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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

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

For the quarterly period ended November 30, 2008

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

For the transition period from _______ to _______

Commission file number: 333-146518

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

|Wyoming                                          | 26-0665325                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|Number 34, 1596 Gulf Road,                       |                                     
|Point Roberts, Washington                        | 98281-0034                          
|(Address of principal executive offices)         | (Zip Code)                          

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

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

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

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

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

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

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

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: 6,900,000 shares
of Common Stock as of January 13, 2009 net of 1,000,000 shares thatare
subject to rescission.

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, 2008             

|                                                           |   | Six Months        |  |   | Six Months        |  |   |              | 
|---------------------------------------------------------- | - | ----------------- |  | - | ----------------- |  | - | ------------ | 
|                                                           |   | ended             |  |   | ended             |  |   |              | 
|                                                           |   | November 30, 2008 |  |   | November 30, 2007 |  |   | May 31, 2008 | 
|                                                           |   | (Unaudited)       |  |   | (Unaudited)       |  |   | (Audited)    | 
|Assets                                                     |   |                   |  |   |                   |  |   | Restated     | 
|                                                           |   |                   |  |   |                   |  |   |              | 
|Current assets                                             |   |                   |  |   |                   |  |   |              | 
|Cash and cash equivalents                                  | $ | 2,007             |  | $ | 4,759             |  | $ | 42,694       | 
|Subscription Receivable                                    |   | 2,500             |  |   | 0                 |  |   | 8,500        | 
|Prepaid expenses                                           |   | 31                |  |   | 0                 |  |   | 595          | 
|                                                           |   |                   |  |   |                   |  |   |              | 
|Total
      Assets                                         |   | 4,538             |  |   | 4,759             |  |   | 51,789       | 
|                                                           |   |                   |  |   |                   |  |   |              | 
|Liabilities and Stockholders' Equity                       |   |                   |  |   |                   |  |   |              | 
|                                                           |   |                   |  |   |                   |  |   |              | 
|Current liabilities                                        |   |                   |  |   |                   |  |   |              | 
|Accounts Payable and accrued liabilities                   |   | 2,180             |  |   | 0                 |  |   | 6,900        | 
|Due to related party                                       |   | 0                 |  |   | 13,000            |  |   | 13,000       | 
|                                                           |   |                   |  |   |                   |  |   |              | 
|Total
      current liabilities                            |   | 2,180             |  |   | 13,000            |  |   | 19,900       | 
|                                                           |   |                   |  |   |                   |  |   |              | 
|Common Stock subject to Rescission (Note 5)                |   | 50,000            |  |   | 0                 |  |   | 50,000       | 
|Total liabilities                                          |   | 52,180            |  |   | 13,000            |  |   | 69,900       | 
|                                                           |   |                   |  |   |                   |  |   |              | 
|Stockholders' equity                                       |   |                   |  |   |                   |  |   |              | 
|Common stock, 500,000,000
      shares authorized,         |   |                   |  |   |                   |  |   |              | 
|par value $0.001, 6,900,000
      shares issued and        |   |                   |  |   |                   |  |   |              | 
|outstanding
      - net of rescissionable 1,000,000 shares |   | 6,900             |  |   | 6,900             |  |   | 6,900        | 
|Additional paid-in capital                                 |   | 8,150             |  |   | 8,150             |  |   | 8,150        | 
|Other comprehensive loss                                   |   | -222              |  |   | -222              |  |   | -222         | 
|Deficit accumulated during the exploration
      stage     |   | -62,470           |  |   | -23,069           |  |   | -32,939      | 
|Total
      stockholders' equity                           |   | -47,642           |  |   | -8,241            |  |   | -18,111      | 
|                                                           |   |                   |  |   |                   |  |   |              | 
|Total
      liabilities and stockholders' equity           | $ | 4,538             |  | $ | 4,759             |  | $ | 51,789       | 

