---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

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

For the quarterly period ended AUGUST 31, 2008

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

For the transition period from _____to ______

Commission file number: 333-146518

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

|Wyoming                                          | 26-0665325                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|Number 34, 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 [ x ] | Smaller reporting company [ x ]

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: 6,900,000
shares of Common Stock as of October 10, 2008.

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

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

---

|Theron Resource Group         
|------------------------------
|(an Exploration Stage Company)
|Balance Sheets                
|August 31, 2008               

|                                                       |   | August 31, 2008 |   |   | August 31, 2007 |   |   | May 31, 2008 |  
|------------------------------------------------------ | - | --------------- | - | - | --------------- | - | - | ------------ | -
|                                                       |   | (Unaudited)     |   |   | (Unaudited)     |   |   | (Audited)    |  
|Assets                                                 |   |                 |   |   |                 |   |   |              |  
|                                                       |   |                 |   |   |                 |   |   |              |  
|Current assets                                         |   |                 |   |   |                 |   |   |              |  
|Cash and cash equivalents                              | $ | 4,904           |   | $ | 6,221           |   | $ | 42,694       |  
|Prepaid expenses                                       |   | 591             |   |   | 0               |   |   | 595          |  
|                                                       |   |                 |   |   |                 |   |   |              |  
|Total
      Assets                                     |   | 5,495           |   |   | 6,221           |   |   | 43,289       |  
|                                                       |   |                 |   |   |                 |   |   |              |  
|Liabilities and Stockholders' Equity                   |   |                 |   |   |                 |   |   |              |  
|                                                       |   |                 |   |   |                 |   |   |              |  
|Current liabilities                                    |   |                 |   |   |                 |   |   |              |  
|Accounts Payable and accrued liabilities               |   | 4,575           |   |   | 0               |   |   | 6,900        |  
|Due to related party                                   |   | 0               |   |   | 13,000          |   |   | 13,000       |  
|Contingent Liability                                   |   | 46,250          |   |   | 0               |   |   | 41,500       |  
|                                                       |   |                 |   |   |                 |   |   |              |  
|Total current liabilities                              |   | 50,825          |   |   | 13,000          |   |   | 61,400       |  
|                                                       |   |                 |   |   |                 |   |   |              |  
|Stockholders' equity                                   |   |                 |   |   |                 |   |   |              |  
|Common stock, 500,000,000
      shares authorized,     |   |                 |   |   |                 |   |   |              |  
|par value $.001,
      6,900,000 shares issued and     |   |                 |   |   |                 |   |   |              |  
|outstanding                                            |   | 6,900           |   |   | 6,900           |   |   | 6,900        |  
|Additional paid-in capital                             |   | 8,150           |   |   | 8,150           |   |   | 8,150        |  
|Other comprehensive loss                               |   | (222            | ) |   | (222            | ) |   | (222         | )
|Deficit accumulated during the exploration
      stage |   | (60,158         | ) |   | (21,607         | ) |   | (32,939      | )
|Total
      stockholders' equity                       |   | (45,330         | ) |   | (6,779          | ) |   | (18,111      | )
|                                                       |   |                 |   |   |                 |   |   |              |  
|Total
      liabilities and stockholders' equity       | $ | 5,495           |   | $ | 6,221           |   | $ | 43,289       |  

See accompanying notes to financial statements

---

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

|                                         |   |              |   |   |              |   |   | For the period      |  
|---------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------------- | -
|                                         |   | Three months |   |   | Three months |   |   | April 11, 2006      |  
|                                         |   | ended        |   |   | ended        |   |   | (date of inception) |  
|                                         |   | August 31,   |   |   | August 31,   |   |   | through             |  
|                                         |   | 2008         |   |   | 2007         |   |   | August 31, 2008     |  
|                                         |   |              |   |   |              |   |   |                     |  
|Revenues                                 | $ | ---          |   | $ | ---          |   | $ | ---                 |  
|                                         |   |              |   |   |              |   |   |                     |  
|Expenses                                 |   |              |   |   |              |   |   |                     |  
|Acquisition of mineral property interest |   | ---          |   |   | ---          |   |   | 4,242               |  
|Mineral property exploration             |   | 20,083       |   |   | ---          |   |   | 20,083              |  
|Loss on foreign exchange                 |   | 2            |   |   | ---          |   |   | 91                  |  
|Professional fees                        |   | 675          |   |   | 6,000        |   |   | 19,457              |  
|Communications expense                   |   | 1,290        |   |   | ---          |   |   | 3,246               |  
|Office expenses                          |   | 1,150        |   |   | 41           |   |   | 4,630               |  
|Travel and entertainment                 |   | 2,460        |   |   | 792          |   |   | 5,101               |  
|Filing fees                              |   | 1,559        |   |   | ---          |   |   | 3,258               |  
|Other services                           |   | ---          |   |   | ---          |   |   | 50                  |  
|                                         |   |              |   |   |              |   |   |                     |  
|Total expenses                           |   | 27,219       |   |   | 6,833        |   |   | 60,158              |  
|                                         |   |              |   |   |              |   |   |                     |  
|Net loss                                 | $ | (27,219      | ) | $ | (6,833       | ) | $ | (60,158             | )
|                                         |   |              |   |   |              |   |   |                     |  
|Basic and diluted loss per common share  | $ | (0.004       | ) | $ | (0.001       | ) | $ | (0.009              | )
|                                         |   |              |   |   |              |   |   |                     |  
|Weighted average number of common shares |   |              |   |   |              |   |   |                     |  
|used in per share calculations           |   | 6,900,000    |   |   | 6,900,000    |   |   | 6,900,000           |  

