---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q /A

This amended quarterly report on Form 10-Q/A is being filed to amend our quarterly report on Form 10-Q for the quarter and six-month periods ended November 30, 2010 (the "Original Form 10-Q"), which was filed with the SEC on January 20, 2011. Accordingly, pursuant to rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-Q/A contains complete text of the Original Form 10-Q, the cover page of which has been amended, as well as the current dated certifications from the Principal Executive Officer and the Principal Financial Officer.

The amendment contained herein corrects the signature page and Sarbanes Oxley section 302 and 906 certificates to the date of filing and provides same with the date coincident with this filing. As a result of an error in filing, the signature page and certifications were dated January 21, 2011, one day after the the form 10-Q was filed. This filing amends the original filing to correct the date that the officer signed the documents to coincide with or closely preceded the filing date. In addition, we have provided current signatures for each of the relevant documents We have not updated the information contained herein for events occurring subsequent to January 20, 2001, the filing date of the Original Form 10-Q.

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (the Exchange Act) 
For the quarterly period ended NOVEMBER 30, 2010

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
For the transition period from _____to _______

Commission file number: 000-53845

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

|Wyoming                                          | 26-0665325                          
|------------------------------------------------ | ------------------------------------
|(State or 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 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.The aggregate market
value of the of the voting stock held by non-affiliates of the issuer as of the
date of this report was approximately $1,729,400 based on the last reported
sales price on the OTC Bulletin Board on that date. We do not have any
authorized, issued or outstanding non-voting common stock.

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

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

---

|Theron Resource Group         
|------------------------------
|(an Exploration Stage Company)
|Balance Sheets                
|November 30, 2010             

|                                                                                                                                                     |   |                   |   |   |                   |   |   |              |  
|---------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------------- | - | - | ----------------- | - | - | ------------ | -
|                                                                                                                                                     |   | Six Months        |   |   | Six Months        |   |   |              |  
|                                                                                                                                                     |   | ended             |   |   | ended             |   |   |              |  
|                                                                                                                                                     |   | November 30, 2010 |   |   | November 30, 2009 |   |   | May 31, 2010 |  
|                                                                                                                                                     |   | (Unaudited)       |   |   | (Unaudited)       |   |   | (Audited)    |  
|Assets                                                                                                                                               |   |                   |   |   |                   |   |   |              |  
|                                                                                                                                                     |   |                   |   |   |                   |   |   |              |  
|Current assets                                                                                                                                       |   |                   |   |   |                   |   |   |              |  
|Cash and cash equivalents                                                                                                                            | $ | 367               |   | $ | 5,804             |   | $ | 2,000        |  
|Prepaid expenses                                                                                                                                     |   | 0                 |   |   | 0                 |   |   | 0            |  
|                                                                                                                                                     |   |                   |   |   |                   |   |   |              |  
|Total
      Assets                                                                                                                                   |   | 367               |   |   | 5,804             |   |   | 2,000        |  
|                                                                                                                                                     |   |                   |   |   |                   |   |   |              |  
|Liabilities and Stockholders' Equity                                                                                                                 |   |                   |   |   |                   |   |   |              |  
|                                                                                                                                                     |   |                   |   |   |                   |   |   |              |  
|Current liabilities                                                                                                                                  |   |                   |   |   |                   |   |   |              |  
|Accounts Payable and accrued liabilities                                                                                                             |   | 1,225             |   |   | 1,150             |   |   | 4,500        |  
|Due to related party                                                                                                                                 |   | 25,000            |   |   | 16,000            |   |   | 18,000       |  
|                                                                                                                                                     |   |                   |   |   |                   |   |   |              |  
|Total
      liabilities                                                                                                                              |   | 26,225            |   |   | 17,150            |   |   | 22,500       |  
|                                                                                                                                                     |   |                   |   |   |                   |   |   |              |  
|Stockholders' equity                                                                                                                                 |   |                   |   |   |                   |   |   |              |  
|Common stock, 500,000,000 shares authorized,
      
                par value $0.001,
      7,900,000 shares issued and 
                outstanding |   | 7,900             |   |   | 7,900             |   |   | 7,900        |  
|Additional paid-in capital                                                                                                                           |   | 57,150            |   |   | 57,150            |   |   | 57,150       |  
|Other comprehensive loss                                                                                                                             |   | (222              | ) |   | (222              | ) |   | (222         | )
|Deficit accumulated during
      the exploration stage                                                                                               |   | (90,686           | ) |   | (76,174           | ) |   | (85,328      | )
|Total stockholders'
      equity                                                                                                                     |   | (25,858           | ) |   | (11,346           | ) |   | (20,500      | )
|                                                                                                                                                     |   |                   |   |   |                   |   |   |              |  
|Total liabilities
      and stockholders' equity                                                                                                     | $ | 367               |   | $ | 5,804             |   | $ | 2,000        |  