See accompanying notes to financial statements

---

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

|                                         |   |              |   |   |              |   |   |              |   |   |              |   |   | For the period      | 
|---------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | ------------------- | 
|                                         |   | Three months |   |   | Three months |   |   | Six months   |   |   | Six months   |   |   | April 11, 2006      | 
|                                         |   | ended        |   |   | ended        |   |   | ended        |   |   | ended        |   |   | (date of inception) | 
|                                         |   | November 30, |   |   | November 30, |   |   | November 30, |   |   | November 30, |   |   | through             | 
|                                         |   | 2008         |   |   | 2007         |   |   | 2008         |   |   | 2007         |   |   | August 31, 2008     | 
|                                         |   |              |   |   |              |   |   |              |   |   |              |   |   |                     | 
|Revenues                                 | $ | ---          |   | $ | ---          |   | $ | ---          |   | $ | ---          |   | $ | ---                 | 
|                                         |   |              |   |   |              |   |   |              |   |   |              |   |   |                     | 
|Expenses                                 |   |              |   |   |              |   |   |              |   |   |              |   |   |                     | 
|Acquisition of mineral property interest |   | ---          |   |   | ---          |   |   | ---          |   |   | ---          |   |   | 4,242               | 
|Mineral property exploration             |   | ---          |   |   | ---          |   |   | 20,082       |   |   | ---          |   |   | 20,083              | 
|Loss on foreign exchange                 |   | 77           |   |   | ---          |   |   | 79           |   |   | ---          |   |   | 168                 | 
|Professional fees                        |   | 1,335        |   |   | ---          |   |   | 2,010        |   |   | 6,000        |   |   | 20,792              | 
|Communications expense                   |   | ---          |   |   | ---          |   |   | 1,290        |   |   | ---          |   |   | 3,246               | 
|Office expenses                          |   | 116          |   |   | 63           |   |   | 1,267        |   |   | 104          |   |   | 4,746               | 
|Travel and entertainment                 |   | ---          |   |   | 1,399        |   |   | 2,460        |   |   | 792          |   |   | 5,101               | 
|Filing fees                              |   | 784          |   |   | ---          |   |   | 2,343        |   |   | 1,399        |   |   | 4,042               | 
|Other services                           |   | ---          |   |   | ---          |   |   | ---          |   |   | ---          |   |   | 50                  | 
|                                         |   |              |   |   |              |   |   |              |   |   |              |   |   |                     | 
|Total expenses                           |   | 2,312        |   |   | 1,462        |   |   | 29,531       |   |   | 8,295        |   |   | 62,470              | 
|                                         |   |              |   |   |              |   |   |              |   |   |              |   |   |                     | 
|Net loss                                 | $ | -2,312       |   | $ | -1,462       |   | $ | -29,531      |   | $ | -8,295       |   | $ | -62,470             | 
|                                         |   |              |   |   |              |   |   |              |   |   |              |   |   |                     | 
|Basic and diluted loss per common share  | $ | (0.000       | ) | $ | (0.000       | ) | $ | (0.004       | ) | $ | (0.001       | ) | $ |                     | 
|                                         |   |              |   |   |              |   |   |              |   |   |              |   |   |                     | 
|Weighted average number of common shares |   |              |   |   |              |   |   |              |   |   |              |   |   |                     | 
|used in per share calculations           |   | 6,900,000    |   |   | 6,900,000    |   |   | 6,900,000    |   |   | 6,900,000    |   |   |                     | 

