---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended NOVEMBER 30, 2009

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

For the transition period from _______ to _______

Commission file number: 333-146518

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

|Wyoming                                          | 26-0665325                          
|------------------------------------------------ | ------------------------------------
|(State or 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: 7,900,000
shares of Common Stock as of the date of this periodic report.

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

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

---

Theron Resource Group 
  (an Exploration Stage Company) 
  Balance Sheets 
  November 30, 2009

|                                                       |   |                   |  |   |                   |  |   |              | 
|------------------------------------------------------ | - | ----------------- |  | - | ----------------- |  | - | ------------ | 
|                                                       |   | Six Months        |  |   | Six Months        |  |   |              | 
|                                                       |   | ended             |  |   | ended             |  |   |              | 
|                                                       |   | November 30, 2009 |  |   | November 30, 2008 |  |   | May 31, 2009 | 
|                                                       |   | (Unaudited)       |  |   | (Unaudited)       |  |   | (Audited)    | 
|Assets                                                 |   |                   |  |   |                   |  |   |              | 
|                                                       |   |                   |  |   |                   |  |   |              | 
|Current assets                                         |   |                   |  |   |                   |  |   |              | 
|Cash and cash equivalents                              | $ | 5,804             |  | $ | 2,007             |  | $ | 405          | 
|Subscription Receivable                                |   | 0                 |  |   | 2,500             |  |   | 0            | 
|Prepaid expenses                                       |   | 0                 |  |   | 31                |  |   | 0            | 
|                                                       |   |                   |  |   |                   |  |   |              | 
|Total Assets                                           |   | 5,804             |  |   | 4,538             |  |   | 405          | 
|                                                       |   |                   |  |   |                   |  |   |              | 
|Liabilities and Stockholders' Equity                   |   |                   |  |   |                   |  |   |              | 
|                                                       |   |                   |  |   |                   |  |   |              | 
|Current liabilities                                    |   |                   |  |   |                   |  |   |              | 
|Accounts Payable and accrued
      liabilities         |   | 1,150             |  |   | 2,180             |  |   | 3,350        | 
|Due to related party                                   |   | 16,000            |  |   | 0                 |  |   | 1,000        | 
|                                                       |   |                   |  |   |                   |  |   |              | 
|Total liabilities                                      |   | 17,150            |  |   | 2,180             |  |   | 4,350        | 
|                                                       |   |                   |  |   |                   |  |   |              | 
|Common Stock subject to Rescission (Note 5)            |   | 0                 |  |   | 50,000            |  |   | 0            | 
|                                                       |   |                   |  |   |                   |  |   |              | 
|                                                       |   |                   |  |   |                   |  |   |              | 
|Stockholders' equity                                   |   |                   |  |   |                   |  |   |              | 
|Common stock, 500,000,000 shares authorized,           |   |                   |  |   |                   |  |   |              | 
|par value
      $0.001, 7,900,000 shares issued and    |   |                   |  |   |                   |  |   |              | 
|outstanding                                            |   | 7,900             |  |   | 6,900             |  |   | 7,900        | 
|Additional paid-in capital                             |   | 57,150            |  |   | 8,150             |  |   | 57,150       | 
|Other comprehensive loss                               |   | -222              |  |   | -222              |  |   | -222         | 
|Deficit accumulated during
      the exploration stage |   | -76,174           |  |   | -62,470           |  |   | -68,773      | 
|Total stockholders'
      equity                       |   | -11,346           |  |   | -47,642           |  |   | -3,945       | 
|                                                       |   |                   |  |   |                   |  |   |              | 
|Total liabilities
      and stockholders' equity       | $ | 5,804             |  | $ | 4,538             |  | $ | 405          | 

See accompanying notes to financial statements

---

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

For the periodThree months
      
      
      Three months
      
      
      Three months
      
      
      Three months
      
      
      April 11, 2006ended
      
      
      ended
      
      
      ended
      
      
      ended
      
      
      (date of inception)November 30,
      
      
      November 30,
      
      
      November 30,
      
      
      November 30,
      
      
      through2009
      
      
      2008
      
      
      2009
      
      
      2008
      
      
      November 30, 2009Revenues
      $
      ---
      
      $
      ---
      
      $
      ---
      
      $
      ---
      
      $
      ---ExpensesAcquisition of mineral property interest
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      4,242Mineral property exploration
      
      ---
      
      
      ---
      
      
      ---
      
      
      20,082
      
      
      20,082Loss on foreign exchange
      
      1
      
      
      77
      
      
      1
      
      
      79
      
      
      90Professional fees
      
      1,049
      
      
      1,335
      
      
      2,158
      
      
      2,010
      
      
      26,883Communications expense
      
      ---
      
      
      ---
      
      
      ---
      
      
      1,290
      
      
      3,246Office expenses
      
      42
      
      
      116
      
      
      98
      
      
      1,267
      
      
      5,002Travel and entertainment
      
      ---
      
      
      ---
      
      
      ---
      
      
      2,460
      
      
      5,101Transfer agent
      
      4,000
      
      
      ---
      
      
      4,000
      
      
      ---
      
      
      4,000Filing fees
      
      1,023
      
      
      784
      
      
      1,144
      
      
      2,343
      
      
      7,478Other services
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      50Total expenses
      