See accompanying notes to financial statements

---

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

|                              |  |             |  |   |        |  |   |            |  |  |               |   |  | Deficit     |   |  |               |  
|----------------------------- |  | ----------- |  | - | ------ |  | - | ---------- |  |  | ------------- | - |  | ----------- | - |  | ------------- | -
|                              |  |             |  |   |        |  |   |            |  |  |               |   |  | accumulated |   |  |               |  
|                              |  | Common      |  |   |        |  |   | Additional |  |  | Other         |   |  | during the  |   |  | Total         |  
|                              |  | shares      |  |   | Common |  |   | paid-in    |  |  | Comprehensive |   |  | exploration |   |  | stockholders' |  
|                              |  | outstanding |  |   | stock  |  |   | capital    |  |  | Loss          |   |  | stage       |   |  | equity        |  
|Common shares issued for      |  |             |  |   |        |  |   |            |  |  |               |   |  |             |   |  |               |  
|cash                          |  | 6,900,000   |  |   | 6,900  |  |   | 8,100      |  |  | ---           |   |  | ---         |   |  | 15,000        |  
|Contributed services          |  | ---         |  |   | ---    |  |   | 50         |  |  | ---           |   |  | ---         |   |  | 50            |  
|Currency exchange loss        |  | ---         |  |   | ---    |  |   | ---        |  |  | (222          | ) |  | ---         |   |  | (222          | )
|Net loss for the period       |  |             |  |   |        |  |   |            |  |  |               |   |  |             |   |  |               |  
|April 11, 2006 (inception)    |  |             |  |   |        |  |   |            |  |  |               |   |  |             |   |  |               |  
|to May 31, 2007               |  | ---         |  |   | ---    |  |   | ---        |  |  | ---           |   |  | (14,774     | ) |  | (14,774       | )
|BALANCE, MAY 31, 2007         |  | 6,900,000   |  |   | 6,900  |  |   | 8,150      |  |  | (222          | ) |  | (14,774     | ) |  | 54            |  
|Net los for the year          |  |             |  |   |        |  |   |            |  |  |               |   |  | (18,165     | ) |  | (18,165       | )
|BALANCE, MAY 31, 2008         |  | 6,900,000   |  | $ | 6,900  |  | $ | 8,150      |  |  | (222          | ) |  | (32,939     | ) |  | (18,111       | )
|Net loss for the three months |  |             |  |   |        |  |   |            |  |  |               |   |  |             |   |  |               |  
|period ended August 31, 2008  |  | ---         |  |   | ---    |  |   | ---        |  |  | ---           |   |  | (27,219     | ) |  | (27,219       | )
|BALANCE, AUGUST 31, 2008      |  | 6,900,000   |  |   | 6,900  |  |   | 8,150      |  |  | (222          | ) |  | (60,158     | ) |  | (45,330       | )

See accompanying notes to financial statements

---

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

|                                                                    |   |                 |   |   |                 |   |   | For the period      |  
|------------------------------------------------------------------- | - | --------------- | - | - | --------------- | - | - | ------------------- | -
|                                                                    |   |                 |   |   |                 |   |   | October 19, 2006    |  
|                                                                    |   | Three months    |   |   | Three months    |   |   | (date of inception) |  
|                                                                    |   | ended           |   |   | ended           |   |   | through             |  
|                                                                    |   | August 31, 2008 |   |   | August 31, 2007 |   |   | August 31, 2008     |  
|                                                                    |   |                 |   |   |                 |   |   |                     |  
|Cash flows used for operating activities                            |   |                 |   |   |                 |   |   |                     |  
|Net loss                                                            | $ | (27,219         | ) | $ | (6,833          | ) | $ | (60,158             | )
|Adjustments to reconcile net loss to net cash
      provided        |   |                 |   |   |                 |   |   |                     |  
|by operating activities:                                            |   |                 |   |   |                 |   |   |                     |  
|Contributed services                                                |   | 0               |   |   | 0               |   |   | 50                  |  
|Other comprehensive loss                                            |   | 0               |   |   | 0               |   |   | (222                | )
|Changes in operating assets and liabilities                         |   |                 |   |   |                 |   |   |                     |  
|Increase (decrease) in prepaid expenses                             |   | 4               |   |   | 0               |   |   | (591                | )
|Increase (decrease) in
      accounts payable & accrued liabilities |   | (2,325          | ) |   | (5,000          | ) |   | 4,575               |  
|                                                                    |   |                 |   |   |                 |   |   |                     |  
|Cash flows used for operating activities                            |   | (29,540         | ) |   | (11,833         | ) |   | (56,346             | )
|                                                                    |   |                 |   |   |                 |   |   |                     |  
|Cash flows from financing activities                                |   |                 |   |   |                 |   |   |                     |  
|Advances (repayments) from (to) related
      party                 |   | (13,000         | ) |   | 10,000          |   |   | 0                   |  
|Share Subscriptions                                                 |   | 0               |   |   | 0               |   |   | 0                   |  
|Contingent Liabilities - share subscriptions
      received         |   | 4,750           |   |   | 0               |   |   | 46,250              |  
|Proceeds from issuance
      of common stock                        |   | 0               |   |   | 0               |   |   | 15,000              |  
|                                                                    |   |                 |   |   |                 |   |   |                     |  
|Cash flows from financing activities                                |   | (8,250          | ) |   | 10,000          |   |   | 61,250              |  
|                                                                    |   |                 |   |   |                 |   |   |                     |  
|Increase in cash and cash equivalents                               |   | (37,790         | ) |   | (1,833          | ) |   | 4,904               |  
|                                                                    |   |                 |   |   |                 |   |   |                     |  
|Cash and cash equivalents - Beginning of period                     |   | 42,694          |   |   | 8,054           |   |   | 0                   |  
|                                                                    |   |                 |   |   |                 |   |   |                     |  
|Cash and cash equivalents - End of period                           | $ | 4,904           |   | $ | 6,221           |   | $ | 4,904               |  
|                                                                    |   |                 |   |   |                 |   |   |                     |  
|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
|AUGUST 31, 2008                  

