---

UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q/A

**This Form  10-Q is amended to include a statement at the bottom of this page that the  registrant is a shell company****(as defined in Rule 12b-2 of the Exchange  Act). This quarterly report on Form 10-Q/A is being filed to amend our  quarterly report on Form 10-Q for the quarter ended February 29, 2008 which was  filed with the SEC on April 18, 2008. Accordingly, pursuant to rule 12b-15  under the Securities Exchange Act of 1934, as amended, this Form 10-Q/A  contains complete text of the original Form 10-Q, the cover page of which has  been amended, as well as the current dated certifications from the Principal  Executive Officer and the Principal Financial Officer. The amendment contained  herein adds the statement that we are a shell company (as defined in Rule 12b-2  of the Act) on the cover page of this Form 10-Q by inserting such a statement.  We have not updated the information contained herein for events occurring  subsequent to April 18, 2008, the filing date of the original Form 10-Q.**

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

For the quarterly period ended FEBRUARY 29, 2008

[   ] 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 other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|Number 34, 1594 Gulf Road,                       |                                     
|Point Roberts, Washington                        | 98281-0034                          
|(Address of principal executive offices)         | (Zip Code)                          

Issuers telephone number: (888) 755-9766

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

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

Indicate by check mark whether the issuer (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]   No [   ]

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

Indicate by check mark whether the registrant is a large
accelerated filer, a non-accelerated filer or a smaller reporting company.

Large
      accelerated filer [   ]
    Accelerated
      filer                
       [   ]Non-accelerated
      filer   [   ]
    Smaller reporting company [X]


State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest 
practicable date: 6,900,000
shares of Common Stock as of July 7, 2008.

Transitional Small Business Format. Yes [   ] 
   No [X]

---

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

Theron Resource Group
  (an Exploration Stage Company) 
  Balance Sheets 
  February 29, 2008

|                                                       |   | February 29, 2008 |   |   | February 28, 2007 |   |   | May 31, 2007 |  
|------------------------------------------------------ | - | ----------------- | - | - | ----------------- | - | - | ------------ | -
|                                                       |   | (Unaudited)       |   |   | (Unaudited)       |   |   | (Audited)    |  
|Assets                                                 |   |                   |   |   |                   |   |   |              |  
|                                                       |   |                   |   |   |                   |   |   |              |  
|Current assets                                         |   |                   |   |   |                   |   |   |              |  
|Cash and cash equivalents and prepaid expenses         | $ | 3,538             |   | $ | 9,116             |   | $ | 8,054        |  
|Prepaid expenses                                       |   | 1,000             |   |   | 0                 |   |   | 0            |  
|Total current
      assets                             |   | 4,538             |   |   | 9,116             |   |   | 8,054        |  
|                                                       |   |                   |   |   |                   |   |   |              |  
|                                                       |   |                   |   |   |                   |   |   |              |  
|Liabilities and Stockholders' Equity                   |   |                   |   |   |                   |   |   |              |  
|                                                       |   |                   |   |   |                   |   |   |              |  
|Current liabilities                                    |   |                   |   |   |                   |   |   |              |  
|Accrued expenses                                       |   | 2,000             |   |   | 0                 |   |   | 5,000        |  
|Due to related party                                   |   | 13,000            |   |   | 3,825             |   |   | 3,000        |  
|Total current
      liabilities                        |   | 15,000            |   |   | 3,825             |   |   | 8,000        |  
|                                                       |   |                   |   |   |                   |   |   |              |  
|Stockholders' equity                                   |   |                   |   |   |                   |   |   |              |  
|Common stock, 500,000,000
      shares authorized,     |   |                   |   |   |                   |   |   |              |  
|par value
      $.001,                                 |   |                   |   |   |                   |   |   |              |  
|6,900,000
      shares issued and outstanding          |   | 6,900             |   |   | 6,000             |   |   | 6,900        |  
|Additional paid-in capital                             |   | 8,150             |   |   | 0                 |   |   | 8,150        |  
|Other comprehensive loss                               |   | -222              |   |   | 0                 |   |   | (222         | )
|Deficit accumulated during the exploration
      stage |   | (25,290           | ) |   | (709              | ) |   | (14,774      | )
|Total
      stockholders' equity                       |   | (10,462           | ) |   | 5,291             |   |   | 54           |  
|                                                       |   |                   |   |   |                   |   |   |              |  
|Total
      liabilities and stockholders' equity       | $ | 4,538             |   | $ | 9,116             |   | $ | 8,054        |  

See accompanying notes to financial statements

---

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

For the periodApril 11, 2006Three Months Ended
      
      
      Nine Months Ended
      
      
      (date of inception)February 29,
      
      
      February 28,
      
      
      February 29,
      
      
      February 28,
      
      
      through2008
      
      
      2007
      
      
      2008
      
      
      2007
      
      
      February 29, 2008Revenues
      $
      ---
      
      $
      ---
      
      $
      ---
      
      $
      ---
      
      $
      ---ExpensesAcquisition of mineral property interest
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      4,242Professional fees
      
      2,035
      
      
      ---
      
      
      8,035
      
      
      ---
      
      
      13,486Communications expense
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      1,189Office expenses
      
      35
      
      
      33
      
      
      140
      
      
      259
      
      
      2,323Travel and entertainment
      
      ---
      
      
      ---
      
      
      792
      
      
      ---
      
      
      2,301Filing fees
      
      150
      
      
      ---
      
      
      1,549
      
      
      ---
      
      
      1,699Other services
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      50Total expenses
      
      2,220
      
      
      33
      
      
      10,516
      
      
      259
      
      
      25,290Net loss
      $
      (2,220
      )
      $
      (33
      )
      $
      (10,516
      )
      $
      (259
      )
      $
      (25,290
      )Basic and diluted loss per common share
      
