---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (the Exchange Act)

For the quarterly period ended FEBRUARY 28, 2010

[ ] 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, 1596 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 has submitted
electronically and posted on its corporate Web site, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). 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: 7,900,000 shares
of Common Stock as of the date of this periodic report.

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 28, 2010             

|                                                                                                                                                                        |   | Nine Months       |   |  | Nine Months       |   |   |              |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------------- | - |  | ----------------- | - | - | ------------ | -
|                                                                                                                                                                        |   | ended             |   |  | ended             |   |   |              |  
|                                                                                                                                                                        |   | February 28, 2010 |   |  | February 28, 2009 |   |   | May 31, 2008 |  
|                                                                                                                                                                        |   | (Unaudited)       |   |  | (Unaudited)       |   |   | (Audited)    |  
|Assets                                                                                                                                                                  |   |                   |   |  |                   |   |   |              |  
|                                                                                                                                                                        |   |                   |   |  |                   |   |   |              |  
|Current assets                                                                                                                                                          |   |                   |   |  |                   |   |   |              |  
|Cash and cash
      equivalents                                                                                                                                         | $ | 2,258             |   |  | 908               |   | $ | 405          |  
|Accounts Receivable                                                                                                                                                     |   | 415               |   |  | 0                 |   |   | 0            |  
|Prepaid expenses                                                                                                                                                        |   |                   |   |  | 0                 |   |   | 0            |  
|                                                                                                                                                                        |   |                   |   |  |                   |   |   |              |  
|Total Assets                                                                                                                                                            |   | 2,673             |   |  | 908               |   |   | 405          |  
|                                                                                                                                                                        |   |                   |   |  |                   |   |   |              |  
|Liabilities and Stockholders'
      Equity                                                                                                                              |   |                   |   |  |                   |   |   |              |  
|                                                                                                                                                                        |   |                   |   |  |                   |   |   |              |  
|Current liabilities                                                                                                                                                     |   |                   |   |  |                   |   |   |              |  
|Accounts Payable and accrued
      liabilities                                                                                                                          |   | 1,200             |   |  | 175               |   |   | 3,350        |  
|Due to related party                                                                                                                                                    |   | 16,000            |   |  | 0                 |   |   | 1,000        |  
|                                                                                                                                                                        |   |                   |   |  |                   |   |   |              |  
|Total liabilities                                                                                                                                                       |   | 17,200            |   |  | 175               |   |   | 4,350        |  
|                                                                                                                                                                        |   |                   |   |  |                   |   |   |              |  
|Common Stock subject to Rescission (Note 5)                                                                                                                             |   | 0                 |   |  | 50,000            |   |   | 0            |  
|                                                                                                                                                                        |   |                   |   |  |                   |   |   |              |  
|                                                                                                                                                                        |   |                   |   |  |                   |   |   |              |  
|Stockholders' equity                                                                                                                                                    |   |                   |   |  |                   |   |   |              |  
|Common stock,
      500,000,000 shares authorized, 
                par value
      $0.001, of which 7,900,000 shares are 
                issued and
      outstanding |   | 7,900             |   |  | 6,900             |   |   | 7,900        |  
|Additional paid-in capital                                                                                                                                              |   | 57,150            |   |  | 8,150             |   |   | 57,150       |  
|Other comprehensive
      loss                                                                                                                                          |   | (222              | ) |  | (222              | ) |   | (222         | )
|Deficit accumulated during the
      exploration stage                                                                                                                  |   | (79,355           | ) |  | (64,095           | ) |   | (68,773      | )
|Total stockholders' equity                                                                                                                                              |   | (14,527           | ) |  | (49,267           | ) |   | (3,945       | )
|                                                                                                                                                                        |   |                   |   |  |                   |   |   |              |  
|Total liabilities and stockholders' equity                                                                                                                              | $ | 2,673             |   |  | 908               |   | $ | 405          |  

See accompanying notes to financial statements

F-1

---

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

For the periodThree months
      
      
      Three months
      
      
      Nine Months
      
      
      Nine Months
      
      
      April 11, 2006ended
      
      
      ended
      
      
      ended
      
      
      ended
      
      
      (date of inception)February 28,
      
      
      February 28,
      
      
      February 28,
      
      
      February 28,
      
      
      through2010
      
      
      2009
      
      
      2010
      
      
      2009
      
      
      February 28, 2010Revenues
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -ExpensesAcquisition of mineral property interest
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      4,242Mineral property exploration
      
      -
      
      
      -
      
      
      -
      
      
      20,082
      
      
      20,082Loss on foreign exchange
      
      3
      
      
      3
      
      
      4
      
      
      82
      
      
      94Professional fees
      
      1,297
      
      
      200
      
      
      3,454
      
      
      2,210
      
      
      28,180Communications expense
      
      -
      
      
      -
      
      
      -
      
      
      1,290
      
      
      3,246Office expenses
      
      227
      
      
      40
      
      
      325
      
      
      1,307
      
      
      5,228Travel and entertainment
      
      945
      
      
      -
      
      
      945
      
      
      2,460
      
      
      6,046Transfer egent expense
      
      -
      
      
      -
      
      
      4,000
      
      
      -
      
      
      4,000Filing fees
      
      709
      
      
      1,382
      
      
      1,853
      
      
      3,725
      
      
      8,187Other services
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      50Total expenses
      
      3,181
      
      
      1,625
      
      
      10,581
      
      
      31,156
      
      
      79,355Net loss
      $
      (3,181
      )
      
      (1,625
      )
      
      (10,581
      )
      
      (31,156
      )
      