See accompanying notes to financial statements

---

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

|                           |  |             |  |   |        |  |   |            |  |  |               |  |  | Deficit     |  |  |               | 
|-------------------------- |  | ----------- |  | - | ------ |  | - | ---------- |  |  | ------------- |  |  | ----------- |  |  | ------------- | 
|                           |  |             |  |   |        |  |   |            |  |  |               |  |  | accumulated |  |  |               | 
|                           |  | Common      |  |   |        |  |   | Additional |  |  | Other         |  |  | during the  |  |  | Total         | 
|                           |  | shares      |  |   | Common |  |   | paid-in    |  |  | Comprehensive |  |  | exploration |  |  | stockholders' | 
|                           |  | outstanding |  |   | stock  |  |   | capital    |  |  | Loss          |  |  | stage       |  |  | equity        | 
|                           |  |             |  |   |        |  |   |            |  |  |               |  |  |             |  |  |               | 
|Common shares issued for   |  |             |  |   |        |  |   |            |  |  |               |  |  |             |  |  |               | 
|cash                       |  | 6,900,000   |  |   | 6,900  |  |   | 8,100      |  |  | ---           |  |  | ---         |  |  | 15,000        | 
|                           |  |             |  |   |        |  |   |            |  |  |               |  |  |             |  |  |               | 
|Contributed services       |  | ---         |  |   | ---    |  |   | 50         |  |  | ---           |  |  | ---         |  |  | 50            | 
|                           |  |             |  |   |        |  |   |            |  |  |               |  |  |             |  |  |               | 
|Currency exchange loss     |  | ---         |  |   | ---    |  |   | ---        |  |  | -222          |  |  | ---         |  |  | -222          | 
|                           |  |             |  |   |        |  |   |            |  |  |               |  |  |             |  |  |               | 
|Net loss for the period    |  |             |  |   |        |  |   |            |  |  |               |  |  |             |  |  |               | 
|April 11, 2006 (inception) |  |             |  |   |        |  |   |            |  |  |               |  |  |             |  |  |               | 
|to May 31, 2007            |  | ---         |  |   | ---    |  |   | ---        |  |  | ---           |  |  | -14,774     |  |  | -14,774       | 
|                           |  |             |  |   |        |  |   |            |  |  |               |  |  |             |  |  |               | 
|BALANCE,MAY31,2007         |  | 6,900,000   |  |   | 6,900  |  |   | 8,150      |  |  | -222          |  |  | -14,774     |  |  | 54            | 
|                           |  |             |  |   |        |  |   |            |  |  |               |  |  |             |  |  |               | 
|Common shares issued for   |  | ---         |  |   | ---    |  |   | ---        |  |  | ---           |  |  | ---         |  |  | 0             | 
|cash                       |  |             |  |   |        |  |   |            |  |  |               |  |  |             |  |  |               | 
|                           |  |             |  |   |        |  |   |            |  |  |               |  |  |             |  |  |               | 
|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   |  |             |  |   |        |  |   |            |  |  |               |  |  |             |  |  | 0             | 
|cash                       |  |             |  |   |        |  |   |            |  |  |               |  |  |             |  |  |               | 
|                           |  |             |  |   |        |  |   |            |  |  |               |  |  |             |  |  |               | 
|Net loss for the six month |  |             |  |   |        |  |   |            |  |  |               |  |  |             |  |  |               | 
|period ended               |  |             |  |   |        |  |   |            |  |  |               |  |  |             |  |  |               | 
|November 30, 2008          |  | ---         |  |   | ---    |  |   | ---        |  |  | ---           |  |  | -29,531     |  |  | -29,531       | 
|                           |  |             |  |   |        |  |   |            |  |  |               |  |  |             |  |  |               | 
|BALANCE,NOVEMBER30,2008    |  | 6,900,000   |  |   | 6,900  |  |   | 8,150      |  |  | -222          |  |  | -62,470     |  |  | -47,642       | 