      (0.000
      )
      
      N/A
      
      
      (0.002
      )
      
      (0.000
      )
      
      (0.004
      )Weighted average number of common sharesused in per share calculations
      
      6,900,000
      
      
      N/A
      
      
      6,900,000
      
      
      2,000,000
      
      
      6,900,000


See accompanying notes to financial statements

---

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

DeficitaccumulatedCommon
      
      
      
      
      
      Additional
      
      
      Other
      
      
      during the
      
      
      Totalshares
      
      
      Common
      
      
      paid-in
      
      
      Comprehensive
      
      
      exploration
      
      
      stockholders'outstanding
      
      
      stock
      
      
      capital
      
      
      Loss
      
      
      stage
      
      
      equityCommon shares issued forcash
      
      6,900,000
      
      
      6,900
      
      
      8,100
      
      
      ---
      
      
      ---
      
      
      15,000Contributed services
      
      ---
      
      
      ---
      
      
      50
      
      
      ---
      
      
      ---
      
      
      50Currency exchange loss
      
      ---
      
      
      ---
      
      
      ---
      
      
      (222
      )
      
      ---
      
      
      (222
      )Net loss for the periodOctober 19, 2006 (inception)to May 31, 2007
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      (14,774
      )
      
      (14,774
      )Balance, May 31, 2007
      
      6,900,000
      
      
      6,900
      
      
      8,150
      
      
      (222
      )
      
      (14,774
      )
      
      54Contributed services
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---Net loss for the nine months
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      (10,516
      )
      
      (10,516
      )period ended February 28, 2007Balance, February 28, 2008
      
      6,900,000
      
      $
      6,900
      
      $
      8,150
      
      
      (222
      )
      
      (25,290
      )
      
      (10,462
      )


See accompanying  notes to financial  statements

---

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

|                                                       |   |                   |   |   |                   |   |   | For the period      |  
|------------------------------------------------------ | - | ----------------- | - | - | ----------------- | - | - | ------------------- | -
|                                                       |   |                   |   |   |                   |   |   | April 11, 2006      |  
|                                                       |   |                   |   |   |                   |   |   | (date of inception) |  
|                                                       |   | Nine Months Ended |   |   | through           |  
|                                                       |   | February 29, 2008 |   |   | February 28, 2007 |   |   | February 28, 2008   |  
|                                                       |   |                   |   |   |                   |   |   |                     |  
|Cash flows used for operating activities               |   |                   |   |   |                   |   |   |                     |  
|Net loss                                               | $ | (10,516           | ) | $ | (259              | ) | $ | (25,290             | )
|Adjustments to reconcile net loss to net cash provided |   |                   |   |   |                   |   |   |                     |  
|by operating activities:                               |   |                   |   |   |                   |   |   |                     |  
|Contribued services                                    |   | 0                 |   |   | 0                 |   |   | 50                  |  
|Other comprehensive loss                               |   | 0                 |   |   | 0                 |   |   | (222                | )
|Changes in operating assets and liabilities            |   |                   |   |   |                   |   |   |                     |  
|Increase in prepaid expenses                           |   | (1,000            | ) |   |                   |   |   | (1,000              | )
|Decrease in accrued expenses                           |   | (3,000            | ) |   | 0                 |   |   | 2,000               |  
|                                                       |   |                   |   |   |                   |   |   |                     |  
|Cash flows used for operating activities               |   | (14,516           | ) |   | (259              | ) |   | (24,462             | )
|                                                       |   |                   |   |   |                   |   |   |                     |  
|Cash flows from financing activities                   |   |                   |   |   |                   |   |   |                     |  
|Advances from shareholder / related party              |   | 10,000            |   |   | 0                 |   |   | 13,000              |  
|Proceeds from issuance of common stock                 |   | 0                 |   |   | 0                 |   |   | 15,000              |  
|                                                       |   |                   |   |   |                   |   |   |                     |  
|Cash flows from financing activities                   |   | 10,000            |   |   | 9,000             |   |   | 28,000              |  
|                                                       |   |                   |   |   |                   |   |   |                     |  
|Increase in cash and cash equivalents                  |   | (4,516            | ) |   | 8,741             |   |   | 3,538               |  
|                                                       |   |                   |   |   |                   |   |   |                     |  
|Cash and cash equivalents - Beginning of period        |   | 8,054             |   |   | 0                 |   |   | 0                   |  
|                                                       |   |                   |   |   |                   |   |   |                     |  
|Cash and cash equivalents - End of period              | $ | 3,538             |   | $ | 8,741             |   | $ | 3,538               |  
|                                                       |   |                   |   |   |                   |   |   |                     |  
|Supplemental Disclosures regarding cash flows          |   |                   |   |   |                   |   |   |                     |  
|Interest paid                                          | $ | ---               |   | $ | ---               |   | $ | ---                 |  
|Income taxes paid                                      |   | ---               |   |   | ---               |   |   | ---                 |  
|                                                       |   |                   |   |   |                   |   |   |                     |  
|Non-cash financing activities                          |   |                   |   |   |                   |   |   |                     |  
|Paid in capital from contributed services              |   | ---               |   |   | ---               |   |   | 50                  |  

See accompanying notes to financial statements

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 29, 2008

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 nine 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 February 29, 2008.