Note 1  Nature of Operations

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

The Company is an exploration stage company as defined
  in the Securities and Exchange Commission Industry Guide 7, and is subject to
  compliance with Statement of Financial Accounting Standards No. 7 (SFAS No.
  7), Accounting and Reporting by Development Stage Companies.
  The Company is devoting its resources to establishing the new business, and
  its planned operations have not yet commenced; accordingly, no revenues have
  been earned during the period from April 11, 2006 (date of inception) to August
  31, 2008.

Note 2  Basis of Presentation and Going Concern

The Companys accounting and reporting policies conform
  to accounting principles generally accepted in the United States of America
  applicable to exploration stage enterprises.

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

The Companys financial statements at August 31, 2008 and
  for the three months ended August 31, 2008 have been prepared on a going concern
  basis, which contemplates the realization of assets and settlement of liabilities
  and commitments in the normal course of business. The Company incurred a loss
  of $27,219 for the three month period ended August 31, 2008 and a loss of $60,158
  for the period from April 11, 2006 (date of inception) through August 31, 2008.
  In addition, the Company has not generated any revenues, no revenues are anticipated
  until we begin removing and selling gold, and there is no assurance that a commercially
  viable deposit exists on the mineral claims that we have under option. These
  conditions raise substantial doubt as to the Companys ability to continue
  as a going concern.

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

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

Note 3  Summary of Significant Accounting Policies

Cash and cash equivalents

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

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|AUGUST 31, 2008                  

Mining exploration costs

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

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

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

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

Reclamation costs

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

The Health, Safety and Reclamation Code (the Code)
  for mines in British Columbia deals with environmental matters relating to the
  exploration of mining properties. The Codes goals are to protect the environment
  through a series of regulations affecting health, safety, archaeological sites
  and exploration access. The Company is responsible to provide a safe working
  environment, not disrupt archaeological sites, and to conduct its activities
  to prevent unnecessary damage to the property. Upon abandonment of the property,
  all holes, pits and shafts will be sealed.

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

Use of estimates

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

Fair value of financial instruments and derivative financial
  instruments

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
|AUGUST 31, 2008                  

The Company does not hold or issue financial instruments for
  trading purposes, nor does it utilize derivative instruments in the management
  of foreign exchange, commodity price, or interest rate market risks.

Income taxes

The Company has adopted SFAS no 109, Accounting for
  Income Taxesas of inception. The Company recognizes deferred tax
  assets and liabilities based on differences between the financial reporting
  and tax bases of assets and liabilities using the enacted tax rates and laws
  that are expected to be in effect when the differences are expected to be recovered.
  The Company provides a valuation allowance for deferred tax assets for which
  it does not consider realization of such assets to be more likely than not.

Basic and diluted net loss per share

The Company computes net income (loss) per share in accordance
  with SFAS No. 128 Earnings per Share. The basic net loss
  per common share is computed by dividing the net loss by the weighted average
  number of common shares outstanding. Diluted net loss per share gives effect
  to all dilutive potential common shares outstanding during the period using
  the as if converted basis. For the three month period ended August
  31, 2008 and for the period April 11, 2006 (date of inception) through August
  31, 2008 there were no potential dilutive securities.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company
  to concentrations of credit risk, consist of cash and cash equivalents. The
  Company places its cash with high quality financial institutions and at times
  may exceed the FDIC $100,000 insurance limit

Special purpose entities

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

Impairment or Disposal of Long-Lived Assets

In August 2001, FASB issued Statement No. 144, Accounting
  for the Impairment or Disposal of Long-Lived Assets (FAS 144).
  FAS 144 clarifies the accounting for the impairment of long-lived assets and
  for long-lived assets to be disposed of, including the disposal of business
  segments and major lines of business. Long-lived assets are reviewed when facts
  and circumstances indicate that the carrying value of the asset may not be recoverable.
  When necessary, impaired assets are written down to their estimated fair value
  based on the best information available.

