---

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, 2009

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

For the transition period from _______ to _______

Commission file number: 333-146518

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.)
|                                                         |                                     
|1596 Gulf Road, Number 34                                |                                     
|Point Roberts, Washington                                | 98281                               
|(Address of principal executive offices)                 | (Zip Code)                          

Issuers telephone number: (888) 755-9766Issuer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 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 [   ]    No [X]

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   [X]   | 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: 7,900,000 common shares at $0.05* = $395,000. (* -
last price at which the Corporation offered stock for sale under its SB-2
registration statement).

---

2

(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):

- S-1 Recission Offering Registration Statement dated April 3, 2009,
  including audited financial statements to May 31, 2008;
- Exhibit 3.1 (Articles of Incorporation) dated April 20, 2006, filed as an
  exhibit to Therons Form SB-2 dated October 4, 2007;
- Exhibit 3.2 (Bylaws) dated April 20, 2006, filed as an exhibit to Therons
  Form SB-2;
- Exhibit 10.1 (Option To Purchase And Royalty Agreement between Theron
  Ventures, Inc. and Byron Livgard dated February 27, 2007) filed as an exhibit
  to Therons Form SB-2;
- Exhibit 10.2 (Code Of Business Conduct & Ethics and Compliance
  Program) dated February 27, 2007, filed as an exhibit to Therons Form SB-2;

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


---

3

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.

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 onlybe 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.                                                                                                                                                                                  

---

4

|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.                                                                                                                                                    
|                |                                                                                                                                                                                                                                                                                                                                    
|Mineral Reserve | A mineral reserve is that part of a mineral deposit which
      could be economically and legally extracted or produced at the time of the
      reserve determination.                                                                                                                                                            
|                |                                                                                                                                                                                                                                                                                                                                    
|Mineralization  | Rock containing an undetermined amount of minerals or
      metals.                                                                                                                                                                                                                                                                
|                |                                                                                                                                                                                                                                                                                                                                    
|Oxide           | Mineralized rock in which some of the original minerals,
      usually sulphide, have been oxidized. Oxidation tends to make the mineral
      more porous and permits a more complete permeation of cyanide solutions so
      that minute particles of gold in the interior of the minerals will be more
      readily dissolved.

---

5

PART I

Item 1.      Description ofBusiness.

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 1596 Gulf
Road, Number 34, Point Roberts, Washington 98281. Our telephone number is (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.

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.

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. Phase I will required an additional three
to four months for analysis, evaluation of the work completed and the
preparation of a report. Costs for phase I were made up of wages, fees,
geological and geochemical supplies, assaying, equipment, diamond drilling and
costs of operation. We will assess the results of this program upon receipt of
an appropriate engineering or geological report.

Our Current Business  Capital Raising

On October 4, 2007, a registration statement relating to our
initial public offering of common stock was filed with the SEC. A total of
1,900,000 shares of common stock were sold to the public for $0.05 per share
(consisting of 1,000,000 shares sold by us for gross proceeds of $50,000 and
900,000 shares sold by the selling stockholders) prior to the declaration of an
effective date of the registration statement under our mistaken assumption that
the registration statement had become effective through the passage of time
after its filing. Selling shares prior to the establishment of an effective date
can result in potential violations of federal and state securities laws. As a
result, these stock issuances and resales may have violated the Securities Act.
Rescission offers for such potential violations are commonly made by companies
in these situations and the filing of a registration statement is a normal part
of the rescission offer process. We have previously disclosed in our regulatory
filings that all of the subscribers had been informed of this situation. As a
result, we were prepared to refund part or all associated monies and to cancel
part or all associated common shares that could have been tendered for
rescission.

On April 3, 2009, we filed an S-1 rescission offering
registration statement which became effective on April 13, 2009, and which
addressed 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 us or the selling
shareholders. In addition, we conducted the offering in order to be able to
reduce our contingent liabilities.

The rescission offer process closed on May 19, 2009, with no
shares being submitted for rescission. When the rescission offer expired, any
person who did not accept the offer received freely tradable stock.

---

6

No shares were issued in the fiscal year under discussion.

Our Proposed Exploration Program  Plan of Operation

Our business plan is to proceed with initial exploration of the
George claims to determine if there are commercially exploitable deposits of
gold. We plan a two-phase exploration program to properly evaluate the potential
of the property. We must conduct exploration to determine if gold exists on the
property and if any is found it can be economically extracted and profitably
processed. We do not claim to have any ores or reserves whatsoever at this time
on our optioned property.

We do not claim to have any ores or reserves whatsoever at this
time on our optioned property. We must conduct exploration to determine if gold
exists on our properties and if any gold which is found can be economically
extracted and profitably processed.

Item 1A      Risk Factors

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

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 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 $68,773. Our ability to achieve and
maintain profitability and positive cash flow is dependent upon:

- our ability to find a profitable exploration property;
- our ability to generate revenues; and
- our ability 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.

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 gold deposits in economically
recoverable quantities will cause us to suspend 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:

- Costs of bringing the property into production including exploration work,
  preparation of production feasibility studies and construction of production
  facilities;
- Availability and costs of financing;
- Ongoing costs of production;

---

7

- 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. Failure by
Theron to incur the exploration expenditures or to make the royalty payments
will result in forfeiture of Therons right to purchase 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 Bryan Livgard, a resident of B.C. In the event Livgard
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, there is a question
as to whether that recourse would have specific value.

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, 2008, (paid) incurring additional
exploration expenses in the amount of $40,000 by August 31, 2010 and making
annual advance on royalty payments in the amount of $25,000 commencing May 31,
2011. 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. Should we lose the option to acquire the claims, Theron will have to
cease operations.

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.

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.

6. The probability of an individual prospect ever having
reserves is extremely remote.

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.

7. Management lacks formal training in mineral
exploration.

Our officers and directors have 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.