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 February 29, 2008
  and for the nine months ended February 29, 2008 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 $10,516 for the nine month period ended February 29, 2008 and a loss
  of $25,290 for the period from April 11, 2006 (date of inception) through February
  29, 2008. In addition, the Company has not generated any revenues, 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 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 
  FEBRUARY 29, 2008

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 nine 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

The carrying amounts of cash and current liabilities approximate
  fair value due to the short maturity of these items. These fair value estimates
  are subjective in nature and involve uncertainties and matters of significant
  judgment, and, therefore, cannot be determined with precision. Changes in assumptions
  could significantly affect these estimates. The Company does not hold or issue
  financial instruments for trading purposes, nor does it utilize derivative instruments
  in the management of foreign exchange, commodity price, or interest rate market
  risks.

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 29, 2008

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.

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 nine month period ended February
  29, 2008 and for the period April 11, 2006 (date of inception) through February
  29, 2008 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 $100,000 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.
  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 quarter ended February 29, 2008.
  As of February 29, 2008, 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.

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 29, 2008

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 February 29, 2008.

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.

Recently issued accounting pronouncements

In September, 2006, the FASB issued SFAS No. 157, Fair
  Value Measurements . This statement clarifies the definition of fair
  value, establishes a framework for measuring fair value and expands the disclosures
  on fair value measurements. SFAS No. 157 is effective for fiscal years beginning
  after November 15, 2007. Management has not determined the effect, if any, the
  adoption of this statement will have on the Companys financial statements.

In September, 2006, the FASB issued SFAS No. 158, "Employers'
  Accounting for Defined Benefit Pension and Other Postretirement PlansAn amendment of FASB Statements Nos. 87, 88, 106, and 132(R)." One objective
  of this standard is to make it easier for investors, employees, retirees and
  other parties to understand and assess an employer's financial position and
  its ability to fulfill the obligations under its benefit plans. SFAS No. 158
  requires employers to fully recognize in their financial statements the obligations
  associated with single-employer defined benefit pension plans, retiree healthcare
  plans, and other postretirement plans. SFAS No. 158 requires an employer to
  fully recognize in its statement of financial position the overfunded or underfunded
  status of a defined benefit postretirement plan (other than a multiemployer
  plan) as an asset or liability and to recognize changes in that funded status
  in the year in which the changes occur through comprehensive income. This Statement
  also requires an employer to measure the funded status of a plan as of the date
  of its year-end statement of financial position, with limited exceptions. SFAS
  No. 158 requires an entity to recognize as a component of other comprehensive
  income, net of tax, the gains or losses and prior service costs or credits that
  arise during the period but are not recognized as components of net periodic
  benefit cost pursuant to SFAS No. 87. This Statement requires an entity to disclose
  in the notes to financial statements additional information about certain effects
  on net periodic benefit cost for the next fiscal year that arise from delayed
  recognition of the gains or losses, prior service costs or credits, and transition
  asset or obligation. The company is required to initially recognize the funded
  status of a defined benefit postretirement plan and to provide the required
  disclosures for fiscal years ending after December 15, 2006. Management believes
  that this statement will not have a significant impact on the Companys
  financial statements.

In February of 2007 the FASB issued SFAS 159, The Fair
  Value Option for Financial Assets and Financial LiabilitiesIncluding an
  amendment of FASB Statement No. 115. The statement permits entities to
  choose to measure many financial instruments and certain other items at fair
  value. The objective is to improve financial reporting by providing entities
  with the opportunity to mitigate volatility in reported earnings caused by measuring
  related assets and liabilities differently without having to apply complex hedge
  accounting provisions. The statement is effective as of the beginning of an
  entitys first fiscal year that begins after November 15, 2007. The Company
  is analyzing the potential accounting treatment.

FASB Interpretation No. 48, Accounting for Uncertainty
  in Income Taxes, an interpretation of FASB Statement No.109 . Interpretation
  48 prescribes a recognition threshold and a measurement attribute for the financial
  statement recognition and measurement of a tax position taken or expected to
  be taken in a tax return. Benefits from tax positions should be recognized in
  the financial statements only when it is more likely than not that the tax

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 29, 2008

position will be sustained upon examination by the appropriate
  taxing authority that would have full knowledge of all relevant information.
  The amount of tax benefits to be recognized for a tax position that meets the
  more-likely-than-not recognition threshold is measured as the largest amount
  of benefit that is greater than fifty percent likely of being realized upon
  ultimate settlement. Tax benefits relating to tax positions that previously
  failed to meet the more-likely-than-not recognition threshold should be recognized
  in the first subsequent financial reporting period in which that threshold is
  met or certain other events have occurred. Previously recognized tax benefits
  relating to tax positions that no longer meet the more-likely-than-not recognition
  threshold should be derecognized in the first subsequent financial reporting
  period in which that threshold is no longer met. Interpretation 48 also provides
  guidance on the accounting for and disclosure of tax reserves for unrecognized
  tax benefits, interest and penalties and accounting in interim periods. Interpretation
  48 is effective for fiscal years beginning after December 15, 2006. The change
  in net assets as a result of applying this pronouncement will be a change in
  accounting principle with the cumulative effect of the change required to be
  treated as an adjustment to the opening balance of retained earnings on January
  1, 2007, except in certain cases involving uncertainties relating to income
  taxes in purchase business combinations. In such instances, the impact of the
  adoption of Interpretation 48 will result in an adjustment to goodwill. The
  adoption of this standard had no material impact on the Companys financial
  statements.

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.

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 February 29, 2008 
                 
  No shares were issued during this period.

Note 5  Related party transactions

As of February 29, 2008, the amount due to a related party consists
  of a $13,000 advance from the Companys officer and director. The balance
  is non-interest bearing, unsecured and has no fixed terms of repayment.

Note 6  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 August 31, 2010, the sum of $21,500 per annum, as prepayment
  of the net smelter royalty.

