assigns, contributing
      exploration expenditures on the property of a minimum of US $20,000 on or
      before May 31, 2009 (which sum was paid; an engineering report was
      received in July, 2010, which recommended a phase II exploration program
      at a projected cost of $155,000);
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | Theron, or its permitted assigns, contributing
      exploration expenditures on the property of a further US $40,000 for
      aggregate minimum contributed exploration expenses of US $60,000 on or
      before August 31, 2012. We expect to be in a position to move forward
      during the current fiscal year;      
| | c) | Upon exercise of the option agreement, Theron will pay to
      Livgard US $25,000 per annum as pre- payment of the net smelter return,
      effective May 31, 2013; and                                                                                                                                                     
| | d) | Theron will pay to Livgard an annual royalty equal to
      three percent (3%) of NSR; and                                                                                                                                                                                                                                    

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

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

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

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

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9

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

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

To date we have advanced $20,000 for the implementation of
phase I of the planned exploration program of which the field work has been
completed; the final engineering was received in late July, 2010. We have not
spent any money on research and development activities. Information regarding
the property was presented to Mr. Satchwell for review without any contractual
obligations.



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10



Figure 2  George Claim Group

Physiography, Location and Access

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

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

Regional Geology

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

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

---

11

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

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

Evaluation and conclusions  Phase I exploration
program

The exploration in 2008 and 2010 and that discussed in the
report consisted of further stream silt sampling, two grids of soil sampling,
rock sampling and geological examination. The soil and rock sampling on the
north part of the claims outlined anomalous soil in copper and values of gold
and copper in narrow stringers. Exploration in 2008 consisted of a bark sample
with analysis for halogen gasses in an attempt to reach response from
mineralization at depth. Soil sampling south of the initial survey was carried
out without any positive results. Some geology and further rock sampling was
also done.

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

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

On the northern part of the claims the rocks have undergone
contact metamorphic alteration with introduction of quartz, pyrite, chalcopyrite
and gold values from near the intrusive contact and up to 400m to perhaps 500m
southwest of the contact. At the B and R showing one narrow sample (7.0 cm) gave
roughly 1⁄2 gram gold and 0.15 % copper per tonne and the soil grid outlined
anomalous values that extend south-easterly. Rock samples have located low grade
copper-gold values particularly at the Dawn showing. Standard sampling and
testing methods were employed with all analyses being completed by Acme
Analytical Laboratories of Vancouver, B.C.

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

The report makes the following observations and
recommendations

| | 1. | The sample results of the bark survey, location maps and
      forest cover report should be submitted to Colin Dunn, Biogeochemistry
      Consultant, for evaluation and further work contingent upon his
      recommendations;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2  | the property exploration has now been narrowed down to
      2-3 areas each not more than about 1/10 of a square kilometer;                                                                                                       
| | 3  | an excavator should be brought in and used to construct
      an access road to the anomalous areas;                                                                                                                              
| | 4  | bedrock should be exposed by trenching and diamond drill
      sites should be constructed;                                                                                                                                       
| | 5  | the anomalous halogen response areas and trenches should
      be geologically mapped in detail;                                                                                                                                  

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12

| | 6 | six diamond drill holes in at least 3 locations be
      drilled to an average depth of 125 meters for a total of 750 meters. The
      core must be described and zones of interest must be split, sampled and
      analyzed and stored at a safe place.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The estimated costs of the above
recommendations are as follows:

Consultant
    $    3,500Geologist and assistant
    $  28,000Accommodation & meals & travel
    $  10,400Excavator
    $  18,000Diamond drilling  750 meters
    $  90,000Assaying of split core
    $    6,000Report and maps
    $    5,000Sub-total
    $140,900Contingency 10%
    $  14,100Total
    $155,000


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

Results of Operations

Year Ended May 312011
    
    
    2010Revenue
    $
    0
    
    $
    0Operating Expenses
    
    17,933
    
    
    16,555Net Profit (Loss)
    $
    (17,933
    )
    $
    (16,555
    )


COMMON SHARES: Since inception we have used common stock, an
advance from a related party and a promissory note from an unrelated party to
raise money for our optioned mineral acquisition and corporate expenses. Net
cash provided by financing activities in the most recent fiscal year ended May
31, 2011, was $32,000 as the result of the receipt of $50,000 in the form of a
promissory note from an unrelated party. In the fiscal year ended May 31, 2010,
cash flows form financing activity was a negative $17,000 as the result of the
an advance from a related party. Net cash provided by financing activities from
inception on April 11, 2006 was $115,000 ($65,000 as proceeds received from
sales of our common stock and $50,000 as a note payable).

Revenue

We have not earned any revenues since our inception.

Expenses

Our operating expenses for the year ended May 31, 2011, and
2010 are outlined in the table below:

Year Ended May 312011
    
    
    2010Mineral property exploration
    $
    0
    
    $
    0Gain / (loss) on foreign exchange
    
    (3
    )
    
    4Professional fees
    
    6,885
    
    
    6,945Communications expenses
    
    482
    
    
    559Office expenses
    
    2,022
    
    
    537Travel and entertainment
    
    2,254
    
    
    1,473Filing fees
    
    3,187
    
    
    2,303Transfer agent services
    
    2,490
    
    
    4,725Interest on promissory notes payable
    
    616
    
    
    0Contributed services
    
    0
    
    
    0


---

13

Year Ended May 312011
    
    
    2010TOTAL
    $
    17,933
    
    $
    16,555


During the year ended May 31, 2011, Theron incurred operating
expenses of $17,933 as compared to $16,555 for the similar period last year and
a total of $103,261 for the period from inception on April 11, 2006, to May 31,
2011.

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

ACQUISITION OF MINERAL PROPERTY INTEREST: Theron did not incur
mineral property acquisition costs for the fiscal year ended on May 31, 2011, or
for the previous fiscal year. From inception to May 31, 2011 we have incurred
$4,242 in such costs. This expense category will vary depending on mineral
interest acquisition activities.

MINERAL PROPERTY EXPLORATION: Theron did not incur costs for
mineral property exploration costs for the fiscal year ended on May 31, 2011, or
for the previous fiscal year. From inception to May 31, 2011, we have incurred
$20,082 in such costs which will vary depending on our future exploration
activities.

GAIN (LOSS) ON FOREIGN EXCHANGE: Our exploration and
acquisition costs and certain expenses have been incurred in Canadian Dollars.
$3 was gained on the exchange of USD to CAD in the fiscal year under review
while $4 was gained for the period ended May 31, 2010. For the period April 11,
2006, (inception) through May 31, 2011, Theron has lost a total of $90 on
foreign exchange transactions. Gains or losses are subject to fluctuations in
the exchange rate between the Canadian and U.S. Dollar and are, largely,
unpredictable.