See accompanying notes to financial statements

---

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

|                                                                              |   |              |   |   |              |   |   |              |   |   |              |   |   | For the period      |  
|----------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | ------------------- | -
|                                                                              |   | Three months |   |   | Three months |   |   | Six months   |   |   | Six months   |   |   | April 11, 2006      |  
|                                                                              |   | ended        |   |   | ended        |   |   | ended        |   |   | ended        |   |   | (date of inception) |  
|                                                                              |   | November 30, |   |   | November 30, |   |   | November 30, |   |   | November 30, |   |   | through             |  
|                                                                              |   | 2010         |   |   | 2009         |   |   | 2010         |   |   | 2009         |   |   | November 30, 2010   |  
|                                                                              |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Revenues                                                                      | $ |              |   | $ | ---          |   | $ |              |   | $ | ---          |   | $ | ---                 |  
|                                                                              |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Expenses                                                                      |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Acquisition of mineral property interest                                      |   | ---          |   |   | ---          |   |   | ---          |   |   | ---          |   |   | 4,242               |  
|Mineral property exploration                                                  |   | ---          |   |   | ---          |   |   | ---          |   |   | ---          |   |   | 20,082              |  
|Loss on foreign exchange                                                      |   | (3           | ) |   | 1            |   |   | (3           | ) |   | 1            |   |   | 90                  |  
|Professional fees                                                             |   | 861          |   |   | 1,049        |   |   | 2,061        |   |   | 2,158        |   |   | 33,741              |  
|Communications expense                                                        |   | ---          |   |   | ---          |   |   | ---          |   |   | ---          |   |   | 3,805               |  
|Office expenses                                                               |   | 34           |   |   | 42           |   |   | 73           |   |   | 98           |   |   | 5,513               |  
|Travel and entertainment                                                      |   | ---          |   |   | ---          |   |   | 839          |   |   | ---          |   |   | 7,413               |  
|Transfer agent                                                                |   | 600          |   |   | 4,000        |   |   | 1,290        |   |   | 4,000        |   |   | 6,015               |  
|Filing fees                                                                   |   | 1,098        |   |   | 1,023        |   |   | 1,098        |   |   | 1,144        |   |   | 9,735               |  
|Other services                                                                |   | ---          |   |   | ---          |   |   | ---          |   |   | ---          |   |   | 50                  |  
|                                                                              |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Total expenses                                                                |   | 2,590        |   |   | 6,115        |   |   | 5,358        |   |   | 7,401        |   |   | 90,686              |  
|                                                                              |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Net loss                                                                      | $ | (2,590       | ) | $ | (6,115       | ) | $ | (5,358       | ) | $ | (7,401       | ) | $ | (90,686             | )
|                                                                              |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Basic and diluted loss per common share                                       | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.00        | ) |   |                     |  
|                                                                              |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Weighted average number of common shares used
      in per share calculations |   | 7,900,000    |   |   | 7,900,000    |   |   | 7,900,000    |   |   | 6,900,000    |   |   |                     |  

See accompanying notes to financial statements

---

|Theron Resource Group                                                    | 
|------------------------------------------------------------------------ | 
|(an Exploration Stage Company)                                           | 
|Statement of Changes in Stockholders' Equity                             | 
|(Unaudited)                                                              | 
|                                                                         | 
|                                                                         | 
|                                                                         | 
|                                                                         | 
|                                                                         | 
|                                                                         | 
|Common shares issued for cash                                            | 
|                                                                         | 
|Contributed services                                                     | 
|                                                                         | 
|Currency exchange loss                                                   | 
|                                                                         | 
|Net loss for the period April 11, 2006 (inception)
      to May 31, 2007 | 
|                                                                         | 
|BALANCE,MAY31,2007                                                       | 
|                                                                         | 
|Net los for the year                                                     | 
|                                                                         | 
|BALANCE,MAY31,2008                                                       | 
|                                                                         | 
|Commonsharesissued
      forcash                                         | 
|                                                                         | 
|Net Loss for the year                                                    | 
|                                                                         | 
|BALANCE,MAY31,2009                                                       | 
|                                                                         | 
|Net Loss for the year                                                    | 
|                                                                         | 
|BALANCE,MAY312010                                                        | 
|                                                                         | 
|Net Loss for the quarter ended November 30,
      2010                   | 
|                                                                         | 
|BALANCE,NOVEMBER30,2010                                                  | 

