---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended FEBRUARY 28, 2009

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

For the transition period from _______ to _______

Commission file number: 333-146518

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

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

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

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

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

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

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

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

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


State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: 6,900,000
shares of Common Stock as of January 13, 2009 net of 1,000,000 shares thatare subject to rescission as of April 15, 2009.

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, 2009

|                                                           |   | Nine Months       |  |  | Nine Months       |  |   |              | 
|---------------------------------------------------------- | - | ----------------- |  |  | ----------------- |  | - | ------------ | 
|                                                           |   | ended             |  |  | ended             |  |   |              | 
|                                                           |   | February 28, 2009 |  |  | February 29, 2008 |  |   | May 31, 2008 | 
|                                                           |   | (Unaudited)       |  |  | (Unaudited)       |  |   | (Audited)    | 
|Assets                                                     |   |                   |  |  |                   |  |   |              | 
|                                                           |   |                   |  |  |                   |  |   |              | 
|Current assets                                             |   |                   |  |  |                   |  |   |              | 
|Cash and cash equivalents                                  | $ | 908               |  |  | 3,538             |  | $ | 42,694       | 
|Subscription Receivable                                    |   | 0                 |  |  | 0                 |  |   | 8,500        | 
|Prepaid expenses                                           |   | 0                 |  |  | 1,000             |  |   | 595          | 
|                                                           |   |                   |  |  |                   |  |   |              | 
|Total Assets                                               |   | 908               |  |  | 4,538             |  |   | 51,789       | 
|                                                           |   |                   |  |  |                   |  |   |              | 
|Liabilities and Stockholders' Equity                       |   |                   |  |  |                   |  |   |              | 
|                                                           |   |                   |  |  |                   |  |   |              | 
|Current liabilities                                        |   |                   |  |  |                   |  |   |              | 
|Accounts Payable and
      accrued liabilities             |   | 175               |  |  | 2,000             |  |   | 6,900        | 
|Due to related party                                       |   | 0                 |  |  | 13,000            |  |   | 13,000       | 
|                                                           |   |                   |  |  |                   |  |   |              | 
|Total liabilities                                          |   | 175               |  |  | 15,000            |  |   | 19,900       | 
|                                                           |   |                   |  |  |                   |  |   |              | 
|Common Stock subject to Rescission (Note 5)                |   | 50,000            |  |  | 0                 |  |   | 50,000       | 
|                                                           |   |                   |  |  |                   |  |   |              | 
|                                                           |   |                   |  |  |                   |  |   |              | 
|Stockholders' equity                                       |   |                   |  |  |                   |  |   |              | 
|Common stock, 500,000,000 shares
      authorized,         |   |                   |  |  |                   |  |   |              | 
|par value
      $0.001, 6,900,000 shares issued and        |   |                   |  |  |                   |  |   |              | 
|outstanding - net of
      rescissionable 1,000,000 shares |   | 6,900             |  |  | 6,900             |  |   | 6,900        | 
|Additional paid-in
      capital                           |   | 8,150             |  |  | 8,150             |  |   | 8,150        | 
|Other comprehensive loss                                   |   | -222              |  |  | -222              |  |   | -222         | 
|Deficit accumulated
      during the exploration stage     |   | -64,095           |  |  | -25,290           |  |   | -32,939      | 
|Total
      stockholders' equity                           |   | -49,267           |  |  | -10,462           |  |   | -18,111      | 
|                                                           |   |                   |  |  |                   |  |   |              | 
|Total liabilities
      and stockholders' equity           | $ | 908               |  |  | 4,538             |  | $ | 51,789       | 

See accompanying notes to financial statements

---

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

For the periodThree months
      
      
      Three months
      
      
      Nine Months
      
      
      Nine Months
      
      
      April 11, 2006ended
      
      
      ended
      
      
      ended
      
      
      ended
      
      
      (date of inception)February 28,
      
      
      February 29,
      
      
      February 28,
      
      
      February 29,
      
      
      through2009
      
      
      2008
      
      
      2009
      
      
      2008
      
      
      February 28, 2009Revenues
      $
      ---
      
      $
      ---
      
      $
      ---
      
      $
      ---
      
      $
      ---ExpensesAcquisition of mineral property
        interest
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      4,242Mineral property
        exploration
      
