---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

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

For the quarterly period ended FEBRUARY 28, 2011

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

For the transition period from _____to _______

Commission file number: 000-53845

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

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

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

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

Securities Registered Under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value(Title of class)

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

Indicate by check mark whether the registrant is a shell
Corporation (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
Corporation.

Large accelerated filer [ ]
    Accelerated filer [ ]Non-accelerated filer [ ]
    Smaller reporting Corporation  [ x ]


State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: 7,900,000 shares
of Common Stock as of the date of this periodic report.The aggregate market
value of the of the voting stock held by non-affiliates of the issuer as of the
date of this report was approximately $1,729,400 based on the last reported
sales price on the OTC Bulletin Board on that date. We do not have any
authorized, issued or outstanding non-voting common stock.

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

---

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

---

|Theron Resource Group         
|------------------------------
|(an Exploration Stage Company)
|Balance Sheets                
|February 28, 2011             

|                                                                                                                                                     |   |                   |   |   |                   |   |   |              |  
|---------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------------- | - | - | ----------------- | - | - | ------------ | -
|                                                                                                                                                     |   | Nine Months       |   |   | Nine Months       |   |   |              |  
|                                                                                                                                                     |   | ended             |   |   | ended             |   |   |              |  
|                                                                                                                                                     |   | February 28, 2011 |   |   | February 28, 2010 |   |   | May 31, 2010 |  
|                                                                                                                                                     |   | (Unaudited)       |   |   | (Unaudited)       |   |   | (Audited)    |  
|Assets                                                                                                                                               |   |                   |   |   |                   |   |   |              |  
|                                                                                                                                                     |   |                   |   |   |                   |   |   |              |  
|Current assets                                                                                                                                       |   |                   |   |   |                   |   |   |              |  
|Cash and cash equivalents                                                                                                                            | $ | 109               |   | $ | 367               |   | $ | 2,000        |  
|Prepaid expenses                                                                                                                                     |   | 0                 |   |   | 0                 |   |   | 0            |  
|                                                                                                                                                     |   |                   |   |   |                   |   |   |              |  
|Total Assets                                                                                                                                         |   | 109               |   |   | 367               |   |   | 2,000        |  
|                                                                                                                                                     |   |                   |   |   |                   |   |   |              |  
|Liabilities and Stockholders'
      Equity                                                                                                           |   |                   |   |   |                   |   |   |              |  
|                                                                                                                                                     |   |                   |   |   |                   |   |   |              |  
|Current liabilities                                                                                                                                  |   |                   |   |   |                   |   |   |              |  
|Accounts Payable and accrued
      liabilities                                                                                                       |   | 3,380             |   |   | 1,225             |   |   | 4,500        |  
|Due to related party                                                                                                                                 |   | 25,000            |   |   | 25,000            |   |   | 18,000       |  
|                                                                                                                                                     |   |                   |   |   |                   |   |   |              |  
|Total liabilities                                                                                                                                    |   | 28,380            |   |   | 26,225            |   |   | 22,500       |  
|                                                                                                                                                     |   |                   |   |   |                   |   |   |              |  
|Stockholders' equity                                                                                                                                 |   |                   |   |   |                   |   |   |              |  
|Common stock, 500,000,000 shares
      authorized, 
                par
      value $0.001, 7,900,000 shares issued and 
                outstanding |   | 7,900             |   |   | 7,900             |   |   | 7,900        |  
|Additional paid-in
      capital                                                                                                                     |   | 57,150            |   |   | 57,150            |   |   | 57,150       |  
|Other comprehensive loss                                                                                                                             |   | (222              | ) |   | (222              | ) |   | (222         | )
|Deficit accumulated
      during the exploration stage                                                                                               |   | (93,099           | ) |   | (90,686           | ) |   | (85,328      | )
|Total
      stockholders' equity                                                                                                                     |   | (28,271           | ) |   | (25,858           | ) |   | (20,500      | )
|                                                                                                                                                     |   |                   |   |   |                   |   |   |              |  
|Total
      liabilities and stockholders' equity                                                                                                     | $ | 109               |   | $ | 367               |   | $ | 2,000        |  