8. We will be required to evaluate our internal controls
under Section 404 of the Sarbanes-Oxley Act of 2002 and any adverse results from
such evaluation could result in a loss of investor confidence in our financial
reports and have an adverse effect on the price of our shares of common stock.

---

8

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we
expect that beginning with our annual report on Form 10-K for the fiscal year
ended after December 15, 2009, we will be required to furnish a report by
management on our internal controls over financial reporting. Such report will
contain among other matters, an assessment of the effectiveness of our internal
control over financial reporting, including a statement as to whether or not our
internal control over financial reporting is effective. This assessment must
include disclosure of any material weaknesses in our internal control over
financial reporting identified by our management. Such report must also contain
a statement that our auditors have issued an attestation report on our
managements assessment of such internal controls. Public Corporation Accounting
Oversight Board Auditing Standard No. 2 provides the professional standards and
related performance guidance for auditors to attest to, and report on, our
managements assessment of the effectiveness of internal control over financial
reporting under Section 404.

We have not yet commenced compiling the system and process
documentation and performing the evaluation needed to comply with Section 404
due to the high costs and challenges. We may not be able to complete our
evaluation, testing and any required remediation in a timely fashion. During the
evaluation and testing process, we may identify one or more material weaknesses
in our internal control over financial reporting, in which case we may not be
able to assert that our internal controls are designed and operating
effectively. If we are unable to assert that our internal control over financial
reporting is effective as of December 15, 2009 (or if our auditors are unable to
attest that our managements report is fairly stated or they are unable to
express an opinion on the effectiveness of our internal controls) we could lose
investor confidence in the accuracy and completeness of our financial reports,
which would have a material adverse effect on our stock price.

Failure to comply with the new rules may make it more difficult
for us to obtain certain types of insurance, including director and officer
liability insurance, and we may be forced to accept reduced policy limits and
coverage and/or incur substantially higher costs to obtain the same or similar
coverage. The impact of these events could also make it more difficult for us to
attract and retain qualified persons to serve on our board of directors, on
committees of our board of directors, or as executive officers.

Item 1B.      Unresolved Staff
Comments

None

Item2.      Properties

Our principal office is located at 1596 Gulf Road, Number 34,
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.

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 24, 2009,
at which time stockholders approved the following actions:

---

9

- received and approved the financial statements of the Corporation for its
  financial year ended May 31, 2008 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 respective 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,
  2009;

---

10

PART II

Item5.      Marketfor Registrants Common Equity, Related Stockholder Matters and
IssuerPurchases of Equity Securities

Our shares of common stock are not quoted or traded on any
electronic or other trading system. There is no public market for our common
shares.

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. They can be contacted by telephone at (732)
872-2727 and by facsimile at (732) 872-2728.

On the date of this report the shareholders' list of our common
shares showed 48 registered shareholders holding 7,900,000 shares; there are no
shares held by broker-dealers. There are 7,900,000 shares outstanding.

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.     
SelectedFinancial Data

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

Item7.     
ManagementsDiscussion and Analysis of Financial Condition and Results
of Operations

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 1596 Gulf
Road, Number 34, Point Roberts, Washington 98281. Our telephone number is (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, 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, 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 (an engineering report is now expected in October
      2009);          
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                  
| | 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 May 31, 2010;
| |    |                                                                                                                                                                                                                                  
| | 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, 2011; and                                                        
| |    |                                                                                                                                                                                                                                  
| | d) | Theron will pay to Livgard an annual royalty equal to
      three percent (3%) of NSR; and                                                                                                                                       

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 is expected be received in October 2009;

---

11

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.

Phase I Exploration Program  Results to Date

Exploration will assist in the determination of whether gold
exists on the property and if any which is found can be economically extracted
and profitably processed. We have now completed the field work associated with
the first phase of the exploration plan; we do not expect to receive the results
of the work and a report on the phase I efforts until some time in October. If
our initial exploration efforts are favourable we intend to proceed with longer
term exploration.

Initially, we ran a grid over the entire property and reviewed
maps of the results of any past reported geological and geochemical programs
correlating all past information to our grid; then we completed a geological
survey to evaluate certain specific targets previously identified. We related
previous ground and airborne electromagnetic surveys over the grid. Samples
taken from various locations will be tested for traces of gold, silver, lead,
copper, zinc, iron and other metals; however, our primary focus is the search
for gold. We will then compare relative concentrations of gold, silver, lead and
other indicator metals in recovered samples so the results from different
samples can be compared in a more precise manner and plotted on a map to
evaluate their significance.

Phase II will not be carried out until 2010 and will be
contingent upon favourable results from phase I and specific recommendations in
the resulting report. Specifics of the work to be carried out have not yet been
determined but will be delineated as recommendations in the reporting of the
results of phase I. The second phase may require up to six weeks work and is
expected to cost $40,000 comprised of wages, fees, camp, equipment rental,
trenching, assays and related. Four months may be required for analysis and the
preparation of a report and evaluation on the work accomplished.

Results of Operations

Year Ended May 312009
      
      
      2008Revenue
      $
      Nil
      
      $
      NilOperating Expenses
      $
      35,834
      
      $
      18,165Net Profit (Loss)
      $
      (35,834
      )
      $
      (18,165
      )


COMMON SHARES: Since inception we have used common stock and an
advance from a related 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, 2009 was $3,500. In the fiscal year ended May
31, 2008 $51,500 cash was provided by financing activities as the result of the
sale of shares issued prematurely under our SB-2 offering statement ($41,500 and
an advance from a related party ($10,000). Net cash provided by financing
activities from inception on April 11, 2006 was $66,000 ($65,000 as proceeds
received from sales of our common stock and $1,000 as an advance from an
officer).

Revenue

We have not earned any revenues since our inception.