      (79,355
      )Basic and diluted loss per common share
      $
      (0.000
      )
      $
      (0.000
      )
      $
      (0.001 )
      
      $
      (0.005
      )
      $Weighted average number of common shares
        used in per share calculations
      
      7,900,000
      
      
      6,900,000
      
      
      7,900,000
      
      
      6,900,000


See accompanying notes to financial statements

F-2

---

|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 for cash
      
      6,900,000
      
      
      6,900
      
      
      8,100
      
      
      -
      
      
      -
      
      
      15,000Contributed services
      
      -
      
      
      -
      
      
      50
      
      
      -
      
      
      -
      
      
      50Currency exchange loss
      
      -
      
      
      -
      
      
      -
      
      
      (222
      )
      
      -
      
      
      (222
      )Net loss for the period April 11, 2006
        (inception) to May 31, 2007
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (14,774
      )
      
      (14,774
      )BALANCE,MAY31,2007
      
      6,900,000
      
      
      6,900
      
      
      8,150
      
      
      (222
      )
      
      (14,774
      )
      
      54Common shares issued for cash
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      0Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (18,165
      )
      
      (18,165
      )BALANCE,MAY31,2008
      
      6,900,000
      
      $
      6,900
      
      $
      8,150
      
      
      (222
      )
      
      (32,939
      )
      
      (18,111
      )Common shares issued for cash
      
      1,000,000
      
      
      1,000
      
      
      49,000
      
      
      -
      
      
      -
      
      
      50,000Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (35,834
      )
      
      (35,834
      )Balance,May31,2009
      
      7,900,000
      
      $
      7,900
      
      $
      57,150
      
      
      (222
      )
      $
      (68,773
      )
      $
      (3,945
      )Net Loss for the nine months ended February
        28, 2010
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (10,581
      )
      
      (10,581
      )BALANCE,FEBRUARY28,2010
      
      7,900,000
      
      
      7,900
      
      
      57,150
      
      
      (222
      )
      
      (79,354
      )
      
      (14,527
      )


See accompanying  notes to financial
   statements

F-3

---

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

|                                                                                        |   |              |   |   |              |   |   | For the period      |  
|--------------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------------- | -
|                                                                                        |   | Nine Months  |   |   | Nine Months  |   |   | April 11, 2006      |  
|                                                                                        |   | ended        |   |   | ended        |   |   | (date of inception) |  
|                                                                                        |   | February 28, |   |   | February 28, |   |   | through             |  
|                                                                                        |   | 2010         |   |   | 2009         |   |   | February 28, 2010   |  
|                                                                                        |   |              |   |   |              |   |   |                     |  
|Cash flows used for operating activities                                                |   |              |   |   |              |   |   |                     |  
|Net loss                                                                                | $ | (10,581      | ) |   | (31,156      | ) |   | (79,354             | )
|Adjustments to reconcile net loss to net
      cash provided by operating activities:   |   |              |   |   |              |   |   |                     |  
|Contributed services                                                                    |   |              |   |   | 0            |   |   | 50                  |  
|Other comprehensive loss                                                                |   |              |   |   | 0            |   |   | (222                | )
|Changes in operating assets and liabilities                                             |   |              |   |   |              |   |   |                     |  
|( Increase) decrease in prepaid expenses                                                |   | 0            |   |   | 0            |   |   | 0                   |  
|Increase in accounts receivable                                                         |   | (415         | ) |   | 0            |   |   | (415                | )
|Increase (decrease)  in accounts payable & accrued liabilities                          |   | (2,150       | ) |   | (6,725       | ) |   | 1,200               |  
|                                                                                        |   |              |   |   |              |   |   |                     |  
|Cash flows used for operating activities                                                |   | (13,146      | ) |   | (37,881      | ) |   | (78,741             | )
|                                                                                        |   |              |   |   |              |   |   |                     |  
|Cash flows from financing activities                                                    |   |              |   |   |              |   |   |                     |  
|Advances (repayments) from (to) related party                                           |   | 15,000       |   |   | (13,000      | ) |   | 16,000              |  
|Proceeds from issuance of common stock, subject to rescission                           |   | 0            |   |   | 0            |   |   | 0                   |  
|Proceeds from issuance of common stock                                                  |   | 0            |   |   | 0            |   |   | 65,000              |  
|                                                                                        |   |              |   |   |              |   |   |                     |  
|Cash flows from financing activities                                                    |   | 15,000       |   |   | (13,000      | ) |   | 81,000              |  
|                                                                                        |   |              |   |   |              |   |   |                     |  
|Increase in cash and cash equivalents                                                   |   | 1,854        |   |   | (50,881      | ) |   | 2,259               |  
|                                                                                        |   |              |   |   |              |   |   |                     |  
|Cash and cash equivalents - Beginning of period                                         |   | 405          |   |   | 51,789       |   |   |                     |  
|                                                                                        |   |              |   |   |              |   |   |                     |  
|Cash and cash equivalents - End of period                                               | $ | 2,259        |   |   | 908          |   |   | 2,259               |  
|                                                                                        |   |              |   |   |              |   |   |                     |  
|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

F-4

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|FEBRUARY 28, 2010                

Note 1  Nature of Operations

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

Theron is an exploration stage company as defined in SEC
  Industry Guide 7 and is subject to compliance with ASC (Accounting Standards
  Codification) Topic Accounting and Reporting by Development Stage
    Companies. We are devoting our resources to establishing the new business
  of which operations have not yet commenced; accordingly, no revenues have been
  earned from April 11, 2006 (date of inception), to February 28, 2010.