See accompanying notes to financial statements

---

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

|                                                                              |   |              |   |   |              |   |   |              |   |   |              |   |   | For the period      |  
|----------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | ------------------- | -
|                                                                              |   | Three months |   |   | Three months |   |   | Nine months  |   |   | Nine months  |   |   | April 11, 2006      |  
|                                                                              |   | ended        |   |   | ended        |   |   | ended        |   |   | ended        |   |   | (date of inception) |  
|                                                                              |   | February 28, |   |   | February 28, |   |   | February 28, |   |   | February 28, |   |   | through             |  
|                                                                              |   | 2011         |   |   | 2010         |   |   | 2011         |   |   | 2010         |   |   | February 28, 2011   |  
|                                                                              |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Revenues                                                                      | $ |              |   | $ | ---          |   | $ |              |   | $ | ---          |   | $ | ---                 |  
|                                                                              |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Expenses                                                                      |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Acquisition of mineral property interest                                      |   | ---          |   |   | ---          |   |   | ---          |   |   | ---          |   |   | 4,242               |  
|Mineral property exploration                                                  |   | ---          |   |   | ---          |   |   | ---          |   |   | ---          |   |   | 20,082              |  
|Loss on foreign exchange                                                      |   | (1           | ) |   | (3           | ) |   | (3           | ) |   | (3           | ) |   | 89                  |  
|Professional fees                                                             |   | 1,168        |   |   | 861          |   |   | 3,230        |   |   | 2,061        |   |   | 34,909              |  
|Communications expense                                                        |   | ---          |   |   | ---          |   |   | ---          |   |   | ---          |   |   | 3,805               |  
|Office expenses                                                               |   | 46           |   |   | 34           |   |   | 119          |   |   | 73           |   |   | 5,559               |  
|Travel and entertainment                                                      |   | ---          |   |   | ---          |   |   | 839          |   |   | 839          |   |   | 7,413               |  
|Transfer agent                                                                |   | 600          |   |   | 600          |   |   | 1,890        |   |   | 1,290        |   |   | 6,615               |  
|Filing fees                                                                   |   | 600          |   |   | 1,098        |   |   | 1,697        |   |   | 1,098        |   |   | 10,335              |  
|Other services                                                                |   | ---          |   |   | ---          |   |   | ---          |   |   | ---          |   |   | 50                  |  
|                                                                              |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Total expenses                                                                |   | 2,413        |   |   | 2,590        |   |   | 7,772        |   |   | 5,358        |   |   | 93,099              |  
|                                                                              |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Net loss                                                                      | $ | (2,413       | ) | $ | (2,590       | ) | $ | (7,772       | ) | $ | (5,358       | ) | $ | (93,099             | )
|                                                                              |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Basic and diluted loss per common share                                       | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.00        | ) |   |                     |  
|                                                                              |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Weighted average number of common shares
      used in per share calculations |   | 7,900,000    |   |   | 7,900,000    |   |   | 7,900,000    |   |   | 6,900,000    |   |   |                     |  

See accompanying notes to financial statements

---

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

|                                                                                       |  |             |  |  |        |  |  |            |  |  |               |   |  | 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            |  
|Net los for the year                                                                   |  |             |  |  |        |  |  |            |  |  |               |   |  | (18,165     | ) |  | (18,165       | )
|BALANCE,MAY31,2008                                                                     |  | 6,900,000   |  |  | 6,900  |  |  | 8,150      |  |  | (222          | ) |  | (32,939     | ) |  | (18,111       | )
|Commonsharesissued forcash                                                             |  | 1,000,000   |  |  | 1,000  |  |  | 49,000     |  |  | ---           |   |  | ---         |   |  | 50,000        |  
|Net Loss for the year                                                                  |  | ---         |  |  | ---    |  |  | ---        |  |  | ---           |   |  | (35,834     | ) |  | (35,834       | )
|BALANCE,MAY31,2009                                                                     |  | 7,900,000   |  |  | 7,900  |  |  | 57,150     |  |  | (222          | ) |  | (68,773     | ) |  | (3,945        | )
|Net Loss for the year                                                                  |  | ---         |  |  | ---    |  |  | ---        |  |  | ---           |   |  | (16,555     | ) |  | (16,555       | )
|BALANCE,MAY312010                                                                      |  | 7,900,000   |  |  | 7,900  |  |  | 57,150     |  |  | (222          | ) |  | (85,328     | ) |  | (20,500       | )
|Net Loss for the nine months 
    ended February 28, 2011                              |  | ---         |  |  | ---    |  |  | ---        |  |  | ---           |   |  | (7,772      | ) |  | (7,772        | )
|BALANCE,FEBRUARY28,2011                                                                |  | 7,900,000   |  |  | 7,900  |  |  | 57,150     |  |  | (222          | ) |  | (93,099     | ) |  | (28,271       | )