      6,115
      
      
      2,312
      
      
      7,401
      
      
      29,531
      
      
      76,174Net loss
      $
      -6,115
      
      $
      -2,312
      
      $
      -7,401
      
      $
      -29,531
      
      $
      -76,174Basic and diluted loss per common share
      $
      (0.001
      )
      $
      (0.000
      )
      $
      (0.001
      )
      $
      (0.004
      )
      $Weighted average number of common sharesused in per share calculations
      
      7,900,000
      
      
      6,900,000
      
      
      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)

|                            |  |             |  |   |        |  |   |            |  |   |               |  |   | 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                        |  | 6,000,000   |  | $ | 6,000  |  | $ | ---        |  | $ | ---           |  | $ | ---         |  | $ | 6,000         | 
|                            |  |             |  |   |        |  |   |            |  |   |               |  |   |             |  |   |               | 
|Balance,May31,2006          |  | 6,000,000   |  |   | 6,000  |  |   | ---        |  |   | ---           |  |   | ---         |  |   | 6,000         | 
|                            |  |             |  |   |        |  |   |            |  |   |               |  |   |             |  |   |               | 
|Common shares issued for    |  |             |  |   |        |  |   |            |  |   |               |  |   |             |  |   |               | 
|cash                        |  | 900,000     |  |   | 900    |  |   | 8,100      |  |   | ---           |  |   | ---         |  |   | 9,000         | 
|                            |  |             |  |   |        |  |   |            |  |   |               |  |   |             |  |   |               | 
|Contributed services        |  | ---         |  |   | ---    |  |   | 50         |  |   | ---           |  |   | ---         |  |   | 50            | 
|                            |  |             |  |   |        |  |   |            |  |   |               |  |   |             |  |   |               | 
|Currency exchange loss      |  | ---         |  |   | ---    |  |   | ---        |  |   | -222          |  |   | ---         |  |   | -222          | 
|                            |  |             |  |   |        |  |   |            |  |   |               |  |   |             |  |   |               | 
|Net loss for the year       |  | ---         |  |   | ---    |  |   | ---        |  |   | ---           |  |   | -14,774     |  |   | -14,774       | 
|                            |  |             |  |   |        |  |   |            |  |   |               |  |   |             |  |   |               | 
|Balance,May31,2007          |  | 6,900,000   |  | $ | 6,900  |  | $ | 8,150      |  |   | -222          |  | $ | -14,774     |  | $ | 54            | 
|                            |  |             |  |   |        |  |   |            |  |   |               |  |   |             |  |   |               | 
|Net loss for the year       |  | ---         |  |   | ---    |  |   | ---        |  |   | ---           |  |   | -18,165     |  |   | -18,165       | 
|                            |  |             |  |   |        |  |   |            |  |   |               |  |   |             |  |   |               | 
|Balance,May31,2008          |  | 6,900,000   |  | $ | 6,900  |  | $ | 8,150      |  |   | -222          |  | $ | -32,939     |  | $ | -18,111       | 
|                            |  |             |  |   |        |  |   |            |  |   |               |  |   |             |  |   |               | 
|Common shares issued for    |  |             |  |   |        |  |   |            |  |   |               |  |   |             |  |   |               | 
|cash                        |  | 1,000,000   |  |   | 1,000  |  |   | 49,000     |  |   | ---           |  |   | ---         |  |   | 50,000        | 
|                            |  |             |  |   |        |  |   |            |  |   |               |  |   |             |  |   |               | 
|Net loss for the year       |  | ---         |  |   | ---    |  |   | ---        |  |   | ---           |  |   | -35,834     |  |   | -35,834       | 
|                            |  |             |  |   |        |  |   |            |  |   |               |  |   |             |  |   |               | 
|Balance,May31,2009          |  | 7,900,000   |  | $ | 7,900  |  | $ | 57,150     |  |   | -222          |  | $ | -68,773     |  | $ | -3,945        | 
|                            |  |             |  |   |        |  |   |            |  |   |               |  |   |             |  |   |               | 
|Net Loss for the six months |  |             |  |   |        |  |   |            |  |   |               |  |   |             |  |   |               | 
|ended November 30, 2008     |  | ---         |  |   | ---    |  |   | ---        |  |   | ---           |  |   | -7,401      |  |   | -7,401        | 
|                            |  |             |  |   |        |  |   |            |  |   |               |  |   |             |  |   |               | 
|BALANCE,NOVEMBER30,2008     |  | 7,900,000   |  |   | 7,900  |  |   | 57,150     |  |   | -222          |  |   | -76,174     |  |   | -11,346       | 