See accompanying  notes to financial  statements

---

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

|                                                                                      |   |              |   |   |              |   |   |              |   |   |              |   |   | For the period      |  
|------------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | ------------------- | -
|                                                                                      |   | Three months |   |   | Three months |   |   | Six months   |   |   | Six months   |   |   | April 11, 2006      |  
|                                                                                      |   | ended        |   |   | ended        |   |   | ended        |   |   | ended        |   |   | (date of inception) |  
|                                                                                      |   | November 30, |   |   | November 30, |   |   | November 30, |   |   | November 30, |   |   | through             |  
|                                                                                      |   | 2010         |   |   | 2009         |   |   | 2010         |   |   | 2009         |   |   | November 30, 2010   |  
|                                                                                      |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Cash flows used for operating activities                                              |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Net loss                                                                              | $ | (2,590       | ) | $ | (6,115       | ) | $ | (5,358       | ) | $ | (7,401       | ) | $ | (90,686             | )
|Adjustments to reconcile net loss to net cash
      provided by operating activities: |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Contributed services                                                                  |   | 0            |   |   | 0            |   |   | 0            |   |   | 0            |   |   | 50                  |  
|Other comprehensive loss                                                              |   | 0            |   |   | 0            |   |   | 0            |   |   | 0            |   |   | (222                | )
|Changes in operating assets and liabilities                                           |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|(Increase) decrease in prepaid expenses                                               |   | 0            |   |   | 0            |   |   | 0            |   |   | 0            |   |   | 0                   |  
|Increase (decrease)  in accounts payable & accrued liabilities                        |   | (3,475       | ) |   | (3,170       | ) |   | (3,275       | ) |   | (2,200       | ) |   | 1,225               |  
|                                                                                      |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Cash flows used for operating activities                                              |   | (6,065       | ) |   | (9,285       | ) |   | (8,633       | ) |   | (9,601       | ) |   | (89,633             | )
|                                                                                      |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Cash flows from financing activities                                                  |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Advances (repayments) from (to) related party                                         |   | 5,000        |   |   | 15,000       |   |   | 7,000        |   |   | 15,000       |   |   | 25,000              |  
|Proceeds from issuance of common stock                                                |   | 0            |   |   | 0            |   |   | 0            |   |   | 0            |   |   | 65,000              |  
|                                                                                      |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Cash flows from financing activities                                                  |   | 5,000        |   |   | 15,000       |   |   | 7,000        |   |   | 15,000       |   |   | 90,000              |  
|                                                                                      |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Increase in cash and cash equivalents                                                 |   | (1,065       | ) |   | 5,715        |   |   | (1,633       | ) |   | 5,399        |   |   | 367                 |  
|                                                                                      |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Cash and cash equivalents --- Beginning of period                                     |   | 1,432        |   |   | 89           |   |   | 2,000        |   |   | 405          |   |   | 0                   |  
|                                                                                      |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Cash and cash equivalents --- End of period                                           | $ | 367          |   | $ | 5,804        |   | $ | 367          |   | $ | 5,804        |   | $ | 367                 |  
|                                                                                      |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Supplemental Disclosures regarding cash flows                                         |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Interest paid                                                                         | $ | ---          |   | $ | ---          |   | $ | ---          |   | $ | ---          |   | $ | ---                 |  
|Income taxes paid                                                                     |   | ---          |   |   | ---          |   |   | ---          |   |   | ---          |   |   | ---                 |  
|                                                                                      |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Non---cash financing activities                                                       |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Paid in capital from contributed services                                             |   | ---          |   |   | ---          |   |   | ---          |   |   | ---          |   |   | 50                  |  

See accompanying notes to financial statements

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|NOVEMBER 30, 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 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 only the first phase of
  exploration has been completed and on which operations have not yet commenced;
  accordingly, no revenues have been earned from April 11, 2006 (date of inception),
  to November 30, 2010.

Note 2  Basis of Presentation and Going Concern

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.

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, 2010, as filed in its Form 10-K Report dated August 31, 2010, 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.