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 |   |   | Nine months  |   |   | Nine months  |   |   | April 11, 2006      |  
|                                                                                               |   | ended        |   |   | ended        |   |   | ended        |   |   | ended        |   |   | (date of inception) |  
|                                                                                               |   | February 28, |   |   | February 28, |   |   | February 28, |   |   | February 28, |   |   | through             |  
|                                                                                               |   | 2011         |   |   | 2010         |   |   | 2011         |   |   | 2010         |   |   | February 28, 2011   |  
|                                                                                               |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Cash flows used for operating activities                                                       |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Net loss                                                                                       | $ | (2,413       | ) | $ | (2,590       | ) | $ | (7,772       | ) | $ | (5,358       | ) | $ | (93,099             | )
|Adjustments to reconcile net loss to net
      cash provided 
        by operating activities: |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Contributed services                                                                           |   | 0            |   |   | 0            |   |   |              |   |   | 0            |   |   | 50                  |  
|Other comprehensive loss                                                                       |   | 0            |   |   | 0            |   |   |              |   |   | 0            |   |   | (222                | )
|Changes in operating assets and liabilities                                                    |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|( Increase) decrease in prepaid expenses                                                       |   | 0            |   |   | 0            |   |   |              |   |   | 0            |   |   | 0                   |  
|Increase (decrease)  in accounts payable & accrued liabilities                                 |   | 2,155        |   |   | (3,475       | ) |   | (1,119       | ) |   | (3,275       | ) |   | 3,380               |  
|                                                                                               |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Cash flows used for operating activities                                                       |   | (258         | ) |   | (6,065       | ) |   | (8,891       | ) |   | (8,633       | ) |   | (89,891             | )
|                                                                                               |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Cash flows from financing activities                                                           |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Advances (repayments) from (to) related party                                                  |   |              |   |   | 5,000        |   |   | 7,000        |   |   | 7,000        |   |   | 25,000              |  
|Proceeds from issuance of common stock                                                         |   |              |   |   | 0            |   |   |              |   |   | 0            |   |   | 65,000              |  
|                                                                                               |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Cash flows from financing activities                                                           |   | 0            |   |   | 5,000        |   |   | 7,000        |   |   | 7,000        |   |   | 90,000              |  
|                                                                                               |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Increase in cash and cash equivalents                                                          |   | (258         | ) |   | (1,065       | ) |   | (1,891       | ) |   | (1,633       | ) |   | 109                 |  
|                                                                                               |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Cash and cash equivalents - Beginning of period                                                |   | 367          |   |   | 1,432        |   |   | 2,000        |   |   | 2,000        |   |   | 0                   |  
|                                                                                               |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|Cash and cash equivalents - End of period                                                      | $ | 109          |   | $ | 367          |   | $ | 109          |   | $ | 367          |   | $ | 109                 |  
|                                                                                               |   |              |   |   |              |   |   |              |   |   |              |   |   |                     |  
|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            
|---------------------------------
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS
|FEBRUARY 28, 2011                

Note 1  Nature of Operations

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

Theron is an exploration stage company and is subject to
  compliance with ASC (Accounting Standards Codification) Topic Accounting and
    Reporting by Development Stage Companies. We are devoting our resources to
  establishing the new business of which only the first phase of exploration has
  been completed and on which operations have not yet commenced; accordingly, no
  revenues have been earned from April 11, 2006 (date of inception), to February
  28, 2011.

Note 2  Basis of Presentation and Going
  Concern

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

The condensed financial statements presented herein have been
  prepared by the Company in accordance with the accounting policies in its
  audited financial statements for the period April 11, 2006 (inception), through
  May 31, 2010, as filed in its Form 10-K Report dated August 31, 2010, and should
  be read in conjunction with the notes thereto. Our accounting and reporting
  policies conform to accounting principles generally accepted in the United
  States of America applicable to exploration stage enterprises.

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

Therons financial statements at February 28, 2011, have been
  prepared on a going concern basis, which contemplates the realization of assets
  and settlement of liabilities and commitments in the normal course of business.
  We incurred a loss of $2,413 for the three month period, a loss of $7,772 for
  the nine month period ended February 28, 2011, and a loss of $93,099 for the
  period from April 11, 2006 ( inception), through February 28, 2011. In addition,
  the Company has not generated any revenues and no revenues are anticipated until
  we begin removing and selling gold; there is no assurance that a commercially
  viable deposit exists on the mineral claims that we have under option. These
  conditions raise substantial doubt as to our ability to continue as a going
  concern.

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

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

---

|THERON RESOURCE GROUP            
|---------------------------------
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS
|FEBRUARY 28, 2011                

Note 3  Summary of Significant Accounting Policies

Cash and cash equivalents

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

Mining exploration costs

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

As of February 28, 2011, the Company has not established any proven or probable reserves on its mineral properties and has incurred no acquisition or exploration costs.

Reclamation costs

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

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

Use of estimates

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

Fair value of financial instruments and derivative financial instruments

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

---

|THERON RESOURCE GROUP            
|---------------------------------
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS
|FEBRUARY 28, 2011                

Note 3  Summary of Significant Accounting Policies (continued)

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

Income taxes

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

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

No provision for income taxes has been recorded due to the net operating loss carry forwards totalling $93,099 as of February 28, 2011, that will be offset against future taxable income. The available net operating loss carry forwards expire in
  various years through 2030. No tax benefit has been reported in the financial statements because the Corporation believes there is a 50% or greater chance the carry forwards will expire unused.

Basic and diluted net loss per share

We compute net income (loss) per share in accordance with ASC Topic Earnings per Share. The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted
  net loss per share gives effect to all dilutive potential common shares outstanding during the period using the as if converted basis. For the nine-month period ended February 28, 2011, and for the period April 11, 2006 (inception),
  through February 28, 2011, there were no potential dilutive securities.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. We place our cash with high quality financial institutions and at times may exceed the FDIC insurance limit.