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   |  |   | October 19, 2006    | 
|                                                               |   | ended        |  |   | ended        |  |   | ended        |  |   | ended        |  |   | (date of inception) | 
|                                                               |   | November 30, |  |   | November 30, |  |   | November 30, |  |   | November 30, |  |   | through             | 
|                                                               |   | 2009         |  |   | 2008         |  |   | 2009         |  |   | 2008         |  |   | November 30, 2008   | 
|                                                               |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Cash flows used for operating activities                       |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Net loss                                                       | $ | -6,115       |  | $ | -2,312       |  | $ | -7,401       |  | $ | -29,531      |  | $ | -76,174             | 
|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 subscriptions receivable                |   | 0            |  |   | -2,500       |  |   | 0            |  |   | -2,500       |  |   | 0                   | 
|(Increase) decrease in prepaid expenses                        |   | 0            |  |   | -31          |  |   | 0            |  |   | -31          |  |   | 0                   | 
|Increase (decrease)  in accounts payable & accrued liabilities |   | -3,170       |  |   | -2,395       |  |   | -2,200       |  |   | -4,720       |  |   | 1,150               | 
|                                                               |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Cash flows used for operating activities                       |   | -9,285       |  |   | -4,707       |  |   | -9,601       |  |   | -34,251      |  |   | -75,196             | 
|                                                               |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Cash flows from financing activities                           |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Advances (repayments) from (to) related party                  |   | 15,000       |  |   | 0            |  |   | 15,000       |  |   | -13,000      |  |   | 16,000              | 
|Proceeds from issuance of common stock, subject to rescission  |   | 0            |  |   | 0            |  |   | 0            |  |   | 0            |  |   | 0                   | 
|Proceeds from issuance of common stock                         |   | 0            |  |   | 0            |  |   | 0            |  |   | 0            |  |   | 65,000              | 
|                                                               |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Cash flows from financing activities                           |   | 15,000       |  |   | 0            |  |   | 15,000       |  |   | -13,000      |  |   | 81,000              | 
|                                                               |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Increase in cash and cash equivalents                          |   | 5,715        |  |   | -4,707       |  |   | 5,399        |  |   | -47,251      |  |   | 5,804               | 
|                                                               |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Cash and cash equivalents - Beginning of period                |   | 89           |  |   | 9,245        |  |   | 405          |  |   | 51,789       |  |   | 0                   | 
|                                                               |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Cash and cash equivalents - End of period                      | $ | 5,804        |  | $ | 4,538        |  | $ | 5,804        |  | $ | 4,538        |  | $ | 5,804               | 
|                                                               |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|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, 2009

Note 1  Nature of Operations

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

The Company is an exploration stage company as defined
  in the Securities and Exchange Commission Industry Guide 7, and is subject to
  compliance with ASC (Accounting Standards Codification) Topic 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 November 30, 2009.

Note 2  Basis of Presentation and Going Concern

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

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

Interim financial data presented herein are unaudited.

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

The Companys financial statements at November 30, 2009,
  and for the six months ended November 30, 2009, 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 $6,115 for the three month period ended November 30, 2009 and a loss
  of $76,174 for the period from April 11, 2006 (date of inception), through November
  30, 2009. 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 plan 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

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  NOVEMBER 30, 2009

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.

Mining exploration costs

In accordance with Securities and Exchange Commission Industry
  Guide 7 and ASC Topic Accounting and Reporting by Development Stage Companies,,
  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.

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.

It is difficult to estimate the full costs of compliance with
  the environmental laws since the full nature and extent of our proposed activities
  cannot be determined until the Company starts operations. 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

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  NOVEMBER 30, 2009

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

Fair value of financial instruments and derivative financial
  instruments

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

Income taxes

The Company adopted ASC Topic 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 ASC Topic Earnings per Share. The basic net loss per
  common share is computed by dividing the net loss by the weighted average number
  of common shares outstanding. Diluted net loss per share gives effect to all
  dilutive potential common shares outstanding during the period using the as
  if converted basis. For the three month period ended November 30, 2009
  and for the period April 11, 2006 (date of inception), through November 30,
  2009, there were no potential dilutive securities.

Concentration of Credit Risk

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

The Company accounts for its stock-based compensation in accordance
  with ASC Topic Share-Based Payment. 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 November 30, 2009. As of November 30, 2009, there were
  no options outstanding.

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  NOVEMBER 30, 2009

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.
  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 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 the Companys general
  and administrative expenses for the period from April 11, 2006 (date of inception),
  through November 30, 2009.