Note 7  Income taxes

The Company has losses carried forward for income tax purposes.
  There are no current or deferred income tax expenses for the year ended May
  31, 2007, or for the period April 11, 2006 (date of inception) to February 29,
  2008 due to the Companys loss position. The Company has fully reserved
  for any benefits of these losses. Realization of the future tax benefits related
  to the deferred tax assets is dependent on the Companys ability to generate
  taxable income within the net operating loss carryforward period.

---

2

Item 2. Managements Discussion and Analysis or Plan of
Operation.

Cautionary Statement Regarding Forward-Looking
Statements

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

In some cases, you can also identify forward-looking statements
by terminology such as may, will, should, plans, predicts, potential
or continue or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors", 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.

General Information

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

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 company. There is no assurance
that commercially viable mineral deposits exist on the claim that we have under
option. Further exploration will be required before a final evaluation as to the
economic and legal feasibility of the claim 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. The development of a mineral
      deposit can onlybe made after a commercially viable mineral
      deposit, a reserve, has been appropriately 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   | The prospecting, trenching, mapping, sampling,
      geochemistry, geophysics, diamond drilling and other work involved in
      searching for mineral bodies.                                                                                                                                                                                                             

---

3

| | Geochemistry    | Broadly defined as all parts of geology that involve
      chemical changes or narrowly defined as the distribution of the elements
      in the earths crust; the distribution and migration of the individual
      elements in the various parts of the earth.                                                                 
| | --------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                 |                                                                                                                                                                                                                                                                                                                                    
| | Geology         | The science that deals with the history of the earth and
      its life especially as recorded in the rocks; a chronological account of
      the events in the earths history.                                                                                                                                                   
| |                 |                                                                                                                                                                                                                                                                                                                                    
| | Geophysics      | The science of the earth with respect to its structure,
      components and development.                                                                                                                                                                                                                                          
| |                 |                                                                                                                                                                                                                                                                                                                                    
| | Mineral         | A naturally occurring inorganic element or compound
      having an orderly internal structure and characteristic chemical
      composition, crystal form and 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.

Foreign Currency and Exchange Rates

Dollar costs of Cavaliers property acquisition and planned
exploration costs are in Canadian Dollars. For purposes of consistency and to
express United States Dollars throughout this report, Canadian Dollars have been
converted into United States currency at the rate of US $1.00 being
approximately equal to CA $1.00 or CA $1.00 being approximately equal to US
$1.00 which is the approximate average exchange rate during recent months and
which is consistent with the incorporated financial statements.

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL
  CONDITION OF THE CORPORATION FOR THE PERIOD ENDING FEBRUARY 29, 2008 SHOULD
  BE READ IN CONJUNCTION WITH THE CORPORATIONS CONSOLIDATED FINANCIAL STATEMENTS,
  INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-Q.

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 174 Gulf
Road, No. 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.

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 in accordance with the
terms of the agreement, as follows:

| | 1. | Theron must incur exploration expenditures on the claims
      of a minimum of $20,000, by November 30, 2008;
| | -- | -------------------------------------------------------------------------------------------------------------

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4

| | 2. | Theron must incur exploration expenditures on the claims
      of a further $40,000, for an aggregate minimum exploration expense of
      $60,000, by November 30, 2009; and  
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3. | Upon exercise of the option, Theron is required to pay to
      Livgard, commencing May 31, 2010, the sum of $25,000 per annum, as
      prepayment of the net smelter royalty.

If the results of phase I are unfavourable, we will terminate
the option agreement and will not be obligated to make any subsequent payments.
Similarly, if the results of phase II are unfavourable, we will terminate the
option and will not be obligated to make any subsequent payments.

To date we have not performed any work on the claims nor have
we spent any money on research and development activities. Information about the
claims was presented to Mr. Satchwell for review without any contractual
obligations.

The claims are unencumbered and there are no competitive
conditions which affect the claims. Further, there is no insurance covering the
claims. We believe that no insurance is necessary since the claims are
unimproved and contain no buildings or improvements.

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

Claim Name
    Tenure
    Recording Date
    Expiry Date
    SizeNumber
    
    
    (acres)George 1
    5315747
    Sept. 09, 2005
    Sept. 09, 2008
    418George 2
    531575
    Sept. 09, 2005
    Sept. 09, 2008
    418George 3
    531576
    Sept. 09, 2005
    Sept. 09, 2008
    418George 4
    531550
    Sept. 09, 2005
    Sept. 09, 2008
    314George 5
    531171
    Jan. 24, 2006
    Jan. 24, 2009
    63George 6
    532308
    Feb. 19, 2007
    Feb. 19, 2009
    146


To keep the claims in good standing, such that they do not
expire on the date indicated in the preceding, we must begin exploration before
September 09, 2008 or pay $17,770 to prevent the claims from reverting to the
Crown.

Livgard holds the rights to the claims which thereby gives him
or his designated agent, the right to mine and recover all of the metals
contained within the surface boundaries of the lease continued vertically
downward. In the event he were to grant another deed which is subsequently
registered prior to our deed, the third party would obtain good title and we
would have nothing.

Theron is an exploration stage corporation. There is no
assurance that a commercially viable deposit exists on the mineral claims that
we have under option. Further exploration will be required before an evaluation
as to the economic and legal feasibility of the claims is determined. We have a
specific business plan to complete phase I of our exploration program and a
specific timetable and have no intention of entering into a merger or
acquisition within the next twelve months.

Our Proposed Exploration Program  Plan of Operation

Our business plan is to proceed with the initial exploration of
the George property to determine if there are commercially exploitable deposits
of gold and silver. We plan a two-phase exploration program to properly evaluate
the potential of the claims. We must conduct exploration to determine if gold
exists on the claims and if any is found it can be economically extracted and
profitably processed. Mr. Egil Livgard, P. Eng., authored the Technical Report
On The George Claims Group, dated January 29, 2007, in which he recommends a
two-phase exploration program to properly evaluate the potential of the
claims.