Special purpose entities

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

Impairment or Disposal of Long-Lived Assets

In August 2001, ASC Topic Accounting for the Impairment or Disposal of Long-Lived Assetswas issued. FAS 144 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of including
  the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to
  their estimated fair value based on the best information available.

---

|THERON RESOURCE GROUP            
|---------------------------------
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS
|FEBRUARY 28, 2011                

Note 3  Summary of Significant Accounting Policies (continued)

Stock Based Compensation

We account for our stock-based compensation in accordance with ASC Topic Share-Based Paymentand recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to
  employees and non-employees. We did not grant any new employee options and no options were cancelled or exercised during the quarter or nine-month period ended February 28, 2011. As of February 28, 2011, there were no options outstanding.

Business segments

ASC Topic Disclosures About Segments of an Enterprise and Related Informationestablishes standards for the way that public companies report information about operating segments in annual financial statements and requires
  reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. We have evaluated
  the requirements of this Topic and determined that it is not applicable to our operations.

Start-up expenses

Theron adopted ASC Topic Reporting the Costs of Start-up Activitieswhich requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Companys formation
  have been included in general and administrative expenses for the period from April 11, 2006 (inception), through February 28, 2011.

Foreign currency translation

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

Recently issued accounting pronouncements

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

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

---

|THERON RESOURCE GROUP            
|---------------------------------
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS
|FEBRUARY 28, 2011                

Note 3  Summary of Significant Accounting Policies
  (continued)

In January 2010, the FASB issued ASU No. 2010-06, Fair Value
  Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value
  Measurements.ASU No. 2010-06 amends ASC 820 and clarifies and provides
  additional disclosure requirements on the transfers of assets and liabilities
  between Level 1 (quoted prices in active market for identical assets or
  liabilities) and Level 2 (significant other observable inputs) of the fair value
  measurement hierarchy, including the reasons for and the timing of the
  transfers. Additionally, the guidance requires a roll forward of activities on
  purchases, sales, issuance, and settlements of the assets and liabilities
  measured using significant unobservable inputs (Level 3 fair value
  measurements). Other than requiring additional disclosures, adoption of this new
  guidance will not have a material impact on our financial statements.

Note 4  Common stock transactions

|Activity for the period April
      11, 2006 (inception) to May 31, 2006
|------------------------------------------------------------------------
|                                                                        
|                                                                        
|Activity for the period June 1,
      2006 to May 31, 2007              
|                                                                        
|                                                                        
|Activity for the period June 1,
      2007 to May 31, 2008              
|                                                                        
|                                                                        
|Activity for the period June 1,
      2008 to May 31, 2009              
|                                                                        
|                                                                        
|Activity for the period June 1,
      2009 to May 31, 2010              
|                                                                        
|                                                                        
|Activity for the period June 1,
      2010 to February 28, 2011         
|                                                                        

Note 5  Common Stock Subject to Rescission

During April and May, 2008, Theron received $41,500 and had a
  subscription receivable in the amount of $8,500 for 1,000,000 common shares at a
  price of $0.05 per share subscribed for under the Companys SB-2. In addition,
  between December, 2007 and May, 2008, the selling shareholders as indicated in
  the SB-2 offering sold 900,000 shares to three new shareholders. All of the
  1,900,000 shares issued or resold were sold prior to the declaration of an
  effective date for our SB-2 registration statement filed on October 05, 2007,
  under our mistaken assumption that the registration statement had become
  effective through the passage of time. All of the subscribers were informed of
  the situation.

On April 3, 2009, under an S-1 rescission offering registration
  statement we offered to rescind a total of 1,900,000 shares of common stock
  issued or sold by the selling shareholders under its October, 2007, SB-2
  registration

---

|THERON RESOURCE GROUP            
|---------------------------------
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS
|FEBRUARY 28, 2011                

Note 5  Common Stock Subject to Rescission (continued)

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

Note 6  Related party transactions

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

We issued a total of 6,000,000 shares of restricted common stock in April, 2006 to our director for $6,000 ($0.001 per share) as founder shares. (Note 4).

As of February 28, 2011, the amount due to a related party consists of a $25,000 advance from our officer and director which was provided for working capital purposes. The balance is non-interest bearing, unsecured and has no fixed terms of
  repayment.

Note 7  Commitments

Under the terms of the Option to Purchase and Royalty Agreement, Theron must incur exploration expenditures on the George claims in the minimum amount of $20,000 by November 30, 2008, (paid) and an additional $40,000 by February 28, 2010,
  which has not been carried out due to the late receipt of an engineering report. In the event that the results of the development phases are unfavorable, the Company will terminate the option and will not be obligated to make any subsequent
  payments. On July 25, 2010, we received an engineering report on the first phase project and must spend some time reviewing it and its implications before determining future actions. The Vendor has verbally agreed not to terminate the option
  agreement until at least 270 days after the receipt of the engineering report on the phase I exploration work carried out in mid 2009, i.e., the Vendor will not terminate the agreement prior to April 25, 2011.