Foreign currency translation

The Companys functional and reporting currency is the United
  States dollar. The financial statements of the Company are translated to United
  States dollars in accordance with 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

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

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

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

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

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  NOVEMBER 30, 2009

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

In April 2009, ASC Topic Determining Fair Values When
  the Volume and Level of Activity for the Asset or Liability Have Significantly
  Decreased and Identifying Transactions That Are Not Orderlywas issued.This topic provides guidance on (1) estimating the fair value of an asset
  or liability when the volume and level of activity for the asset or liability
  have significantly declined and (2) identifying transactions that are not orderly.
  This topic is effective prospectively beginning April 1, 2009. The adoption
  of this topic did not have a material impact on the Company's consolidated results
  of operations or financial condition.

In April 2009, ASC Topic Recognition and Presentation
  of Other-Than-Temporary Impairments was issued. This topic modifies
  the requirements for recognizing other-than-temporarily impaired debt securities
  and changes the existing impairment model for such securities. The topic also
  requires additional disclosures for both annual and interim periods with respect
  to both debt and equity securities. Under the topic, impairment of debt securities
  will be considered other-than-temporary if an entity (1) intends to sell the
  security, (2) more likely than not will be required to sell the security before
  recovering its cost, or (3) does not expect to recover the security's entire
  amortized cost basis (even if the entity does not intend to sell). The topic
  further indicates that, depending on which of the above factor(s) causes the
  impairment to be considered other-than-temporary, (1) the entire shortfall of
  the security's fair value versus its amortized cost basis or (2) only the credit
  loss portion would be recognized in earnings while the remaining shortfall (if
  any) would be recorded in other comprehensive income. The topic requires entities
  to initially apply the provisions of the standard to previously other-than-temporarily
  impaired debt securities existing as of the date of initial adoption by making
  a cumulative-effect adjustment to the opening balance of retained earnings in
  the period of adoption. The cumulative-effect adjustment potentially reclassifies
  the noncredit portion of a previously other-than-temporarily impaired debt security
  held as of the date of initial adoption from retained earnings to accumulated
  other comprehensive income. This pronouncement is effective April 1, 2009. The
  adoption of this standard did not have a material impact on the Company's consolidated
  results of operations or financial condition.

In April 2009, ASC Topic , Interim Disclosures about
  Fair Value of Financial Instruments was issued. This topic
  essentially expands the disclosure about fair value of financial instruments
  that were previously required only annually to also be required for interim
  period reporting. In addition, the topic requires certain additional disclosures
  regarding the methods and significant assumptions used to estimate the fair
  value of financial instruments.

In May 2009, ASC Topic Subsection Events was
  issued. It provides guidance to establish general standards of accounting for
  and disclosures of events that occur after the balance sheet date but before
  financial statements are issued or are available to be issued. The topic also
  requires entities to disclose the date through which subsequent events were
  evaluated as well as the rationale for why that date was selected. The topic
  is effective for interim and annual periods ending after June 15, 2009, and
  accordingly, the Company adopted this pronouncement during the second quarter
  of 2009. SFAS 165 requires that public entities evaluate subsequent events through
  the date that the financial statements are issued. Subsequent events were reviewed
  through January 11, 2010 the date the financial statements were issued. See
  note 9 for events occurring subsequent to November 30, 2009 through January
  11, 2010.

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

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  NOVEMBER 30, 2009

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

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
  will be superseded. The Codification is effective in the second quarter of the
  year ending May 31, 2010, and accordingly, the Quarterly Report on Form 10-Q
  for the quarter ending November 30, 2009 and all subsequent public filings will
  reference the Codification as the sole source of authoritative literature.

Recently Issued Accounting Standards

In August 2009, the FASB issued an amendment to the accounting
  standards related to the measurement of liabilities that are recognized or disclosed
  at fair value on a recurring basis. This standard clarifies how a company should
  measure the fair value of liabilities and that restrictions preventing the transfer
  of a liability should not be considered as a factor in the measurement of liabilities
  within the scope of this standard. This standard is effective for the Company
  on October 1, 2009. The Company does not expect the impact of its adoption to
  be material to its financial statements.

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

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

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  NOVEMBER 30, 2009

each element of the arrangement. This standard, for which the
  Company is currently assessing the impact, will become effective for the Company
  on January 1, 2011.

Note 4  Common stock transactions

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

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

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

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

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

During April and May, 2008 the Company
  received $41,500 and had a subscription receivable in the amount of $8,500 for
  the issuance of 1,000,000 shares of common stock subscribed for at a price of
  $0.05 per share pursuant to the Companys SB-2 registration statement dated
  October 11, 2007 and three selling shareholders resold 900,000 shares between
  December 23, 2007 and May 31, 2008. All of the 1,900,000 shares so issued or
  resold were issued or resold prior to the declaration of an effective date for
  the Companys SB-2 registration statement under our mistaken assumption
  that the registration statement had become effective through the passage of
  time.