PROFESSIONAL FEES: Theron incurred $6,885 in professional fees
for the fiscal year ended on May 31, 2011 as compared to $6,954 for the previous
fiscal year. From inception to May 31, 2011, we have incurred $38,565 in
professional fees mainly spent on legal and accounting matters. This expense
category will vary depending on corporate capital raising activities.

COMMUNICATIONS: $482 in communications costs were incurred in
the fiscal year under review while $559 was incurred for the period ended May
31, 2010. For the period April 11, 2006, (inception) through May 31, 2011,
Theron has spent a total of $4,287 on such expenses.

OFFICE EXPENSES: $2,022 in office costs were incurred in the
past year. By comparison, $537 was incurred for previous fiscal period ended May
31, 2010. From inception through May 31, 2011, a total of $7,462 has been spent
on office related expenses.

TRAVEL AND ENTERTAINMENT COSTS: $2,254 in travel and
entertainment expenses were incurred in fiscal year under review while $1,473
was incurred for the period ended May 31, 2010. For the period April 11, 2006,
(inception) through May 31, 2011, Theron has spent a total of $8,828 on travel,
entertainment and related costs.

FILING FEES: We incurred $3,187 in filing costs for the year
ended May 31, 2011, and $2,303 for the period ended May 31, 2010. From inception
through May 31, 2010, $11,824 was recorded for various filing fees including
EDGAR and other related expenses. This category will vary and be dependent on
the level of corporate filings and other regulatory issues.

TRANSFER AGENT EXPENSES: $2,490 in transfer agent costs were
incurred in the most recent fiscal year while $4,725 was incurred in the
previous year ended on May 31, 2010. From April 11, 2006 (inception), through
May 31, 2011, $7,215 has been spent on transfer agent costs which in the future
will cost approximately $200 per month plus new share issuance costs.

---

14

INTEREST ON PROMMISORY NOTES PAYABLE: $616 in interest expenses
payable for the promissory note we incurred in order to pay all existing
obligations and to provide for working capital while we sought out financing for
phase II of the exploration property or an alternate project in which to become
engaged while nil ($0) was incurred in the previous year ended on May 31, 2010.
From April 11, 2006 (inception), through May 31, 2011, $661 has been incurred in
the interest on the promissory note payable.

CONTRIBUTED EXPENSES (OTHER SERVICES): No contributed expenses
(for contributed administrative costs) were incurred for the year ended May 31,
2011, and none were incurred in the period ended May 31, 2010. For the period
April 11, 2006 (inception), through May 31, 2010, a total of $50 in contributed
expenses has been reflected in the financial statements. All contributed
expenses are reported as contributed costs with a corresponding credit to
additional paid-in capital. The Corporations president contributed
administrative services to the Corporation for the period to May 31, 2007. The
time and effort was recorded in the accompanying financial statements based on
the prevailing rates for such services, which equalled $50 per hour based on the
level of services performed. See also Note 6 to the audited financial
statements.

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

COMPENSATION: No compensation costs were incurred for the
fiscal year ended on May 31, 2011, and none were incurred in the previous fiscal
year which ended on May 31, 2010. From inception to May 31, 2011, there have
been no charges to the compensation account.

INCOME TAX PROVISION: As a result of operating losses, there
has been no provision for the payment of income taxes to date in 2010 - 2011 or
from the date of inception.

At the end of the fiscal year under review, May 31, 2011, and
the date of this report, Theron had 7,900,000 common shares issued and
outstanding.

Liquidity and Financial Condition

Working Capital

At May 31, 2011
    
    
    At May 31, 2010Current Assets
    $
    15,683
    
    $
    2,000Current Liabilities
    
    54,116
    
    
    22,500Working Capital
    $
    (38,433
    )
    $
    (20,500
    )


Cash Flows

At May 31, 2011
    
    
    At May 31, 2010Net Cash Used in Operating Activities
    $
    (21,067
    )
    $
    (15,405
    )Net Cash Provided by (Used In) Investing Activities
    
    Nil
    
    
    NilNet Cash Provided by Financing Activities
    
    32,000
    
    
    17,000Increase (Decrease) In Cash During The Period
    $
    10,933
    
    $
    1,595


As of May 31, 2011, our company had a working capital deficit
of $38,433.

Use of Proceeds

Net cash provided by financing activities from inception on
April 11, 2006, to May 31, 2011, was $115,000 as a result of proceeds received
from the sale of our common stock and an $50,000 promissory note from an
unrelated party. During that same period, the following table indicates how
those proceeds have been spent to date:

---

15

Acquisition of mineral property interest
    $
    4,242Mineral property exploration
    
    20,082Loss on foreign exchange
    
    90Professional fees
    
    38,565Communications
    
    4,287Office expenses
    
    7,462Travel and entertainment expenses
    
    8,828Filing fees
    
    11,824Transfer agent
    
    7,215Interest payable on promissory note
    
    616Total Use of Proceeds to May 31,
      2011
    $
    103,211


Future Operations

Presently, our revenues are not sufficient to meet operating
and capital expenses. We have incurred operating losses since inception, and
this is likely to continue through fiscal 2011 - 2012. Management projects that
we may require $300,000 to fund our ongoing operating expenses and working
capital requirements for the next twelve months, broken down as follows:

Operating expenses
    $
    50,000Phase II exploration program
    
    155,000Repayment of promissory note
    
    50,000Working Capital
    
    95,000Total
    $
    300,000


As at May 31, 2011, we had a working capital deficit of
$38,433. We plan to raise the additional capital required to meet the balance of
our estimated funding requirements for the next twelve months primarily through
the sale of equity based securities. We do not anticipate that we will be able
to satisfy any of these funding requirements internally until we significantly
increase revenues.

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

Future Financings

We will require additional financing in order to enable us to
proceed with our plan of operations, as discussed above, and in order to
continue operations. There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, we will not be able to meet our other obligations
as they become due. We are pursuing various alternatives to meet our immediate
and long-term financial requirements. We anticipate continuing to rely on equity
sales of our common stock in order to fund our business operations which would
result in dilution to existing stockholders. There is no assurance that we will
achieve any sales of equity securities or arrange for debt or other financing to
fund our planned activities.

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

Contractual Obligations

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

Going Concern

We are in the development stage, have not yet achieved
profitable operations and are dependent on our ability to raise capital from
stockholders or other sources to meet obligations arising from normal business
operations when they become due. Therefore, due to the uncertainty of our
ability to meet our current operating and capital expenses, in their report on the annual
financial statements for the year ended May 31, 2011, 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.

---

16

Purchase of Significant Equipment

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

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

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

Foreign Currency Translation

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

Cash and Cash EquivalentsThe Company considers all
highly liquid securities with original maturities of three months or less when
acquired to be cash equivalents. There were no cash equivalents at May 31,
2011.