      ---
      
      
      ---
      
      
      20,082
      
      
      ---
      
      
      20,083Loss on foreign exchange
      
      3
      
      
      ---
      
      
      82
      
      
      ---
      
      
      171Professional
        fees
      
      200
      
      
      2,035
      
      
      2,210
      
      
      8,035
      
      
      20,992Communications expense
      
      ---
      
      
      ---
      
      
      1,290
      
      
      ---
      
      
      3,246Office expenses
      
      40
      
      
      35
      
      
      1,307
      
      
      140
      
      
      4,786Travel and entertainment
      
      ---
      
      
      ---
      
      
      2,460
      
      
      792
      
      
      5,101Filing fees
      
      1,382
      
      
      150
      
      
      3,725
      
      
      1,549
      
      
      5,424Other services
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      50Total
        expenses
      
      1,625
      
      
      2,220
      
      
      31,156
      
      
      10,516
      
      
      64,095Net loss
      $
      -1,625
      
      
      -2,220
      
      
      -31,156
      
      
      -10,516
      
      
      -64,095Basic and diluted loss per common share
      $
      (0.000
      )
      $
      (0.000
      )
      $
      (0.005
      )
      $
      (0.002
      )
      $Weighted average number of common sharesused in per
        share calculations
      
      6,900,000
      
      
      6,900,000
      
      
      6,900,000
      
      
      6,900,000


See accompanying notes to financial statements

---

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

DeficitaccumulatedCommon
      
      
      
      
      
      Additional
      
      
      Other
      
      
      during the
      
      
      Totalshares
      
      
      Common
      
      
      paid-in
      
      
      Comprehensive
      
      
      exploration
      
      
      stockholders'outstanding
      
      
      stock
      
      
      capital
      
      
      Loss
      
      
      stage
      
      
      equityCommon shares issued forcash
      
      6,900,000
      
      
      6,900
      
      
      8,100
      
      
      ---
      
      
      ---
      
      
      15,000Contributed services
      
      ---
      
      
      ---
      
      
      50
      
      
      ---
      
      
      ---
      
      
      50Currency exchange loss
      
      ---
      
      
      ---
      
      
      ---
      
      
      -222
      
      
      ---
      
      
      -222Net loss for the periodApril 11, 2006 (inception)to May 31, 2007
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      -14,774
      
      
      -14,774BALANCE, MAY 31, 2007
      
      6,900,000
      
      
      6,900
      
      
      8,150
      
      
      -222
      
      
      -14,774
      
      
      54Common shares issued for
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      0cashNet loss for the year
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      -18,165
      
      
      -18,165BALANCE, MAY 31, 2008
      
      6,900,000
      
      $
      6,900
      
      $
      8,150
      
      
      -222
      
      
      -32,939
      
      
      -18,111Common shares issued for
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      0cashNet loss for the nine monthperiod endedFebruary 28, 2008
      