Therons financial statements at November 30, 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 $2,590 for the three month period and a loss
  of 5,538 for the six month period ended November 30, 2010, and a loss of $90,686
  for the period from April 11, 2006 ( inception), through November 30, 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.

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|NOVEMBER 30, 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

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

As of November 30, 2010, the Company has not established any
  proven or probable reserves on its mineral properties and has incurred no acquisition
  or exploration costs.

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.

Use of estimates

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

Fair value of financial instruments and derivative financial
  instruments

SFAS No. 107 disclosures about fair value of financial instruments
  define the fair value of a financial instrument as the amount at which the instrument
  could be exchanged in a current transaction between willing parties. The carrying
  amounts of cash and current liabilities approximate fair value due to the short
  maturity of these items. These fair value estimates are subjective in nature
  and involve uncertainties and matters of significant judgment, and, therefore,
  cannot be determined with precision. Changes in assumptions could significantly
  affect these estimates.

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|NOVEMBER 30, 2010                

Note 3  Summary of Significant Accounting Policies
  (continued)

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.

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

No provision for income taxes has been recorded due to the net
  operating loss carry forwards totalling $90,686 as of November 30, 2010, that
  will be offset against future taxable income. The available net operating loss
  carry forwards expire in various years through 2030. No tax benefit has been
  reported in the financial statements because the Corporation believes there
  is a 50% or greater chance the carry forwards will expire unused.

Basic and diluted net loss per share

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 six-month period ended November 30, 2010, and
  for the period April 11, 2006 (inception), through November 30, 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.

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

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|NOVEMBER 30, 2010                

Note 3  Summary of Significant Accounting Policies
  (continued)

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 November 30, 2010. As of November 30, 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 this Topic and determined that it is not
  applicable to our operations.

Start-up expenses

Theron adopted ASC Topic Reporting the Costs of Start-up
  Activitieswhich requires that costs associated with start-up activities
  be expensed as incurred. Accordingly, start-up costs associated with the Companys
  formation have been included in general and administrative expenses for the
  period from April 11, 2006 (inception), through November 30, 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 was effective in the second quarter of the
  year ending May 31, 2009, and accordingly, all subsequent public filings reference
  the Codification as the sole source of authoritative literature.

In February 2010, the FASB issued Accounting Standards Update
  (ASU) No. 2010-09, which amends the Subsequent Events Topic of the Accounting
  Standards Codification (ASC) to eliminate the requirement for public companies
  to disclose the date through which subsequent events have been evaluated. The
  Company will continue to evaluate subsequent events through the date of the
  issuance of the financial statements, however, consistent with the guidance,
  this date will no longer be disclosed. The Company does not expect the adoption
  of this guidance to have a material impact on the Companys consolidated
  financial statements, financial condition or liquidity.

In January 2010, the FASB issued ASU No. 2010-06, Fair Value
  Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value
  Measurements.ASU No. 2010-06 amends ASC 820 and clarifies and provides
  additional disclosure requirements on the transfers of assets and liabilities
  between Level 1 (quoted prices

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|NOVEMBER 30, 2010                

Note 3  Summary of Significant Accounting Policies (continued)

in active market for identical assets or liabilities) and Level
  2 (significant other observable inputs) of the fair value measurement hierarchy,
  including the reasons for and the timing of the transfers. Additionally, the
  guidance requires a roll forward of activities on purchases, sales, issuance,
  and settlements of the assets and liabilities measured using significant unobservable
  inputs (Level 3 fair value measurements). Other than requiring additional disclosures,
  adoption of this new guidance will not have a material impact on our financial
  statements.

Note 4  Common stock transactions

Activity for the period April 11, 2006 (inception) to May
  31, 2006On 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, 2007On 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, 2008During 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.

Activity for the period June 1, 2008 to May 31, 2009Received $8,500 from the common stock subscriptions receivable at March
  31, 2008.

Activity for the period June 1, 2009 to May 31, 2010No shares were issued during the period.

Activity for the period June 1, 2010 to November 30, 2010No 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.

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|NOVEMBER 30, 2010                

Note 5  Common Stock Subject to Rescission (continued)

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 in April, 2006 to our director for $6,000 ($0.001 per share) as
  founder shares. (Note 4).

As of November 30, 2010, the amount due to a related party
  consists of a $25,000 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 November 30, 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 late receipt of an engineering
  report. In the event that the results of the development phases are unfavorable,
  the Company will terminate the option and will not be obligated to make any
  subsequent payments. We have recently (July 15, 2010) received an engineering
  report on the first phase project and must spend some time reviewing it and
  its implications before determining future actions. The Vendor has verbally
  agreed not to terminate the option agreement until at least 180 days after the
  receipt of the engineering report on the phase I exploration work carried out
  in mid 2009, i.e., the Vendor will not terminate the agreement prior to January
  15, 2011.