---

17

Fair Value of Financial Instruments

ASC Topic disclosures about fair value of financial instruments
define the fair value of a financial instrument as the amount at which the
instrument could be exchanged in a current transaction between willing parties.
The carrying values of the Company's financial instruments, which include cash,
accounts receivable, and accrued expenses, approximate fair values due to the
short-term maturities of such instruments. At May 31, 2011, the fair value of
the Companys financial instruments approximate their carrying value based on
their terms and interest rates.

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

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

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

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

Mineral property exploration costs are expensed as
incurred.

As of May 31, 2011, and the date of this report the Company has
not established any proven or probable reserves on its mineral properties and
has incurred no acquisition or exploration costs.

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

Earnings (Loss) per Common ShareThe Company computes
net income (loss) per share in accordance with ASC Topic Earnings per
Share. The basic net loss per common share is computed by dividing the net
loss by the weighted average number of common shares outstanding; basic loss per
share excludes the impact of common stock equivalents. Diluted net loss per
share gives effect to all dilutive potential common shares outstanding during
the period using the as if converted basis, i.e., it utilizes the average
market price per share when applying the treasury stock method in determining
common stock equivalents. For the year ended May 31, 2011, and for the period
April 11, 2006 (date of inception), through May 31, 2011, there were no
variances between the basic and diluted loss per share as there were no
potential dilutive securities.

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

---

18

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

Recent Accounting Pronouncements

In June 2011, the FASB issued new guidance on the presentation
of comprehensive income that will require a company to present components of net
income and other comprehensive income in one continuous statement or in two
separate, but consecutive statements. There are no changes to the components
that are recognized in net income or other comprehensive income under current
GAAP. This guidance is effective for fiscal years, and interim periods within
those fiscal years, beginning after December 15, 2011, with early adoption
permitted. The Company is currently evaluating this guidance, but does not
expect its adoption will have a material effect on its consolidated financial
statements.

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

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

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

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

In August 2009, the FASB issued an amendment to the accounting
standards related to the measurement of liabilities that are recognized or
disclosed at fair value on a recurring basis. This standard clarifies how a
company should measure the fair value of liabilities and that restrictions
preventing the transfer of a liability should not be considered as a factor in
the measurement of liabilities within the scope of this standard. This standard
was effective on October 1, 2009. The adoption of this topic did not have a
material impact on the Company's consolidated results of operations or financial
condition.

In June 2010, ASC Topic Amendments to FASB interpretation
No. 46(R) which modifies how a company determines when an entity that is
insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated was issued. This topic clarifies that the
determination of whether a company is required to consolidate an entity is based
on, among other things, the entity's purpose and design and a company's ability
to direct the activities of the entity that most significantly impact the
entity's economic performance. This topic requires an ongoing reassessment of
whether a company is the primary beneficiary of a variable interest entity and
also requires additional disclosures about a company's involvement in variable
interest entities and any significant changes in risk exposure due to that involvement. The topic was effective for fiscal years beginning
after November 15, 2010. The adoption of this standard did not have a material
impact on our consolidated results of operations or financial condition.

---

19

Effective June 30, 2009, we adopted a new accounting standard
related to the disclosure requirements of the fair value of the financial
instruments. This standard expands the disclosure requirements of fair value
(including the methods and significant assumptions used to estimate fair value)
of certain financial instruments to interim period financial statements that
were previously only required to be disclosed in financial statements for annual
periods. In accordance with this standard, the disclosure requirements have been
applied on a prospective basis and did not have a material impact on our
financial statements.

In December 2007, ASC Topic Business Combinationswas
issued.The objective of this statement significantly changes the
accounting for business combinations. An acquiring entity will be required to
recognize all the assets acquired and liabilities assumed in a transaction at
the acquisition date fair value with limited exceptions. This topic applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. The adoption did not have an impact on our financial
statements.

ITEM 7A.QUANTITATIVE and QUALITATIVE DISCLOSURES ABOUT
MARKET RISKS

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

ITEM 8. FINANCIAL STATEMENTS and SUPPLEMENTARY
DATA

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

The Report of Independent Registered Public Accounting Firm by
Gruber & Company, CPAs, PLLC, for the audited financial statements for the
year ended May 31, 2011, is included herein immediately preceding the audited
financial statements.

---

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of 
  Theron Resource Group

We have audited the balance sheet of Theron Resource Group (an
  exploration stage company) as of May 31, 2011 and the related statements of
  operations, changes in stockholders equity and cash flows for the years
  ended May 31, 2011 and 2010 and for the period April 11, 2006 (date of inception)
  through May 31, 2011. Theron Resource Groups management is responsible
  for these financial statements. Our responsibility is to express an opinion
  on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present
  fairly, in all material respects the financial position of the Company as of
  May 31, 2011 and the results of its operations, cash flows and changes in stockholders
  equity for the years ended May 31, 2011 and 2010 and for the period April 11,
  2006 (date of inception) through May 31, 2011 in conformity with accounting
  principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 2 to
  the financial statements, conditions exist which raise substantial doubt about
  the Companys ability to continue as a going concern unless it is able
  to generate sufficient cash flows to meet its obligations and sustain its operations.
  Managements plan in regard to these matters are also described in Note
  2. The financial statements do not include any adjustments that might result
  from the outcome of this uncertainty.

Gruber & Company, LLC

Lake Saint Louis, Missouri 
  August 25, 2011

---

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

|                                                                                                                                  |   | May 31, 2011 |   |   | May 31, 2010 |  
|--------------------------------------------------------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | -
|Assets                                                                                                                            |   |              |   |   |              |  
|                                                                                                                                  |   |              |   |   |              |  
|Current assets                                                                                                                    |   |              |   |   |              |  
|Cash and cash equivalents                                                                                                         | $ | 12,933       |   | $ | 2,000        |  
|Prepaid expenses                                                                                                                  |   | 2,750        |   |   | 0            |  
|                                                                                                                                  |   |              |   |   |              |  
|Total Assets                                                                                                                      |   | 15,683       |   |   | 2,000        |  
|                                                                                                                                  |   |              |   |   |              |  
|Liabilities and Stockholders'
      Deficit                                                                                       |   |              |   |   |              |  
|                                                                                                                                  |   |              |   |   |              |  
|Current liabilities                                                                                                               |   |              |   |   |              |  
|Accounts payable and liabilities                                                                                                  |   | 3,500        |   |   | 4,500        |  
|Promissory notes
      payable                                                                                                    |   | 50,000       |   |   | 0            |  
|Interest due on promissory notes
      payable                                                                                    |   | 616          |   |   | 0            |  
|Due to related party                                                                                                              |   | 0            |   |   | 18,000       |  
|Total
      liabilities                                                                                                           |   | 54,116       |   |   | 22,500       |  
|                                                                                                                                  |   |              |   |   |              |  
|                                                                                                                                  |   |              |   |   |              |  
|Common Stock subject to rescission (Note 5)                                                                                       |   | ------       |   |   | ------       |  
|                                                                                                                                  |   |              |   |   |              |  
|                                                                                                                                  |   |              |   |   |              |  
|Stockholders' deficit                                                                                                             |   |              |   |   |              |  
|                                                                                                                                  |   |              |   |   |              |  
|Common stock, 500,000,000
      shares authorized, par value $0.001
                7,900,000
      shares issued and outstanding |   | 7,900        |   |   | 7,900        |  
|Additional paid-in
      capital                                                                                                  |   | 57,150       |   |   | 57,150       |  
|Other comprehensive loss                                                                                                          |   | (222         | ) |   | (222         | )
|Deficit accumulated
      during the exploration stage                                                                            |   | (103,261     | ) |   | (85,328      | )
|Total
      stockholders' deficit                                                                                                 |   | (38,433      | ) |   | (20,500      | )
|                                                                                                                                  |   |              |   |   |              |  
|Total
      liabilities and stockholders' deficit                                                                                 | $ | 15,683       |   |   | 2,000        |  