Stock Based Compensation

The Company accounts for its stock-based compensation in accordance
  with SFAS No. 123R, Share-Based Payment, an Amendment of FASB Statement
  No. 123. The Company recognizes in the statement of operations the grant-date
  fair value of stock options and other equity-based compensation issued to employees
  and non-employees. The Company did not grant any new employee options and no
  options were cancelled or exercised during the quarter ended August 31, 2008.
  As of August 31, 2008, there were no options outstanding.

Business segments

SFAS No. 131 Disclosures About Segments of an Enterprise
  and Related Information establishes standards for the way that public
  companies report information about operating segments in annual financial statements
  and requires reporting of selected information about operating segments in interim
  financial statements issued to the public. It also establishes standards for
  disclosures regarding products and services, geographic areas and major

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|AUGUST 31, 2008                  

customers. The Company has evaluated the requirements of SFAS
  No. 131, and has determined that it is not applicable.

Start-up expenses

The Company has adopted Statement of Position No. 98-5, Reporting
  the Costs of Start-up Activities, which requires that costs associated
  with start-up activities be expensed as incurred. Accordingly, start-up costs
  associated with the Companys formation have been included in the Companys
  general and administrative expenses for the period from April 11, 2006 (date
  of inception) through August 31, 2008.

Foreign currency translation

The Companys functional and reporting currency is the
  United States dollar. The financial statements of the Company are translated
  to United States dollars in accordance with SFAS No. 52, Foreign Currency
  Translation. Monetary assets and liabilities denominated in foreign
  currencies are translated using the exchange rate prevailing at the balance
  sheet date. Gains and losses arising on translation or settlement of foreign
  currency denominated transactions or balances are included in the determination
  of income.

Recently issued accounting pronouncements

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

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

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

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|AUGUST 31, 2008                  

FASB Interpretation No. 48, Accounting for Uncertainty
  in Income Taxes, an interpretation of FASB Statement No.109 . Interpretation
  48 prescribes a recognition threshold and a measurement attribute for the financial
  statement recognition and measurement of a tax position taken or expected to
  be taken in a tax return. Benefits from tax positions should be recognized in
  the financial statements only when it is more likely than not that the tax position
  will be sustained upon examination by the appropriate taxing authority that
  would have full knowledge of all relevant information. The amount of tax benefits
  to be recognized for a tax position that meets the more-likely-than-not recognition
  threshold is measured as the largest amount of benefit that is greater than
  fifty percent likely of being realized upon ultimate settlement. Tax benefits
  relating to tax positions that previously failed to meet the more-likely-than-not
  recognition threshold should be recognized in the first subsequent financial
  reporting period in which that threshold is met or certain other events have
  occurred. Previously recognized tax benefits relating to tax positions that
  no longer meet the more-likely-than-not recognition threshold should be derecognized
  in the first subsequent financial reporting period in which that threshold is
  no longer met. Interpretation 48 also provides guidance on the accounting for
  and disclosure of tax reserves for unrecognized tax benefits, interest and penalties
  and accounting in interim periods. Interpretation 48 is effective for fiscal
  years beginning after December 15, 2006. The change in net assets as a result
  of applying this pronouncement will be a change in accounting principle with
  the cumulative effect of the change required to be treated as an adjustment
  to the opening balance of retained earnings on January 1, 2007, except in certain
  cases involving uncertainties relating to income taxes in purchase business
  combinations. In such instances, the impact of the adoption of Interpretation
  48 will result in an adjustment to goodwill. The adoption of this standard had
  no material impact on the Companys financial statements.

Note 4  Common stock transactions

Activity for the period April 11, 2006 (date of inception) to
  May 31, 2006
            On April 20, 2006 the
  Company issued 6,000,000 shares of common stock to its founder for $6,000.

Activity for the period June 1, 2006 to May 31, 2007
            On November 30, 2006,
  the Company issued 900,000 shares for cash of $9,000.

Activity for the period June 1, 2007 to May 31, 2008 
            No shares were issued
  during this period.

Activity for the period June 01, 2008 to August 31, 2008 
            No shares were issued
  during this period

Note 5  Related party transactions

Officers contributed administrative services to the Company for
  certain periods to August 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.

The Company issued a total of 6,000,000 shares of its restricted
  common stock to its director for $6,000 ($.001 per share) as founder shares.
  (Note 4)

As of August 31, 2008, the amount due to a related party consisting
  of a $13,000 advance from the Companys officer and director had been repaid
  in full. The balance was non-interest bearing, unsecured and had no fixed terms
  of repayment.