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             | 
|                                                               |   | 2008         |  |   | 2007         |  |   | 2008         |  |   | 2007         |  |   | August 31, 2008     | 
|                                                               |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Cash flows used for operating activities                       |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Net loss                                                       | $ | -2,312       |  | $ | -8,295       |  | $ | -29,531      |  | $ | -8,295       |  | $ | -62,470             | 
|Adjustments to reconcile net loss to net cash provided         |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|by operating activities:                                       |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Contributed services                                           |   | 0            |  |   | 0            |  |   | 0            |  |   | 0            |  |   | 50                  | 
|Other comprehensive loss                                       |   | 0            |  |   | 0            |  |   | 0            |  |   | 0            |  |   | -222                | 
|Changes in operating assets and liabilities                    |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|( Increase) decrease in prepaid expenses                       |   | 0            |  |   | 0            |  |   | 0            |  |   | 0            |  |   | 0                   | 
|Increase (decrease)  in accounts payable & accrued liabilities |   | -2,395       |  |   | -5,000       |  |   | -4,720       |  |   | -5,000       |  |   | 2,180               | 
|                                                               |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Cash flows used for operating activities                       |   | -4,707       |  |   | -13,295      |  |   | -34,251      |  |   | -13,295      |  |   | -60,462             | 
|                                                               |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Cash flows from financing activities                           |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Advances (repayments) from (to) related party                  |   | 0            |  |   | 10,000       |  |   | -13,000      |  |   | 10,000       |  |   | 0                   | 
|Proceeds from issuance of common stock, subject to rescission  |   | 0            |  |   | 0            |  |   | 0            |  |   | 0            |  |   | 50,000              | 
|Proceeds from issuance of common stock                         |   | 0            |  |   | 0            |  |   | 0            |  |   | 0            |  |   | 15,000              | 
|                                                               |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Cash flows from financing activities                           |   | 0            |  |   | 10,000       |  |   | -13,000      |  |   | 10,000       |  |   | 65,000              | 
|                                                               |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Increase in cash and cash equivalents                          |   | -4,707       |  |   | -3,295       |  |   | -47,251      |  |   | -3,295       |  |   | 4,538               | 
|                                                               |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Cash and cash equivalents - Beginning of period                |   | 9,245        |  |   | 8,054        |  |   | 51,789       |  |   | 8,054        |  |   | 0                   | 
|                                                               |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Cash and cash equivalents - End of period                      | $ | 4,538        |  | $ | 4,759        |  | $ | 4,538        |  | $ | 4,759        |  | $ | 4,538               | 
|                                                               |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Supplemental Disclosures regarding cash flows                  |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Interest paid                                                  | $ | ---          |  | $ | ---          |  | $ | ---          |  | $ | ---          |  | $ | ---                 | 
|Income taxes paid                                              |   | ---          |  |   | ---          |  |   | ---          |  |   | ---          |  |   | ---                 | 
|                                                               |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Non-cash financing activities                                  |   |              |  |   |              |  |   |              |  |   |              |  |   |                     | 
|Paid in capital from contributed services                      |   | ---          |  |   | ---          |  |   | ---          |  |   | ---          |  |   | 50                  | 

See accompanying notes to financial statements

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  NOVEMBER 30, 2008

Note 1  Nature of Operations

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

The Company is an exploration stage company as defined
  in the Securities and Exchange Commission Industry Guide 7, and is subject to
  compliance with Statement of Financial Accounting Standards No. 7 (SFAS No.
  7), Accounting and Reporting by Development Stage Companies.
  The Company is devoting its resources to establishing the new business, and
  its planned operations have not yet commenced; accordingly, no revenues have
  been earned during the period from April 11, 2006 (date of inception) to November
  30, 2008.

Note 2  Basis of Presentation and Going Concern

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

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

The Companys financial statements at November 30, 2008
  and for the six months ended November 30, 2008 have been prepared on a going
  concern basis, which contemplates the realization of assets and settlement of
  liabilities and commitments in the normal course of business. The Company incurred
  a loss of $29,531 for the six month period ended November 30, 2008 and a loss
  of $62,740 for the period from April 11, 2006 (date of inception) through November
  30, 2008. In addition, Theron has not generated any revenues, no revenues are
  anticipated until we begin removing and selling gold, and there is no assurance
  that a commercially viable deposit exists on the mineral claims that we have
  under option. These conditions raise substantial doubt as to the Companys
  ability to continue as a going concern.

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

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

Note 3  Summary of Significant Accounting Policies

Cash and cash equivalents

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

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  NOVEMBER 30, 2008

Mining exploration costs

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

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

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

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

Reclamation costs

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

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

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

Use of estimates

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

Fair value of financial instruments and derivative financial
  instruments

The carrying amounts of cash and current liabilities approximate
  fair value due to the short maturity of these items. These fair value estimates
  are subjective in nature and involve uncertainties and matters of significant
  judgment, and, therefore, cannot be determined with precision. Changes in assumptions
  could significantly affect these estimates.

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  NOVEMBER 30, 2008

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

Income taxes

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

Basic and diluted net loss per share

The Company computes net income (loss) per share in accordance
  with SFAS No. 128 Earnings per Share. The basic net loss
  per common share is computed by dividing the net loss by the weighted average
  number of common shares outstanding. Diluted net loss per share gives effect
  to all dilutive potential common shares outstanding during the period using
  the as if converted basis. For the three month period ended November
  30, 2008 and for the period April 11, 2006 (date of inception) through November
  30, 2008 there were no potential dilutive securities.