Note 2  Basis of Presentation and Going
  Concern

The condensed financial statements presented herein have been
  prepared by the Company in accordance with the accounting policies in its
  audited financial statements for the period April 11, 2006 (inception), through
  May 31, 2009, as filed in its Form 10-K Report dated September 8, 2009, and
  should be read in conjunction with the notes thereto. Our accounting and
  reporting policies conform to accounting principles generally accepted in the
  United States of America applicable to exploration stage enterprises.

In the opinion of management, all adjustments (consisting only
  of normal recurring adjustments) which are necessary to provide a fair
  presentation of operating results for the interim period presented have been
  made. The results of operations for the periods presented are not necessarily
  indicative of the results to be expected for the year.

Interim financial data presented herein are unaudited.

The functional currency is the United States dollar, and the
  financial statements are presented in United States dollars.

Therons financial statements at February 28, 2010, and for the
  six and nine month periods ended February 28, 2010, 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. We incurred a
  loss of $3,181 for the three month period ended February 28, 2010 and a loss of
  $79,355 for the period from April 11, 2006 (date of inception), through February
  28, 2010. In addition, the Company has not generated any revenues and no
  revenues are anticipated until we begin removing and selling gold; there is no
  assurance that a commercially viable deposit exists on the mineral claims that
  we have under option. These conditions raise substantial doubt as to our ability
  to continue as a going concern.

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

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

F-5

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|FEBRUARY 28, 2010                

Note 3  Summary of Significant Accounting
  Policies

Cash and cash equivalents

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

Mining exploration costs

In accordance with SEC Industry Guide 7 and ASC Topic Accounting and Reporting by Development Stage Companies, we charge
  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.

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

We are 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, we are required to reclaim the mining claim after the exploration
  program is completed, including removing any garbage, fuel drums, cleaning any
  spills, and filling in any open trenches.

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

It is difficult to estimate the full costs of compliance with
  the environmental laws since the full nature and extent of our proposed
  activities cannot be determined until the Company starts operations. We will
  record a liability for the estimated costs to reclaim the mined land by
  recording charges to production costs for each unit of gold mined over the life
  of the mine. The amount to be charged will be based on managements estimate of
  reclamation costs to be incurred. The accrued liability will be reduced as
  reclamation expenditures are made. Certain reclamation work will be performed
  concurrently with mining and these expenditures are charged to operations as
incurred.

F-6

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|FEBRUARY 28, 2010                

Note 3  Summary of Significant Accounting Policies
  (continued)

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. We do not
  hold or issue financial instruments for trading purposes, nor do we utilize
  derivative instruments in the management of foreign exchange, commodity price or
  interest rate market risks.

Income taxes

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

Basic and diluted net loss per share

We compute net income (loss) per share in accordance with ASC
  Topic Earnings per Share. The basic net loss per common share is
  computed by dividing the net loss by the weighted average number of common
  shares outstanding. Diluted net loss per share gives effect to all dilutive
  potential common shares outstanding during the period using the as if
  converted basis. For the three- and nine-month periods ended February 28, 2010
  and for the period April 11, 2006 (date of inception), through February 28,
  2010, 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. We place
  our cash with high quality financial institutions and at times may exceed the
  FDIC insurance limit

Special purpose entities

Theron does not have any off-balance sheet financing
  activities.

Impairment or Disposal of Long-Lived Assets

In August 2001, ASC Topic Accounting for the Impairment or
  Disposal of Long-Lived Assetswas issued. 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.

F-7

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|FEBRUARY 28, 2010                

Note 3  Summary of Significant Accounting Policies
  (continued)

Stock Based Compensation

We account for our stock-based compensation in accordance with
  ASC Topic Share-Based Paymentand recognize in the statement of
  operations the grant-date fair value of stock options and other equity-based
  compensation issued to employees and non-employees. We did not grant any new
  employee options and no options were cancelled or exercised during the quarter
  ended February 28, 2010. As of February 28, 2010, there were no options
  outstanding.

Business segments

ASC Topic Disclosures About Segments of an Enterprise and
  Related Informationestablishes standards for the way that public companies
  report information about operating segments in annual financial statements and
  requires reporting of selected information about operating segments in interim
  financial statements issued to the public. It also establishes standards for
  disclosures regarding products and services, geographic areas and major
  customers. We have evaluated the requirements of SFAS No. 131 and determined
  that it is not applicable to our operations.

Start-up expenses

Theron adopted ASC Topic Reporting the Costs of Start-up
  Activities, which requires that costs associated with start-up activities
  be expensed as incurred. Accordingly, start-up costs associated with the
  Companys formation have been included in general and administrative expenses
  for the period from April 11, 2006 (date of inception), through February 28,
  2010.

Foreign currency translation

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

Recently issued accounting pronouncements

In June 2009, ASC Topic The FASB Accounting Standards
  Codification(TM) and the Hierarchy of Generally Accepted Accounting Principles 
  A Replacement of FASB Statement No. 162was issued. This standard
  establishes the FASB Accounting Standards Codification(TM) (the "Codification")
  as the source of authoritative accounting principles recognized by the FASB to
  be applied by nongovernmental entities in the preparation of financial
  statements in conformity with US GAAP. The Codification does not change current
  US GAAP, but is intended to simplify user access to all authoritative US GAAP by
  providing all the authoritative literature related to a particular topic in one
  place. The Codification is effective for interim and annual periods ending after
  September 15, 2009, and as of the effective date, all existing accounting
  standard documents were superseded. The Codification is effective in the second
  quarter of the year ending May 31, 2010, and accordingly, the Annual Report on
  Form 10-K for the quarter ending February 28, 2010, and all subsequent public
  filings will reference the Codification as the sole source of authoritative
  literature.