Upon exercise of the option, we are required to pay the owner,
  commencing May 31, 2010, sum of $25,000 per annum, as prepayment of the
  net smelter royalty. The Vendor has verbally agreed to delay the requirement
  to pay the net smelter amount until at least one year after the receipt of the
  engineering report noted above.

Note 8  Subsequent Events

Under the terms of the Option to Purchase and Royalty Agreement,
  we must incur exploration expenditures on the George claims of an additional
  $40,000 by February 28, 2010. The Vendor has verbally agreed not to terminate
  the option agreement until at least 180 days after the receipt of the engineering
  report, i.e., the Vendor will not terminate the agreement prior to January 15,
  2011.

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

---

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 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 future
results, levels of activity, performance or achievements stated or implied by
these statements.

As used in this quarterly report, the terms we, us, our,
and Theron mean Theron Resource Group, unless otherwise indicated.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.

Our financial statements are stated in United States Dollars
(USD or US$ or $) 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.

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 $1.03 which is the approximate average exchange rate
during recent months and which is consistent with the incorporated financial
statements for current or future periods. Where expenses have been incurred,
Canadian Dollars have been converted into United States currency at the rate
applicable on the date of the incurrence of the expense which is consistent with
the incorporated financial statements.

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING NOVEMBER 30, 2010,
SHOULD BE READ IN CONJUNCTION WITH THE CORPORATIONS 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 not in our favor, 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 was
completed on June 04, 2009, under the supervision of Egil Livgard, P. Eng., the
author of the initial geological report. The phase I geological exploration
program on the property cost $20,000 which is a reflection of local costs for
the specified type of work. The Assessment Report on the work carried out on the
Claims was received in late July, 2010 and called for a Phase II work program
which will cost an estimated $155,000. We are currently reviewing the
recommendation and seeking financing for moving forward with the project; no
decisions have yet been made and no expressions of interest in assisting with
the financing have been received to date.

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, 2010, dated August 31, 2010, and our S-1 registration
statement dated April 3, 2008, for further discussion of the property, mineral
exploration in Canada, maps, 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 exploration of the
George mineral claims to determine if there are commercially exploitable
deposits of gold and silver. The option agreement expired 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, evaluate
the various financing options that may be available to us and are in a position
to determine how and when we will be able to move forward with the project. We
received the report on July 25, 2010, and must spend some time reviewing it and
its implications before determining future actions. The Vendor has verbally
agreed not to terminate the option agreement until at least 180 days after the
receipt of the engineering report on the phase I exploration work carried out in
mid 2009; i.e., the Vendor will not terminate the agreement prior to January 15,
2011.

Evaluation and conclusions  Phase I exploration
program

The exploration in 2008 and 2009 and that discussed in the
report consisted of further stream silt sampling, two grids of soil sampling,
rock sampling and geological examination. The soil and rock sampling on the
north part of the claims outlined anomalous soil in copper and values of gold
and copper in narrow stringers. Exploration in 2008 consisted of a bark sample
with analysis for halogen gasses in an attempt to

---

4

reach response from mineralization at depth. Soil sampling
south of the initial survey was carried out without any positive results. Some
geology and further rock sampling was also done.

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

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

The three fault intersection on the southwestern George claims
did not return notable soil values nor did silt samples in the vicinity. The
only fault exposure that has been found lies about 1.0 km away from the fault
junction on the southwest striking fault branch. The five channel samples across
the exposed part of the fault and one grab sample gave low values but two were
anomalous in copper, and soil samples near the three fault junction indicate
that the southwest fault may carry some mineralization.

On the northern part of the claims the rocks have undergone
contact metamorphic alteration with introduction of quartz, pyrite, chalcopyrite
and gold values from near the intrusive contact and up to 400m to perhaps 500m
southwest of the contact. At the B and R showing one narrow sample (7.0 cm) gave
roughly 1⁄2 gram gold and 0.15 % copper per tonne and the soil grid outlined
anomalous values that extend southeasterly. Rock samples have located low grade
copper gold values particularly at the Dawn showing.