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

---

|THERON RESOURCE GROUP            
|---------------------------------
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS
|FEBRUARY 28, 2011                

Note 8  Subsequent Events

Under the terms of the Option to Purchase and Royalty Agreement, we must incur exploration expenditures on the George claims of an additional $40,000 by February 28, 2010. The Vendor has verbally agreed not to terminate the option agreement
  until at least 270 days after the receipt of the engineering report, i.e., the Vendor will not terminate the agreement prior to April 25, 2011.

On March 7, 2011, the Corporation signed a promissory note loan agreement with Sino Light Group Limited of Hong Kong for the loan of $50,000 to the Corporation to pay down our financial obligations to trade and other creditors and to provide
  working capital to allow due diligence expenses in the search for new acquisitions for Theron. The note has a two year repayment period (being due and payable on March 6, 2013, and carries interest at the rate of 5% per month for the duration of the loan.

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

---

2

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

Cautionary Statement Regarding Forward-Looking
Statements

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

In some cases, you can also identify forward-looking statements
by terminology such as may, will, should, plans, predicts, potential
or continue or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section Risk
Factors on page 4, that may cause our or our industry's actual results, levels
of activity, performance or achievements to be materially different from future
results, levels of activity, performance or achievements stated or implied by
these statements.

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

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

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

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

Foreign Currency and Exchange Rates

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

---

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING FEBRUARY 28, 2011,
SHOULD BE READ IN CONJUNCTION WITH THE CORPORATIONS FINANCIAL STATEMENTS,
INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-Q AND IN OUR
ANNUAL REPORT FILED ON FORM 10-K.

---

3

Overview

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

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

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

The phase I exploration program on the George property was
completed on June 04, 2009, under the supervision of Egil Livgard, P. Eng., the
author of the initial geological report and cost $20,000. The Assessment Report
on the work carried out on the Claims was received in late July, 2010 and called
for a Phase II work program which will cost an estimated $155,000. We are
currently reviewing the recommendation and seeking financing for moving forward
with the project; no decisions have yet been made and no expressions of interest
in assisting with the financing have been received to date.

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

The reader of this periodic report is directed to our Form 10-K
Report for May 31, 2010, dated August 31, 2010, and our S-1 registration
statement dated April 3, 2008, for further discussion of the property, mineral
exploration in Canada, maps, geology and other background information on the
optioned property.

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

Our business plan continues to be proceeding with the
exploration of the George mineral claims to determine if there are commercially
exploitable deposits of gold and silver; however, we are seeking alternative
opportunities to increase the value of the Corporation. The option agreement
expired May 31, 2009, but the property owner has verbally agreed to take no
action to terminate the agreement until such time as we have been able to review
the engineering report, evaluate the various financing options that may be
available to us and are in a position to determine how and when we will be able
to move forward with the project. We received the report on July 25, 2010, and
must spend some time reviewing it and its implications before determining future
actions. The Vendor has verbally agreed not to terminate the option agreement
until at least 270 days after the receipt of the engineering report on the phase
I exploration work carried out in mid 2009; i.e., the Vendor will not terminate
the agreement prior to April 25, 2011.

Evaluation and conclusions  Phase I exploration
program

The exploration in 2008 and 2009 and that discussed in the
report consisted of further stream silt sampling, two grids of soil sampling,
rock sampling and geological examination. The soil and rock sampling on the
north part of the claims outlined anomalous soil in copper and values of gold
and copper in narrow stringers. Exploration in 2008 consisted of a bark sample
with analysis for halogen gasses in an attempt to reach response from mineralization at depth. Soil sampling
south of the initial survey was carried out without any positive results. Some
geology and further rock sampling was also done.

---

4

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

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

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

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

The estimated costs of the above recommendations total
$155,000.

Employees

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

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

Offices

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

---

5

Risk Factors

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

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

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

Livgard has granted an option to Theron to allow us to explore,
mine and recover any minerals on the claims. As with the preceding, if he were
to grant an option to another party, that party would be able to enter the
claims, carry out certain work commitments and earn right and title to the
claims; we would have little recourse as we would be harmed, would not own any
claims and would have to cease operations. However, in either event, Livgard
would be liable to us for monetary damages for breach of the agreement. The
extent of that liability would be for our out of pocket costs for expenditures
on the claims, if any, in addition to any lost opportunity costs if the claims
proved to be of value in the future. The agreement does not specifically
reference these risks or the recourse. Although we would have recourse against
the vendor in the situations described, there is a question as to whether that
recourse would have specific value.

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

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

Results of Operations

Theron was incorporated on April 11, 2006; comparative periods
for the three- and nine-month periods ended February 28, 2011, February 28,
2010, and April 11, 2006 (inception), through February 28, 2011, are presented
in the following discussion.

Since inception, we have used our common stock and loans or
advances from our director to raise money for our optioned acquisition and for
corporate expenses. Net cash provided by financing activities (less offering
costs) from inception on April 11, 2006, to February 28, 2011, was $90,000
($65,000 as a result of proceeds received from sales of our common stock and
$25,000 advanced without terms of repayment).