See accompanying notes to financial statements

---

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

|                                                                              |   |              |   |   |              |   |   | For,the,period      |  
|----------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------------- | -
|                                                                              |   |              |   |   |              |   |   | April 11, 2006      |  
|                                                                              |   | For the      |   |   | For the      |   |   | (date of inception) |  
|                                                                              |   | year ended   |   |   | year ended   |   |   | through,            |  
|                                                                              |   | May 31, 2011 |   |   | May 31, 2010 |   |   | May 31, 2011        |  
|                                                                              |   |              |   |   |              |   |   |                     |  
|Revenues                                                                      | $ | ----         |   | $ |              |   | $ | ----                |  
|                                                                              |   |              |   |   |              |   |   |                     |  
|Expenses                                                                      |   |              |   |   |              |   |   |                     |  
|Acquisition of mineral property
    interest                                  |   | ----         |   |   | ----         |   |   | 4,242               |  
|Mineral property
    exploration                                              |   | ----         |   |   | ----         |   |   | 20,082              |  
|Gain on Foreign Exchange                                                      |   | (3           | ) |   | 4            |   |   | 90                  |  
|Professional fees                                                             |   | 6,885        |   |   | 6,954        |   |   | 38,565              |  
|Communications expense                                                        |   | 482          |   |   | 559          |   |   | 4,287               |  
|Office expenses                                                               |   | 2,022        |   |   | 537          |   |   | 7,462               |  
|Travel and entertainment                                                      |   | 2,254        |   |   | 1,473        |   |   | 8,828               |  
|Filing fees                                                                   |   | 3,187        |   |   | 2,303        |   |   | 11,824              |  
|Transfer Agent                                                                |   | 2,490        |   |   | 4,725        |   |   | 7,215               |  
|Interset on
    promissory notes payable                                      |   | 616          |   |   | ----         |   |   | 616                 |  
|Other services                                                                |   | ----         |   |   | ----         |   |   | 50                  |  
|                                                                              |   |              |   |   |              |   |   |                     |  
|Total expenses                                                                |   | 17,933       |   |   | 16,555       |   |   | 103,261             |  
|                                                                              |   |              |   |   |              |   |   |                     |  
|Net loss                                                                      | $ | (17,933      | ) | $ | (16,555      | ) | $ | (103,261            | )
|                                                                              |   |              |   |   |              |   |   |                     |  
|Basic and diluted loss per common share                                       |   | (0.00        | ) |   | (0.00        | ) |   |                     |  
|                                                                              |   |              |   |   |              |   |   |                     |  
|Weighted average number of common shares used in per share
      calculations |   | 7,900,000    |   |   | 7,900,000    |   |   |                     |  

See accompanying notes to financial statements

---

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

|                              |  |             |  |   |        |  |   |            |  |   |               |   |   | Deficit     |   |   |               |  
|----------------------------- |  | ----------- |  | - | ------ |  | - | ---------- |  | - | ------------- | - | - | ----------- | - | - | ------------- | -
|                              |  |             |  |   |        |  |   |            |  |   |               |   |   | accumulated |   |   |               |  
|                              |  | Common      |  |   |        |  |   | Additional |  |   | Other         |   |   | during the  |   |   | Total         |  
|                              |  | shares      |  |   | Common |  |   | paid in    |  |   | Comprehensive |   |   | exploration |   |   | stockholders' |  
|                              |  | outstanding |  |   | stock  |  |   | capital    |  |   | Loss          |   |   | stage       |   |   | equity        |  
|Common shares issued for cash |  | 6,000,000   |  | $ | 6,000  |  | $ | ----       |  | $ | ----          |   | $ | ----        |   | $ | 6,000         |  
|Balance, May 31, 2006         |  | 6,000,000   |  |   | 6,000  |  |   | ----       |  |   | ----          |   |   | ----        |   |   | 6,000         |  
|Common shares issued for cash |  | 900,000     |  |   | 900    |  |   | 8,100      |  |   | ----          |   |   | ----        |   |   | 9,000         |  
|Contributed services          |  | ----        |  |   | ----   |  |   | 50         |  |   | ----          |   |   | ----        |   |   | 50            |  
|Currency exchange loss        |  | ----        |  |   | ----   |  |   | ----       |  |   | (222          | ) |   | ----        |   |   | (222          | )
|Net loss for the
      year   |  | ----        |  |   | ----   |  |   | ----       |  |   | ----          |   |   | (14,774     | ) |   | (14,774       | )
|Balance, May 31, 2007         |  | 6,900,000   |  | $ | 6,900  |  | $ | 8,150      |  |   | (222          | ) | $ | (14,774     | ) | $ | 54            |  
|Net loss for the
      year   |  | ----        |  |   | ----   |  |   | ----       |  |   | ----          |   |   | (18,165     | ) |   | (18,165       | )
|Balance, May 31, 2008         |  | 6,900,000   |  | $ | 6,900  |  | $ | 8,150      |  |   | (222          | ) | $ | (32,939     | ) | $ | (18,111       | )
|Common shares issued for cash |  | 1,000,000   |  |   | 1,000  |  |   | 49,000     |  |   | ----          |   |   | ----        |   |   | 50,000        |  
|Net loss for the year         |  | ----        |  |   | ----   |  |   | ----       |  |   | ----          |   |   | (35,834     | ) |   | (35,834       | )
|Balance, May 31, 2009         |  | 7,900,000   |  |   | 7,900  |  |   | 57,150     |  |   | (222          | ) |   | (68,773     | ) |   | (3,945        | )
|Net loss for the year         |  | ----        |  |   | ----   |  |   | ----       |  |   | ----          |   |   | (16,555     | ) |   | (16,555       | )
|Balance, May 31, 2010         |  | 7,900,000   |  | $ | 7,900  |  | $ | 57,150     |  |   | (222          | ) | $ | (85,328     | ) | $ | (20,500       | )
|Net loss for the year         |  | ----        |  |   | ----   |  |   | ----       |  |   | ----          |   |   | (17,933     | ) |   | (17,933       | )
|Balance, May
      31, 2011   |  | 7,900,000   |  | $ | 7,900  |  | $ | 57,150     |  |   | (222          | ) | $ | (103,261    | ) | $ | (38,433       | )