As a result, the Company made a rescission
  offering to the subscribers and the selling shareholders to refund their monies
  with interest if so requested under an S-1 Rescission Offering registration
  statement. These shares of common stock were subject to rescission by the shareholder
  because of the Company's 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 the Company's balance sheet.
  As the statute of limitations expire in the respective states, such amounts
  are reclassified to stockholders' deficiency.

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

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

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

Activity for the period June 1, 2009 to November 30, 2009

No shares were issued during the period.

Note 5  Common Stock Subject to Rescission

During April and May, 2008, the Company received $41,500 and
  had a subscription receivable in the amount of $8,500 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 a total of three new
  shareholders. All of the 1,900,000 shares issued or resold were sold prior to
  the declaration of an effective date for the Companys SB-2 registration
  statement filed on October 05, 2007 under our mistaken assumption that the registration
  statement had become effective through the passage of time. All of the subscribers
  have been informed of this situation.

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  NOVEMBER 30, 2009

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

The Company issued a total of 6,000,000 shares of its restricted
  common stock to its directors for $6,000 ($0.001 per share) as founder shares.
  (Note 4).

As of November 30, 2009, the amount due to a related party consists
  of a $16,000 advance from the Companys 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,
  the Company must incur exploration expenditures on the claims in the minimum
  amount of $20,000 by August 31, 2008, (paid; an analysis of the work and engineering
  report are pending) and an additional $40,000 by November 30, 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.
  We are currently awaiting an engineering report on the first phase project before
  determining future actions. The Vendor has verbally agreed not to terminate
  the option agreement until at least 60 days after the receipt of the engineering
  report on the phase I exploration work carried out in mid 2009.

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

Note 8  Income taxes

The Company has losses carried forward for income tax purposes.
  There are no current or deferred income tax expenses for the period April 11,
  2006, through November 30, 2009, 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
  carry-forward period.

Note 9  Subsequent Events

Subsequent to the end of the quarter under review, on December
  18, 2009, the shares of the Corporation were cleared by Financial Industry Regulatory
  Authority (“FINRA”) to be quoted on the Over-the-counter Bulletin
  Board (“OTC-BB”) under the symbol “THRO”. There are
  no other subsequent events reportable as of 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 entitled
Risk Factors on page 5, that may cause our or our industry's actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

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

General Information

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

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

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

Foreign Currency and Exchange Rates

Dollar costs of Therons property acquisition and planned
  exploration costs are in Canadian Dollars. For purposes of consistency and to
  express United States Dollars throughout this report, Canadian Dollars have
  been converted into United States currency at the rate of US $1.00 being approximately
  equal to CA $1.05 or CA $1.00 being approximately equal to US $0.96 which is
  the approximate average exchange rate during recent months and which is consistent
  with the incorporated financial statements.

---

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF THE CORPORATION FOR THE AND SIX MONTH PERIOD ENDING
NOVEMBER 30, 2009, 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.

Overview

---

3

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

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

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

The phase I exploration program on the George property
commenced on April 30, 2009, and was completed on June 04, 2009, under the
supervision of Egil Livgard, P. Eng., the author of the initial geological and
engineering report on the project. Our portion of the phase I geological
exploration program on the property cost $20,000 which is a reflection of local
costs for the specified type of work. Phase I required an additional three to
four months for analysis, evaluation of the work completed and the preparation
of a report. Costs for phase I were made up of wages, fees, geological and
geochemical supplies, assaying, equipment, diamond drilling and costs of
operation. We will assess the results of this program upon receipt of an
appropriate engineering or geological report which are currently awaiting
receipt of regarding the first phase project before determining future actions.
We have been informed that there was a problem with assays which has resulted in
the assays having to be redone some months after the fact which has delayed
receipt of the report until late January, 2010. The Vendor has verbally agreed
not to terminate the option agreement until at least 60 days after the receipt
of the engineering report on the phase I exploration work which was carried out
in mid 2009.

Theron is an exploration stage corporation. There is no
assurance that a commercially viable deposit exists on the mineral claims that
we have under option. Further exploration will be required before an evaluation
as to the economic and legal feasibility of the claims is determined.

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

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

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

The option agreement expired on May 31, 2009, but the property
owner has verbally agreed to take no action to terminate the agreement until
such time as we have been able to review the engineering report of the first
phase of the exploration program and are in a position to determine how and when
we will be able to move forward with the project. We expect receipt of the final
report in late January, 2010 at which time we will have 60 days to review the
report and decide upon a course of action.

---

4

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

Phase II will not be carried out until at least late 2010 and
will be contingent upon favourable results from phase I and specific
recommendations of a professional engineer or geologist based on those results.
Favourable results would mean that an engineer, geologist or other recognized
professional reported that there is a strong likelihood of value being added to
the claims by completing the next phase of exploration and makes a formal
written recommendation that we proceed to the next phase of exploration. Phase
II will be directed towards trenching selected areas and may require up to three
weeks work; costs will be approximately $40,000 comprised of wages, fees, camp,
trenching, assays and related. The cost estimate is based on local costs for the
specified type of work.