In June 2009, ASC Topic, Accounting for Transfers of
  Financial Assets  an Amendment of FASB Statement No. 140was issued. It
  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. The
  topic eliminates the concept of a qualifying special-purpose entity, changes
  the requirements for derecognizing financial assets and requires additional disclosures. The topic was 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.

F-8

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|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|FEBRUARY 28, 2010                

Note 3  Summary of Significant Accounting Policies (continued)

In June 2009, ASC Topic, Amendments to FASB interpretation No. 46(R)which modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be
  consolidated was issued. This topic clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, the entity's purpose and design and a company's ability to direct the activities of the
  entity that most significantly impact the entity's economic performance. This topic requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity and also requires additional disclosures about a
  company's involvement in variable interest entities and any significant changes in risk exposure due to that involvement. The topic was effective for fiscal years beginning after November 15, 2009. The Company has not completed its assessment of the
  impact it will have on its financial condition, results of operations or cash flows.

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

In May 2009, ASC Topic Subsequent Eventswas issued. It 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. The topic also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. The topic is effective for interim and annual periods
  ending after June 15, 2009. SFAS 165 requires that public entities evaluate subsequent events through the date that the financial statements are issued. Subsequent events were reviewed through the date the financial statements were issued. See note
  9 for events occurring subsequent to February 28, 2010.

In April 2009, ASC Topic 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was issued .This topic 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. This topic was effective beginning
  April 1, 2009. The adoption of this topic did not have a material impact on the Company's consolidated results of operations or financial condition.

In April 2009, ASC Topic Recognition and Presentation of Other-Than-Temporary Impairments was issued. This topic modifies the requirements for recognizing other-than-temporarily impaired debt securities and changes the existing
  impairment model for such securities. The topic also requires additional disclosures for both annual and interim periods with respect to both debt and equity securities. Under the topic, 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 topic 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. The topic 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 was effective April 1, 2009. The adoption of this standard did not have a material impact on our consolidated results of operations or financial condition.

F-9

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|FEBRUARY 28, 2010                

Note 3  Summary of Significant Accounting Policies (continued)

In April 2009, ASC Topic , Interim Disclosures about Fair Value of Financial Instrumentswas issued.This topic 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 topic requires certain additional disclosures regarding the methods and significant assumptions used to estimate the fair value of financial instruments.

In May 2008, ASC Topic Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60 was issued. The scope of the topic is limited to financial guarantee insurance (and reinsurance) contracts.
  The pronouncement is effective for fiscal years beginning after December 31, 2009. The Company does not believe this pronouncement will impact its financial statements.

In March 2008, ASC Topic Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133,was issued which requires additional disclosures about the objectives of the derivative instruments
  and hedging activities, the method of accounting for such instruments under this topic and its related interpretations, and a tabular disclosure of the effects of such instruments and related hedged items on our financial position, financial
  performance, and cash flows. The Company does not expect the adoption of this topic to have a material impact on the consolidated financial statements.

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

In December 2007, ASC Topic Non-controlling Interests in Consolidated Financial Statements-An Amendment of ARB No. 51was issued.The objective of this topic is to establish new accounting and reporting standards for the
  non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2009. We do not expect the adoption of this
  topic to have a material impact on our consolidated financial statements.

Recently Issued Accounting Standards

In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items
  of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated
  selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to
  determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount
of revenue recognition. This standard, for which we are currently assessing the impact, will become effective on January 1, 2011.

F-10

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|FEBRUARY 28, 2010                

Note 3  Summary of Significant Accounting Policies
  (continued)

In October 2009, the FASB issued an amendment to the accounting
  standards related to certain revenue arrangements that include software
  elements. This standard clarifies the existing accounting guidance such that
  tangible products that contain both software and non-software components that
  function together to deliver the products essential functionality, shall be
  excluded from the scope of the software revenue recognition accounting
  standards. Accordingly, sales of these products may fall within the scope of
  other revenue recognition standards or may now be within the scope of this
  standard and may require an allocation of the arrangement consideration for each
  element of the arrangement. This standard, for which the Company is currently
  assessing the impact, will become effective on January 1, 2011.

In August 2009, the FASB issued an amendment to the accounting
  standards related to the measurement of liabilities that are recognized or
  disclosed at fair value on a recurring basis. This standard clarifies how a
  company should measure the fair value of liabilities and that restrictions
  preventing the transfer of a liability should not be considered as a factor in
  the measurement of liabilities within the scope of this standard. This standard
  was effective on October 1, 2009. We do not expect the impact of its adoption to
  be material to its 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, we issued 6,000,000
  shares of common stock at a price of $0.001 per share to our founder for $6,000
  in cash.

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

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

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

During April and May, 2008, Theron
  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 our 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 SB-2
  registration statement under our mistaken assumption that the it had become
  effective through the passage of time.

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

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

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

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

F-11

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|FEBRUARY 28, 2010                

Note 4  Common stock transactions
  (continued)

Activity for the period June 1, 2009 to February 28, 2010

No shares were issued during the
  period.

Note 5  Common Stock Subject to Rescission

During April and May, 2008, Theron received $41,500 and had a
  subscription receivable in the amount of $8,500 for 1,000,000 common shares at a
  price of $0.05 per share subscribed for under the Companys SB-2. In addition,
  between December, 2007 and May, 2008, the selling shareholders as indicated in
  the SB-2 offering sold 900,000 shares to three new shareholders. All of the
  1,900,000 shares issued or resold were sold prior to the declaration of an
  effective date for our 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 were informed of
  the situation.