Note 6  Commitments

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

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|AUGUST 31, 2008                  

August 31, 2009. In the event that the results of the development
  phases are unfavorable, the Company will terminate the option and will not be
  obligated to make any subsequent payments.

Upon exercise of the option, the Company is required to pay the
  owner, commencing August 31, 2010, the sum of $21,500 per annum, as prepayment
  of the net smelter royalty.

Note 7  Income taxes

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

Note 8  Contingent Liability

During June, 2008, the Company received $4,750 in share subscriptions
  for 95,000 common shares at a price of $0.05 per share subscribed for under
  the Companys SB-2. In addition, during May, 2008, the Company received
  $41,500 in share subscriptions for 830,000 shares at a price of $0.05 per share
  subscribed for under the Companys SB-2. All of the shares so issued were
  inadvertently sold prior to the declaration of an effective date for the Companys
  SB-2 registration statement filed on October 04, 2007. All of the subscribers
  have been informed of this situation and have agreed to rescind their subscription.
  As a result, the Company will refund all associated monies and has canceled
  all associated common shares. All of the related consideration is therefore
  shown on the August 31, 2008 financial statements as a contingent liability.

Note 9  Registration Statement

On October 04, 2007 the Company filed a Form SB-2 registration
  statement with the Securities and Exchange Commission. The Corporation is offering
  up to 2,000,000 shares of its common stock at a price of $.05 per share.

---

2

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

Cautionary Statement Regarding Forward-Looking
Statements

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

In some cases, you can also identify forward-looking statements
by terminology such as may, will, should, plans, predicts, potential
or continue or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors", that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.

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

General Information

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

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

Theron is an exploration stage company. There is no assurance
that commercially viable mineral deposits exist on the claim that we have under
option. Further exploration will be required before a final evaluation as to the
economic and legal feasibility of the claim is determined.

Glossary of Exploration Terms

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

|Development   | Preparation of a mineral deposit for commercial
      production, including installation of plant and machinery and the
      construction of all related facilities. The development of a mineral
      deposit can onlybe made after a commercially viable mineral
      deposit, a reserve, has been appropriately evaluated as economically and
      legally feasible.
|------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                                                                                                                                                                                                                            
|Diamond drill | A type of rotary drill in which the cutting is done by
      abrasion rather than percussion. The cutting bit is set with diamonds and
      is attached to the end of long hollow rods through which water is pumped
      to the cutting face. The drill cuts a core of rock, which is recovered in
      long cylindrical sections an inch or more in diameter.         
|              |                                                                                                                                                                                                                                                                                                                                                                            
|Exploration   | Prospecting, trenching, mapping, sampling, geochemistry,
      geophysics, diamond drilling and other work involved in searching for
      mineral bodies.                                                                                                                                                                                                                 

---

3

|Geochemistry    | Broadly defined as all parts of geology that involve
      chemical changes or narrowly defined as the distribution of the elements
      in the earths crust; the distribution and migration of the individual
      elements in the various parts of the earth.                                                                 
|--------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |                                                                                                                                                                                                                                                                                                                                    
|Geology         | The science that deals with the history of the earth and
      its life especially as recorded in the rocks; a chronological account of
      the events in the earths history.                                                                                                                                                   
|                |                                                                                                                                                                                                                                                                                                                                    
|Geophysics      | The science of the earth with respect to its structure,
      components and development.                                                                                                                                                                                                                                          
|                |                                                                                                                                                                                                                                                                                                                                    
|Mineral         | A naturally occurring inorganic element or compound
      having an orderly internal structure and characteristic chemical
      composition, crystal form and physical properties.                                                                                                                                                
|                |                                                                                                                                                                                                                                                                                                                                    
|Mineral Reserve | A mineral reserve is that part of a mineral deposit which
      could be economically and legally extracted or produced at the time of the
      reserve determination.                                                                                                                                                            
|                |                                                                                                                                                                                                                                                                                                                                    
|Mineralization  | Rock containing an undetermined amount of minerals or
      metals.                                                                                                                                                                                                                                                                
|                |                                                                                                                                                                                                                                                                                                                                    
|Oxide           | Mineralized rock in which some of the original minerals,
      usually sulphide, have been oxidized. Oxidation tends to make the mineral
      more porous and permits a more complete permeation of cyanide solutions so
      that minute particles of gold in the interior of the minerals will be more
      readily dissolved.

Foreign Currency and Exchange Rates

Dollar costs of 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 $1.00 or CA $1.00 being approximately equal to US
$1.00 which is the approximate average exchange rate during recent months and
which is consistent with the incorporated financial statements.

|                                                                                                                                                                                                                                                                                                                       
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                       
|THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS
      AND FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING
      AUGUST 31, 2008 SHOULD BE READ IN CONJUNCTION WITH THE
      CORPORATIONS CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE
      NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-Q.