The Corporation did not generate any revenues from operations
for the quarter ended February 28, 2011. To date, we have not generated any
revenues from our mineral exploration business.

REVENUES

REVENUE  Gross revenue for the quarter ended February 28,
2011,was $0 and $0 for the same periods in the previous fiscal year.

COMMON STOCK Net cash provided by equity financing activities
during the quarters and nine month periods ended February 28, 2011 and 2010, was
nil ($0); $65,000 was received for the period from inception on April 11, 2006, through to and including February
28, 2011. No options or warrants were issued to issue shares at a later date in
the most recent quarter.

---

6

EXPENSES

|                                |   | Three months   |   |   | Three months   |   |  | Nine-months    |   |  | Nine-months    |   |  | Apr 11, 2006       | 
|------------------------------- | - | -------------- | - | - | -------------- | - |  | -------------- | - |  | -------------- | - |  | ------------------ | 
|                                |   | ended          |   |   | ended          |   |  | ended          |   |  | ended          |   |  | (inception)        | 
|                                |   | November       |   |   | November       |   |  | November       |   |  | November       |   |  | through            | 
|                                |   | 30,
      2011 |   |   | 30,
      2010 |   |  | 30,
      2010 |   |  | 30,
      2009 |   |  | Nov.
      30 2010 | 
|Expense Item                    |   |                |   |   |                |   |  |                |   |  |                |   |  |                    | 
|Acquisition of mineral property | $ | ---            |   | $ | ---            |   |  | ---            |   |  | ---            |   |  | 4,242              | 
|Mineral property exploration    |   | ---            |   |   | ---            |   |  | ---            |   |  | ---            |   |  | 20,082             | 
|Loss(gain) on foreign exchange  |   | (1             | ) |   | (3             | ) |  | (3             | ) |  | (3             | ) |  | 89                 | 
|Professional fees               |   | 1,168          |   |   | 861            |   |  | 3,230          |   |  | 2,061          |   |  | 34,909             | 
|Communications expense          |   | ---            |   |   | ---            |   |  | ---            |   |  | ---            |   |  | 3,805              | 
|Office expenses                 |   | 46             |   |   | 34             |   |  | 119            |   |  | 73             |   |  | 5,559              | 
|Travel and entertainment        |   | ---            |   |   | ---            |   |  | 839            |   |  | 839            |   |  | 7,413              | 
|Transfer agent                  |   | 600            |   |   | 600            |   |  | 1,890          |   |  | 1,290          |   |  | 6,615              | 
|Filing fees                     |   | 600            |   |   | 1,098          |   |  | 1,697          |   |  | 1,098          |   |  | 10,335             | 
|Other services                  |   | ---            |   |   | ---            |   |  | ---            |   |  | ---            |   |  | 50                 | 
|                                |   |                |   |   |                |   |  |                |   |  |                |   |  |                    | 
|Total expenses                  |   | 2,413          |   |   | 2,590          |   |  | 7,772          |   |  | 5,358          |   |  | 93,099             | 

SUMMARY  Total expenses for the quarter ended February 28,
2011, amounted to $2,413 while $2,590 was spent in the similar period ended
February 28, 2010. For the nine month periods ended February 28, 2011, and
February 28, 2010, the comparative values were $7,772 and $5,358 respectively. A
total of $93,099 in expenses has been incurred since inception on April 11,
2006, through February 28, 2011. The costs can be subdivided into the following
categories which have and will vary from quarter to quarter based on the level
of corporate activity, exploration and results and capital raising.

MINERAL PROPERTY ACQUISITION COSTS: No mineral property
acquisition costs were incurred in the current quarters or nine month periods
under review. From April 11, 2006 (inception), through February 28, 2011, Theron
has spent a total of $4,242 on mineral property acquisition expenses. This cost
category will vary depending on our acquisition or disposition activities.

MINERAL PROPERTY EXPLORATION COSTS: No mineral property
exploration costs were incurred in the current quarters or nine month periods
under review. From April 11, 2006 (inception), through February 28, 2011, we
have spent $20,082 on mineral exploration expenses. These costs will vary
depending on our direct exploration efforts.

LOSSS ON FOREIGN EXCHANAGE: We gained $1 in foreign exchange
transactions for the quarter ended February 28, 2011, and $3 was gained in the
similar period ended February 28, 2010. For the nine month periods ended
February 28, 2011, and February 28, 2010, the comparative values were gains of
$3 and $3 respectively. From April 11, 2006 (inception), through February 28,
2011, a total of $89 has been lost on foreign exchange.

PROFESSIONAL FEES: $1,168 in professional fees were incurred
for the quarter ended February 28, 2011, while $861 was spent in the similar
period ended February 28, 2010. For the nine month periods ended February 28,
2011, and February 28, 2010, the comparative values were $3,230 and $2,061
respectively. From inception to April 11, 2006, we have incurred $34,909 in
professional fees mainly spent on legal and accounting matters. This cost
category will vary in spending depending on the legal and accounting activities
of the Corporation.