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

Note 6  Related party transactions

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

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

As of February 28, 2010, the amount due to a related party
  consists of a $16,000 advance from our officer and director which was provided
  for working capital purposes. The balance is non-interest bearing, unsecured and
  has no fixed terms of repayment.

Note 7  Commitments

Under the terms of the Option to Purchase and Royalty
  Agreement, Theron must incur exploration expenditures on the George claims in
  the minimum amount of $20,000 by August 31, 2008, (paid; an analysis of the work
  and engineering report are pending) and an additional $40,000 by February 28,
  2010 which has not been carried out to date due to the non-receipt of an
  engineering report. In the event that the results of the development phases are
  unfavorable, the Company will terminate the option and will not be obligated to
  make any subsequent payments. We are currently awaiting an engineering report on
  the first phase project before determining future actions. The Vendor has
  verbally agreed not to terminate the option agreement until at least 60 days
  after the receipt of the engineering report on the phase I exploration work
carried out in mid 2009.

F-12

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|FEBRUARY 28, 2010                

Note 7  Commitments (continued)

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

Note 8  Income taxes

Theron has losses carried forward for income tax purposes. There are no current or deferred income tax expenses for the period April 11, 2006, through February 28, 2010, due to our loss position and we have fully reserved for any benefits of these
  losses. Realization of the future tax benefits related to the deferred tax assets is dependent on the Companys ability to generate taxable income within the net operating loss carry-forward period.

Note 9  Subsequent Events

Subsequent to the end of the quarter under review, on April 5, 2010, the shares of the Corporation were cleared by Financial Industry Regulatory Authority (FINRA) to be quoted on the Over-the-counter Bulletin Board (OTC-BB)
  under the symbol THRO after their having been inadvertently dropped from the OTC-BB by the market maker in January, 2010.

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

F-13

---

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 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.

General Information

Our financial statements are stated in United States Dollars
(USD or 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 quarterly 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.

Foreign Currency and Exchange Rates

Dollar costs of Theron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 $1.05 or CA $1.00 being approximately equal to US
$0.96 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 THREE AND NINE MONTH PERIODS
ENDED FEBRUARY 28, 2010, SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-Q
AND IN OUR ANNUAL REPORT FILED ON FORM 10-K.

---

3

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, No. 34, Point Roberts, Washington 98281; telephone (888) 755-9766. There
have been no material reclassifications, mergers, consolidations or purchases or
sales of any significant amount of assets not in the ordinary course of business
since the date of incorporation. We are a start-up, exploration stage company
engaged in the search for gold. There is no assurance that a commercially viable
mineral deposit, a reserve, exists on 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 nine
mineral claim blocks in south-western B. C. by entering into an Option To
Purchase And Royalty Agreement with Bryan Livgard, the beneficial owner, to
acquire the claims by making certain expenditures and carrying out certain
exploration work in accordance with the terms of the agreement.

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.

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 required an additional period for
analysis, evaluation of the work completed and the preparation of a report which
we continue to await. Costs for phase I were made up of wages, fees, geological
and geochemical supplies, assaying, equipment, drilling and costs of operation.
We will assess the results of this program upon receipt of a geological report
which are currently awaiting receipt of before determining future actions. We
have been informed that there was a problem with assays which has resulted in
the assays having to be redone some months after the fact which has delayed
receipt of the report. The Vendor has verbally agreed not to terminate the
option agreement until at least 60 days after the receipt of the engineering
report.

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.

The reader of this periodic report is directed to our Form 10-K
Report for May 31, 2009, dated September 8, 2009, and our S-1 registration
statement dated April 3, 2009, for further discussion of the property, mineral
exploration in Canada, geology and other background information on the optioned
property.

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

Our business plan is to proceed with the initial exploration of
the George mineral claims to determine if there are commercially exploitable
deposits of gold and silver. We retained the services of the Egil Livgard, P.
Eng., to complete the first phase of the work program and to complete and assess
the results of the program. Upon receipt of that report we will be in a position
to review the work completed and to properly evaluate the potential of the
property and to determine if gold exists on the property and if any gold which
is found can be economically extracted & profitably processed.

The option agreement expired on May 31, 2009, but the property
owner has verbally agreed to take no action to terminate the agreement until
such time as we have been able to review the engineering report of the first
phase of the exploration program and are in a position to determine how and when
we will be able to move forward with the project. We expect imminent receipt of
the final report at which time we will have 60 days to review the report and
decide upon a course of action.

---

4

For the first phase of the exploration program 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 at least late 2010 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 reported that there is a strong likelihood of value being added to
the claims by completing the next phase of exploration and makes a formal
written recommendation that we proceed to the next phase of exploration. Phase
II will be directed towards trenching selected areas and may require up to three
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.

Employees

Initially, we intend to use the services of subcontractors for
manual labour exploration work 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.

Offices

Our offices are located at 1596 Gulf Road, No. 34, Point
Roberts, Washington 98281 and are provided to us by Jerry R. Satchwell, a
director and officer, without charge, but such arrangement may be cancelled at
anytime without notice. Specific direct expenses incurred such as telephone and
secretarial services are charged back to Theron.

Risks

At present we do not know whether 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 can be encountered in mineral exploration and often result in
unsuccessful exploration efforts. In such a case, we would be unable to complete
our business plan.

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 future phases.

The Vendor holds the mining rights to the claims which thereby
gives him or his designated agent, the rights to mine and recover all of the
minerals contained within the surface boundaries of the lease continued
vertically downward. In the event Livgard 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.