      ---
      
      
      ---
      
      
      ---
      
      
      ---
      
      
      -31,156
      
      
      -31,156BALANCE, FEBRUARY 28, 200
      
      6,900,000
      
      
      6,900
      
      
      8,150
      
      
      -222
      
      
      -64,095
      
      
      -49,267


See accompanying  notes to financial
   statements

---

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

|                                                                    |   |              |  |   |              |  |   | For the period      | 
|------------------------------------------------------------------- | - | ------------ |  | - | ------------ |  | - | ------------------- | 
|                                                                    |   | Nine Months  |  |   | Nine Months  |  |   | April 11, 2006      | 
|                                                                    |   | ended        |  |   | ended        |  |   | (date of inception) | 
|                                                                    |   | February 28, |  |   | February 29, |  |   | through             | 
|                                                                    |   | 2009         |  |   | 2008         |  |   | February 28, 2009   | 
|                                                                    |   |              |  |   |              |  |   |                     | 
|Cash flows used for operating
      activities                      |   |              |  |   |              |  |   |                     | 
|Net loss                                                            | $ | -31,156      |  |   | -10,516      |  |   | -64,095             | 
|Adjustments to reconcile net
      loss to net cash provided        |   |              |  |   |              |  |   |                     | 
|by operating activities:                                            |   |              |  |   |              |  |   |                     | 
|Contributed services                                                |   | 0            |  |   | 0            |  |   | 50                  | 
|Other comprehensive loss                                            |   | 0            |  |   | 0            |  |   | -222                | 
|Changes in operating assets
      and liabilities                   |   |              |  |   |              |  |   |                     | 
|( Increase) decrease in prepaid
      expenses                      |   | 0            |  |   | -1,000       |  |   | 0                   | 
|Increase
      (decrease) in accounts payable & accrued liabilities |   | -6,725       |  |   | -3,000       |  |   | 175                 | 
|                                                                    |   |              |  |   |              |  |   |                     | 
|Cash flows used for operating
      activities                      |   | -37,881      |  |   | -14,516      |  |   | -64,092             | 
|                                                                    |   |              |  |   |              |  |   |                     | 
|Cash flows from financing
      activities                          |   |              |  |   |              |  |   |                     | 
|Advances (repayments)
      from (to) related party                 |   | -13,000      |  |   | 10,000       |  |   | 0                   | 
|Proceeds
      from issuance of common stock, subject to rescission |   | 0            |  |   | 0            |  |   | 50,000              | 
|Proceeds from issuance of
      common stock                        |   | 0            |  |   | 0            |  |   | 15,000              | 
|                                                                    |   |              |  |   |              |  |   |                     | 
|Cash flows from financing activities                                |   | -13,000      |  |   | 10,000       |  |   | 65,000              | 
|                                                                    |   |              |  |   |              |  |   |                     | 
|Increase in cash and cash equivalents                               |   | -50,881      |  |   | -4,516       |  |   | 908                 | 
|                                                                    |   |              |  |   |              |  |   |                     | 
|Cash and cash equivalents - Beginning of
      period               |   | 51,789       |  |   | 8,054        |  |   |                     | 
|                                                                    |   |              |  |   |              |  |   |                     | 
|Cash and cash equivalents - End of period                           | $ | 908          |  |   | 3,538        |  |   | 908                 | 
|                                                                    |   |              |  |   |              |  |   |                     | 
|Supplemental Disclosures regarding cash flows                       |   |              |  |   |              |  |   |                     | 
|Interest
      paid                                                 | $ | ---          |  | $ | ---          |  | $ | ---                 | 
|Income taxes paid                                                   |   | ---          |  |   | ---          |  |   | ---                 | 
|                                                                    |   |              |  |   |              |  |   |                     | 
|Non-cash financing activities                                       |   |              |  |   |              |  |   |                     | 
|Paid in
      capital from contributed services                     |   | ---          |  |   | ---          |  |   | 50                  | 

See accompanying notes to financial statements

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 28, 2009

Note 1  Nature of Operations

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

The Company is an exploration stage company as defined in the
  Securities and Exchange Commission Industry Guide 7, and is subject to
  compliance with Statement of Financial Accounting Standards No. 7 (SFAS No. 7),

Accounting and Reporting by Development Stage Companies.
  The Company is devoting its resources to establishing the new business, and its
  planned operations have not yet commenced; accordingly, no revenues have been
  earned during the period from April 11, 2006 (date of inception) to February 28,
  2009.

Note 2  Basis of Presentation and Going Concern

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

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

The Companys financial statements at February 28, 2009 and for
  the nine months ended February 28, 2009 have been prepared on a going concern
  basis, which contemplates the realization of assets and settlement of
  liabilities and commitments in the normal course of business. The Company
  incurred a loss of $31,156 for the nine month period ended February 28, 2009 and
  a loss of $64,095 for the period from April 11, 2006 (date of inception) through
  February 28, 2009. In addition, Theron has not generated any revenues, no
  revenues are anticipated until we begin removing and selling gold, and there is
  no assurance that a commercially viable deposit exists on the mineral claims
  that we have under option. These conditions raise substantial doubt as to the
  Companys ability to continue as a going concern.

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

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

Note 3  Summary of Significant Accounting Policies

Cash and cash equivalents

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

Mining exploration costs

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

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 28, 2009

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

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

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

Reclamation costs

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

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

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

Use of estimates

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

Fair value of financial instruments and derivative financial
  instruments

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

Income taxes

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 28, 2009

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

Basic and diluted net loss per share

The Company computes net income (loss) per share in accordance
  with SFAS No. 128 Earnings per Share. The basic net loss per common
  share is computed by dividing the net loss by the weighted average number of
  common shares outstanding. Diluted net loss per share gives effect to all
  dilutive potential common shares outstanding during the period using the as if
  converted basis. For the nine month period ended February 28, 2009 and for the
  period April 11, 2006 (date of inception) through February 28, 2009 there were
  no potential dilutive securities.