We do not claim to have any ores or reserves whatsoever at this
time on our optioned property.

Livgard has granted an option to Theron to allow us to explore,
mine and recover any metals on the claims. If Livgard were to grant an option to
another party, that party would be able to enter the claims, carry out

---

5

certain work commitments and earn right and title to the
claims; we would have little recourse as we would be harmed, would not own any
claims and would have to cease operations. However, Livgard would be liable to
us for monetary damages for breach of the option agreement. The extent of that
liability would be for our out of pocket costs for expenditures on the claims,
if any, in addition to any lost opportunity costs if the claims proved to be of
value in the future. The option agreement does not specifically reference these
risks or the recourse provided. Although we would have recourse against Livgard
in the situations described, there is a question as to whether that recourse
would have specific value.

Physiography, Location and Access

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

Previous Work

No previous work has been performed on the property by Theron.

Our business plan is to proceed with the initial exploration of
the George claims to determine if there are commercially exploitable deposits of
gold and silver Mr. Egil Livgard, P. Eng., authored the Technical Report On The
George Claims Group, dated January 29, 2007, in which he recommends a two-phase
exploration program to properly evaluate the potential of the claims. Mr.
Livgard is a registered Professional Engineer in good standing in the
Association of Professional Engineers and Geoscientists of B.C. and the
Geological Association of Canada. He is a graduate of the University of British
Columbia, (B.Sc., 1960). He has practiced his profession as an exploration
geologist for more than 46 years.

It is our intention to retain the services of Mr. Livgard prior
to commencement of work on the claims to complete the first phase of the work
program. It is our intention to carry out the work during the summer of 2008,
predicated on completion of the offering described in our registration statement
dated October 04, 2007. We will assess the results of this program upon receipt
of Mr. Livgards report. The cost estimates for this and other phases of the
work program are based on Mr. Livgards recommendations and reflect local costs
for this type of work.

Phase 1 will begin by establishing a base line grid with
25-meter stations and cross lines run every 50 meters for 100 meters each side
of the baseline. We will then relate 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 and silver. We will then
compare the relative concentrations of gold, silver, lead and other indicator
metals in samples so the results from different samples can be compared in a
more precise manner and plotted on a map to evaluate their significance. These
surveys will require up to three weeks for the base work and an additional three
to four months for analysis, evaluation of the results of the work and the
preparation of a report on the work accomplished.

Previously run magnetometer and VLF-EM (very low frequency
electromagnetic) surveys will be used as an aid to mapping and structural
interpretation and may assist in locating gold and serve to assist in the
delineation of the various physical properties of the rock which can be used as
pointers towards whether gold may be present or not. Anomalies will be closely
evaluated to help in determining the economic potential, if any, of the project.

Phase I may require up to three weeks for the base work and an
additional three to four months for analysis, evaluation of the work completed
and the preparation of a report and will bear an estimated total cost of
$20,000. Costs for phase I are made up of wages, fees, grid materials,
transportation, geological and geochemical supplies, assaying, camp equipment
and operation costs. It is our intention to carry the work out in 2008,
predicated on completion of the offering described in this registration
statement. We will assess the results of this program upon receipt of an
appropriate engineering or geological report.

---

6

Our plan of operation for the period through May 31, 2009 is:

Prior to the commencement of phase I of
the work program, Theron will maintain its business and will remain compliant
with regulatory requirements but will not advance its business plan until the
sale of shares contemplated by this registration statement is completed. At that
time we will engage our consulting engineer in preparation for the commencement
of phase I. If our time estimate proves to be conservative, the following
timeline will be advanced accordingly.

Commencing no later than September 09,
2008, phase I of the work program will establish a grid, complete general
prospecting and geological mapping of the property as well as provide a report
on the work accomplished with specific recommendations for the future at a total
cost of $20,000:

Five Days  establishment of a grid
across the property with crosslines being set up every 50 metres and
intersecting crosslines marked at each 25 metre point.

Four Days  the intersecting crosslines
established by the grid will become base reference points at which rock and soil
samples will be taken; each of the samples will be analyzed for specific metals
and their geological characteristics identified and recorded.

Five Days  the entire property will
also be searched for outcroppings, trenches or areas that may indicate further
exploration is warranted in a later phase.

Weeks 3 through 12  the various
samples will be sent to a lab for analysis of their chemical makeup.

Weeks 13 through 16  once all the
sample information is available, a professional geologist or engineer will
require at least one month to correlate the information and write a report
either recommending that further work is warranted on the claims or that the
property cannot have any further value added by doing additional exploration in
which case he would recommend abandonment of the claims. The cost of the report
and his supervision during the physical work on the claims will be approximately
$3,400.

February 1, to April 30, 2009  we
expect to have the report on phase I of the exploration program in hand by mid
January, 2009 and will then be in a position to determine what the next step
will be in the development of our business plan. If the report is favourable and
advises that we proceed to phase II of the exploration program, we will then
have to determine how we can raise the funds required for the second phase which
are currently estimated at $40,000. If the report advises abandoning the claims
as having little or no value, we will terminate the option and cease
functioning. Various options will be reviewed as to funding  public financing,
private funding, loans or possible joint venture opportunities. Each will have
to be evaluated for merit, cost and the most favourable basis for Theron and its
shareholders. This process will require from four to eight weeks to complete.

May 01 to July 31, 2009  if the report
is favourable, we will spend this time working on the effort to raising the
funds necessary to carry out phase II. This period may carry on into fiscal 2009
- 2010 depending on the availability of funds and the methods needed to complete
the financing. For example, if a registration statement is required, it may take
more than three months to complete the offering.