COMMUNICATIONS EXPENSES: $0 in communications costs were
incurred in the three or nine month periods ended on February 28, 2011, and
2010. From April 11, 2006 (inception), through February 28, 2011, $3,805 has
been spent on communication costs.

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7

OFFICE EXPENSES: $46 was expended on the office for the quarter
ended February 28, 2011, while $34 was spent in the similar period ended
February 28, 2010. For the nine month periods ended February 28, 2011, and
February 28, 2010, the comparative values were $119 and $73 respectively. From
April 11, 2006 (inception), through February 28, 2011, a total of $5,559 has
been spent on office expenses which are mostly comprised of facsimile, courier,
photocopy, postage and other general office expenses and services.

TRAVEL, ENTERTAINMENT AND MEAL EXPENSES: No travel,
entertainment or meal expenses were incurred for the quarters ended February 28,
2011 or in the similar period last year. For the nine month periods ended
February 28, 2011, and February 28, 2010, the comparative values were $839 and
$839 respectively. For the period April 11, 2006 (inception), through February
28, 2011, a total of $7,413 has been spent on this category.

FILING FEES: $600 in filing fee expenses were incurred for the
quarter ended February 28, 2011, and $1,098 was spent in the quarter ended
February 28, 2010. For the nine-month periods ended February 28, 2011, and
February 28, 2010, the comparative values were $1,697 and $1,098 respectively.
For the period April 11, 2006 (inception), through February 28, 2011, Theron has
spent $10,335 on filing fees. This cost category will change depending on filing
requirements with the SEC and other regulatory bodies.

TRANSFER AGENT FEES: We spent $600 in transfer agent fees and
related costs during the first quarter and $600 in the similar period in 2009.
For the nine month periods ended February 28, 2011, and February 28, 2010, the
comparative values were $1,890 and $1,290 respectively. From April 11, 2006
(inception), through February 28, 2011, we have spent $6,615 on transfer agent
expenses. These costs will vary depending on our share issuances.

COMPENSATION: No compensation costs were incurred for the
quarters ended February 28, 2011, or February 28, 2010, and no compensation
costs have been incurred since inception.

CONTRIBUTED EXPENSES (OTHER EXPENSES): No contributed expenses
were incurred for the quarters ended February 28, 2011, or February 28, 2010. A
total of $50 has been expensed in the period from inception on April 11, 2006,
to February 28, 2011. All contributed expenses are reported as contributed costs
with a corresponding credit to additional paid-in capital.

OTHER GENERAL AND ADMINISTRATIVE COSTS: $0 (nil) in other
costs have been expensed for the quarter ended February 28, 2011; none were
incurred for the similar period ended February 28, 2010. From April 11, 2006
(inception), through February 28, 2011, we have expended $0 (nil) on other or
miscellaneous expenses or services.

NET CASH USED IN OPERATING ACTIVITIES: For the three month
period ended February 28, 2011, $258 in net cash was used and for the similar
period ended on February 28, 2010, the amount was $6,065. For the nine month
periods ended February 28, 2011, and February 28, 2010, the comparative values
were $8,891 and $8,633 respectively. We have used $89,891 in net cash from
inception on April 11, 2006, to February 28, 2011.

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

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

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

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8

Plan of Operation

As of February 28, 2011, we had a deficit of $28,271 in
unallocated working capital.

For the balance of the current fiscal year to May 31, 2011, we
will concentrate our efforts on the review of the phase I work program on our
optioned mineral property and securing additional financing to be able to carry
out our business plan. Following industry trends and demands, we are also
considering the acquisition of other properties and projects of merit. In either
situation, we will try to raise the funds required from a new public offering, a
private placement, loans or the establishment of a joint venture whereby a third
party would pay the costs associated with phase II and we would retain a carried
interest. At the present time, we have not made any commitments on the raising
of additional funds and there is no assurance that we would be able to raise
money in the future.

Presently, our revenues are not sufficient to meet operating
and capital expenses. We have incurred operating losses since inception, and
this is likely to continue through fiscal 2011  2012. Management projects that
we will require a total of up to $250,000 to fund ongoing operating expenses and
working capital requirements for the next twelve months, broken down as
follows:

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


As at February 28, 2011, we had a working capital deficit of
$28,271. We do not anticipate that we will be able to satisfy any of these
funding requirements internally until we significantly increase our
revenues.

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended May 31, 2010, our independent auditors included an
explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosures
describing the circumstances that lead to this disclosure by our independent
auditors. Our issuance of additional equity securities could result in a
significant dilution in the equity interests of our current stockholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.

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

Liquidity and Capital Resources

As of end of the last quarter on February 28, 2011, we have yet
to generate any revenues from operations.