Overview

We were incorporated in the State of Wyoming on April 11, 2006
as Theron Resource Group and established a fiscal year end of May 31. Our
statutory registered agent's office is located at 1620 Central Avenue, Suite
202, Cheyenne, Wyoming 82001 and our business office is located at 1596 Gulf
Road, No. 34, Point Roberts, Washington 98281. Our telephone number is (888)
755-9766. There have been no material reclassifications, mergers, consolidations
or purchases or sales of any significant amount of assets not in the ordinary
course of business since the date of incorporation. We are a start-up,
exploration stage company engaged in the search for gold and related minerals.
There is no assurance that a commercially viable mineral deposit, a reserve,
exists in our claim or can be shown to exist until sufficient and appropriate
exploration is done and a comprehensive evaluation of such work concludes
economic and legal feasibility.

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

| | 1. | Theron must incur exploration expenditures on the claims
      of a minimum of $20,000, by August 31, 2008; paid but the work has not yet
      commenced;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

---

4

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

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

To date we have advanced $20,000 for the implementation of
phase I of the planned exploration program which has not yet commenced as of the
date of this report; we have not spent any money on research and development
activities. Information about the claims was presented to Mr. Satchwell for
review without any contractual obligations.

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

Our Proposed Exploration Program  Plan of Operation

Our business plan is to proceed with the initial exploration of
the George property to determine if there are commercially exploitable deposits
of gold and silver. We do not claim to have any ores or reserves whatsoever at
this time on our optioned property.

Physiography, Location and Access

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

Previous Work

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

Phase 1 will begin by establishing a base line grid with
25-meter stations and cross lines run every 50 meters for 100 meters each side
of the baseline. We will then relate previous ground and airborne
electromagnetic surveys over the grid. Samples taken from various locations will
be tested for traces of gold, silver, lead, copper, zinc, iron and other metals;
however, our primary focus is the search for gold and silver. We will then
compare the relative concentrations of gold, silver, lead and other indicator
metals in samples so the results from different samples can be compared in a
more precise manner and plotted on a map to evaluate their significance. These
surveys will require up to three weeks for the base work and an additional three
to four months for analysis, evaluation of the results of the work and the
preparation of a report on the work accomplished.

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

Phase I may require up to three weeks for the base work and an
additional three to four months for analysis, evaluation of the work completed
and the preparation of a report and will bear an estimated total cost of
$20,000. Costs for phase I are made up of wages, fees, grid materials,
transportation, geological and geochemical supplies, assaying, camp equipment
and operation costs. It is our intention to carry the work

---

5

out in 2008, predicated on completion of the offering described
in this registration statement. We will assess the results of this program upon
receipt of an appropriate engineering or geological report.

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

Phase I of the work program will
establish a grid, complete general prospecting and geological mapping of the
property as well as provide a report on the work accomplished with specific
recommendations for the future at a total cost of $20,000:

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

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

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

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

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

February 1, to May 31, 2009  we expect
to have the report on phase I of the exploration program in hand by mid January,
2009 and will then be in a position to determine what the next step will be in
the development of our business plan. If the report is favourable and advises
that we proceed to phase II of the exploration program, we will then have to
determine how we can raise the funds required for the second phase which are
currently estimated at $40,000. If the report advises abandoning the claims as
having little or no value, we will terminate the option and cease functioning.
Various options will be reviewed as to funding  public financing, private
funding, loans or possible joint venture opportunities. Each will have to be
evaluated for merit, cost and the most favourable basis for Theron and its
shareholders. This process will require from four to eight weeks to
complete.

Phase II will not be carried out until 2009 and will be
contingent upon favourable results from phase I and specific recommendations of
a professional engineer or geologist based on those results. Favourable results
would mean that an engineer, geologist or other recognized professional reported
that there is a strong likelihood of value being added to the claims by
completing the next phase of exploration, makes a formal written recommendation
that we proceed to the next phase of exploration, a resolution is approved by
the Board of Directors indicating such work should proceed and that it is
feasible to finance the next phase of the exploration. Phase II will be directed
towards trenching selected areas and may require up to three weeks work; costs
will be approximately $40,000 comprised of wages, fees, camp, trenching, assays
and related. The cost estimate is based on local costs for the specified type of
work. A further three to four months may be required for analysis, evaluation of
the work accomplished and the preparation of a report.

Employees

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

---

6

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

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

Offices

Our offices are located at 1596 Gulf Road, No. 34, Point
Roberts, Washington 98281. Currently, these facilities are provided to us by
Jerry R. Satchwell, a director and officer, without charge, but such arrangement
may be cancelled at anytime without notice. As our business activities progress,
we anticipate that we will be required to pay a pro rata share of the rent
incurred for the facilities that we occupy. Specific direct expenses incurred
such as telephone and secretarial services are charged back to Theron.

Risks

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

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

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

Results of Operations

Theron was incorporated on April 11, 2006; comparative periods
for the three months ended August 31, 2008, August 31, 2007 and April 11, 2006
(inception) through August 31, 2008 are presented in the following
discussion.

Since inception, we have used our common stock and loans or
advances from our director to raise money for our optioned acquisition and for
corporate expenses. Net cash provided by financing activities (less offering
costs) from inception on April 11, 2006 to August 31, 2008 was $28,000 ($15,000
as a result of proceeds received from sales of our common stock and $13,000
advanced without terms of repayment by a related party).