Concentration of Credit Risk

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

Special purpose entities

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

Impairment or Disposal of Long-Lived Assets

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

Stock Based Compensation

The Company accounts for its stock-based compensation in accordance
  with SFAS No. 123R, Share-Based Payment, an Amendment of FASB Statement
  No. 123. The Company recognizes in the statement of operations the grant-date
  fair value of stock options and other equity-based compensation issued to employees
  and non-employees. The Company did not grant any new employee options and no
  options were cancelled or exercised during the quarter ended November 30, 2008.
  As of November 30, 2008, there were no options outstanding.

Business segments

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

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  NOVEMBER 30, 2008

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

Start-up expenses

The Company has adopted Statement of Position No. 98-5, Reporting
  the Costs of Start-up Activities, which requires that costs associated
  with start-up activities be expensed as incurred. Accordingly, start-up costs
  associated with the Companys formation have been included in the Companys
  general and administrative expenses for the period from April 11, 2006 (date
  of inception) through November 30, 2008.

Foreign currency translation

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

Recently issued accounting pronouncements

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

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

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

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  NOVEMBER 30, 2008

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

Note 4  Common stock transactions

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

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

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

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

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

During April and May, 2008 the Company
  received $50,000 for the issuance of 2,000,000 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 04, 2007. All of the 2,000,000 shares so issued were
  sold prior to the declaration of an effective date for the Companys SB-2
  registration statement filed on October 11, 2007 under our mistaken assumption
  that the registration statement had become effective through the passage of
  time.

Activity for the period June 01, 2008 to November 30, 2008

No shares were issued during this period

Note 5  Common Stock Subject to Rescission

During April and May, 2008, the Company received $50,000 in share
  subscriptions 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 five 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 04, 2007 under the mistaken assumption
  that the registration statement had become effective through the passage of
  time. All of the subscribers have been informed of this situation.

As a result, the Company has made a rescission offering to the
  subscribers and the selling shareholders to refund their monies with interest
  if so requested under its S-1 Rescission Offering registration statement. These
  shares of

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  NOVEMBER 30, 2008

common stock may be 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 is classified as temporary equity.

In January, 2009, under an S-1 rescission offering registration
  statement the Company will offer 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.

Note 6  Related party transactions

Officers contributed administrative services to the Company for
  certain periods to November 30, 2008. The time and effort was recorded in the
  accompanying financial statements based on the prevailing rates for such efforts,
  which equaled $50 per hour based on the level of services performed. The services
  are reported as contributed administrative support with a corresponding entry
  to additional paid-in capital.

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

As of November 30, 2008, the amount due to a related party consisting
  of a $13,000 advance from the Companys officer and director had been repaid
  in full. The balance was non-interest bearing, unsecured and had no fixed terms
  of repayment.

Note 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 November 30, 2008 (paid; however, the work on the property
  has not yet commenced) 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.

Upon exercise of the option, the Company is required to pay the
  owner, commencing November 30, 2010, the sum of $21,500 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 year ended May
  31, 2008, or for the period April 11, 2006 (date of inception) to November 30,
  2008 due to the Companys loss position. The Company has fully reserved
  for any benefits of these losses. Realization of the future tax benefits related
  to the deferred tax assets is dependent on the Companys ability to generate
  taxable income within the net operating loss carryforward period.

---

2

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

Cautionary Statement Regarding Forward-Looking
Statements

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

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

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

General Information

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

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

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

Glossary of Exploration Terms

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

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

---

3

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

Foreign Currency and Exchange Rates

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

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING NOVEMBER 30, 2008
SHOULD BE READ IN CONJUNCTION WITH THE CORPORATIONS FINANCIAL STATEMENTS,
INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-Q.

Overview

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

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

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.

---

4

To date we have advanced $20,000 for the implementation of
phase I of the planned exploration program which has not yet commenced as of the
date of this report; we have not spent any money on research and development
activities.

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

Our Proposed Exploration Program  Plan of Operation

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

Physiography, Location and Access

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

Previous Work

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

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

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

Phase I may require up to three weeks for the base work and an
additional three to four months for analysis, evaluation of the work completed
and the preparation of a report and will bear an estimated total cost of
$20,000. We will assess the results of this program upon receipt of an
engineering or geological report.

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

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

Once all the sample information is
available, a professional geologist or engineer will require at least one month
to correlate the information and write a report either indicating that further
work is warranted on the claims or that the property cannot have any further
value added by doing additional exploration in which case he would recommend
abandonment of the claims.