---

5

Livgard has granted an option to Theron to allow us to explore,
mine and recover any minerals on the claims. As with the preceding, 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; we would have little recourse as we would be
harmed, would not own any claims and would have to cease operations. However, in
either event, Livgard would be liable to us for monetary damages for breach of
the 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 agreement does not
specifically reference these risks or the recourse. Although we would have
recourse against the vendor in the situations described, there is a question as
to whether that recourse would have specific value.

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 additional funds we would be unable to see the claim
evolve into an operating mine.

In order to complete future phases of exploration we will need
to secure 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 future phases. Should we be unable to
raise additional funding to complete future exploration, we would have to cease
operations.

Results of Operations

Theron was incorporated on April 11, 2006; comparative periods
for the three and nine month periods ended February 28, 2010, February 28, 2009,
and April 11, 2006 (inception), through February 28, 2010, 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 28, 2010, was $81,000
($65,000 as a result of proceeds received from sales of our common stock and
$16,000 advanced without terms of repayment by a related party).

The Corporation did not generate any revenues from operations
for the quarter ended February 28, 2010. To date, we have not generated any
revenues from our mineral exploration business.

REVENUES

REVENUE  Gross revenue for the quarter and nine month periods
ended February 28, 2010,was $0 and $0 for the same periods in the previous
fiscal year.

COMMON STOCK Net cash provided by financing activities from
the issuance of common stock during the quarter ended February 28, 2010, was nil
($0) as compared to $0 (nil) received for the quarters and nine month periods
ended February 28, 2009, and $65,000 received for the period from inception on
April 11, 2006, through to and including February 28, 2010. No options or
warrants were issued to issue shares at a later date in the most recent
quarter.

|                                |   |                |  |  |                |  |  | Nine           |  |  |                |  |  |                    | 
|------------------------------- | - | -------------- |  |  | -------------- |  |  | -------------- |  |  | -------------- |  |  | ------------------ | 
|                                |   | Three months   |  |  | Three months   |  |  | months         |  |  | Nine months    |  |  | Apr 11, 2006       | 
|                                |   | ended          |  |  | ended          |  |  | ended          |  |  | ended          |  |  | (inception)        | 
|                                |   | February       |  |  | February       |  |  | February       |  |  | February       |  |  | through            | 
|                                |   | 28,
      2010 |  |  | 28,
      2009 |  |  | 28,
      2010 |  |  | 28,
      2009 |  |  | Feb.
      28 2010 | 
|Expense Item                    |   |                |  |  |                |  |  |                |  |  |                |  |  |                    | 
|Acquisition of mineral property | $ | ---            |  |  | ---            |  |  | ---            |  |  | ---            |  |  | 4,242              | 
|Mineral property exploration    |   | ---            |  |  | ---            |  |  | ---            |  |  | 20,082         |  |  | 20,082             | 
|Loss on foreign exchange        |   | 3              |  |  | 3              |  |  | 4              |  |  | 82             |  |  | 94                 | 
|Professional fees               |   | 1,297          |  |  | 200            |  |  | 3,454          |  |  | 2,210          |  |  | 28,180             | 
|Communications expense          |   | ---            |  |  | ---            |  |  | ---            |  |  | 1,290          |  |  | 3,246              | 
|Office expenses                 |   | 227            |  |  | 40             |  |  | 325            |  |  | 1,307          |  |  | 5,228              | 
|Travel and entertainment        |   | 945            |  |  | ---            |  |  | 945            |  |  | 2,460          |  |  | 6,046              | 
|Transfer agent                  |   | ---            |  |  | ---            |  |  | 4,000          |  |  | ---            |  |  | 4,000              | 
|Filing fees                     |   | 709            |  |  | 1,382          |  |  | 1,853          |  |  | 3,725          |  |  | 8,187              | 
|Other services                  |   | ---            |  |  | ---            |  |  | ---            |  |  | ---            |  |  | 50                 | 
|                                |   |                |  |  |                |  |  |                |  |  |                |  |  |                    | 
|Total expenses                  |   | 3,181          |  |  | 1,625          |  |  | 10,581         |  |  | 31,156         |  |  | 79,355             | 

---

6

SUMMARY  Total expenses for the quarter ended February 28,
2010, amounted to $3,181 while $1,625 was spent in the similar period ended
February 28, 2009. For the nine month periods ended February 28, 2010, and
February 28, 2009, the comparative values were $10,581 and $31,156 respectively.
A total of $79,355 in expenses has been incurred since inception on April 11,
2006, through February 28, 2010. The costs can be subdivided into the following
categories which have and will vary from quarter to quarter based on the level
of corporate activity, exploration and results and capital raising. During the
same nine month period last year we commenced the phase I exploration program,
even though it was not completed until this year, and no such costs were
incurred this year which left Theron relatively inactive while we awaited the
receipt of the phase I engineering report.

CONTRIBUTED EXPENSES: No contributed expenses were incurred for
the quarters or nine month periods ended February 28, 2010, or February 28,
2009. A total of $50 has been expensed in the period from inception on April 11,
2006, to February 28, 2010. All contributed expenses are reported as contributed
costs with a corresponding credit to additional paid-in capital.

PROFESSIONAL FEES: $1,297 in professional fees were incurred
for the quarter ended February 28, 2010, while $200 was spent in the similar
period ended February 28, 2009. For the nine month periods ended February 28,
2010, and February 28, 2009, the comparative values were $3,454 and $2,210
respectively. From inception to April 11, 2006, we have incurred $28,180 in
professional fees mainly spent on legal and accounting matters. This cost
category will vary in spending depending on the legal and accounting activities
of the Corporation.