Phase II will not be carried out until 2009 and will be
contingent upon favourable results from phase I and specific recommendations of
a professional engineer or geologist based on those results. Favourable results
would mean that an engineer, geologist or other recognized professional has
stated that there is a strong likelihood of value being added to the claims by
completing the next phase of exploration, makes a formal written recommendation
that we proceed to the next phase of exploration, a resolution is approved by
the Board of Directors indicating such work should proceed and that it is
feasible to finance the next phase of the exploration. Phase II will be directed
towards trenching selected areas and may require up to three

---

7

weeks work; costs will be approximately $40,000 comprised of
wages, fees, camp, trenching, assays and related. The cost estimate is based on
local costs for the specified type of work. A further three to four months may
be required for analysis, evaluation of the work accomplished and the
preparation of a report.

Employees

Initially, we intend to use the services of subcontractors for
manual labour exploration work on our claims and an engineer or geologist to
manage the exploration program. Our only employee will be Jerry R. Satchwell our
senior officer and director.

At present, we have no employees, other than Mr. Satchwell; he
does not have an employment agreement with us. We presently do not have pension,
health, annuity, insurance, stock options, profit sharing or similar benefit
plans; however, we may adopt such plans in the future. There are presently no
personal benefits available to employees.

We intend to hire geologists, engineers and excavation
subcontractors on an as needed basis. We have not entered into negotiations or
contracts with any of them although it is our intention to retain Mr. Egil
Livgard as our geological consultant. We do not intend to initiate negotiations
or hire anyone until we receive proceeds from our initial public offering.

Offices

Our offices are located at 174 Gulf Road, No. 34, Point
Roberts, Washington 98281. Currently, these facilities are provided to us by
Jerry R. Satchwell, a director and our President, without charge, but such
arrangement may be cancelled at anytime without notice. As our business
activities continue, we anticipate that we will be required to pay a pro rata
share of the rent incurred for the facilities that we occupy. Specific direct
expenses incurred such as telephone and secretarial services are charged back to
Theron at cost on a quarterly basis.

Risks

At present we do not know whether or not the claims contain
commercially exploitable reserves of gold or any other valuable mineral.
Additionally, the proposed expenditures to be made by us in the exploration of
the claim may not result in the discovery of commercial quantities of ore.
Problems such as unusual or unexpected formations and other unanticipated
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. In such a case, we would be unable to complete our business
plan and would either have to temporarily suspend operations until sufficient
capital can be secure or cease operations entirely.

Following the completion of our SB-2 registration statement
offering, we will have sufficient financial resources to complete the first
phase of our proposed exploration plan. However, in order to complete future
phases of our proposed exploration program we will need to raise additional
funding. Even if the first phase of our exploration program is deemed to be
successful there is no guarantee that we will be able to raise any additional
capital in order to finance the second or third phases. Should we be unable to
raise additional funding to complete the second and third phases of our
exploration plan, we would have to cease operations.

Finally, even if our exploration program is successful we may
not be able to obtain commercial production. If our exploration is successful
and commercial quantities of ore are discovered we will require a significant
amount of additional funds to place the claim into commercial production. Should
we be unable to raise the additional funds required, we would be unable to see
the claim evolve into an operating mine and would have to cease operations.

---

8

Results of Operations

Theron was incorporated on April 11, 2006; comparative periods
for the three and nine months ended February 29, 2008, and April 11, 2006
(inception) through February 29, 2008 are presented in the following discussion.

Since inception, we have used our common stock and loans or
advances from our director to raise money for our optioned acquisition and for
corporate expenses. Net cash provided by financing activities (less offering
costs) from inception on April 11, 2006 to February 29, 2008 was $28,000 -
$15,000 as a result of proceeds received from sales of our common stock while
$13,000 has been advanced without terms of repayment by a director and officer.

The Corporation did not generate any revenues from operations
for the nine month period ended February 29, 2008. To date, we have not
generated any revenues from our mineral exploration business.

REVENUES

REVENUE  Gross revenue for the quarter and nine months ended
February 29, 2008 was $0 and $0 for the same period in the previous fiscal year.

COMMON STOCK Net cash provided by financing activities during
the quarter ended February 29, 2008 was $0 and $15,000 received for the period
from inception on April 11, 2006 through to and including February 29, 2008. $0
was received for the similar nine month period in the previous fiscal year. No
options or warrants were issued to issue shares at a later date in the most
recent quarter.

EXPENSES

Expense Item
    For the nine months ended February
      29, 2008
    For the nine months ended November
      30, 2006
    April 11, 2006 (Inception) thru
      February 29, 2008Acquisition of mineral property interest
    $    ---
    $    ---
    $    4,242Professional fees
    8,035
    ---
    13,485Communications expense
    ---
    ---
    1,189Office expenses
    140
    259
    2,324Travel and entertainment
    792
    ---
    2,301Filing fees
    1,549
    
    1,699Other services
    ---
    ---
    50TOTAL
    $10,516
    $ 259
    $25,290


SUMMARY  Total expenses for the quarter ended February 29,
2008 amounted to $2,220 while $33 was spent in the similar period ended February
28, 2007. Total expenses were $10,516 for the nine months ended February 29,
2008 and $259 for the nine months ended November 30, 2006. A total of $25,290 in
expenses has been incurred since inception on April 11, 2006 through February
29, 2008. The costs can be subdivided into the following categories.

CONTRIBUTED EXPENSES: No contributed expenses were incurred for
the quarter ended February 29, 2008 while $0 was incurred in the similar period
ended February 28, 2007. $0 in contributed expenses (for contributed
administrative costs) were incurred for the nine months ended February 29, 2008
and $0 was incurred in the same period last year. $50 was incurred in the period
from inception on April 11, 2006 to February 29, 2008. All contributed expenses
are reported as contributed costs with a corresponding credit to additional
paid-in capital.