See accompanying notes to financial statements

---

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

|                                                                                    |   |                    |   |   |                    |   |   | For the period      |  
|----------------------------------------------------------------------------------- | - | ------------------ | - | - | ------------------ | - | - | ------------------- | -
|                                                                                    |   |                    |   |   |                    |   |   | April 11, 2006      |  
|                                                                                    |   | For the            |   |   | For the            |   |   | (date of inception) |  
|                                                                                    |   | year ended         |   |   | year ended         |   |   | through             |  
|                                                                                    |   | May
      31, 2011 |   |   | May
      31, 2010 |   |   | May
      31, 2011  |  
|                                                                                    |   |                    |   |   |                    |   |   |                     |  
|Cash flows used for operating activities                                            |   |                    |   |   |                    |   |   |                     |  
|Net loss                                                                            | $ | (17,933            | ) | $ | (16,555            | ) | $ | (103,261            | )
|Adjustments to reconcile net loss to net
    cash provided by operating activities: |   |                    |   |   |                    |   |   |                     |  
|Contributed services                                                                |   | 0                  |   |   | 0                  |   |   | 50                  |  
|Other comprehensive loss                                                            |   | 0                  |   |   | 0                  |   |   | (222                | )
|Changes in operating assets and liabilities                                         |   |                    |   |   |                    |   |   |                     |  
|Increase (decrease) in
    interest accrued on promissory note                      |   | 616                |   |   | 0                  |   |   | 616                 |  
|(Increase) decrease in prepaid expenses                                             |   | (2,750             | ) |   | 0                  |   |   | (2,750              | )
|Increase (decrease) in accrued
      expenses                                       |   | (1,000             | ) |   | 1,150              |   |   | 3,500               |  
|                                                                                    |   |                    |   |   |                    |   |   |                     |  
|Cash flows used for operating activities                                            |   | (21,067            | ) |   | (15,405            | ) |   | (102,067            | )
|                                                                                    |   |                    |   |   |                    |   |   |                     |  
|Cash flows from financing activities                                                |   |                    |   |   |                    |   |   |                     |  
|Repayment of shareholder advances                                                   |   | (18,000            | ) |   | 0                  |   |   | (18,000             | )
|Advances from shareholders                                                          |   | 0                  |   |   | 17,000             |   |   | 0                   |  
|Issuance of promissory note payable                                                 |   | 50,000             |   |   | 0                  |   |   | 50,000              |  
|Proceeds from issuance of
    common stock                                          |   | 0                  |   |   | 0                  |   |   | 65,000              |  
|Proceeds from issuance of common stock,
    subject to rescission                   |   | 0                  |   |   | 0                  |   |   | 0                   |  
|                                                                                    |   |                    |   |   |                    |   |   |                     |  
|Cash flows from financing activities                                                |   | 32,000             |   |   | 17,000             |   |   | 115,000             |  
|                                                                                    |   |                    |   |   |                    |   |   |                     |  
|Increase in cash and cash equivalents                                               |   | 10,933             |   |   | 1,595              |   |   | 12,933              |  
|                                                                                    |   |                    |   |   |                    |   |   |                     |  
|Cash and cash equivalents Beginning of period                                       |   | 2,000              |   |   | 405                |   |   | 0                   |  
|                                                                                    |   |                    |   |   |                    |   |   |                     |  
|Cash and cash equivalents End of period                                             | $ | 12,933             |   | $ | 2,000              |   | $ | 12,933              |  
|                                                                                    |   |                    |   |   |                    |   |   |                     |  
|Supplemental Disclosures regarding cash flows                                       |   |                    |   |   |                    |   |   |                     |  
|Interest paid                                                                       | $ | ----               |   | $ | ----               |   | $ | ----                |  
|Income taxes paid                                                                   |   | ----               |   |   | ----               |   |   | ----                |  
|                                                                                    |   |                    |   |   |                    |   |   |                     |  
|Non cash financing activities                                                       |   |                    |   |   |                    |   |   |                     |  
|Paid in capital from
    contributed services                                       |   | ----               |   |   | 50                 |   |   | 50                  |  

See accompanying notes to financial statements

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|MAY 31, 2011                     

Note 1  Nature of Operations

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

The Company is an exploration stage company and is
  subject to compliance with ASC (Accounting Standards Codification) Topic Accounting
  and Reporting by Development Stage Companies. We are devoting our
  resources to establishing the new business but its planned operations have not
  yet commenced: accordingly, no revenues have been earned during the period from
  April 11, 2006 (date of inception), to May 31, 2011.

Note 2  Basis of Presentation and Going Concern

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

The Companys financial statements at May 31, 2011, and
  for the year then ended have been prepared on a going concern basis, which contemplates
  the realization of assets and settlement of liabilities and commitments in the
  normal course of business. The Company incurred a loss of $17,933 for the year
  ended May 31, 2011, as compared to $16,555 in the previous fiscal year and $103,261
  for the period from April 11, 2006 (date of inception), through May 31, 2011.
  We have not generated any revenues and no revenues are anticipated until we
  begin removing and selling gold; there is no assurance that a commercially viable
  deposit exists on the mineral claims that we have under option. These conditions
  raise substantial doubt as to the Companys ability to continue as a going
  concern.

Managements plan to support the Company in operation and
  to maintain its business strategy is to raise funds through public offerings
  and to rely on officers and directors to perform essential functions with minimal
  compensation. If we do not raise all of the money it needs from public offerings
  we will have to find alternative sources, such as a public offering, a private
  placement of securities, or loans from its officers, directors or others. If
  we require additional cash and cant raise it, we will either have to suspend
  operations or cease business entirely.

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

Note 3  Summary of Significant Accounting Policies

Cash and cash equivalents

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

Mining exploration costs

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

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|MAY 31, 2011                     

Note 3  Summary of Significant Accounting Policies
  (continued)

As of May 31, 2011 the Company has not established any proven
  or probable reserves on its mineral properties and has incurred no acquisition
or exploration costs.

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

Reclamation costs

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

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

Use of estimates

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

Fair value of financial instruments and derivative financial
  instruments

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

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|MAY 31, 2011                     

Note 3  Summary of Significant Accounting Policies
  (continued)

Income taxes

The Company adopted ASC Topic Accounting for Income
  Taxesas of inception. We recognize deferred tax assets and liabilities
  based on differences between the financial reporting and tax bases of assets
  and liabilities using the enacted tax rates and laws that are expected to be
  in effect when the differences are expected to be recovered. The Company provides
  a valuation allowance for deferred tax assets for which it does not consider
  realization of such assets to be more likely than not.