The Corporation did not generate any revenues from operations
for the quarter ended August 31, 2008. To date, we have not generated any
revenues from our mineral exploration business.

---

7

REVENUES

REVENUE  Gross revenue for the quarter ended August 31, 2008
was $0 and $0 for the same period in the previous fiscal year.

COMMON STOCK Net cash provided by financing activities during
the quarter ended August 31, 2008 was negative $4,750 as compared to $10,000
received for the quarter ended August 31, 2007 and $61,250 received for the
period from inception on April 11, 2006 through to and including August 31,
2008. No options or warrants were issued to issue shares at a later date in the
most recent quarter. During the current quarter we repaid an advance to a
related party in the amount of $13,000.

During the current quarter under review, we issued 95,000
shares of unrestricted common stock at a price of $0.05 for cash consideration
of $4,700 to three (3) individuals. Between May 01 and July 20, 2008 2,000,000
shares of unrestricted common stock were ostensibly acquired at a price of $0.05
per share for cash consideration of $100,000 to thirty-three (33) individuals.
We inadvertently sold the shares prior to the declaration of an effective date
for our SB-2 registration statement filed on October 11, 2008. All of the
subscribers have been informed of this situation and have agreed to rescind
their subscription. As a result, we will refund all associated monies and have
cancelled all associated common shares. All of the related consideration is
therefore shown on the August 31, 2008 financial statements as a contingent
liability.

EXPENSES

Expense Item
    For the quarter ended
      August 31, 2008
    For the quarter ended
      August 31, 2007
    April 11, 2006 (Inception)
      thru August 31, 2008Acquisition of
      mineral property interest
    $ ---
    $ ---
    $ 4,242Mineral property
      exploration
    20,083
    ---
    20,083Loss on foreign
      exchange
    2
    ---
    91Professional fees
    675
    6,000
    19,457Communications
      expense
    1,290
    ---
    3,246Office expenses
    1,150
    41
    4,630Travel and
      entertainment
    2,460
    792
    5,101Filing fees
    1,559
    ---
    3,258Other services
    ---
    ---
    50TOTAL
    $27,219
    $6,833
    $60,158


SUMMARY  Total expenses for the quarter ended August 31, 2008
amounted to $27,219 while $6,833 was spent in the similar period ended August
31, 2007. A total of $60,158 in expenses has been incurred since inception on
April 11, 2006 through August 31, 2008. 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.

CONTRIBUTED EXPENSES: No contributed expenses were incurred for
the quarter ended August 31, 2008 or August 31, 2007. $50 was incurred in the
period from inception on April 11, 2006 to August 31, 2008. All contributed
expenses are reported as contributed costs with a corresponding credit to
additional paid-in capital.

PROFESSIONAL FEES: $675 in professional fees were incurred for
the quarter ended August 31, 2008 while $6,000 was spent in the similar period
ended August 31, 2007. From inception to April 11, 2006, we have incurred
$19,457 in professional fees mainly spent on legal and accounting matters. This
cost category will vary in spending depending on the legal and accounting
activities of the Corporation.

COMPENSATION: No compensation costs were incurred for the
quarters ended August 31, 2008 or August 31, 2007 and no direct compensation
costs have been incurred since inception.

---

8

OFFICE EXPENSES: $1,150 was expended on the office for the
quarter ended August 31, 2008 while $41 was spent in the similar period ended
August 31, 2007. From April 11, 2006 (inception) through August 31, 2008 a total
of $4,630 has been spent on office related expenses.

TRAVEL, ENTERTAINMENT AND MEAL EXPENSES: $2,460 in travel,
entertainment or meal expenses were incurred for the quarter ended August 31,
2008 and $792 was expended in the similar period last year. For the period April
11, 2006 (inception) through August 31, 2008 a total of $5,101 has been spent on
this category.

COMMUNICATIONS EXPENSES: $1,290 in communications costs were
incurred in the most recent three month period ended on August 31, 2008 and $0
(nil) for the similar period ended August 31, 2007. From April 11, 2006
(inception) through August 31, 2008 $3,246 has been spent on communication costs
related to establishing our business.

FILING FEES: $1,559 in filing fees was incurred for the quarter
ended August 31, 2008 and $0 (nil) was spent in the quarter ended August 31,
2007. For the period April 11, 2006 (inception) through August 31, 2008, Theron
has spent $3,258 on filing and related fees. This cost category will change
depending on the frequency of filings with the SEC and other regulatory
bodies.

MINERAL PROPERTY ACQUISITION COSTS: No mineral property
acquisition costs were incurred in the current periods under review. From April
11, 2006 (inception) through August 31, 2008 Theron has spent a total of $4,242
on mineral property acquisition expenses.

MINERAL PROPERTY EXPLORATION COSTS: Theron advanced $20,083
during the current quarter for the first phase of the planned exploration
program on our optioned mineral claims. No such costs had previously been
incurred. From April 11, 2006 (inception) through August 31, 2008 we have spent
$20,083 on mineral property exploration expenses.