COMPENSATION: No compensation costs were incurred for the
quarters ended February 28, 2010, or February 28, 2009, and no compensation
costs have been incurred since inception.

OFFICE EXPENSES: $227 was expended on the office for the
quarter ended February 28, 2010, while $40 was spent in the similar period ended
February 28, 2009. For the nine month periods ended February 28, 2010, and
February 28, 2009, the comparative values were $325 and $1,307 respectively.
From April 11, 2006 (inception), through February 28, 2010, a total of $5,228
has been spent on office expenses which are mostly comprised of facsimile,
courier, photocopy, postage and other general office expenses and services.

LOSSS ON FOREIGN EXCHANAGE: $3 in foreign exchange losses were
incurred for the quarter ended February 28, 2010, while $3 was also expended in
the similar period ended February 28, 2009. For the nine month periods ended
February 28, 2010, and February 28, 2009, the comparative values were $4 and $82
respectively. From April 11, 2006 (inception), through February 28, 2010, a
total of $94 has been lost on foreign exchange transactions.

TRAVEL, ENTERTAINMENT AND MEAL EXPENSES: $945 in travel,
entertainment or meal expenses were incurred for the quarter ended February 28,
2010, and nil ($0) was expensed in the similar period last year. For the nine
month periods ended February 28, 2010, and February 28, 2009, the comparative
values were $945 and $2,460 respectively. For the period April 11, 2006
(inception), through February 28, 2010, a total of $6,046 has been spent on this
category.

COMMUNICATIONS EXPENSES: $0 in communications costs were
incurred in each of the most recent three month periods ended on February 28,
2010, and February 28, 2009. For the nine month periods ended February 28, 2010,
and February 28, 2009, the comparative values were $0 (nil) and $1,290
respectively. From April 11, 2006 (inception), through February 28, 2010, $3,246
has been spent on communication costs related to establishing our business.

---

7

FILING FEES: $709 in filing fees was incurred for the quarter
ended February 28, 2010, and $1,382 was spent in the quarter ended February 28,
2009. For the nine month periods ended February 28, 2010, and February 28, 2009,
the comparative values were $1,853 and $3,275 respectively. For the period April
11, 2006 (inception), through February 28, 2010, Theron has spent $8,187 on
filing and related fees. This cost category will change depending on filing
requirements with the SEC and other regulatory bodies.

MINERAL PROPERTY ACQUISITION COSTS: No mineral property
acquisition costs were incurred in any of the current quarters or nine month
periods under review. From April 11, 2006 (inception), through February 28,
2010, Theron has spent a total of $4,242 on mineral property acquisition
expenses. This cost category will vary depending on our acquisition or
disposition activities.

MINERAL PROPERTY EXPLORATION COSTS: Theron paid $0 (nil) during
the second quarters of 2010 or 2009 for the exploration program cost and $0 for
the current nine month period but spent $20,082 for such costs in the similar
period in 2009. From April 11, 2006 (inception), through February 28, 2010, we
have spent $20,082 on mineral exploration expenses. These costs will vary
depending on our direct exploration efforts.

TRANSFER AGENT EXPENSES: $0 (nil) in transfer agent costs were
incurred in the most recent three month periods ended on February 28, 2010, and
February 28, 2009. For the nine month periods ended February 28, 2010, and
February 28, 2009, the comparative values were $4,000 and $0 (nil) respectively.
From April 11, 2006 (inception), through February 28, 2010, $4,000 has been
spent on transfer agent costs which in the future will cost approximately $200
per month other than for share issuance costs.

OTHER GENERAL AND ADMINISTRATIVE COSTS: $0 (nil) in other
costs have been expensed for the quarters and nine month periods ended February
28, 2010; none were incurred for the similar periods ended February 28, 2009.
From April 11, 2006 (inception), through February 28, 2010, we have expended $0
(nil) on other or miscellaneous expenses or services.

NET CASH USED IN OPERATING ACTIVITIES: For the nine month
period ended February 28, 2010, $13,146 in net cash was used and for the similar
period ended on February 28, 2009, the amount was $37,881. We have used $78,741
in net cash from inception on April 11, 2006, to February 28, 2010.

INCOME TAX PROVISION: As a result of operating losses, there
has been no provision for the payment of income taxes to date in 2009  2010 or
from the date of inception.

Theron did not net sell or issue any shares of its common stock
during the most recent quarter or nine month period. As of the date of this
report Theron has 7,900,000 common shares issued and outstanding.

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

Plan of Operation

As of February 28, 2010, we had a deficit of $14,527 in
unallocated working capital.

For the balance of the current fiscal year to May 31, 2010, we
will concentrate our efforts on the review of the phase I work program on our
optioned mineral property and securing additional financing to be able to carry
out our business plan. Following industry trends and demands, we are also
considering the acquisition of other properties and projects of merit. In either
situation, we will try to raise the funds required from a new 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.

---

8

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 will require a total of up to $120,000 to fund ongoing operating expenses and
working capital requirements for the next twelve months, broken down as
follows:

|Operating expenses           | $ | 35,000  | 
|---------------------------- | - | ------- | 
|Phase II exploration program |   | 40,000  | 
|Working Capital              |   | 45,000  | 
|Total                        | $ | 120,000 | 

As at February 28, 2010, we had a working capital deficit of
$14,527. 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, 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. Our issuance of additional equity securities could result in a
significant dilution in the equity interests of our current stockholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.