Expenses

Our operating expenses for the year ended May 31, 2009 and 2008
are outlined in the table below:

Year Ended May 312009
      
      
      2008Mineral property exploration
      $
      20,082
      
      $
      0Gain on foreign exchange
      
      0
      
      
      89Professional fees
      
      5,942
      
      
      13,334Communications expenses
      
      1,290
      
      
      767


---

12

Year Ended May 312009
      
      
      2008Office expenses
      
      1,425
      
      
      1,294Travel and Entertainment
      
      2,460
      
      
      1,132Filing fees
      
      4,635
      
      
      1,549Contributed services
      
      0
      
      
      0TOTAL
      $
      35,834
      
      $
      18,165


Operating expenses for the year ended May 31, 2009, doubled as
compared to the comparative period in 2008 primarily as a result of the
commencement of our business plan and expenditures associated with the first
phase of the exploration program on the George property.

During the year ended May 31, 2009, Theron incurred operating
expenses of $35,834 as compared to $18,165 for the similar period last year and
a total of $68,773 for the period from inception on April 11, 2006, to May 31,
2009. The increase in the current years spending can be attributed to the
Corporation moving forward with its business plan and incurring the costs of the
first phase of exploration on our optioned mineral project. The costs incurred
can be further subdivided into the following categories.

ACQUISITION OF MINERAL PROPERTY INTEREST: Theron incurred no
costs for mineral property acquisition costs for the fiscal year ended on May
31, 2009 or for the previous fiscal year. From inception to May 31, 2009 we have
incurred $4,242 in costs related to mineral property acquisition. This expense
category will vary depending on mineral interest acquisition activities.

MINERAL PROPERTY EXPLORATION: Theron incurred $20,082 in costs
for mineral property exploration costs for the fiscal year ended on May 31,
2009, as compared to nil ($0) for the previous fiscal year. From inception to
May 31, 2009 we have incurred $20,082 in costs related to mineral property
exploration. This expense category will vary depending on our exploration work
activities.

GAIN (LOSS) ON FOREIGN EXCHANGE: Our exploration and
acquisition costs and certain expenses have been incurred in Canadian Dollars.
Nil ($0) was lost on the exchange of USD to CAD in the fiscal year under review
while $89 was lost for the period ended May 31, 2008. For the period April 11,
2006, (inception) through May 31, 2009, Theron has lost a total of $89 on
foreign exchange transactions.

PROFESSIONAL FEES: Theron incurred $5,942 in professional fees
for the fiscal year ended on May 31, 2009 as compared to $13,334 for the
previous fiscal year. Decreased costs were incurred in the past year as the
result of the relative inactivity in the filing of registration statements and
the attendant legal, accounting and filing expenses associated with those
filings. From inception to May 31, 2009, we have incurred $24,726 in
professional fees mainly spent on legal and accounting matters. This expense
category will vary depending on corporate capital raising activities.

COMMUNICATIONS: $1,290 in communications costs were incurred in
the fiscal year under review while $767 was incurred for the period ended May
31, 2008. For the period April 11, 2006, (inception) through May 31, 2009,
Theron has spent a total of $3,246 on such expenses.

OFFICE EXPENSES: $1,425 in office costs were incurred in the
past year. By comparison, $1,294 was incurred for previous fiscal period ended
May 31, 2008. From inception through May 31, 2009, a total of $4,903 has been
spent on office related expenses.

TRAVEL AND ENTERTAINMENT COSTS: $2,460 in travel and
entertainment expenses were incurred in fiscal year under review while $1,132
was incurred for the period ended May 31, 2008. For the period April 11, 2006,
(inception) through May 31, 2009, Theron has spent a total of $5,101 on travel
and entertainment and related costs.

FILING FEES: We incurred $4,635 in filing costs for the year
ended May 31, 2009, and $1,549 for the period ended May 31, 2008. From inception
through May 31, 2008, $6,334 was recorded for various filing

---

13

fees including EDGAR and other related expenses. This category
will vary from year to year dependent on the level of corporate filings and
other regulatory issues.

CONTRIBUTED EXPENSES (OTHER SERVICES): No contributed expenses
(for contributed administrative costs) were incurred for the year ended May 31,
2009, and none were incurred in the period ended May 31, 2008. For the period
April 11, 2006, (inception) through May 31, 2008, 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.

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, 2009, and none were incurred in the previous fiscal
year which ended on May 31, 2008. From inception to May 31, 2009, 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 2008 - 2009 or
from the date of inception.

At the end of the fiscal year under review, May 31, 2009 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, 2009
    
    
    At May 31, 2008Current Assets
    $
    405
    
    $
    43,289Current Liabilities
    $
    4,350
    
    $
    19,900Working Capital
    $
    (3,945
    )
    $
    23,389


Cash
      Flows
    
    At May 31, 2009
    
    
    At May 31, 2008Net Cash Used in Operating Activities
    $
    (38,789
    )
    $
    (16,860
    )Net Cash Provided by (Used In) Investing Activities
    $
    Nil
    
    $
    NilNet Cash Provided by Financing Activities
    $
    (3,500
    )
    $
    51,500Increase In Cash During The Period
    $
    (42,289
    )
    $
    34,640


As of May 31, 2009, our company had a working capital deficit
of $3,945.

Use of Proceeds

Net cash provided by financing activities from inception on
April 11, 2006, to May 31, 2009, was $66,000 as a result of proceeds received
from the sale of our common stock and a $1,000 advance from a related party.
During that same period, the following table indicates how those proceeds have
been spent to date:

Acquisition of mineral property interest
    $
    4,242Mineral property exploration
    
    20,082Loss on foreign exchange
    
    89Professional Fees
    
    24,726Communications
    
    3,246Office Expenses
    
    4,903Travel and Entertainment Expenses
    
    5,101Filing Fees
    
    6,334Total Use of Proceeds to May 31, 2009
    $
    68,723


---

14

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 2009 - 2010. Management projects that
  we may require $110,000 to fund our ongoing operating expenses and working capital
  requirements for the next twelve months, broken down as follows:

Operating expenses
    $
    35,000Phase II exploration program
    
    40,000Working Capital
    
    35,000Total
    $
    110,000


As at May 31, 2009, we had a working capital deficit of $3,945.
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 bases securities. We do not anticipate that we will be able to
satisfy any of these funding requirements internally until we significantly
increase revenues.