Since inception, we have used our common stock and loans or
advances from our officers and directors to raise money for our optioned
acquisition and for corporate expenses. Net cash provided by financing
activities from inception on April 11, 2006, to February 28, 2011, was $90,000
as a result of gross proceeds received from sales of our common stock of $65,000
(less offering costs) and a $25,000 advance from a related party. We issued
6,000,000 shares of common stock through a Section 4(2) offering in October,
2006 for cash consideration of $6,000. We issued 900,000 shares of common stock
through a Regulation D offering in November, 2006 for cash consideration of
$9,000 to a total of 3 placees. During May, 2009 $50,000 cash was provided by
financing activities as the result of the sale of 1,000,000 shares of common
stock at a price of $0.05 per share issued under our SB-2 registration statement
to a total of 44 placees.

As of February 28, 2011, our total assets, consisting entirely
of cash, amounted to $109 and total liabilities were $28,380. Working capital
stood at negative $28,271.

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9

For the three months ended February 28, 2011, the net loss was
$2,413 ($0.00 per share) as compared to a loss of $2,590 ($0.00 per share) for
the similar period last year. For the nine month periods ended February 28,
2011, and February 28, 2010, the comparative values were $7,772 and $5,358
respectively. The loss per share was based on a weighted average of 7,900,000
common shares outstanding at February 28, 2011, and February 28, 2010. The net
loss from inception to February 28, 2011, is $93,099.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
February 28, 2011. Although inflation is moderately higher than it was during
2009-2010, the actual rate of inflation is not material and is not considered a
factor in our contemplated capital expenditure program.

Item 3. Controls and Procedures

|(a) | Evaluation of Disclosure Controls and
      Procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | We carried out an evaluation, under the supervision and
      with the participation of our management, including our principal
      executive officer and principal financial officer, of the effectiveness of
      our disclosure controls and procedures (as defined in Rules 13a-15(e) and
      15d-15(e) of the Exchange Act). Based upon that evaluation, our principal
      executive officer and principal financial officer concluded that, as of
      the end of the period covered in this report, our disclosure controls and
      procedures were effective to ensure that information required to be
      disclosed in reports filed under the Exchange Act is recorded, processed,
      summarized and reported within the required time periods and is
      accumulated and communicated to our management, including our principal
      executive officer and principal financial officer, as appropriate to allow
      timely decisions regarding required disclosure.                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Our management, including our principal executive officer
      and principal financial officer, does not expect that our disclosure
      controls and procedures or our internal controls will prevent all error or
      fraud. A control system, no matter how well conceived and operated, can
      provide only reasonable, not absolute, assurance that the objectives of
      the control system are met. Further, the design of a control system must
      reflect the fact that there are resource constraints and the benefits of
      controls must be considered relative to their costs. Due to the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      have been detected. Accordingly, management believes that the financial
      statements included in this report fairly present in all material respects
      our financial condition, results of operations and cash flows for the
      periods presented.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b) | Changes in Internal Controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | During the quarter ended February 28, 2011, there were no
      changes in the Corporation'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 7,900,000 shares of common stock issued and
outstanding as of February, 28, 2011, and as of the date of this periodic
report. Of these shares, approximately 6,000,000 shares are held by an affiliate
of the Corporation; some of those shares can be resold in
compliance with the limitations of Rule 144 as adopted by the Securities Act of
1933, as amended.

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10

Item 3. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on
April 11, 2006, to February 28, 2011, was $90,000 as a result of proceeds
received from sales of our common stock and advances made by our officer and
director. During that same period, the following indicates how the proceeds have
been spent to date:

Acquisition of Mineral Property Interest
    $
    4,242Exploration of Mineral Property  advance
    
    20,082Loss on Currency Exchange
    
    89Professional Fees
    
    34,909Communications Expenses
    
    3,805Office Expenses
    
    5,559Travel, Entertainment and Meals
    
    7,413Filing Fees
    
    10,335Transfer Agent Fees
    
    6,615Other Costs and Services
    
    0Total Use of
      Proceeds to February 28, 2011
    $
    93,049


Common Stock

During the quarter ended February 28, 2011, no shares of common
stock were issued. As of February 28, 2011, and the date of this periodic
report, there were 7,900,000 shares issued and outstanding.

Options

No options were granted during the three-month period ending
February 28, 2011.

Code of Ethics

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

Web Site

Theron maintains a Web site at theron-resource-group.com and
has an e-mail address at info@theron-resource-group.com as well as at
theronresourcegroup@gmail.com.

Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K filed during the quarter ended February 28,
2011: NONE

Subsequent Events

Entering Into A Material Loan
Agreement

On March 7, 2011, the Corporation
signed a promissory note loan agreement with Sino Light Group Limited of Hong
Kong for the loan of $50,000 to the Corporation to pay down our financial
obligations to trade and other creditors and to provide working capital to allow
due diligence expenses in the search for new acquisitions for Theron. The note
has a two year repayment period (being due and payable on March 6, 2013, and
carries interest at the rate of 5% per month for the duration of the loan.

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11

Exhibits

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

SIGNATURES

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

Theron Resource Group |(Registrant)

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