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

No provision for income taxes has been recorded due to the
  net operating loss carry forwards totalling approximately $103,261 as of
  May 31, 2011, that will be offset against future taxable income. The available
  net operating loss carry forwards expire in various years through 2030. No tax
  benefit has been reported in the financial statements because the Corporation
  believes there is a 50% or greater chance the carry forwards will expire unused.

Basic and diluted net loss per share

The Company computes net income (loss) per share in accordance
  with ASC Topic Earnings per Share. The basic net loss per
  common share is computed by dividing the net loss by the weighted average number
  of common shares outstanding. Diluted net loss per share gives effect to all
  dilutive potential common shares outstanding during the period using the as
  if converted basis. For the year ended May 31, 2011, and for the period
  April 11, 2006 (date of inception), through May 31, 2011, there were no potential
  dilutive securities.

Concentration of Credit Risk

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

Special purpose entities

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

Impairment or Disposal of Long-Lived Assets

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

Stock Based Compensation

The Company accounts for its stock-based compensation in accordance
  with ASC Topic Share-Based Paymentand recognizes in the
  statement of operations the grant-date fair value of stock options and other
  equity-based compensation issued to employees and non-employees. The Company
  did not grant any new employee options and no options were cancelled or exercised during the year ended
  May 31, 2011. As of May 31, 2011, there were no options outstanding.

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|MAY 31, 2011                     

Note 3  Summary of Significant Accounting Policies
  (continued)

Business segments

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

Start-up expenses

Theron adopted ASC Topic Reporting the Costs of Start-up
  Activities, which requires that costs associated with start-up activities
  be expensed as incurred. Accordingly, start-up costs associated with the Companys
  formation have been included in the Companys general and administrative
  expenses for the period from April 11, 2006 (date of inception), through May
  31, 2011.

Foreign currency translation

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

Recently issued accounting pronouncements

In June 2009, ASC Topic The FASB Accounting Standards
  Codification(TM) and the Hierarchy of Generally Accepted Accounting Principles
   A Replacement of FASB Statement No. 162 was issued. This standard
  establishes the FASB Accounting Standards Codification(TM) (the "Codification")
  as the source of authoritative accounting principles recognized by the FASB
  to be applied by nongovernmental entities in the preparation of financial statements
  in conformity with US GAAP. The Codification does not change current US GAAP,
  but is intended to simplify user access to all authoritative US GAAP by providing
  all the authoritative literature related to a particular topic in one place.
  The Codification is effective for interim and annual periods ending after September
  15, 2010, and as of the effective date, all existing accounting standard documents
  were superseded. The Codification was effective in the second quarter of the
  year ending May 31, 2010, and accordingly, all subsequent public filings reference
  the Codification as the sole source of authoritative literature.

In May 2010, ASC Topic Subsequent Events
  was issued which provides guidance to establish general standards of accounting
  for and disclosures of events that occur after the balance sheet date but before
  financial statements are issued or are available to be issued. In February 2010,
  the FASB issued Accounting Standards Update (ASU) No. 2011-09, which amends
  the Subsequent Events Topic of the Accounting Standards Codification (ASC) to
  eliminate the requirement for public companies to disclose the date through
  which subsequent events have been evaluated. The Company will continue to evaluate
  subsequent events through the date of the issuance of the financial statements,
  however, consistent with the guidance, this date will no longer be disclosed.

In January 2009, the FASB issued ASU No. 2011-06, Fair
  Value Measurements and Disclosures (Topic 820): Improving Disclosures about
  Fair Value Measurements.ASU No. 2011-06 amends ASC 820 and clarifies and
provides additional disclosure requirements on the transfers
  of assets and liabilities between Level 1 (quoted prices in active market for
  identical assets or liabilities) and Level 2 (significant other observable inputs)
  of the fair value measurement hierarchy, including the reasons for and the timing
  of the transfers. Additionally, the guidance requires a roll forward of activities
  on purchases, sales, issuance, and settlements of the assets and liabilities
  measured using significant unobservable inputs (Level 3 fair value measurements).
  Other than requiring additional disclosures, adoption of this new guidance will
not have a material impact on our financial statements.

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|MAY 31, 2011                     

Note 3  Summary of Significant Accounting Policies
  (continued)

Effective June 30, 2009, we adopted a new accounting standard
  related to the disclosure requirements of the fair value of the financial instruments.
  This standard expands the disclosure requirements of fair value (including the
  methods and significant assumptions used to estimate fair value) of certain
  financial instruments to interim period financial statements that were previously
  only required to be disclosed in financial statements for annual periods. In
  accordance with this standard, the disclosure requirements have been applied
on a prospective basis and did not have a material impact on our financial statements.

In March 2008, ASC Topic Disclosures about Derivative
  Instruments and Hedging Activities, an amendment ofIn December 2007, ASC
  Topic Business Combinationswas issued.The objective
  of this statement significantly changes the accounting for business combinations.
  An acquiring entity will be required to recognize all the assets acquired and
  liabilities assumed in a transaction at the acquisition date fair value with
  limited exceptions. This topic applies prospectively to business combinations
  for which the acquisition date is on or after the beginning of the first annual
  reporting period beginning on or after December 15, 2009. The Company does not
  expect the adoption of this topic to have a material impact on the consolidated
  financial statements.

Note 4 - Notes payable

On March 3, 2011, the Company obtained a $50,000 loan from an
  unrelated party. The loan is evidenced by a note payable dated March 3, 2011,
  bearing interest at 5% per annum. The note payable plus accrued interest is
  due on March 3, 2012. The funds were used to repay all outstanding shareholder
  loans and accounts payable and to provide working capital through May 31, 2011.

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

Note 5  Common stock transactions

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

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

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

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

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|MAY 31, 2011                     

Note 5  Common stock transactions (continued)

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

During April and May 2008, the Company
  received $41,500 and had a subscription receivable in the amount of $8,500 for
  the issuance of 1,000,000 shares of common stock subscribed for at a price of
  $0.05 per share pursuant to the Companys SB-2 registration statement dated
  October 11, 2007, and three selling shareholders resold 900,000 shares between
  December 23, 2007, and May 31, 2008. All of the 1,900,000 shares so issued or
  resold were issued or resold prior to the declaration of an effective date for
  the Companys SB-2 registration statement under our mistaken assumption
  that the registration statement had become effective through the passage of
  time.

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

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

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

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

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

No shares were issued during the period.

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

No shares were issued during the
  period.

Note 6  Common Stock Subject to Rescission

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

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

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|MAY 31, 2011                     

Note 7  Related party transactions

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

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

As of May 31, 2011, the amount due to a related party consisting
  of a $25,000 advance from our officer and director which was provided for
  working capital purposes has been repaid in full.

Note 8  Commitments

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

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

Note 9  Income Taxes

Theron has losses carried forward for income tax purposes.
  There are no current or deferred income tax expenses for the period April 11,
  2006, through May 31, 2011, due to our loss position and we have fully reserved
  for any benefits of these losses. Realization of the future tax benefits related
  to the deferred tax assets is dependent on the Companys ability to generate
  taxable income within the net operating loss carry-forward period.