A bark survey covering the Nicola Group rocks from about 150
meters to 450 meters away from the contact to the intrusive rocks has indicated
anomalous values in Br, Cl, F, I, indicators of buried mineralization, at
several locations. The report concludes that these anomalies warrant exploration
by diamond drilling and makes the following recommendations

| | 1. | The sample results of the bark survey, location maps and
      forest cover report should be submitted to Colin Dunn, Biogeochemistry
      Consultant, for evaluation and further work is contingent upon his
      recommendations.                                                              
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                    
| | 2  | The property exploration has now been narrowed down to
      2-3 areas each not more than about 1/10 of a square kilometer.                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                    
| | 3  | An excavator should be brought in and used to construct
      an access road to the anomalous areas.                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                    
| | 4  | Bedrock should be exposed by trenching and diamond drill
      sites should be constructed                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                    
| | 5  | It is recommended that the anomalous halogen response
      areas and trenches be geologically mapped in detail.                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                    
| | 6  | It is recommended that six diamond drill holes in at
      least 3 locations be drilled to an average depth of 125 meters for a total
      of 750 meters. The core must be described and zones of interest must be
      split, sampled and analyzed. The core must be stored at a safe
    place.

The estimated costs of the above recommendations are as
follows:

Consultant
      $1000/day - 3 days + expenses
    $
      3,500Geologist and
      helper $ 700/day  40 days
    $
      28,000Accommodation
      & Meals $160/day-40 days
    $
      6,400Vehicle & gas
      $ 100/day  40 days
    $
      4,000Excavator
      $1500/day  12 days
    $
      18,000Diamond drilling
      $120/meter  750 meters
    $
      90,000Assaying of split
      core  300 samples @ $20 per sample
    $
      6,000Report and maps
    $
      5,000$
      140,900


---

5

Contingency 10%
    $
      14,100TOTAL
    $
      155,000


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 on a quarterly basis.

Risk Factors

At present we do not know whether the claims contain
commercially exploitable reserves of gold or any other valuable mineral. 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 un-expected 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.

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

---

6

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 six-month periods ended November 30, 2010, November 30, 2009,
and April 11, 2006 (inception), through November 30, 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 November 30, 2010, was $90,000
($65,000 as a result of proceeds received from sales of our common stock and
$25,000 advanced without terms of repayment).

The Corporation did not generate any revenues from operations
for the quarter ended November 30, 2010. To date, we have not generated any
revenues from our mineral exploration business.

REVENUES

REVENUE  Gross revenue for the quarter ended November 30,
2010,was $0 and $0 for the same periods in the previous fiscal year.

COMMON STOCK Net cash provided by equity financing activities
during the quarters and six month periods ended November 30, 2010 and 2009, was
nil ($0), and $65,000 received for the period from inception on April 11, 2006,
through to and including November 30, 2010. No options or warrants were issued
to issue shares at a later date in the most recent quarter.

EXPENSES

|                                |   | Three months   |   |  | Three months   |  |  | Six months     |   |  | Six months     |  |  | Apr 11, 2006       | 
|------------------------------- | - | -------------- | - |  | -------------- |  |  | -------------- | - |  | -------------- |  |  | ------------------ | 
|                                |   | ended          |   |  | ended          |  |  | ended          |   |  | ended          |  |  | (inception)        | 
|                                |   | November       |   |  | November       |  |  | November       |   |  | November       |  |  | through            | 
|                                |   | 30,
      2010 |   |  | 30,
      2009 |  |  | 30,
      2010 |   |  | 30,
      2009 |  |  | Nov.
      30 2010 | 
|Expense Item                    |   |                |   |  |                |  |  |                |   |  |                |  |  |                    | 
|Acquisition of mineral property | $ | ---            |   |  | ---            |  |  | ---            |   |  | ---            |  |  | 4,242              | 
|Mineral property exploration    |   | ---            |   |  | ---            |  |  | ---            |   |  | ---            |  |  | 20,082             | 
|Loss on foreign exchange        |   | (3             | ) |  | 1              |  |  | (3             | ) |  | 1              |  |  | 90                 | 
|Professional fees               |   | 861            |   |  | 1,049          |  |  | 2,061          |   |  | 2,158          |  |  | 33,741             | 
|Communications expense          |   | ---            |   |  | ---            |  |  | ---            |   |  | ---            |  |  | 3,805              | 
|Office expenses                 |   | 34             |   |  | 42             |  |  | 73             |   |  | 98             |  |  | 5,513              | 
|Travel and entertainment        |   | ---            |   |  | ---            |  |  | 839            |   |  | ---            |  |  | 7,413              | 
|Transfer agent                  |   | 600            |   |  | 4,000          |  |  | 1,290          |   |  | 4,000          |  |  | 6,015              | 
|Filing fees                     |   | 1,098          |   |  | 1,023          |  |  | 1,098          |   |  | 1,144          |  |  | 9,735              | 
|Other services                  |   | ---            |   |  | ---            |  |  | ---            |   |  | ---            |  |  | 50                 | 
|                                |   |                |   |  |                |  |  |                |   |  |                |  |  |                    | 
|Total expenses                  |   | 2,590          |   |  | 6,115          |  |  | 5,358          |   |  | 7,401          |  |  | 90,686             | 