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

Liquidity and Capital Resources

As of end of the last quarter on February 28, 2010, we have yet
to generate any revenues from 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 28, 2010, was $81,000
as a result of gross proceeds received from sales of our common stock of $65,000
(less offering costs) and a $16,000 advance from a related party. We issued
6,000,000 shares of common stock through a Section 4(2) offering in October,
2006 for cash consideration of $6,000. We issued 900,000 shares of common stock
through a Regulation D offering in November, 2006, for cash consideration of
$9,000 to a total of 3 placees. In the fiscal year ended May 31, 2008, $50,000
cash was provided by financing activities as the result of the sale of 1,000,000
shares of common stock at a price of $0.05 per share issued under our SB-2
registration statement to a total of 44 placees.

As of February 28, 2010, our total assets consisting entirely
of cash and accounts receivable amounted to $2,673 and total liabilities were
$17,200. Working capital stood at negative $14,527.

For the three months ended February 28, 2010, the net loss was
$3,181 ($0.000 per share) as compared to a loss of $1,625 ($0.000 per share) for
the similar period last year. For the nine month periods ended February 28,
2010, and February 28, 2009, the comparative values were $11,581 ($0.001 per
share) and $31,156 ($0.005 per share respectively. The loss per share was based
on a weighted average of 7,900,000 common shares outstanding at February 28,
2010, and 6,900,000 as at February 28, 2009. The net loss from inception to
February 28, 2010, is $79,355.

---

9

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
February 28, 2010. Although inflation is moderately higher than it was during
2008 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) | Evaluation of Disclosure Controls and
      Procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | We carried out an evaluation, under the supervision and
      with the participation of our management, including our principal
      executive officer and principal financial officer, of the effectiveness of
      our disclosure controls and procedures (as defined in Rules 13a-15(e) and
      15d-15(e) of the Exchange Act). Based upon that evaluation, our principal
      executive officer and principal financial officer concluded that, as of
      the end of the period covered in this report, our disclosure controls and
      procedures were effective to ensure that information required to be
      disclosed in reports filed under the Exchange Act is recorded, processed,
      summarized and reported within the required time periods and is
      accumulated and communicated to our management, including our principal
      executive officer and principal financial officer, as appropriate to allow
      timely decisions regarding required disclosure.                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Our management, including our principal executive officer
      and principal financial officer, does not expect that our disclosure
      controls and procedures or our internal controls will prevent all error or
      fraud. A control system, no matter how well conceived and operated, can
      provide only reasonable, not absolute, assurance that the objectives of
      the control system are met. Further, the design of a control system must
      reflect the fact that there are resource constraints and the benefits of
      controls must be considered relative to their costs. Due to the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      have been detected. Accordingly, management believes that the financial
      statements included in this report fairly present in all material respects
      our financial condition, results of operations and cash flows for the
      periods presented.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b) | Changes in Internal Controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | During the quarter ended February 28, 2010, there were no
      changes in the Company's internal control over financial reporting that
      have materially affected, or are reasonably likely to materially affect,
      its internal control over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Changes in Securities

Theron had 7,900,000 shares of common stock issued and
outstanding as of August, 31, 2009, and as of the date of this periodic report.
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.

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

The annual last meeting of the shareholders of Theron was held
on November 25, 2009 at Point Roberts, Washington. At that meeting the
shareholders elected Mr. Jerry R. Satchwell as a director, ratified the
appointment of Gruber & Company, L.L.C., as independent accountants and
auditors of the Corporation for the financial year ended May 31, 2010 and
received the financial statements of the Corporation for its financial year ended May 31, 2009, together with the report of
the independent auditors thereon. No other matter has been submitted to a vote
of security holders during the preceeding quarter or nine month period.

---

10

Item 5. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on
April 11, 2006, to February 28, 2010, was $81,000 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         | $ | 4,242  | 
|------------------------------------------------ | - | ------ | 
|Exploration of Mineral Property  advance        |   | 20,082 | 
|Loss on Currency Exchange                        |   | 94     | 
|Professional Fees                                |   | 28,180 | 
|Communications Expenses                          |   | 3,246  | 
|Office Expenses                                  |   | 5,228  | 
|Travel, Entertainment and Meals                  |   | 6,046  | 
|Filing Fees                                      |   | 8,187  | 
|Transfer agent costs                             |   | 4,000  | 
|Other Costs and Services                         |   | 0      | 
|                                                 |   |        | 
|Total Use of
      Proceeds to February 28, 2010 | $ | 79,305 | 

Common Stock

During the quarter ended February 28, 2010, no shares of common
stock were issued. As of February 28, 2010, and the date of this periodic
report, there were 7,900,000 shares issued and outstanding.

Subsequent to the end of the quarter under review, on April 5,
2010, the shares of the Corporation were cleared by Financial Industry
Regulatory Authority (FINRA) to be quoted on the Over-the-counter Bulletin
Board (OTC-BB) under the symbol THRO after their having been inadvertently
dropped from the OTC-BB by the market maker in January, 2010.

No options were granted during the three- or nine-month periods
ending February 28, 2010.

Code of Ethics

The Board of Directors on February 21, 2007, adopted a formal
written Code of Business Conduct and Ethics and Compliance Program for all
officers, directors and senior employees. A copy of the Code is available upon
written request by contacting our offices by telephone at (888) 755-9766 or
writing to 1596 Gulf Road, No. 34, Point Roberts, Washington 98281

Web Site

Theron maintains a Web site at http://theron-resource-group.com
and has an e-mail address at therongroup@gmail.com. All current reports for
the Corporation are available for review and downloading at our Web site or
through the SEC and EDGAR Web site.

Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K filed during the quarter ended February 28,
2010: NONE

---

11

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: April 14, 2010
| | --------------------
| |                     
| |                     
| | BY:                 
| |                     
| |                     
| |                     

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