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, 2009, our independent auditors included an
explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosures
describing the circumstances that lead to this disclosure by our independent
auditors.

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. Accordingly, we will
require additional financing 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. Issuances of additional shares
will result in dilution to existing stockholders. There is no assurance that we
will achieve any additional sales of equity securities or arrange for debt or
other financing to fund our planned business 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, in their report on our audited
financial statements for the year ended May 31, 2009, our independent auditors
included an explanatory paragraph regarding concerns about

---

15

our ability to continue as a going concern. Our financial
statements contain additional note disclosure describing the circumstances that
lead to this disclosure by our independent auditors.

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,
changes in 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.

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.

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, 2009.

Financial InstrumentsAt May 31, 2009, the fair value
of the Companys financial instruments approximate their carrying value based on
their terms and interest rates.

Mineral InterestsMineral interest acquisition costs
include cash consideration and the estimated fair value of common shares issued
for mineral properties, based on recent share issuances. Exploration and
development expenditures are expensed in the period incurred until such time as
the Company establishes the existence of commercial feasibility, at which time
these costs will be deferred. Administrative expenditures are expensed in the
period incurred.

Mineral interest acquisition costs and related interest and
financing costs may be deferred until the property is placed into production,
sold or abandoned. Mineral interest acquisition costs will be deferred only when
and if proven and probable reserves have been found to exist. No proven or
probable reserves are currently known to exist.

Any deferred costs will be amortized on a unit-of-production
basis over the estimated proven and probable reserves of the property following
commencement of commercial production or written off if the property is sold,
allowed to lapse or abandoned.

Earnings (Loss) per Common ShareThe Company
computes net income (loss) per share in accordance with SFAS No. 128
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

---

16

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, 2009,
and for the period April 11, 2006, (date of inception) through May 31, 2009,
there were no variances between the basic and diluted loss per share as there
were no potential dilutive securities.

Income TaxesThe Company adopted SFAS No. 109,
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.

Foreign Currency TranslationThe 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 SFAS No. 52 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.

Fair Value of Financial InstrumentsSFAS 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 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.

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 April 2009, the FASB issued FSP No. FAS 157-4, Determining
Fair Values When the Volume and Level of Activity for the Asset or Liability
Have Significantly Decreased and Identifying Transactions That Are Not Orderly.
This FSP provides guidance on (1) estimating the fair value of an asset or
liability when the volume and level of activity for the asset or liability have
significantly declined and (2) identifying transactions that are not orderly.
The FSP also amends certain disclosure provisions of SFAS No. 157 to require,
among other things, disclosures in interim periods of the inputs and valuation
techniques used to measure fair value. This pronouncement is effective
prospectively beginning April 1, 2009. The adoption of this standard did not
have a material impact on the Company's consolidated results of operations or
financial condition.

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2,
Recognition and Presentation of Other-Than-Temporary Impairments (FSP 115-2).
This FSP modifies the requirements for recognizing other-than-temporarily
impaired debt securities and changes the existing impairment model for such
securities. The FSP also requires additional disclosures for both annual and
interim periods with respect to both debt and equity securities. Under the FSP,
impairment of debt securities will be considered other-than-temporary if an
entity (1) intends to sell the security, (2) more likely than not will be
required to sell the security before recovering its cost, or (3) does not expect
to recover the security's entire amortized cost

---

17

basis (even if the entity does not intend to sell). The FSP
further indicates that, depending on which of the above factor(s) causes the
impairment to be considered other-than-temporary, (1) the entire shortfall of
the security's fair value versus its amortized cost basis or (2) only the credit
loss portion would be recognized in earnings while the remaining shortfall (if
any) would be recorded in other comprehensive income. FSP 115-2 requires
entities to initially apply the provisions of the standard to previously
other-than-temporarily impaired debt securities existing as of the date of
initial adoption by making a cumulative-effect adjustment to the opening balance
of retained earnings in the period of adoption. The cumulative-effect adjustment
potentially reclassifies the non-credit portion of a previously
other-than-temporarily impaired debt security held as of the date of initial
adoption from retained earnings to accumulated other comprehensive income. This
pronouncement is effective April 1, 2009. The adoption of this standard did not
have a material impact on the Company's consolidated results of operations or
financial condition.

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1,
Interim Disclosures about Fair Value of Financial Instruments. This FSP
essentially expands the disclosure about fair value of financial instruments
that were previously required only annually to also be required for interim
period reporting. In addition, the FSP requires certain additional disclosures
regarding the methods and significant assumptions used to estimate the fair
value of financial instruments.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events
(SFAS 165) [ASC 855-10-05], 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. SFAS 165 also requires entities to disclose the date through which
subsequent events were evaluated as well as the rationale for why that date was
selected. SFAS 165 is effective for interim and annual periods ending after June
15, 2009, and accordingly, the Company adopted this pronouncement during the
second quarter of 2009. SFAS 165 requires that public entities evaluate
subsequent events through the date that the financial statements are issued.

In June 2009, the FASB issued SFAS No. 166, Accounting for
Transfers of Financial Assets - an Amendment of FASB Statement No. 140 (SFAS
166) [ASC 860], which requires entities to provide more information regarding
sales of securitized financial assets and similar transactions, particularly if
the entity has continuing exposure to the risks related to transferred financial
assets. SFAS 166 eliminates the concept of a "qualifying special-purpose
entity," changes the requirements for derecognizing financial assets and
requires additional disclosures. SFAS 166 is effective for fiscal years
beginning after November 15, 2009. The Company has not completed its assessment
of the impact SFAS 166 will have on its financial condition, results of
operations or cash flows.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB
Interpretation No. 46(R) (SFAS 167) [ASC 810-10], 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. SFAS 167
clarifies that the determination of whether a company is required to consolidate
an entity is based on, among other things, an 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. SFAS 167 requires an ongoing
reassessment of whether a company is the primary beneficiary of a variable
interest entity. SFAS 167 also requires additional disclosures about a company's
involvement in variable interest entities and any significant changes in risk
exposure due to that involvement. SFAS 167 is effective for fiscal years
beginning after November 15, 2009. The Company has not completed its assessment
of the impact SFAS 167 will have on its financial condition, results of
operations or cash flows.