---

5

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

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

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.

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

Offices

Our offices are located at 1596 Gulf Road, No. 34, Point
Roberts, Washington 98281 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 are involved in mineral exploration and often result in unsuccessful
exploration efforts. In such a case, we would be unable to complete our business
plan.

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

---

6

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.

Results of Operations

Theron was incorporated on April 11, 2006; comparative periods
for the three and six months ended November 30, 2008, November 30, 2007 and
April 11, 2006 (inception) through November 30, 2008 are presented in the
following discussion.

Since inception, we have used our common stock and loans or
advances from our director to raise money for our optioned acquisition and for
corporate expenses. Net cash provided by financing activities (less offering
costs) from inception on April 11, 2006 to November 30, 2008 was $78,000
($65,000 as a result of proceeds received from sales of our common stock and
$13,000 advanced without terms of repayment by a related party repaid in a
preceding quarter).

The Corporation did not generate any revenues from operations
for the quarter ended November 30, 2008. 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, 2008 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, 2008 was nil ($0) as compared to $10,000 received
for the quarter ended November 30, 2007 and $65,000 received for the period from
inception on April 11, 2006 through to and including November 30, 2008. For the
six month periods ended November 30, 2008 and 2007 respectively, the comparative
numbers were negative $13,000 (the result of the repayment of a $13,000 advance
by a related party) and $10,000 received from the sale of Common Stock. No
options or warrants were issued to issue shares at a later date in the most
recent quarter. During the preceding quarter we repaid an advance to a related
party in the amount of $13,000.

In May, 2008, the Company received $50,000 in share
subscriptions 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 04, 2007 under the
mistaken assumption that the registration statement had become effective through
the passage of time. All of the subscribers have been informed of this
situation.

As a result, the Company is making a rescission offering to the
subscribers and the selling shareholders to refund their monies with interest if
so requested under its S-1 Rescission Offering registration statement to be
filed shortly. These shares of common stock may be 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. 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.

EXPENSES

|Expense Item                             | For the quarter ended November 30,
      2008 | For the quarter ended November 30,
      2007 | April 11, 2006 (Inception) thru
      November 30, 2008
|---------------------------------------- | --------------------------------------------- | --------------------------------------------- | -------------------------------------------------------
|Acquisition of mineral property interest | $ ---                                         | $ ---                                         | $ 4,242                                                
|Mineral property exploration             | ---                                           | ---                                           | 20,083                                                 
|Loss on foreign exchange                 | 77                                            | ---                                           | 168                                                    
|Professional fees                        | 1,335                                         | ---                                           | 20,792                                                 
|Communications expense                   | ---                                           | ---                                           | 3,246                                                  
|Office expenses                          | 116                                           | 63                                            | 4,746                                                  
|Travel and entertainment                 | ---                                           | 1,339                                         | 5,101                                                  
|Filing fees                              | 784                                           | ---                                           | 4,042                                                  
|Other services                           | ---                                           | ---                                           | 50                                                     
|TOTAL                                    | $2,312                                        | $1,462                                        | $62,740                                                

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7

SUMMARY  Total expenses for the quarter ended November 30,
2008 amounted to $2,312 while $1,462 was spent in the similar period ended
November 30, 2007. For the six month periods ended November 30, 2008 and
November 30, 2007, the comparative values were $29,531 and $8,295 respectively.
A total of $62,470 in expenses has been incurred since inception on April 11,
2006 through November 30, 2008. The costs can be subdivided into the following
categories which have and will vary from quarter to quarter based on the level
of corporate activity, exploration and results and capital raising.

CONTRIBUTED EXPENSES: No contributed expenses were incurred for
the quarter or six months ended November 30, 2008 or November 30, 2007. $50 was
incurred in the period from inception on April 11, 2006 to November 30, 2008.
All contributed expenses are reported as contributed costs with a corresponding
credit to additional paid-in capital.

PROFESSIONAL FEES: $1,335 in professional fees were incurred
for the quarter ended November 30, 2008 while $0 was spent in the similar period
ended November 30, 2007. For the six month periods ended November 30, 2008 and
November 30, 2007, the comparative values were $2,010 and $6,000 respectively.
From inception to April 11, 2006, we have incurred $20,792 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
quarter or six month periods ended November 30, 2008 or November 30, 2007 and no
compensation costs have been incurred since inception.