PROFESSIONAL FEES: $2,035 in professional fees were incurred
for the quarter ended February 29, 2008 while $0 was spent in the similar period
ended February 28, 2007. Theron incurred $8,035 in

---

9

professional fees for the nine months ended on February 29,
2008 and $0 for the similar period in the previous fiscal year. From inception
to April 11, 2006, we have incurred a total of $13,486 in professional fees
mainly spent on legal and accounting matters. This cost category will have
frequent swings in spending depending on the legal and accounting activities of
the Corporation.

COMPENSATION: No compensation costs were incurred for the three
or nine month periods ended February 29, 2008 or the similar periods ended
November 30, 2006 and no direct compensation costs have been incurred since
inception.

OFFICE EXPENSES: $35 were expended on the office for the
quarter ended February 29, 2008 while $33 was spent in the similar period ended
February 28, 2007. $140 in office costs were incurred in the most recent nine
month period which ended on February 29, 2008 and $259 was incurred in the
similar period last year. For the period April 11, 2006 (inception) through
February 29, 2008 a total of $2,323 has been spent on office related expenses.

TRAVEL, ENTERTAINMENT AND MEAL EXPENSES: No travel,
entertainment or meal expenses were incurred for the quarter or nine months
ended February 29, 2008. $792 in travel, entertainment and meal costs were
incurred in the most recent nine month period ended on February 29, 2008 while
$0 was incurred in the similar period last year. For the period April 11, 2006
(inception) through February 29, 2008 a total of $2,301 has been spent on travel
entertainment and meal expenses.

COMMUNICATIONS EXPENSES: $0 in communications costs were
incurred in the most recent three and nine month periods which ended on February
29, 2008 or for the similar periods ended November 30, 2006. For the period
April 11, 2006 (inception) through February 29, 2008 a total of $1,189 has been
spent on communication costs related to establishing our business.

FILING FEES: $150 in filing fees was incurred for the quarter
ended February 29, 2008 and $33 was spent in the similar period ended February
28, 2007. $1,549 in filing fee costs were incurred in the nine month period
under review while $0 was incurred for the similar period in the previous fiscal
year. For the period April 11, 2006 (inception) through February 29, 2008,
Theron has spent a total of $1,699 on filing and related fees.

MINERAL PROPERTY ACQUISITION COSTS: No mineral property
acquisition costs were incurred in the current periods under review or the
similar periods last year. For the period April 11, 2006 (inception) through
February 29, 2008, Theron has spent a total of $4,242 on mineral property
acquisition expenses.

OTHER GENERAL AND ADMINISTRATIVE COSTS: No other costs have
been expensed for the quarter ended February 29, 2008 or for the similar period
ended February 28, 2007. $0 in other costs were incurred in the current nine
month period under review and none were incurred in the similar period last
year. For the period April 11, 2006 (inception) through February 29, 2008,
Theron has spent a total of $50 on other or miscellaneous expenses or services

NET CASH USED IN OPERATING ACTIVITIES: For the nine month
period ended on February 29, 2008, $14,516 in net cash was used. A total of
$24,462 in net cash has been used for the period from Inception on April 11,
2006 to February 29, 2008.

INCOME TAX PROVISION: As a result of operating losses, there
has been no provision for the payment of income taxes to date in 2007 or from
the date of inception.

During the current quarter under review, Theron did not sell
any shares of its common stock. As of the date of this report Theron has
6,900,000 common shares issued and outstanding.

Theron continues to carefully control its expenses and overall
costs as it moves forward with the development of its business plan. Theron does
not have any employees and engages personnel through outside consulting
contracts or agreements or other such arrangements, including for legal,
accounting and technical consultants.

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10

Plan of Operation

Theron believes we can satisfy our cash requirements for the
current fiscal year end of May 31, 2008 with available cash on hand and the
proceeds of our SB-2 offering which is expected to raise between $50,000 and
$100,000. As of February 29, 2008, we had a deficit of $10,462 in unallocated
working capital.

For the balance of the current fiscal year to May 31, 2008 we
will concentrate our efforts on completing our initial public offering as
described in the SB-2 registration statement dated October 4, 2007 and then
commencing the phase I work program on our optioned mineral property. Following
industry trends and demands, we are also considering the acquisition of other
properties of merit. In either situation, a new public offering might be needed
and completed during a subsequent period.

If it turns out that we have not raised enough money to
complete our secondary exploration program through phase II, we will try to
raise the funds from a second public offering, a private placement, loans or the
establishment of a joint venture whereby a third party would pay the costs
associated with phase II and we would retain a carried interest. At the present
time, we have not made any plans to raise additional funds and there is no
assurance that we would be able to raise money in the future.

We do not expect any changes or more hiring of employees since
contracts are given on an as needed basis to consultants and sub-contractor
specialists in specific fields of expertise for the exploration works.

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 2007  2008. Management projects that
we may require a total of $100,000 to $150,000 to fund our ongoing operating
expenses and working capital requirements for the next twelve months, broken
down as follows:

Operating expenses
    $35,000Phase I
      exploration program
    20,000Phase II
      exploration program
    40,000Working Capital
    45,000Total
    $140,000


As at February 29, 2008, we had a working capital deficit of
$10,462. We do not anticipate that we will be able to satisfy any of these
funding requirements internally until we significantly increase our 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, 2007, 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 as the continuation of 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 our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further
funds required for our continued operations. We are pursuing various financing
alternatives to meet immediate and long-term financial requirements. 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.

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11

Liquidity and Capital Resources

As of end of the last quarter on February 29, 2008, we have yet
to generate any revenues from our business operations.