Employees

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

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

Offices

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

Risks

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

In order to complete future phases of our proposed exploration
program we will need to raise additional funding. Even if the first phase of our
exploration program is deemed to be successful there is no guarantee that we
will be able to raise any additional capital in order to finance future
phases.

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

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

---

5

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

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

In order to complete future phases of exploration we will need
to secure additional funding. Even if the first phase of our exploration program
is deemed to be successful there is no guarantee that we will be able to raise
any additional capital in order to finance future phases. Should we be unable to
raise additional funding to complete future exploration, we would have to cease
operations.

Results of Operations

Theron was incorporated on April 11, 2006; comparative periods
for the three and six month periods ended November 30, 2009, November 30, 2008,
and April 11, 2006 (inception), through November 30, 2009, 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, 2009, was $81,000
($65,000 as a result of proceeds received from sales of our common stock and
$16,000 advanced without terms of repayment by a related party).

The Corporation did not generate any revenues from operations
for the quarter ended November 30, 2009. To date, we have not generated any
revenues from our mineral exploration business.

REVENUES

REVENUE  Gross revenue for the quarter and six month periods
ended November 30, 2009,was $0 and $0 for the same periods in the previous
fiscal year.

COMMON STOCK Net cash provided by financing activities during
the quarter ended November 30, 2009, was nil ($0) as compared to $0 (nil)
received for the quarters and six month periods ended November 30, 2008, and
$66,000 received for the period from inception on April 11, 2006, through to and
including November 30, 2009. 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, 2006ended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    (inception)November
    
    
    November
    
    
    November
    
    
    November
    
    
    through30,
      2009
    
    
    30,
      2009
    
    
    30,
      2009
    
    
    30,
      2009
    
    
    Nov.
      30 2009Expense ItemAcquisition of mineral
      property
    $
    ---
    
    
    ---
    
    
    ---
    
    
    ---
    
    
    4,242Mineral property exploration
    
    ---
    
    
    ---
    
    
    ---
    
    
    20,082
    
    
    20,082Loss on foreign exchange
    
    1
    
    
    77
    
    
    1
    
    
    79
    
    
    90Professional fees
    
    1,049
    
    
    1,335
    
    
    2,158
    
    
    2,010
    
    
    26,883Communications expense
    
    ---
    
    
    ---
    
    
    ---
    
    
    1,290
    
    
    3,246


---

6

Office expenses
    
    42
    
    
    116
    
    
    98
    
    
    1,267
    
    
    5,002Travel and entertainment
    
    ---
    
    
    ---
    
    
    ---
    
    
    2,460
    
    
    5,101Transfer agent
    
    4,000
    
    
    ---
    
    
    4,000
    
    
    ---
    
    
    4,000Filing fees
    
    1,023
    
    
    784
    
    
    1,144
    
    
    2,343
    
    
    7,478Other services
    
    ---
    
    
    ---
    
    
    ---
    
    
    ---
    
    
    50Total expenses
    
    6,115
    
    
    2,312
    
    
    7,401
    
    
    29,531
    
    
    76,174


SUMMARY  Total expenses for the quarter ended November 30,
2009, amounted to $6,115 while $2,312 was spent in the similar period ended
November 30, 2008. For the six month periods ended November 30, 2009, and
November 30, 2008, the comparative values were $7,401 and $29,531 respectively.
A total of $76,174 in expenses has been incurred since inception on April 11,
2006, through November 30, 2009. 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. Current
quarter expenses declined largely because in the same period last year we
commenced the phase I exploration program, even though it was not completed
until this year, and no such costs were incurred this year which left Theron
relatively inactive while we awaited the receipt of the phase I engineering
report.

CONTRIBUTED EXPENSES: No contributed expenses were incurred for
the quarters or six month periods ended November 30, 2009, or November 30, 2008.
A total of $50 has been expensed in the period from inception on April 11, 2006,
to November 30, 2009. All contributed expenses are reported as contributed costs
with a corresponding credit to additional paid-in capital.

PROFESSIONAL FEES: $1,049 in professional fees were incurred
for the quarter ended November 30, 2009, while $1,335 was spent in the similar
period ended November 30, 2008. For the six month periods ended November 30,
2009, and November 30, 2008, the comparative values were $2,158 and $2,010
respectively. From inception to April 11, 2006, we have incurred $26,883 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 November 30, 2009, or November 30, 2008, and no compensation
costs have been incurred since inception.

OFFICE EXPENSES: $42 was expended on the office for the quarter
ended November 30, 2009, while $116 was spent in the similar period ended
November 30, 2008. For the six month periods ended November 30, 2009, and
November 30, 2008, the comparative values were $98 and $1,267 respectively. From
April 11, 2006 (inception), through November 30, 2009, a total of $5,002 has
been spent on office expenses which are mostly comprised of facsimile, courier,
photocopy, postage and other general office expenses and services.