Concentration of Credit Risk

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

Special purpose entities

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

Impairment or Disposal of Long-Lived Assets

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

Stock Based Compensation

The Company accounts for its stock-based compensation in
  accordance with SFAS No. 123R, Share-Based Payment, an Amendment of FASB
    Statement No. 123. The Company recognizes in the statement of operations
  the grant-date fair value of stock options and other equity-based compensation
  issued to employees and non-employees. The Company did not grant any new
  employee options and no options were cancelled or exercised during the quarter
  ended February 28, 2009. As of February 28, 2009, there were no options
  outstanding.

Business segments

SFAS No. 131 Disclosures About Segments of an Enterprise
  and Related Information establishes standards for the way that public
  companies report information about operating segments in annual financial
  statements and requires reporting of selected information about operating
  segments in interim financial statements issued to the public. It also
  establishes standards for disclosures regarding products and services,
  geographic areas and major customers. The Company has evaluated the requirements
  of SFAS No. 131, and has determined that it is not applicable.

Start-up expenses

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 28, 2009

The Company has adopted Statement of Position No. 98-5,
  Reporting the Costs of Start-up Activities, which requires that costs
  associated with start-up activities be expensed as incurred. Accordingly,
  start-up costs associated with the Companys formation have been included in the
  Companys general and administrative expenses for the period from April 11, 2006
  (date of inception) through February 28, 2009.

Foreign currency translation

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

Recently issued accounting pronouncements

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

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

In February of 2007 the FASB issued SFAS 159, The Fair
  Value Option for Financial Assets and Financial LiabilitiesIncluding an
  amendment of FASB Statement No. 115. The statement permits entities to
  choose to measure many financial instruments and certain other items at fair
  value. The objective is to improve financial reporting by providing entities
  with the opportunity to mitigate volatility in reported earnings caused by
  measuring related assets and liabilities differently without having to apply
  complex hedge accounting provisions. The statement was effective as of the
  beginning of an entitys first fiscal year begining after November 15, 2007.
  Management believes that this statement will not have a significant impact on
  the Companys financial statements.

FASB Interpretation No. 48, Accounting for Uncertainty in
  Income Taxes, an interpretation of FASB Statement No.109 . Interpretation
  48 prescribes a recognition threshold and a measurement attribute for the
  financial statement recognition and measurement of a tax position taken or
  expected to be taken in a tax return. Benefits from tax positions should be
  recognized in the financial statements only when it is more likely than not that
  the tax position will be sustained upon examination by the appropriate taxing
  authority that would have full knowledge of all relevant information. The amount
  of tax benefits to be recognized for a tax position that meets the
  more-likely-than-not recognition threshold is measured as the largest amount of
  benefit that is greater than fifty percent likely of

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 28, 2009

being realized upon ultimate settlement. Tax benefits relating
  to tax positions that previously failed to meet the more-likely-than-not
  recognition threshold should be recognized in the first subsequent financial
  reporting period in which that threshold is met or certain other events have
  occurred. Previously recognized tax benefits relating to tax positions that no
  longer meet the more-likely-than-not recognition threshold should be
  derecognized in the first subsequent financial reporting period in which that
  threshold is no longer met. Interpretation 48 also provides guidance on the
  accounting for and disclosure of tax reserves for unrecognized tax benefits,
  interest and penalties and accounting in interim periods. Interpretation 48 is
  effective for fiscal years beginning after December 15, 2006. The change in net
  assets as a result of applying this pronouncement will be a change in accounting
  principle with the cumulative effect of the change required to be treated as an
  adjustment to the opening balance of retained earnings on January 1, 2007,
  except in certain cases involving uncertainties relating to income taxes in
  purchase business combinations. In such instances, the impact of the adoption of
  Interpretation 48 will result in an adjustment to goodwill. The adoption of this
  standard had no material impact on the Companys financial statements.

Note 4  Common stock transactions

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

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

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

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

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

During April and May, 2008 the Company
  received $50,000 for the issuance of 2,000,000 shares of common stock subscribed
  for at a price of $0.05 per share pursuant to the Companys SB-2 registration
  statement filed on October 05, 2007. All of the 2,000,000 shares so issued were
  sold prior to the declaration of an effective date for the Companys SB-2
  registration statement filed on October 11, 2007 under our mistaken assumption
  that the registration statement had become effective through the passage of
  time. (See also Note 5.)