In June 2009, the FASB issued SFAS No. 168, The FASB
Accounting Standards Codification (TM) and the Hierarchy of Generally Accepted
Accounting Principles - a Replacement of FASB Statement No. 162 (SFAS 168)
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, 2009, and as of the

---

18

effective date, all existing accounting standard documents will
be superseded. The Codification is effective in the third quarter of 2009, and
accordingly, the Quarterly Report on Form 10-Q for the quarter ending September
30, 2009 and all subsequent public filings will reference the Codification as
the sole source of authoritative literature.

Item 7A.   Quantitative and Qualitative
Disclosures About Market Risk

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 the Independent Registered Public Accounting Firm
by Gruber & Associates, LLP, for the audited financial statements for the
year ended May 31, 2009, 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, 2009 and the related statements of
  operations, changes in stockholders equity and cash flows for the years ended
  May 31, 2009 and 2008 and for the period April 11, 2006 (date of inception)
  through May 31, 2009. 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, 2009 and the results of its operations, cash flows and changes in
  stockholders equity for the years ended May 31, 2009 and 2008 and for the
  period April 11, 2006 (date of inception) through May 31, 2009 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 28, 2009

---

Theron Resource Group 
  (an Exploration Stage Company) 
  Balance Sheets 
  May 31, 2009

|Assets                                                              |  
|------------------------------------------------------------------- | -
|                                                                    |  
|Current assets                                                      |  
|Cash and cash equivalents                                           | $
|Share subscriptions
      receivable                                |  
|Prepaid Expenses                                                    |  
|                                                                    |  
|Total
      Assets                                                  |  
|                                                                    |  
|Liabilities and Stockholders' Deficit                               |  
|                                                                    |  
|Current liabilities                                                 |  
|Accounts payable
      and liabilities                              |  
|Due to related party                                                |  
|Total liabilities                                                   |  
|                                                                    |  
|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                       |  
|Additional paid-in capital                                          |  
|Other comprehensive
      loss                                      |  
|Deficit accumulated during the exploration
      stage              |  
|Total stockholders' deficit                                         |  
|                                                                    |  
|Total liabilities and stockholders' deficit                         | $

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, 2009 |   |   | May
      31, 2008 |   |   | May
      31, 2009  |  
|                                                     |   |                    |   |   |                    |   |   |                     |  
|Revenues                                             | $ | ---                |   | $ |                    |   | $ | ---                 |  
|                                                     |   |                    |   |   |                    |   |   |                     |  
|Expenses                                             |   |                    |   |   |                    |   |   |                     |  
|Acquisition of mineral property
      interest       |   | ---                |   |   | ---                |   |   | 4,242               |  
|Mineral property
      exploration                   |   | 20,082             |   |   | ---                |   |   | 20,082              |  
|Gain on Foreign Exchange                             |   | ---                |   |   | 89                 |   |   | 89                  |  
|Professional fees                                    |   | 5,942              |   |   | 13,334             |   |   | 24,726              |  
|Communications expense                               |   | 1,290              |   |   | 767                |   |   | 3,246               |  
|Office expenses                                      |   | 1,425              |   |   | 1,294              |   |   | 4,903               |  
|Travel and entertainment                             |   | 2,460              |   |   | 1,132              |   |   | 5,101               |  
|Filing fees                                          |   | 4,635              |   |   | 1,549              |   |   | 6,334               |  
|Other services                                       |   | ---                |   |   | ---                |   |   | 50                  |  
|                                                     |   |                    |   |   |                    |   |   |                     |  
|Total
      expenses                                 |   | 35,834             |   |   | 18,165             |   |   | 68,773              |  
|                                                     |   |                    |   |   |                    |   |   |                     |  
|Net loss                                             | $ | (35,834            | ) | $ | (18,165            | ) | $ | (68,773             | )
|                                                     |   |                    |   |   |                    |   |   |                     |  
|Basic and diluted loss per common share              |   | (0.005             | ) |   | (0.003             | ) |   |                     |  
|                                                     |   |                    |   |   |                    |   |   |                     |  
|Weighted average number of common shares used in per |   |                    |   |   |                    |   |   |                     |  
|share calculations                                   |   | 6,932,877          |   |   | 6,900,000          |   |   |                     |  

See accompanying notes to financial statements

---

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

DeficitaccumulatedCommon
      
      
      
      
      
      Additional
      
      
      Other
      
      
      during the
      
      
      Totalshares
      
      
      Common
      
      
      paid-in
      
      
      Comprehensive
      
      
      exploration
      
      
      stockholders'outstanding
      
      
      stock
      
      
      capital
      
      
      Loss
      
      
      stage
      
      
      equityCommon shares issued forcash
      
      6,000,000
      
      $
      6,000
      
      $
      ---
      
      $
      ---
      
      $
      ---
      
      $
      6,000Balance, May 31, 2006
      
      6,000,000
      
      
      6,000
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      6,000Common shares issued forcash
      
      900,000
      
      
      900
      
      
      8,100
      
      
      ---
      
      
      ---
      
      
      9,000Contributed services
      
      ---
      
      
      ---
      
      
      50
      
      
      ---
      
      
      ---
      
      
      50Currency 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
      )
      $
      54Net 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 forcash
      
      1,000,000
      
      
      1,000
      
      
      49,000
      
      
      ---
      
      
      ---
      
      
      50,000Net loss for the year
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      (35,834
      )
      