SUMMARY  Total expenses for the quarter ended November 30,
2010, amounted to $2,590 while $6,115 was spent in the similar period ended
November 30, 2009. For the six month periods ended November 30, 2010, and
November 30, 2009, the comparative values were $5,358 and $7,401 respectively. A
total of $90,686 in expenses has been incurred since inception on April 11,
2006, through November 30, 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.

MINERAL PROPERTY ACQUISITION COSTS: No mineral property
acquisition costs were incurred in the current quarters or six month periods
under review.. From April 11, 2006 (inception), through

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7

November 30, 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: No mineral property
exploration costs were incurred in the current quarters or six month periods
under review. From April 11, 2006 (inception), through November 30, 2010, we
have spent $20,082 on mineral exploration expenses. These costs will vary
depending on our direct exploration efforts.

LOSSS ON FOREIGN EXCHANAGE: We gained $3 in foreign exchange
losses for the quarter ended November 30, 2010, while $1 was lost in the similar
period ended November 30, 2009. For the six month periods ended November 30,
2010, and November 30, 2009, the comparative values were a gain of $3 and a loss
of $1 respectively. From April 11, 2006 (inception), through November 30, 2010,
a total of $90 has been lost on foreign exchange.

PROFESSIONAL FEES: $861 in professional fees were incurred for
the quarter ended November 30, 2010, while $1,049 was spent in the similar
period ended November 30, 2009. For the six month periods ended November 30,
2010, and November 30, 2009, the comparative values were $2,061 and $2,158
respectively. From inception to April 11, 2006, we have incurred $33,741 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.

COMMUNICATIONS EXPENSES: $0 in communications costs were
incurred in the three or six month periods ended on November 30, 2010, and 2009.
From April 11, 2006 (inception), through November 30, 2010, $3,805 has been
spent on communication costs.

OFFICE EXPENSES: $34 was expended on the office for the quarter
ended November 30, 2010, while $42 was spent in the similar period ended
November 30, 2009. For the six month periods ended November 30, 2010, and
November 30, 2009, the comparative values were $73 and $98 respectively. From
April 11, 2006 (inception), through November 30, 2010, a total of $5,313 has
been spent on office expenses which are mostly comprised of facsimile, courier,
photocopy, postage and other general office expenses and services.

TRAVEL, ENTERTAINMENT AND MEAL EXPENSES: No in travel,
entertainment or meal expenses were incurred for the quarters ended November 30,
2010 and in the similar period last year. For the six month periods ended
November 30, 2010, and November 30, 2009, the comparative values were $839 and
$0 (nil) respectively. For the period April 11, 2006 (inception), through
November 30, 2010, a total of $7,413 has been spent on this category.

FILING FEES: $1,098 in filing fee expenses were incurred for
the quarter ended November 30, 2010, and $1,023 was spent in the quarter ended
November 30, 2009. For the six month periods ended November 30, 2010, and
November 30, 2009, the comparative values were $1,098 and $1,144 respectively.
For the period April 11, 2006 (inception), through November 30, 2010, Theron has
spent $9,735 on filing and related fees. This cost category will change
depending on filing requirements with the SEC and other regulatory bodies.

TRANSFER AGENT FEES: We spent $600 in transfer agent fees and
related costs during the first quarter and $4,000 in the similar period in 2009.
For the six month periods ended November 30, 2010, and November 30, 2009, the
comparative values were $1,290 and $4,000 respectively. From April 11, 2006
(inception), through November 30, 2010, we have spent $6,015 on transfer agent
expenses. These costs will vary depending on our share issuances.

COMPENSATION: No compensation costs were incurred for the
quarters ended November 30, 2010, or November 30, 2009, and no compensation
costs have been incurred since inception.