LOSSS ON FOREIGN EXCHANAGE: $1 in foreign exchange losses were
incurred for the quarter ended November 30, 2009, while $77 was expended in the
similar period ended November 30, 2008. For the six month periods ended November
30, 2009, and November 30, 2008, the comparative values were $1 and $79
respectively. From April 11, 2006 (inception), through November 30, 2009, a
total of $90 has been lost on foreign exchange transactions.

TRAVEL, ENTERTAINMENT AND MEAL EXPENSES: $0 in travel,
entertainment or meal expenses were incurred for the quarter ended November 30,
2009, and in the similar period last year. For the six month periods ended
November 30, 2009, and November 30, 2008, the comparative values were $0 (nil)
and $2,460 respectively. For the period April 11, 2006 (inception), through
November 30, 2009, a total of $5,101 has been spent on this category.

COMMUNICATIONS EXPENSES: $0 in communications costs were
incurred in the most recent three month periods ended on November 30, 2009, and
November 30, 2008. For the six month periods ended November 30, 2009, and
November 30, 2008, the comparative values were $0 (nil) and $1,290

---

7

respectively. From April 11, 2006 (inception), through November
30, 2009, $3,246 has been spent on communication costs related to establishing
our business.

FILING FEES: $1,023 in filing fees was incurred for the quarter
ended November 30, 2009, and $784 was spent in the quarter ended November 30,
2008. For the six month periods ended November 30, 2009, and November 30, 2008,
the comparative values were $1,144 and $2,343 respectively. For the period April
11, 2006 (inception), through November 30, 2009, Theron has spent $7,478 on
filing and related fees. This cost category will change depending on filing
requirements with the SEC and other regulatory bodies.

MINERAL PROPERTY ACQUISITION COSTS: No mineral property
acquisition costs were incurred in the current quarters or six month periods
under review. From April 11, 2006 (inception), through November 30, 2009, Theron
has spent a total of $4,242 on mineral property acquisition expenses. This cost
category will vary depending on our acquisition or disposition activities.

MINERAL PROPERTY EXPLORATION COSTS: Theron paid $0 (nil) during
the second quarters of 2009 or 2008 for the exploration program cost and $0 for
the current six month period but spent $20,083 for such costs in the similar
period in 2008. From April 11, 2006 (inception), through November 30, 2009, we
have spent $20,083 on mineral exploration expenses. These costs will vary
depending on our direct exploration efforts.

TRANSFER AGENT EXPENSES: $4,000 in transfer agent costs were
incurred in the most recent three month period ended on November 30, 2009, while
$0 (nil) was expended for the same period in 2008. For the six month periods
ended November 30, 2009, and November 30, 2008, the comparative values were
$4,000 and $0 (nil) respectively. From April 11, 2006 (inception), through
November 30, 2009, $4,000 has been spent on transfer agent costs which in the
future will cost approximately $200 per month other than for share issuance
costs.

OTHER GENERAL AND ADMINISTRATIVE COSTS: $0 (nil) in other
costs have been expensed for the quarters and six month periods ended November
30, 2009; none were incurred for the similar periods ended November 30, 2008.
From April 11, 2006 (inception), through November 30, 2009, 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, 2009, $9,285 in net cash was used and for the similar
period ended on November 30, 2008, the amount was $4,707. For the six month
periods ended November 30, 2009, and November 30, 2008, the comparative values
were $9,601 and $34,251 respectively. We have used $75,196 in net cash from
inception on April 11, 2006, to November 30, 2009.

INCOME TAX PROVISION: As a result of operating losses, there
has been no provision for the payment of income taxes to date in 2009 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, 2009, we had a deficit of $11,346 in
unallocated working capital.

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

---

8

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 2009  2010. Management projects that
we will require a total of up to $120,000 to fund ongoing operating expenses and
working capital requirements for the next twelve months, broken down as follows:

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


As at November 30, 2009, we had a working capital deficit of
$11,346. We do not anticipate that we will be able to satisfy any of these
funding requirements internally until we significantly increase our revenues.

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended May 31, 2009, our independent auditors included an
explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosures
describing the circumstances that lead to this disclosure by our independent
auditors. Our issuance of additional equity securities could result in a
significant dilution in the equity interests of our current stockholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.

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

Liquidity and Capital Resources

As of end of the last quarter on November 30, 2009, 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, 2009, was $81,000
as a result of gross proceeds received from sales of our common stock of $65,000
(less offering costs) and a $16,000 advance from a related party. We issued
6,000,000 shares of common stock through a Section 4(2) offering in October,
2006 for cash consideration of $6,000. We issued 900,000 shares of common stock
through a Regulation D offering in November, 2006 for cash consideration of
$9,000 to a total of 3 placees. In the fiscal year ended May 31, 2008, $50,000
cash was provided by financing activities as the result of the sale of 1,000,000
shares of common stock at a price of $0.05 per share issued under our SB-2
registration statement to a total of 44 placees.