Activity for the period June 01, 2008 to February 28, 2009

No shares were issued during this
  period

Note 5  Common Stock Subject to Rescission

During April and May, 2008 the Company received $50,000 in
  share subscriptions for 1,000,000 common shares at a price of $0.05 per share
  subscribed for under the Companys SB-2. In addition, between December, 2007 and
  May, 2008 the selling shareholders as indicated in the SB-2 offering sold
  900,000 shares to a total of three new shareholders. All of the 1,900,000 shares
  issued or resold were sold prior to the declaration of an effective date for the
  Companys SB-2 registration statement filed on October 05, 2007 under the
  mistaken assumption that the registration statement had become effective through
  the passage of time. All of the subscribers have been informed of this
  situation. Each has been apprised that rather than unilaterally completing a
  rescission of the sold shares we were proceeding with a rescission offering to
  give them each the opportunity to rescind or not rescind their purchase of
  shares sold by the Company or by certain shareholders between December, 2007 and
  May, 2008. This was done by letter on January 23, 2009 in which we provided a
  reference to the filed documents on EDGAR. Following each amendment to our S-1
  filing we will be providing an update by letter or e-mail indicating that the
  new filing was an update based on comments made by the Securities and Exchange
  Commission as part of the ongoing review of the registration statement.

As a result, the Company has made a rescission offering to the
  subscribers and the selling shareholders to refund their monies with interest if
  so requested under its S-1 Rescission Offering registration statement. These
  shares of common stock may be subject to rescission by the shareholder because
  of the Company's failure to comply with securities laws. Rescission rights for
  individual stockholders vary, based upon the laws of the states in which the
  stockholders reside. Common stock that is subject to rescission is recorded
  separately from stockholders' deficiency

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 28, 2009

in the Company's balance sheet. As the statute of limitations
  expire in the respective states, such amounts are reclassified to stockholders'
  deficiency.

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

On April 3, 2009, under an S-1 rescission offering registration
  statement the Company offered to rescind a total of 1,900,000 shares of common
  stock sold Sierra or the selling shareholders under its October, 2007 SB-2
  registration statement. These shares represented all of the SB-2 shares the
  Company issued (1,000,000) and the shares (900,000) sold by the selling
  shareholders for which a purchaser could claim a rescission right. The
  rescission offer was intended to address the Companys rescission liability
  relating to its federal and state securities laws compliance issues by allowing
  the holders of the shares covered by the rescission offer to rescind the
  underlying securities transactions and sell those securities back to the Company
  or recover damages, as the case may be.

Note 6  Related party transactions

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

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

As of February 28, 2009 the amount due to a related party
  consisting of a $13,000 advance from the Companys officer and director had been
  repaid in full (repaid in the first quarter). The balance was non-interest
  bearing, unsecured and had no fixed terms of repayment.

Note 7  Commitments

Under the terms of the Option to Purchase and Royalty
  Agreement, the Company must incur exploration expenditures on the claims in the
  minimum amount of $20,000 by August 31, 2008 (paid; however, the work on the
  property has not yet commenced) and an additional $40,000 by August 31, 2009. In
  the event that the results of the development phases are unfavorable, the
  Company will terminate the option and will not be obligated to make any
  subsequent payments.

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

Note 8  Income taxes

The Company has carried forward losses for income tax purposes.
  There are no current or deferred income tax expenses for the year ended May 31,
  2008 or for the period April 11, 2006 (date of inception) to February 28, 2009
  due to the Companys loss position. The Company has fully reserved for any
  benefits of these losses. Realization of the future tax benefits related to the
  deferred tax assets is dependent on the Companys ability to generate taxable
  income within the net operating loss carryforward period.

Note 9  Registration Statement / Shares Issued Prior to
  an Effective Date

On October 04, 2007 the Company filed a Form SB-2 registration
  statement with the Securities and Exchange Commission. The Corporation offered
  up to 2,000,000 shares of its common stock at a price of $0.05 per share.