CONTRIBUTED EXPENSES (OTHER EXPENSES): No contributed expenses
were incurred for the quarters ended November 30, 2010, or November 30, 2009. A
total of $50 has been expensed in the period from inception on April 11, 2006,
to November 30, 2010. All contributed expenses are reported as contributed costs
with a corresponding credit to additional paid-in capital.

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8

OTHER GENERAL AND ADMINISTRATIVE COSTS: $0 (nil) in other
costs have been expensed for the quarter ended November 30, 2010; none were
incurred for the similar period ended November 30, 2009. From April 11, 2006
(inception), through November 30, 2010, we have expended $0 (nil) on other or
miscellaneous expenses or services.

NET CASH USED IN OPERATING ACTIVITIES: For the three month
period ended November 30, 2010, $6,065 in net cash was used and for the similar
period ended on November 30, 2009, the amount was $9,285. For the six month
periods ended November 30, 2010, and November 30, 2009, the comparative values
were $8,633 and $9,601 respectively. We have used $89,633 in net cash from
inception on April 11, 2006, to November 30, 2010.

INCOME TAX PROVISION: As a result of operating losses, there
has been no provision for the payment of income taxes to date in 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. 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 November 30, 2010, we had a deficit of $25,858 in
unallocated working capital.

For the balance of the current fiscal year to May 31, 2011, 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 commitments on the raising
of additional funds and there is no assurance that we would be able to raise
money in the future.

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 2010  2011. Management projects that
we will require a total of up to $250,000 to fund ongoing operating expenses and
working capital requirements for the next twelve months, broken down as
follows:

Operating expenses
    $
    50,000Phase II exploration program
    
    155,000Working Capital
    
    45,000Total
    $
    250,000


As at November 30, 2010, we had a working capital deficit of
$25,858. 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, 2010, 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.

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9

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 but results
to date have not been encouraging. 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 November 30, 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 November 30, 2010, was $90,000
as a result of gross proceeds received from sales of our common stock of $65,000
(less offering costs) and a $25,000 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. During May, 2009, $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 November 30, 2010, our total assets, consisting entirely
of cash, amounted to $367 and total liabilities were $26,225. Working capital
stood at negative $25,858.

For the three months ended November 30, 2010, the net loss was
$2,590 ($0.00 per share) as compared to a loss of $6,115 ($0.00 per share) for
the similar period last year. For the six month periods ended November 30, 2010,
and November 30, 2009, the comparative values were $5,358 and $7,401
respectively. The loss per share was based on a weighted average of 7,900,000
common shares outstanding at November 30, 2010, and November 30, 2009. The net
loss from inception to November 30, 2010, is $90,686.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
November 30, 2010. Although inflation is moderately higher than it was during
2009 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                                                                                                                                                                                                                                                                                                                                                                                                                             

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10

|    | 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 November 30, 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.                                                                                                                                                                                                                 

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11

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

The Corporation is 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, 2010, 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

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

Item 5. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on
April 11, 2006, to November 30, 2010, was $90,000 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
    $
    4,242Exploration of Mineral Property  advance
    
    20,082Loss on Currency Exchange
    
    90Professional Fees
    
    33,741Communications Expenses
    
    3,805Office Expenses
    
    5,513Travel, Entertainment and Meals
    
    7,413Filing Fees
    
    9,735Transfer Agent Fees
    
    6,015Other Costs and Services
    
    0Total Use of
      Proceeds to November 30, 2010
    $
    90,636


Common Stock

During the quarter ended November 30, 2010, no shares of common
stock were issued. As of November 30, 2010, and the date of this periodic
report, there were 7,900,000 shares issued and outstanding.

Options

No options were granted during the three-month period ending
November 30, 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 does not maintain a Web site but has an e-mail address
at therongroup@gmail.com.

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Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K filed during the quarter ended November 30,
2010: NONE

|Exhibits |                                                                                                                                                                   
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                   
|31.1     | Certification
        of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
        Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|31.2     | Certification
        of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
        Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|32.1     | Certification
        of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
        Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2     | Certification
        of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
        Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

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

Theron Resource Group(Registrant)

| | Date: January 20,   2011
| | ------------------------
| |                         
| |                         
| | BY:                     
| |                         
| |                         
| |                         
| |                         
| |                         

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SIGNATURES

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

Theron Resource Group(Registrant)

| | Date: March 14,  2011
| | ---------------------
| |                      
| |                      
| | BY:                  
| |                      
| |                      
| |                      
| |                      
| |                      



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