OFFICE EXPENSES: $116 was expended on the office for the
quarter ended November 30, 2008 while $63 was spent in the similar period ended
November 30, 2007. For the six month periods ended November 30, 2008 and
November 30, 2007, the comparative values were $1,267 and $104 respectively.
From April 11, 2006 (inception) through November 30, 2008 a total of $4,746 has
been spent on office expenses.

LOSSS ON FOREIGN EXCHANAGE: $77 in foreign exchange losses were
incurred for the quarter ended November 30, 2008 while $0 was spent in the
similar period ended November 30, 2007. For the six month periods ended November
30, 2008 and November 30, 2007, the comparative values were $79 and $0
respectively. From April 11, 2006 (inception) through November 30, 2008 a total
of $168 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,
2008 and $1,399 was expended in the similar period last year. For the six month
periods ended November 30, 2008 and November 30, 2007, the comparative values
were $2,460 and $792 respectively. For the period April 11, 2006 (inception)
through November 30, 2008 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 period ended on November 30, 2008 and $0
for the similar period ended November 30, 2007. For the six month periods ended
November 30, 2008 and November 30, 2007, the comparative values were $1,290 and
$0 (nil) respectively. From April 11, 2006 (inception) through November 30, 2008
$3,246 has been spent on communication costs related to establishing our
business.

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8

FILING FEES: $784 in filing fees was incurred for the quarter
ended November 30, 2008 and $0 (nil) was spent in the quarter ended November 30,
2007. For the six month periods ended November 30, 2008 and November 30, 2007,
the comparative values were $2,343 and $1,399 respectively. For the period April
11, 2006 (inception) through November 30, 2008, Theron has spent $4,042 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 quarter under review. From April
11, 2006 (inception) through November 30, 2008 Theron has spent a total of
$4,242 on mineral property acquisition expenses.

MINERAL PROPERTY EXPLORATION COSTS: Theron advanced $20,083
during the preceding quarter for the first phase of the planned exploration
program on our optioned mineral claims. No such costs had previously been
incurred. From April 11, 2006 (inception) through November 30, 2008 we have
spent $20,083 on mineral property exploration expenses.

OTHER GENERAL AND ADMINISTRATIVE COSTS: $0 (nil) in other
costs have been expensed for the quarter ended November 30, 2008; none were
incurred for the similar period ended November 30, 2007. For the six month
periods ended November 30, 2008 and November 30, 2007, the comparative values
were $0. From April 11, 2006 (inception) through November 30, 2008, we have
expended $50 on other or miscellaneous expenses or services generally related to
losses on currency exchange.

NET CASH USED IN OPERATING ACTIVITIES: For the quarter ended
November 30, 2008, $4,707 in net cash was used and for the similar period in
2007 the amount was $13,295. For the six month periods ended November 30, 2008
and November 30, 2007, the comparative values were $34,251 and $13,295
respectively. We have used $60,462 in net cash from Inception on April 11, 2006
to November 30, 2008.

INCOME TAX PROVISION: As a result of operating losses, there
has been no provision for the payment of income taxes to date in 2008 or from
the date of inception.

Theron did not net sell or issue any shares of its common stock
during the most recent quarter. As of the date of this report Theron has
6,900,000 common shares issued and outstanding net of 1,000,000 shares of stock
that are subject to rescission.

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

Plan of Operation

Theron believes we can satisfy our cash requirements for the
current fiscal year end of May 31, 2009 with available cash on hand. As of
November 30, 2008, we had a deficit of $47,642 in unallocated working
capital.

For the balance of the current fiscal year to May 31, 2009 we
will concentrate our efforts on completing the S-1 rescission registration
statement to be filed with the SEC later in January and then commence the phase
I work program on the optioned mineral property in the spring of 2009. Following
industry trends and demands, we are also considering the acquisition of other
properties and projects of merit. In either situation, a new public offering
would be needed and completed during a subsequent period.