      (35,834
      )Balance, May 31, 2009
      
      7,900,000
      
      $
      7,900
      
      $
      57,150
      
      
      (222
      )
      $
      (68,773
      )
      $
      (3,945
      )


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, 2009 |   |   | May
      31, 2008 |   |   | May
      31, 2009  |  
|                                                                    |   |                    |   |   |                    |   |   |                     |  
|Cash flows used for operating activities                            |   |                    |   |   |                    |   |   |                     |  
|Net loss                                                            | $ | (35,834            | ) | $ | (18,165            | ) | $ | (68,773             | )
|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 prepaid expenses                             |   | 595                |   |   | (595               | ) |   | 0                   |  
|Increase (decrease) in
      accrued expenses                       |   | (3,550             | ) |   | 1,900              |   |   | 3,350               |  
|                                                                    |   |                    |   |   |                    |   |   |                     |  
|Cash flows used for operating activities                            |   | (38,789            | ) |   | (16,860            | ) |   | (65,595             | )
|                                                                    |   |                    |   |   |                    |   |   |                     |  
|Cash flows from financing activities                                |   |                    |   |   |                    |   |   |                     |  
|Repayment of shareholder advances                                   |   | (13,000            | ) |   | 0                  |   |   | 0                   |  
|Advances from
      shareholders                                    |   | 1,000              |   |   | 10,000             |   |   | 1,000               |  
|Proceeds from issuance of common stock                              |   | 8,500              |   |   | 0                  |   |   | 65,000              |  
|Proceeds from issuance
      of common stock, subject to rescission |   | 0                  |   |   | 41,500             |   |   | 0                   |  
|                                                                    |   |                    |   |   |                    |   |   |                     |  
|Cash flows from financing activities                                |   | (3,500             | ) |   | 51,500             |   |   | 66,000              |  
|                                                                    |   |                    |   |   |                    |   |   |                     |  
|Increase in cash and cash equivalents                               |   | (42,289            | ) |   | 34,640             |   |   | 405                 |  
|                                                                    |   |                    |   |   |                    |   |   |                     |  
|Cash and cash equivalents - Beginning of
      period               |   | 42,694             |   |   | 8,054              |   |   | ---                 |  
|                                                                    |   |                    |   |   |                    |   |   |                     |  
|Cash and cash equivalents - End of period                           | $ | 405                |   | $ | 42,694             |   | $ | 405                 |  
|                                                                    |   |                    |   |   |                    |   |   |                     |  
|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, 2009

Note 1  Nature of Operations

Theron Resource Group (the Company) was incorporated under
  the laws of the State of Wyoming on April 11, 2006. The Company 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 six claim blocks covering 4,380 acres. The Companys
  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 the Company will determine if it can be economically extracted and
  profitably processed.

The Company is an exploration stage company as defined in the
  Securities and Exchange Commission Industry Guide 7, and is subject to
  compliance with Statement of Financial Accounting Standards No. 7 (SFAS No. 7), Accounting and Reporting by Development Stage Companies.
  The Company is devoting its resources to establishing the new business, and 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,
  2009.

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, 2009 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 $35,834 for the year
  ended May 31, 2009 and $68,773 for the period from April 11, 2006 (date of
  inception) through May 31, 2009. In addition, the Company has not generated any
  revenues and no revenues are anticipated until we begin removing and selling
  gold, and there is no assurance that a commercially viable deposit exists on the
  mineral claims that we may have under option. These conditions raise substantial
  doubt as to the Companys ability to continue as a going concern.

Managements plans 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 the Company does not raise all of the money it needs from the
  public offering, it will have to find alternative sources, such as a second
  public offering, a private placement of securities, or loans from its officers,
  directors or others. If the Company requires additional cash and cant raise it,
  it will either have to suspend operations until the cash is raised, 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.

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  MAY 31, 2009



Note 3  Summary of Significant Accounting Policies
  (continued)

Mining exploration costs

In accordance with Securities and Exchange Commission Industry
  Guide 7, the Company charges mineral property acquisition costs and exploration
  costs to operations as incurred.

When it has been determined that a mineral property can be
  economically developed as a result of establishing proven and probable reserves,
  the costs incurred to develop such property are capitalized. The capitalized
  costs will be amortized using the units-of-production method over the estimated
  life of the probable reserve.

On February 21, 2007 the Company optioned one exploration
  property containing six claim blocks in southwestern British Columbia by
  entering into an option agreement (Option To Purchase and Royalty Agreement)
  with the beneficial owner of the claims to acquire the claims by carrying out
  certain exploration work on the claims. The claim blocks cover approximately
  4,380 acres.

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. The Company 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 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 the Company starts
  operations. The Company 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

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  MAY 31, 2009



Note 3  Summary of Significant Accounting Policies
  (continued)

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.

Income taxes

The Company has adopted SFAS no 109, Accounting for Income
  Taxesas of 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. 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 $68,773 as of May 31, 2009
  that will be offset against future taxable income. The available net operating
  loss carry forwards of approximately $68,773 expire in various years through
  2029. 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 SFAS No. 128 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, 2009, and for the period April 11,
  2006 (date of inception) through May 31, 2009 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, FASB issued Statement No. 144, Accounting for
  the Impairment or Disposal of Long-Lived Assets (FAS 144). FAS 144 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.

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  MAY 31, 2009

Note 3  Summary of Significant Accounting Policies
  (continued)

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 SFAS No. 123R, Share-Based Payment, an Amendment of FASB
  Statement No. 123. The Company 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, 2009. As of May 31, 2009, there were no options outstanding.

Business segments

SFAS No. 131 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 SFAS No. 131, and has determined that it is not applicable.

Start-up expenses

The Company has adopted Statement of Position No. 98-5,
  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, 2009.

Foreign currency translation

The Companys functional and reporting currency is the United
  States dollar. The financial statements of the Company are translated to United
  States dollars in accordance with SFAS No., 52, 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. The translation was not material to accumulate in the current fiscal
  year.