Note 10  Subsequent Events

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

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20

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

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

ITEM 9A(T). CONTROLS AND PROCEDURES

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

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

As of May 31, 2011, the year end period covered by this report,
we carried out an evaluation, under the supervision and with the participation
of our management, including our principal executive officer and our principal
financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our chief financial
and chief executive officers concluded that our disclosure controls and
procedures were not effective as of the end of the period covered by this annual
report. There have been no significant changes in our internal controls over
financial reporting that occurred during the fiscal year ended May 31, 2011,
that have materially or are reasonably likely to materially affect our internal
controls over financial reporting.

Management's Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rule 13a-15(f)
under the Exchange Act. Our management assessed the effectiveness of our
internal control over financial reporting as of May 31, 2011. In making this
assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. A material weakness is a deficiency or a
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
companys annual or interim financial statements will not be prevented or
detected on a timely basis. We have identified the following material
weaknesses.

| | 1. | As of May 31, 2011, 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.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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21

| | 2. | As of May 31, 2011, 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, management has concluded
that the Company did not maintain effective internal control over financial
reporting as of May 31, 2011, based on the criteria established in Internal
Control-Integrated Framework issued by COSO.

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

ITEM 9B. OTHER INFORMATION

None.

---

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS and CORPORATE
GOVERNANCE

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

Name
    Position Held
    Age
    Date First ElectedJerry R. Satchwell
    Chief Executive Officer
      Chief Operating Officer Chief Financial Officer Director
    74
    April 11, 2006


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

Business Experience

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

---

22

Jerry R. Satchwell, Chief Executive Officer, Chief Operating
Officer, Chief Financial Officer, Director has held his office/position
since April 11, 2006, will be spending approximately 6 hours of his time on the
affairs of Theron and is expected to hold the office/position until the next
annual meeting of our shareholders. Mr. Satchwell is a director who serves as
president, secretary, treasurer and chief executive officer and has been a
self-employed management and business consultant since 1970 in the areas of
mining and petroleum exploration and development. He is in the business of
providing financial, management and consulting services, merger and acquisition
as well as corporate structuring to development and exploration stage
businesses. Prior to that he spent 15 years in corporate finance. He is not a
director of any other corporations, public or private.

Involvement in Certain Legal Proceedings

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

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

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

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

Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during fiscal year ended May 31, 2011, all filing requirements applicable
to our officers, directors and greater than 10% percent beneficial owners were
complied with , with the exception of the following:

Name
    Number of
    Number of Transactions
    Failure to FileLate Reports
    Not Reported on a
    RequiredTimely Basis
    FormsJerry R. Satchwell
    2(1)
    2(1)
    2


(1) Jerry R. Satchwell failed to file a
Form 3  Initial Statement of Beneficial Ownership of Securities and failed to
file a Form 5  Annual Statement of Changes in Beneficial Ownership.

Code of Ethics

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

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23

Audit Committee and Audit Committee Financial Expert

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

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

Web Site

Theron maintains its Web site at theron-resource-group.com
and has an e-mail address at theronventures@gmail.com.

ITEM 11. EXECUTIVE COMPENSATION

(a) General

The particulars of the compensation paid to the following
persons:

- our principal executive officer;
- each of our two most highly compensated executive officers who were
  serving as executive officers at the end of the years ended May 31, 2011, 2010
  and 2009; and
- up to two additional individuals for whom disclosure would have been
  provided under (b) but for the fact that the individual was not serving as our
  executive officer at the end of the years ended May 31, 2011, 2010 and 2009.

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

(b) Summary Compensation Table

|                                               | Fiscal |        |       |        |            | Options         |        
|---------------------------------------------- | ------ | ------ | ----- | ------ | ---------- | --------------- | -------
|Name and                                       | Year   |        |       | Stock  | Securities | Awards (Value   | Total  
|Principal                                      | Ended  |        |       | Awards | Underlying | of Options) ($) | Compen-
|Position                                       | May 31 | Salary | Bonus | ($)    | Options    | (5)             | sation 
|Jerry R. Satchwell
      President & Director | 2011   | $0     | $0    | $0     | Nil        | $0              | $0     
|Jerry R. Satchwell President &
      Director | 2010   | $0     | $0    | $0     | Nil        | $0              | $0     
|Jerry R. Satchwell
      President & Director | 2009   | $0     | $0    | $0     | Nil        | $0              | $0     

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24

Further, Mr. Jerry R. Satchwell is deemed to have received $50
in 2006  2007 from Theron for certain administrative services as contributed
administrative services with a corresponding credit to additional paid-in
capital. No payments were made. Otherwise, Mr. Satchwell, our senior officer and
director, has received no compensation for his time or services rendered to
Theron and there are no plans to compensate him in the near future, unless and
until we begin to realize revenues and become profitable in our business. The
fair market value of the 6,000,000 shares of Theron issued to Mr. Satchwell in
October, 2006 for cash consideration of $6,000 did not exceed the $0.001 per
share that he paid for the shares.

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

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

(d) Aggregated Options Exercises in Last Fiscal Year

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

(e) Long-Tem Incentive Plans and Awards

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

(f) Compensation of Directors

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

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

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

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

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

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

---

25

(i) Family Relationships

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

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

(a) Security Ownership of Certain Beneficial Owners

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

|               | Name and Address of Beneficial                                               | Amount & Nature of               | Percentage
|-------------- | ---------------------------------------------------------------------------- | -------------------------------- | ----------
|Title of Class | Owner[1][2] [4]                                                              | Beneficial Ownership[3]          | of Class  
|common stock   | Jerry R. Satchwell 1574
      Gulf Road, Number 158, Point Roberts, WA 98281 | 6,000,000 Beneficial
      Owner | 67.4%     

| | [1] | The person named above may be deemed to be a parent and
      promoter of Theron, within the meaning of such terms under the Act by
      virtue of his direct and indirect stock holdings. Mr. Satchwell is the
      only promoter of Theron Resource Group                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | [2] | The person named above does not have any specified rights
      to acquire, within sixty (60) days of the date of this report any options,
      warrants or rights and no conversion privileges or other similar
      obligations exist.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | [3] | As of May 31, 2011, and the date of this
report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | [4] | A beneficial owner of a security includes any person who,
      directly or indirectly, through any contract, arrangement, understanding,
      relationship, or otherwise has or shares: (i) voting power, which includes
      the power to vote, or to direct the voting of shares; and (ii) investment
      power, which includes the power to dispose or direct the disposition of
      shares. Certain shares may be deemed to be beneficially owned by more than
      one person (if, for example, persons share the power to vote or the power
      to dispose of the shares). In addition, shares are deemed to be
      beneficially owned by a person if the person has the right to acquire the
      shares (for example, upon exercise of an option) within 60 days of the
      date as of which the information is provided. In computing the percentage
      ownership of any person, the amount of shares outstanding is deemed to
      include the amount of shares beneficially owned by such person (and only
      such person) by reason of these acquisition rights. As a result, the
      percentage of outstanding shares of any person as shown in this table does
      not necessarily reflect the persons actual ownership or voting power with
      respect to the number of shares of common stock actually outstanding. As
      of the date of this report, there were 7,900,000 shares of our common
      stock issued and outstanding.