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  FEBRUARY 28, 2009

During May, 2008, the Company received $50,000 in share
  subscriptions for 1,000,000 common shares at a price of $0.05 per share
  subscribed for under the Companys SB-2. In addition, three (3) selling
  shareholders between December 23, 2007 and May 05, 2008 sold 900,000 shares of
  common stock to three individuals. All 1,900,000 shares so issued or resold were
  issued or resold prior to the declaration of an effective date for the
  registration statement under our mistaken assumption that the registration
  statement had become effective through the passage of time. All of the
  subscribers have been informed of this situation. Each has been apprised that
  rather than unilaterally completing a rescission of the sold shares we were
  proceeding with a rescission offering to give them each the opportunity to
  rescind or not rescind their purchase of shares sold by the Company or by
  certain shareholders between December, 2007 and May, 2008. This was done by
  letter on January 23, 2009 in which we provided a reference to the filed
  documents on EDGAR. Following each amendment to our S-1 filing we will be
  providing an update by letter or e-mail indicating that the new filing was an
  update based on comments made by the Securities and Exchange Commission as part
  of the ongoing review of the registration statement.As a result, the Company
  will make a rescission offering to the subscribers and the selling shareholders
  to refund their monies with interest if so requested.

---

2

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

Cautionary Statement Regarding Forward-Looking
Statements

This quarterly report contains forward-looking statements as
that term is defined in the Private Securities Litigation Reform Act of 1995.
These statements relate to future events or our future financial performance.
Some discussions in this report may contain forward-looking statements that
involve risk and uncertainty.

A number of important factors could cause our actual results to
differ materially from those expressed in any forward-looking statements made by
us in this report. Forward-looking statements are often identified by words
like: believe, expect, estimate, anticipate, intend, project and
similar expressions or words which, by their nature, refer to future events.

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

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

General Information

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

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

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

Glossary of Exploration Terms

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

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

---

3

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

Foreign Currency and Exchange Rates

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

---

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING FEBRUARY 28, 2009
SHOULD BE READ IN CONJUNCTION WITH THE CORPORATIONS FINANCIAL STATEMENTS,
INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-Q.

Overview

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

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

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

---

4

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

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

Our Proposed Exploration Program  Plan of Operation

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

Physiography, Location and Access

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

Previous Work

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

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

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

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

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

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

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

---

5

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

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

Employees

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

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

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

Offices

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

Risks

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

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

The Vendor holds the mining rights to the claims which thereby
gives him or his designated agent, the rights to mine and recover all of the
minerals contained within the surface boundaries of the lease continued

---

6

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 Osprey 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.

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

Results of Operations

Theron was incorporated on April 11, 2006; comparative periods
for the three and nine months ended February 28, 2009, February 29, 2008 and
April 11, 2006 (inception) through February 28, 2009 are presented in the
following discussion.

Since inception, we have used our common stock and loans or
advances from our director to raise money for our optioned acquisition and for
corporate expenses. Net cash provided by financing activities (less offering
costs) from inception on April 11, 2006 to February 28, 2009 was $78,000
($65,000 as a result of proceeds received from sales of our common stock and
$13,000 advanced without terms of repayment by a related party repaid in a
preceding quarter).

The Corporation did not generate any revenues from operations
for the quarter ended February 28, 2009. To date, we have not generated any
revenues from our mineral exploration business.

REVENUES

REVENUE  Gross revenue for the quarter and nine month periods
ended February 28, 2009 was $0 and $0 for the same periods in the previous
fiscal year.

COMMON STOCK Net cash provided by financing activities during
the quarter ended February 28, 2009 was nil ($0) as compared to nil ($0)
received for the nine months ended February 29, 2008 and $65,000 received for
the period from inception on April 11, 2006 through to and including February
28, 2009. For the nine month periods ended February 28, 2009 and February 29,
2008 respectively, the comparative numbers were negative $13,000 (the result of
the repayment in the first quarter of a $13,000 advance by a related party) and
$10,000 received from the sale of Common Stock. No options or warrants were
issued to issue shares at a later date in the most recent quarter.

In May, 2008, the Company received $50,000 in share
subscriptions for 1,000,000 common shares at a price of $0.05 per share
subscribed for under the Companys SB-2. In addition, between December, 2007 and
May, 2008, the selling shareholders as indicated in the SB-2 offering sold
900,000 shares to a total of three new shareholders. All of the 1,900,000 shares
issued or resold were sold prior to the declaration of an

---

7

effective date for the Companys SB-2 registration statement
filed on October 05, 2007 under the mistaken assumption that the registration
statement had become effective through the passage of time. All of the
subscribers have been informed of this situation by letter on January 23, 2009
at which time we provided a reference to the filed documents on EDGAR. Following
each amendment to our S-1 filing we provided an update by letter or e-mail
indicating that the new filing was an update based on comments made by the
Securities and Exchange Commission as part of the ongoing review of the
registration statement.