Recently issued accounting pronouncements

In April 2009, the FASB issued FSP No. FAS 157-4, "Determining
  Fair Values When the Volume and Level of Activity for the Asset or Liability
  Have Significantly Decreased and Identifying Transactions That Are Not Orderly."
  This FSP provides guidance on (1) estimating the fair value of an asset or
  liability when the volume and level of activity for the asset or liability have
  significantly declined and (2) identifying transactions that are not orderly.
  The FSP also amends certain disclosure provisions of SFAS No. 157 to require,
  among other things, disclosures in interim periods of the inputs and valuation
  techniques used to measure fair value. This pronouncement is effective
  prospectively beginning April 1, 2009. The adoption of this standard did not
  have a material impact on the Company's consolidated results of operations or
  financial condition.

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  MAY 31, 2009



Note 3  Summary of Significant Accounting Policies
  (continued)

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2,
  "Recognition and Presentation of Other-Than-Temporary Impairments" (FSP 115-2).
  This FSP modifies the requirements for recognizing other-than-temporarily
  impaired debt securities and changes the existing impairment model for such
  securities. The FSP also requires additional disclosures for both annual and
  interim periods with respect to both debt and equity securities. Under the FSP,
  impairment of debt securities will be considered other-than-temporary if an
  entity (1) intends to sell the security, (2) more likely than not will be
  required to sell the security before recovering its cost, or (3) does not expect
  to recover the security's entire amortized cost basis (even if the entity does
  not intend to sell). The FSP further indicates that, depending on which of the
  above factor(s) causes the impairment to be considered other-than-temporary, (1)
  the entire shortfall of the security's fair value versus its amortized cost
  basis or (2) only the credit loss portion would be recognized in earnings while
  the remaining shortfall (if any) would be recorded in other comprehensive
  income. FSP 115-2 requires entities to initially apply the provisions of the
  standard to previously other-than-temporarily impaired debt securities existing
  as of the date of initial adoption by making a cumulative-effect adjustment to
  the opening balance of retained earnings in the period of adoption. The
  cumulative-effect adjustment potentially reclassifies the noncredit portion of a
  previously other-than-temporarily impaired debt security held as of the date of
  initial adoption from retained earnings to accumulated other comprehensive
  income. This pronouncement is effective April 1, 2009. The adoption of this
  standard did not have a material impact on the Company's consolidated results of
  operations or financial condition.

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1,
  "Interim Disclosures about Fair Value of Financial Instruments." This FSP
  essentially expands the disclosure about fair value of financial instruments
  that were previously required only annually to also be required for interim
  period reporting. In addition, the FSP requires certain additional disclosures
  regarding the methods and significant assumptions used to estimate the fair
  value of financial instruments.

In May 2009, the FASB issued SFAS No. 165, SUBSEQUENT EVENTS
  ("SFAS 165") [ASC 855-10-05], 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. SFAS 165 also requires entities to disclose the date through which
  subsequent events were evaluated as well as the rationale for why that date was
  selected. SFAS 165 is effective for interim and annual periods ending after June
  15, 2009, and accordingly, the Company adopted this pronouncement during the
  second quarter of 2009. SFAS 165 requires that public entities evaluate
  subsequent events through the date that the financial statements are issued.

In June 2009, the FASB issued SFAS No. 166, ACCOUNTING FOR
  TRANSFERS OF FINANCIAL ASSETS -- AN AMENDMENT OF FASB STATEMENT NO. 140 ("SFAS
  166") [ASC 860], which requires entities to provide more information regarding
  sales of securitized financial assets and similar transactions, particularly if
  the entity has continuing exposure to the risks related to transferred financial
  assets. SFAS 166 eliminates the concept of a "qualifying special-purpose
  entity," changes the requirements for derecognizing financial assets and
  requires additional disclosures. SFAS 166 is effective for fiscal years
  beginning after November 15, 2009. The Company has not completed its assessment
  of the impact SFAS 166 will have on its financial condition, results of
  operations or cash flows.

In June 2009, the FASB issued SFAS No. 167, AMENDMENTS TO FASB
  INTERPRETATION NO. 46(R) ("SFAS 167") [ASC 810-10], 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. SFAS 167
  clarifies that the determination of whether a company is required to consolidate
  an entity is based on, among other things, an 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. SFAS 167 requires an ongoing
  reassessment of whether a company is the primary beneficiary of a variable
  interest entity. SFAS 167 also requires additional disclosures about a company's
  involvement in variable interest entities and any significant changes in risk
  exposure due to that involvement. SFAS 167 is effective for fiscal years
  beginning after November 15, 2009. The Company has not completed its assessment

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  MAY 31, 2009



Note 3  Summary of Significant Accounting Policies
  (continued)

of the impact SFAS 167 will have on its financial condition,
  results of operations or cash flows.

In June 2009, the FASB issued SFAS No. 168, THE FASB ACCOUNTING
  STANDARDS CODIFICATION(TM) AND THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING
  PRINCIPLES A REPLACEMENT OF FASB STATEMENT NO. 162 ("SFAS 168"). 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, 2009, and as of the effective date, all existing accounting
  standard documents will be superseded. The Codification is effective in the
  third quarter of 2009, and accordingly, the Quarterly Report on Form 10-Q for
  the quarter ending September 30, 2009 and all subsequent public filings will
  reference the Codification as the sole source of authoritative literature.

Note 4  Common stock transactions

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

On April 20, 2006 the Company issued
  6,000,000 shares of common stock to its founder for $6,000 in cash.

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

On November 30, 2006, the Company
  issued 900,000 shares for cash of $9,000.

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.

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

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

Note 5  Common Stock Subject to Rescission

During April and May, 2008, the Company received $41,500 and
  had a subscription receivable in the amount of $8,500for 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.

As a result, the Company 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 may be subject to rescission by the shareholder because
  of the Company's failure to comply with

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  MAY 31, 2009



Note 5  Common Stock Subject to Rescission (Continued)

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 the Company's balance sheet. As the statute of limitations expire
  in the respective states, such amounts are reclassified to stockholders'
  deficiency.