(b) Security Ownership of Management

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

|Title of
      Class | Name and Address of Beneficial Owner[1][3]                                                                                   | Amount & Nature ofBeneficial Ownership[2] | Percentageof Class
|-------------------- | ---------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | ------------------
|common stock         | Jerry R. Satchwell 1574
      Gulf Road, Number 158, Point Roberts, WA 98281 Director and
      officer since April 11, 2006 | 6,000,000                                 | 67.4%             

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26

| | [1] | As of May 31, 2011, and the date of this
report.                                                                                                                                                                                                                      
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | [2] | Common shares beneficially owned, directly or indirectly,
      or over which control or direction is exercised, as at the date hereof
      based upon information furnished to Theron by individual directors and
      officers. All such shares are held directly.
| | [3] | The person named above does not have any specified rights
      to acquire, within sixty (60) days of the date of this report any options,
      warrants or rights and no conversion privileges or other similar
      obligations exist.                            

The directors, officers and other members of management of
Theron, as a group beneficially own, directly or indirectly, 6,000,000 of our
common shares, representing 67.4% of the total issued and outstanding securities
of Theron as of May 31, 2011, and the date of this report

There are no outstanding stock options.

(c) Equity Compensation Plans

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

(d) Changes in Control

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

ITEM 13. CERTAIN RELATIONSHIPS and RELATED TRANSACTIONS,
and DIRECTORINEPSENDENCE

Except as disclosed herein, no director, executive officer,
shareholder holding at least 5% of shares of our common stock, or any family
member thereof, had any material interest, direct or indirect, in any
transaction, or proposed transaction since the year ended May 31, 2010, in which
the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year end for
the last three completed fiscal years.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVIVES

The aggregate fees billed for the most recently completed
fiscal year ended May 31, 2011, and for fiscal year ended May 31, 2010, for
professional services rendered by the principal accountant for the audit of our
annual financial statements and review of the financial statements included in
our quarterly reports on Form 10-Q and services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for these fiscal periods were as follows:

Year EndedMay 31, 2011
    
    
    May 31, 2010Audit Fees
    $
    6,000
    
    $
    6,000Audit Related Fees
    
    NIL
    
    
    NILTax Fees
    
    Nil
    
    
    NilAll Other Fees
    
    Nil
    
    
    NilTotal
    $
    6,000
    
    $
    6,000


Audit Fees: The aggregate fees billed for the fiscal year ended
May 31, 2011, for professional services rendered by the principal accountant for
the audit of our annual financial statements and the review of financial
statements included in our filed Form 10Qs were approximately $6,000 as compared
to $6,000 for the similar period of the preceding fiscal year and for the
period from inception on April 11, 2006, to May 31, 2011, the amount was
approximately $24,000.

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27

Audit-Related Fees: The aggregate fees billed for the fiscal
year ended May 31, 2010, for assurance and related services by the principal
accountant that are reasonably related to the performance of the audit or review
for the audit or review of our annual financial statements and the review of
financial statements and are not reported under the previous item, Audit Fees,
was approximately $0 versus $0 for the similar period last year and for the
period from inception on April 11, 2006, to May 31, 2011, the amount was $0.

Tax Fees: The aggregate fees billed for the fiscal years ended
May 31, 2011, and 2010 for professional services rendered by the principal
accountant for tax compliance and tax planning was approximately $0 and for the
period from inception on April 11, 2006, to May 31, 2011, the amount was
approximately $0.

All Other Fees: The aggregate fees billed for the fiscal years
ended May 31, 2011, and 2010 for products and services provided by the principal
accountant other than the services reported above was $0 and for the period from
inception on April 11, 2006, to May 31, 2011, the amount was approximately
$0.

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

---

PART IV

Item 15. Exhibits, Financial Statement
Schedules

|(a) | Financial Statements
|--- | --------------------
|    |                     
|    | (1)                 
|    |                     
|    | (2)                 
|    |                     
|(b) | Exhibits            

|Exhibit No. | Description                                                                                                                                                                                                                           
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)         | Registration Statement                                                                                                                                                                                                                
|1.1         | S-1 Rescission
        Offering Statement including audited financial statements for the fiscal
        year ended May 31, 2009 (incorporated by reference from our registration
        statement on Form S-1 filed on April 03, 2009
|            |                                                                                                                                                                                                                                       
|(10)        | Material Contracts                                                                                                                                                                                                                    
|10.1        | Option To Purchase And Royalty
        Agreement between Theron Resource Group and Bryan Livgard (incorporated
        by reference from our registration statement on Form SB-2 filed on October
        04, 2007)                   
|10.2        | Code Of Business
        Conduct & Ethics and Compliance Program (incorporated by reference
        from our registration statement on Form SB-2 filed on October 04, 2007)                                                           
|            |                                                                                                                                                                                                                                       
|(31)        | Section 302
        Certification                                                                                                                                                                                                     
|31.1 *      | Section
        302 Certification - Certification of Jerry R. Satchwell as Chief Executive
        Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002           
|31.2 *      | Section
        302 Certification - Certification of Jerry R. Satchwell as Chief Financial
        Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002           
|(32)        | Section 906 Certification                                                                                                                                                                                                             
|32.1 *      | Section
        906 Certification - Certification of Jerry R. Satchwell as Chief Executive
        Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002           
|32.2 *      | Section
        906 Certification - Certification of Jerry R. Satchwell as Chief Financial
        Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002           

* Filed herewith

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28

SIGNATURES

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

THERON RESOURCE GROUP(Registrant)

| | By: | /s/ Jerry R. Satchwell                                                         
| | --- | ---------------------------------------------------------------------------------
| |     |                                                                                  
| |     | Jerry R. Satchwell, President, Secretary,
      Treasurer and Director (Principal
| |     | Executive Officer, Chief Executive Officer,
      Principal Financial Officer and
| |     | Chief Financial Officer)                                                         
| |     |                                                                                  
| |     | Date: August 29, 2011                                                            

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/ Jerry R. Satchwell                                                         
| | --- | ---------------------------------------------------------------------------------
| |     |                                                                                  
| |     | Jerry R. Satchwell, President, Secretary,
      Treasurer and Director (Principal
| |     | Executive Officer, Chief Executive Officer,
      Principal Financial Officer and
| |     | Chief Financial Officer)                                                         
| |     |                                                                                  
| |     | Date: August 29, 2011                                                            

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