As of November 30, 2009, our total assets consisting entirely
of cash amounted to $5,804 and total liabilities were $17,150. Working capital
stood at negative $11,346.

For the three months ended November 30, 2009, the net loss was
$6,115 ($0.001 per share) as compared to a loss of $2,312 ($0.000 per share) for
the similar period last year. For the six month periods ended November 30, 2009,
and November 30, 2008, the comparative values were $7,401 ($0.001 per share) and
$29,531 ($0.004 per share respectively. The loss per share was based on a
weighted average of 7,900,000

---

9

common shares outstanding at November 30, 2009, and 6,900,000
as at November 30, 2008. The net loss from inception to November 30, 2009, is
$76,174.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
November 30, 2009. Although inflation is moderately higher than it was during
2008 the actual rate of inflation is not material and is not considered a factor
in our contemplated capital expenditure program.

Item 3. Controls and Procedures

|(a) | Evaluation of Disclosure Controls and
      Procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | We carried out an evaluation, under the supervision and
      with the participation of our management, including our principal
      executive officer and principal financial officer, of the effectiveness of
      our disclosure controls and procedures (as defined in Rules 13a-15(e) and
      15d-15(e) of the Exchange Act). Based upon that evaluation, our principal
      executive officer and principal financial officer concluded that, as of
      the end of the period covered in this report, our disclosure controls and
      procedures were effective to ensure that information required to be
      disclosed in reports filed under the Exchange Act is recorded, processed,
      summarized and reported within the required time periods and is
      accumulated and communicated to our management, including our principal
      executive officer and principal financial officer, as appropriate to allow
      timely decisions regarding required disclosure.                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Our management, including our principal executive officer
      and principal financial officer, does not expect that our disclosure
      controls and procedures or our internal controls will prevent all error or
      fraud. A control system, no matter how well conceived and operated, can
      provide only reasonable, not absolute, assurance that the objectives of
      the control system are met. Further, the design of a control system must
      reflect the fact that there are resource constraints and the benefits of
      controls must be considered relative to their costs. Due to the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      have been detected. Accordingly, management believes that the financial
      statements included in this report fairly present in all material respects
      our financial condition, results of operations and cash flows for the
      periods presented.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b) | Changes in Internal Controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | During the quarter ended November 30, 2009, there were no
      changes in the Company's internal control over financial reporting that
      have materially affected, or are reasonably likely to materially affect,
      its internal control over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Changes in Securities

Theron had 7,900,000 shares of common stock issued and
outstanding as of August, 31, 2009, and as of the date of this periodic report.
Of these shares, approximately 6,000,000 shares are held by an affiliate of the
Corporation; some of those shares can be resold in compliance with the
limitations of Rule 144 as adopted by the Securities Act of 1933, as amended.

---

10

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

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

Item 5. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on
April 11, 2006, to November 30, 2009, was $81,000 as a result of proceeds
received from sales of our common stock and advances made by our officer and
director. During that same period, the following indicates how the proceeds have
been spent to date:

Acquisition of Mineral Property Interest
    $
    4,242Exploration of Mineral Property  advance
    
    20,082Loss on Currency Exchange
    
    90Professional Fees
    
    25,883Communications Expenses
    
    3,246Office Expenses
    
    5,002Travel, Entertainment and Meals
    
    5,101Filing Fees
    
    7,478Transfer agent costs
    
    4,000Other Costs and Services
    
    0Total Use of
      Proceeds to November 30, 2009
    $
    76,124


Common Stock

During the quarter ended November 30, 2009, no shares of common
stock were issued. As of November 30, 2009, and the date of this periodic
report, there were 7,900,000 shares issued and outstanding.

Subsequent to the end of the quarter under review, on December
18, 2009, the shares of the Corporation were cleared by Financial Industry
Regulatory Authority (FINRA) to be quoted on the Over-the-counter Bulletin
Board (OTC-BB) under the symbol THRO.

Options

No options were granted during the three- or six-month periods
ending November 30, 2009.

Code of Ethics

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

Web Site

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

---

11

Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K filed during the quarter ended November 30,
2009: NONE

Exhibits

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

SIGNATURES

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

Theron Resource Group (Registrant)

Date: January 14, 2010

| | BY: | /s/ Jerry R. Satchwell                                                           
| | --- | ---------------------------------------------------------------------------------
| |     |                                                                                  
| |     |                                                                                  
| |     | JERRY R. SATCHWELL,
      President, Chief Executive Officer, Principal          
| |     | Executive Officer, Secretary,
      Treasurer, Chief Financial Officer, Principal
| |     | Financial Officer and a Member of
      the Board of Directors                   

---