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 the Company 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 Companys common stock, which is outside of the Companys and the
  holders control. Consequently, common stock subject to rescission is classified
  as temporary equity.

In January 2009 under an S-1 rescission offering registration
  statement revised to April 3, 2009 the Company 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 the Company 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, Sierra has 7,900,000 shares of common stock issued and
  outstanding.

Note 6  Related party transactions

The amount due to a related party at the end of the previous
  fiscal year comprised of a $13,000 advance from the Companys officer and
  director. During the current year ended on May 31, 2008, the debt was fully
  repaid. On April 22, 2009 an officer and director advanced $1,000 to the
  Company. The advance has not been repaid as of May 31, 2009.

Note 7  Commitments

Under the terms of the Option to Purchase and Royalty
  Agreement, the Company must incur exploration expenditures on the claims in the
  minimum amount of $20,000 by August 31, 2008, an additional $40,000 by August
  31, 2009. 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.

Upon exercise of the option, the Company is required to pay the
  owner, commencing May 31, 2010, the sum of $25,000 per annum, as prepayment of
  the net smelter royalty.

---

19

Item 9.      Changes in and
Disagreements With Accountants on Accounting and 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, 2009, 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 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, 2009,
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, 2009. 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, 2009, 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
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

20

audit committee financial expert as
defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level
programs have a pervasive effect across the organization, management has
determined that these circumstances constitute a material weakness.

| | 2. | As of May 31, 2009, 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, 2009, 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 temporary rules of the
SEC that permit the company to provide only management's report in this annual
report.

Item 9B.      Other Information

None.

---

21

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 successors 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
    73
    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.

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. None of the directors or officers has
professional or technical accreditation in the exploration business. Mr.
Satchwell is a director who serves as president, secretary, treasurer and chief
executive officer and has been, a 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

---

22

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 the
during fiscal year ended May 31, 2009, all filing requirements applicable to our
officers, directors and greater than 10% percent beneficial owners were complied
with.

Code of Ethics

Our board of directors on April 22, 2008, 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..

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 does not maintain a Web site but 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, 2009 and
  2008; 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, 2009, and 2008,

who 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

---

23

Fiscal
    
    
    
    
    OptionsName and
    Year
    
    
    Stock
    Securities
    Awards (Value
    TotalPrincipal
    Ended
    
    
    Awards
    Underlying
    of Options) ($)
    Compen-Position
    May 31
    Salary
    Bonus
    ($)
    Options
    (5)
    sationJerry R.
      Satchwell President & Director
    2008
    $0
    $0
    $0
    Nil
    $0
    $0Jerry R. Satchwell
      President & Director
    2009
    $0
    $0
    $0
    Nil
    $0
    $0


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.

---

24

(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.

(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 and Management 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 1596
      Gulf Road, Number 34, 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
      Securities 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, 2009, 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 on
      The date of this report. As of the date of this report, there
were 7,900,000 shares of our common stock issued and outstanding.

---

25

(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.

|                     | Name and Address of
      Beneficial Owner [1]                                                                              | Amount & Nature of       | Percentage
|-------------------- | --------------------------------------------------------------------------------------------------------------------------- | ------------------------ | ----------
|Title of
      Class | [3]                                                                                                                         | Beneficial Ownership [2] | of Class  
|common stock         | Jerry R.
      Satchwell 1596 Gulf Road, Number 34, Point Roberts, WA 98281
      Director and officer since April 11, 2006 | 6,000,000                | 67.4%     

| | [1] | As of May 31, 2009, 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, 2009, 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 Director Independence

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, 2008, 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 Services

The aggregate fees billed for the most recently completed
fiscal year ended May 31, 2009, and for fiscal year ended May 31, 2008, 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:

---

26

Year EndedMay 31, 2009
    May 31, 2008Audit Fees
    $5,000
    $8,000Audit Related Fees
    Nil
    NilTax Fees
    Nil
    NilAll Other Fees
    Nil
    NilTotal
    $5,000
    $8,000


Audit Fees: The aggregate fees billed for the fiscal year ended
May 31, 2009, 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 $5,000 as compared
to $8,000 for the similar period of the preceding fiscal year and for the period
from inception on April 11, 2006, to May 31, 2009, the amount was approximately
$18,000.

Audit-Related Fees: The aggregate fees billed for the fiscal
year ended May 31, 2008 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, 2009, the amount was $0.

Tax Fees: The aggregate fees billed for the fiscal years ended
May 31, 2009, and 2008 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, 2009, the amount was
approximately $0.

All Other Fees: The aggregate fees billed for the fiscal years
ended May 31, 2009, and 2008 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, 2009, 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.

---

27

PART IV

Item 15.      Exhibits, Financial
Statement Schedules

(a)Financial
Statements

| | (1) | Financial statements for our company are listed in the
      index under Item 8 of this document                                                                                          
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                           
| | (2) | All financial statement schedules are omitted because
      they are not applicable, not material or the required information is shown
      in the financial statements or notes thereto.

(b)Exhibits

|Exhibit No. | Description                                                                                                                                                                                                                
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)         | Registration Statement                                                                                                                                                                                                     
|1.1         | S-1 Rescission Offering Statement
        dated April 3, 2009, including audited financial statements for the fiscal
        year ended May 31, 2008                                                                       
|            |                                                                                                                                                                                                                            
|(3)         | Articles of Incorporation
        and By-laws                                                                                                                                                                              
|3.1         | Articles of Incorporation
        (incorporated by reference from our registration statement on Form SB-2
        filed on October 04, 2007)                                                                               
|3.2         | Bylaws (incorporated by reference
        from our registration statement on Form SB- 2 filed on October 04, 2007)                                                                                                         
|            |                                                                                                                                                                                                                            
|(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

---

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: September 8, 2009

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: September 8, 2009



---