Since inception, we have used our common stock and loans or
advances from our officers and directors to raise money for our optioned
acquisition and for corporate expenses. Net cash provided by financing
activities from inception on April 11, 2006 to February 29, 2008 was $28,000 as
a result of gross proceeds received from sales of our common stock of $15,000
(less offering costs) and a $13,000 advance from our officer and director. We
issued 6,000,000 shares of common stock through a Section 4(2) offering in
October, 2006 for cash consideration of $6,000. We issued 900,000 shares of
common stock through a Regulation S / 504D offering in November, 2006 for cash
consideration of $9,000 to a total of 4 placees.

As of February 29, 2008, our total assets which consist
entirely of cash and prepaid expenses amounted to $4,538 and our total
liabilities were $13,000. Working capital stood at negative $10,462.

For the nine months ended February 29, 2008, the net loss was
$10,516 ($0.002 per share). The loss per share was based on a weighted average
of 6,900,000 common shares outstanding. The net loss from Inception to February
29, 2008 is $25,290.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
February 29, 2008. Inflation is moderately higher than it was during 2007 but
the actual rate of inflation is not material and is not considered a factor in
our contemplated capital expenditure program.

Item 3. Controls and Procedures

A. Disclosure

Our principal executive and financial officer has, as of the
date of this report, evaluated the effectiveness of our disclosure controls and
procedures and has concluded that our procedures and controls are effective.
There have been no changes in the our internal controls or in other factors that
could affect these controls, including any corrective actions with regard to
deficiencies and material weaknesses.

B. Internal Control over Financial Reporting

Our certifying officers (principal executive and financial
officer)are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14). Our Chief
Executive Officer and Chief Financial Officer have:

| | a) | designed a framework to evaluate the effectiveness of our
      internal control over our financial reporting as required by paragraph (c)
      of Rule 13a-15 or Rule 15d-15 through the use of ongoing review and checks
      and balances for all transactions and decisions; we have designed
      disclosure controls and procedures to ensure that material information
      relating to our affairs, including our consolidated subsidiaries, is made
      known to us by others within those entities, particularly during the
      period in which this quarterly report is being prepared;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | evaluated the effectiveness of our disclosure controls
      and procedures as of the filing date of this quarterly report (the
      "Evaluation Date"); and                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | c) | presented in this quarterly report our conclusions about
      the effectiveness of the disclosure controls and procedures based on our
      evaluation as of the Evaluation Date; and                                                                                                                                                                                                                                                                                                                                                                                                                   

There have been no changes in the our internal controls or in
  other factors that could affect these controls including any corrective actions
  with regard to deficiencies and material weaknesses.

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12

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

The Corporation is and has not been party to any legal
proceedings in the preceeding quarter.

Item 2. Changes in Securities

Theron had 6,900,000 shares of common stock issued and
outstanding as of February 29, 2008 and as of July 7, 2008. Of these shares,
approximately 6,000,000 shares are held by an affiliate of the Corporation; some
of those shares can be resold in compliance with the limitations of Rule 144 as
adopted by the Securities Act of 1933, as amended (the Securities Act).

In general, under Rule 144, a person who has beneficially owned
shares privately acquired directly or indirectly from us or from one of our
affiliates, for at least one year, or who is an affiliate, is entitled to sell,
within any three-month period, a number of shares that do not exceed the greater
of 1% of the then outstanding shares or the average weekly trading volume in our
shares during the four calendar weeks immediately preceding such sale. Sales
under Rule 144 are also subject to certain manner of sale provisions, notice
requirements and the availability of current public information about us. A
person who is not deemed to have been an affiliate at any time during the 90
days preceding the sale, and who has beneficially owned restricted shares for at
least two years, is entitled to sell all such shares under Rule 144 without
regard to the volume limitations, current public information requirements,
manner of sale provisions or notice requirements.

The issuances discussed under this section are exempted from
registration under Rule 903 of Regulation S or Rule 504D of regulation D or
Section 4(2) of the Securities Act, as provided. All purchasers of our
securities acquired the shares for investment purposes only and all stock
certificates reflect the appropriate legends as appropriate. No underwriters
were involved in connection with the sale of securities referred to in this
report.

Item 4. Submission of Matters to a Vote of Security Holders

No matter has been submitted to a vote of security holders
during the preceeding quarter.

Item 5. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on
April 11, 2006 to February 29, 2008 was $28,000 as a result of proceeds received
from sales of our common stock and advances made by our officer and director.
During that same period, the following indicates how the proceeds have been
spent to date:

Acquisition of
      Mineral Property Interest
    $ 4,242Professional Fees
    13,486Communications
      Expenses
    1,189Office Expenses
    2,323Travel,
      Entertainment and Meals
    2,301Filing Fees
    1,699Other Costs and
      Services
    0Total Use of Proceeds to February 29, 2008
    $25,240


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13

Common Stock

During the three month period ended February 29, 2008, no
shares of common stock were issued. As of February 29, 2008 and July 7, 2008
there were 6,900,000 shares issued and outstanding.

Options

No options were granted during the three-month period ending
February 29, 2008.

Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K filed during the quarter ended February 29,
2008: NONE

Exhibits

|31.1 | Certification of Chief Executive
        Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                   
|31.2 | Certification of Chief Financial
        Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002.
|     |                                                                                                                                                                   
|32.1 | Certification of 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 | Certification of Chief Financial
        Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Theron Resource Group (Registrant)

Date: July 7, 2008

BY: /s/ Jerry R. Satchwell

Jerry R. Satchwell, President, Chief
Executive Officer, Principal Executive Officer,
                              
Secretary, Treasurer, Chief Financial Officer, Principal
Financial                               
Officer and a Member of the Board of Directors

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