As a result, the Company is making a rescission offering to the
subscribers and the selling shareholders to refund their monies with interest if
so requested under its S-1 Rescission Offering registration statement. These
shares of common stock may be subject to rescission by the shareholder because
of the Company's failure to comply with securities laws. Rescission rights for
individual stockholders vary, based upon the laws of the states in which the
stockholders reside. Stock that is subject to rescission is recorded separately
from stockholders' deficiency in the Company's balance sheet. As the statute of
limitations expire in the respective states, such amounts are reclassified to
stockholders' deficiency.

EXPENSES

Expense Item
    For the quarter ended February 28,
      2009
    For the quarter ended February 29,
      2008
    For the Nine Months ended February
      28, 2009
    For the Nine Months ended February
      29, 2008
    April 11, 2006 (Inception) thru
      February 28, 2009Acquisition mineral prop.
    $        ---
    $        ---
    $        ---
    $        ---
    $      4,242Mineral prop. exploration
    ---
    ---
    20,083
    ---
    20,083Loss
      on foreign exchange
    3
    ---
    82
    ---
    171Professional fees
    200
    2,035
    2,210
    8,035
    20,992Communications expense
    ---
    ---
    1,290
    ---
    3,246Office expenses
    40
    ---
    1,307
    140
    4,786Travel and entertainment
    ---
    ---
    2,460
    792
    5,101Filing fees
    1,382
    ---
    3,274
    1,549
    5,424Other services
    ---
    ---
    ---
    ---
    50TOTAL
    $    1,625
    $   2,220
    $ 31,156
    $  10,516
    $    64,095


SUMMARY  Total expenses for the quarter ended February 28,
2009 amounted to $1,625 while $2,220 was spent in the similar period ended
February 29, 2008. For the nine month periods ended February 28, 2009 and
February 29, 2008, the comparative values were $31,156 and $10,516 respectively.
A total of $64,095 in expenses has been incurred since inception on April 11,
2006 through February 28, 2009. The costs can be subdivided into the following
categories which have and will vary from quarter to quarter based on the level
of corporate activity, exploration and results and capital raising.

CONTRIBUTED EXPENSES: No contributed expenses were incurred for
the quarter or nine months ended February 28, 2009 or February 29, 2008. A total
of $50 has been expensed in the period from inception on April 11, 2006 to
February 28, 2009. All contributed expenses are reported as contributed costs
with a corresponding credit to additional paid-in capital.

PROFESSIONAL FEES: $200 in professional fees were incurred for
the quarter ended February 28, 2009 while $2,035 was spent in the similar period
ended February 29, 2008. For the nine month periods ended February 28, 2009 and
February 29, 2008, the comparative values were $2,010 and $8,035 respectively.
From inception to April 11, 2006, we have incurred $20,992 in professional fees
mainly spent on legal and accounting matters. This cost category will vary in
spending depending on the legal and accounting activities of the Corporation.

COMPENSATION: No compensation costs were incurred for the
quarter or nine month periods ended February 28, 2009 or February 29, 2008 and
no compensation costs have been incurred since inception.

OFFICE EXPENSES: $40 was expended on the office for the quarter
ended February 28, 2009 while $35 was spent in the similar period ended February
29, 2008. For the nine month periods ended February 28,

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8

2009 and February 29, 2008, the comparative values were $1,307
and $140 respectively. From April 11, 2006 (inception) through February 28, 2009
a total of $4,786 has been spent on office expenses.

LOSSS ON FOREIGN EXCHANAGE: $3 in foreign exchange losses were
incurred for the quarter ended February 28, 2009 while $0 was spent in the
similar period ended February 29, 2008. For the nine month periods ended
February 28, 2009 and February 29, 2008, the comparative values were $82 and $0
respectively. From April 11, 2006 (inception) through February 28, 2009 a total
of $171 has been lost on foreign exchange transactions.