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

---

9

Presently, our revenues are not sufficient to meet operating
and capital expenses. We have incurred operating losses since inception, and
this is likely to continue through fiscal 2008  2009. Management projects that
we will require a total of up to $120,000 to fund ongoing operating expenses and
working capital requirements for the next twelve months, broken down as
follows:

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

As at November 30, 2008, we had a working capital deficit of
$47,642. We do not anticipate that we will be able to satisfy any of these
funding requirements internally until we significantly increase our
revenues.

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended May 31, 2008, our independent auditors included an
explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosures
describing the circumstances that lead to this disclosure by our independent
auditors.

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

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

Liquidity and Capital Resources

As of end of the last quarter on November 30, 2008, we have yet
to generate any revenues from operations.

Since inception, we have used our common stock and loans or
advances from our officers and directors to raise money for our optioned
acquisition and for corporate expenses. Net cash provided by financing
activities from inception on April 11, 2006 to November 30, 2008 was $78,000 as
a result of gross proceeds received from sales of our common stock of $65,000
(less offering costs) and a $13,000 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.

As of November 30, 2008 our total assets consisting entirely of
cash and prepaid expenses amounted to $4,538 and total liabilities were $52,180
including $50,000 related to the common stock that is subject to rescission.
Working capital stood at negative $47,642.

For the three months ended November 30, 2008 the net loss was
$2,312 ($0.000 per share). The loss per share was based on a weighted average of
6,900,000 common shares outstanding net of 1,000,000 shares that are subject to
rescission. The net loss from Inception to November 30, 2008 is $62,470.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
November 30, 2008. Inflation is moderately higher than it was during 2007 but
the actual rate of inflation is not material and is not considered a factor in
our contemplated capital expenditure program.

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10

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 (defined below)). 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
      Securities Exchange Act of 1934, as amended (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, 2008, 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 and has not been party to any legal
proceedings in the quarter under review.

Item 2. Changes in Securities

Theron had 6,900,000 shares of common stock issued and
outstanding as of November 30, and January 13, 2009 net of 1,000,000
rescissionable shares. Of these shares, approximately 6,000,000 shares are held
by an affiliate of the Corporation; some of those shares can be resold in
compliance with the limitations of Rule 144 as adopted by the Securities Act of
1933, as amended.

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

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

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

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11

Item 5. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on
April 11, 2006 to November 30, 2008 was $65,000 as a result of proceeds received
from sales of our common stock and advances made by our officer and director.
During that same period, the following indicates how the proceeds have been
spent to date:

|Acquisition of Mineral Property Interest         | $ 4,242
|------------------------------------------------ | -------
|Exploration of Mineral Property  advance        | 20,083 
|Loss on Currency Exchange                        | 168    
|Professional Fees                                | 20,792 
|Communications Expenses                          | 3,246  
|Office Expenses                                  | 4,746  
|Travel, Entertainment and Meals                  | 5,101  
|Filing Fees                                      | 4,042  
|Other Costs and Services                         | 0      
|Total Use of
      Proceeds to November 30, 2008 | $62,420

Common Stock

During the quarter ended November 30, 2008, no shares of common
stock were issued. As of November 30 and January 13, 2009 there were 6,900,000
shares issued and outstanding net of 1,000,000 rescissionable shares.

During May, 2008, the Company received $50,000 in share
subscriptions 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 04, 2007 under the
mistaken assumption that the registration statement had become effective through
the passage of time. All of the subscribers have been informed of this
situation.

As a result, the Company is making a rescission offering to the
subscribers and the selling shareholders to refund their monies with interest if
so requested under its S-1 Rescission Offering registration statement. These
shares of common stock may be 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.

Options

No options were granted during the three-month period ending
November 30, 2008.

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 any person without charge by contacting our offices by
telephone at (888) 755-9766 or writing to 1596 Gulf Road, No. 34, Point Roberts,
Washington 98281

Web Site

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12

Theron does not maintain a Web site but has an e-mail address
at therongroup@gmail.com.

Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K filed during the quarter ended November 30,
2008: NONE

Exhibits

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

SIGNATURES

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

Theron Resource Group(Registrant)

| | Date: January 13, 2009                                                                    
| | ------------------------------------------------------------------------------------------
| |                                                                                           
| | BY:                                                                                       
| |                                                                                           
| | Jerry R. Satchwell, President, Chief Executive
      Officer, Principal Executive Officer,
| |                                                                                           
| |                                                                                           

---