OTHER GENERAL AND ADMINISTRATIVE COSTS: $2 in other costs
have been expensed for the quarter ended August 31, 2008 and none were incurred
for the similar period ended August 31, 2007. From April 11, 2006 (inception)
through August 31, 2008, we have expended $91 on other or miscellaneous expenses
or services generally related to losses on currency exchange.

NET CASH USED IN OPERATING ACTIVITIES: For the quarter ended
August 31, 2008, $29,540 in net cash was used and for the quarter ended August
31, 2007 the amount was $11,833. We have used $56,346 in net cash from Inception
on April 11, 2006 to August 31, 2008.

INCOME TAX PROVISION: As a result of operating losses, there
has been no provision for the payment of income taxes to date in 2008 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
6,900,000 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 engages personnel through outside consulting contracts or
agreements or other such arrangements, including for legal, accounting and
technical consultants.

Plan of Operation

Theron believes we can satisfy our cash requirements for the
current fiscal year end of May 31, 2009 with available cash on hand and the
proceeds of our SB-2 offering which is expected to raise between $50,000 and
$100,000. As of August 31, 2008, we had a deficit of $45,330 in unallocated
working capital.

For the balance of the current fiscal year to May 31, 2009 we
will concentrate our efforts on completing the IPO as described in the SB-2
registration statement dated October 4, 2007 and then commence the phase I work
program on the optioned mineral property. Following industry trends and demands,
we are also

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9

considering the acquisition of other properties and projects of
merit. In either situation, a new public offering would be needed and completed
during a subsequent period.

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

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 2008  2009. Management projects that
we will require a total of up to $150,000 to fund ongoing operating expenses and
working capital requirements for the next twelve months, broken down as
follows:

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


As at August 31, 2008, we had a working capital deficit of
$45,330. 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, 2008, our independent auditors included an
explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosures
describing the circumstances that lead to this disclosure by our independent
auditors.

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

There are no assurances that we will be able to obtain further
funds required for continued operations. We are pursuing various financing
alternatives to meet immediate and long-term financial requirements. There can
be no assurance that additional financing will be available to us when needed
or, if available, that it can be obtained on commercially reasonable terms. If
we are not able to obtain the additional financing on a timely basis, we will
not be able to meet our obligations as they become due.

Liquidity and Capital Resources

As of end of the last quarter on August 31, 2008, 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 August 31, 2008 was $61,250 as a
result of gross proceeds received from sales of our common stock of $15,000
(less offering costs), a $13,000 advance from a related party and the
inadvertent receipt of $46,250 from sales of our common stock which were sold
prior to an effective date for our SB-2 registration statement and which now is
indicated on our balance sheets as a contingent liability. 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 5 placees.

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10

As of August 31, 2008 our total assets consisting entirely of
cash and prepaid expenses amounted to $5,495 and total liabilities were $50,825.
Working capital stood at negative $45,330.

For the three months ended August 31, 2008 the net loss was
$27,219 ($0.004 per share). The loss per share was based on a weighted average
of 6,900,000 common shares outstanding. The net loss from Inception to August
31, 2008 is $60,158.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
August 31, 2008. Inflation is moderately higher than it was during 2007 but the
actual rate of inflation is not material and is not considered a factor in our
contemplated capital expenditure program.

Item 3. Controls and Procedures

A. Disclosure

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

B. Internal Control over Financial Reporting

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

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

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

|                           
|---------------------------
|                           
|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 6,900,000 shares of common stock issued and
outstanding as of August 31, and October 10, 2008. Of these shares,
approximately 6,000,000 shares are held by an affiliate of the Corporation; some
of those shares can be resold in compliance with the limitations of Rule 144 as
adopted by the Securities Act of 1933, as amended.

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11

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

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

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

Item 5. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on
April 11, 2006 to August 31, 2008 was $61,250 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
    20,083Professional Fees
    19,457Communications
      Expenses
    3,246Office Expenses
    4,751Travel,
      Entertainment and Meals
    5,101Filing Fees
    3,258Other Costs and
      Services
    0Total Use of Proceeds to August 31, 2008
    $60,108


Common Stock

During the quarter ended August 31, 2008, no shares of common
stock were issued. As of August 31 and October 10, 2008 there were 6,900,000
shares issued and outstanding. See also page 7  Results of Operations / Revenue
/ Common Shares.

Options

No options were granted during the three-month period ending
August 31, 2008.

Code of Ethics

The Board of Directors on _____ __, 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 of Business Conduct
and Ethics is available upon written request by any person without charge. To
obtain a copy, an interested party should contact our offices by telephone at
(888) 755-9766 or write 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.

Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K filed during the quarter ended August 31,
2008: NONE

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12

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

SIGNATURES

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

Theron Resource Group(Registrant)

| | Date: October 14, 2008                                                                    
| | ------------------------------------------------------------------------------------------
| |                                                                                           
| |                                                                                           
| | BY:/s/ Jerry R.
      Satchwell                                                          
| |                                                                                           
| |                                                                                           
| | Jerry R. Satchwell,
      President, Chief Executive Officer, Principal Executive Officer,
| |                                                                                           
| |                                                                                           

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