TRAVEL, ENTERTAINMENT AND MEAL EXPENSES: $0 in travel,
entertainment or meal expenses were incurred for the quarter ended February 28,
2009 and $0 was expended in the similar period last year ended on February 29,
2008. For the nine month periods ended February 28, 2009 and February 29, 2008,
the comparative values were $2,460 and $792 respectively. For the period April
11, 2006 (inception) through February 28, 2009 a total of $5,101 has been spent
on this category.

COMMUNICATIONS EXPENSES: $0 in communications costs were
incurred in the most recent three month period ended on February 28, 2009 and $0
for the similar period ended February 29, 2008. For the nine month periods ended
February 28, 2009 and February 29, 2008, the comparative values were $1,290 and
$0 (nil) respectively. From April 11, 2006 (inception) through February 28, 2009
$3,246 has been spent on communication costs related to establishing our
business.

FILING FEES: $1,382 in filing fees was incurred for the quarter
ended February 28, 2009 and $150 was spent in the quarter ended February 29,
2008. For the nine month periods ended February 28, 2009 and February 29, 2008,
the comparative values were $3,275 and $1,549 respectively. For the period April
11, 2006 (inception) through February 28, 2009, Theron has spent $5,424 on
filing and related fees. This cost category will change depending on filing
requirements with the SEC and other regulatory bodies.

MINERAL PROPERTY ACQUISITION COSTS: No mineral property
acquisition costs were incurred in the current quarter or nine month periods
under review. From April 11, 2006 (inception) through February 28, 2009 Theron
has spent a total of $4,242 on mineral property acquisition expenses.

MINERAL PROPERTY EXPLORATION COSTS: Theron advanced $20,083
during the first quarter for the first phase of the planned exploration program
on our optioned mineral claims. No such costs had previously been incurred. From
April 11, 2006 (inception) through February 28, 2009 we have spent $20,083 on
mineral property exploration expenses.

OTHER GENERAL AND ADMINISTRATIVE COSTS: $0 (nil) in other
costs have been expensed for the quarter ended February 28, 2009; none were
incurred for the similar period ended February 29, 2008. For the nine month
periods ended February 28, 2009 and February 29, 2008, the comparative values
were $0. From April 11, 2006 (inception) through February 28, 2009, we have
expended $0 (nil) on other or miscellaneous expenses or services generally
related to losses on currency exchange.

NET CASH USED IN OPERATING ACTIVITIES: For the nine month
periods ended February 28, 2009 and February 29, 2008, $37,881 in net cash was
used and for the similar period in 2008 ended on February 29, 2008 the amount
was $14,516. We have used $64,092 in net cash from Inception on April 11, 2006
to February 28, 2009.

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

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

---

9

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

Plan of Operation

As of February 28, 2009, we had a surplus of $733 in
unallocated working capital prior to taking into account the contingent
liability associated with the rescission offering of $50,000 which could leave a
deficit of $49,267 in unallocated working capital.

For the balance of the current fiscal year to May 31, 2009 we
will concentrate our efforts on completing the S-1 rescission registration
statement which became effective on April 13, 2009 and then commence the phase I
work program on the optioned mineral property. Following industry trends and
demands, we are also considering the acquisition of other properties and
projects of merit. In either situation, a new public offering would be needed
and completed during a subsequent period.

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

Presently, our revenues are not sufficient to meet operating
and capital expenses. We have incurred operating losses since inception, and
this is likely to continue through fiscal 2008  2009 and 2209  2010.
Management projects that we will require a total of up to $120,000 to fund
ongoing operating expenses and working capital requirements for the next twelve
months, broken down as follows:

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


As at February 28, 2009, we had a working capital deficit of
$49,267 taking into account the contingent liability associated with our
rescission offering. We do not anticipate that we will be able to satisfy any of
these funding requirements internally until we significantly increase our
revenues.

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

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

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

Liquidity and Capital Resources

---

10

As of end of the last quarter on February 28, 2009, we have yet
to generate any revenues from operations.

Since inception, we have used our common stock and loans or
advances from our officers and directors to raise money for our optioned
acquisition and for corporate expenses. Net cash provided by financing
activities from inception on April 11, 2006 to February 28, 2009 was $78,000 as
a result of gross proceeds received from sales of our common stock of $65,000
(less offering costs) and a $13,000 advance from a related party (subsequently
repaid during the current fiscal year). We issued 6,000,000 shares of common
stock through a Section 4(2) offering in October, 2006 for cash consideration of
$6,000. We issued 900,000 shares of common stock through a Regulation D offering
in November, 2006 for cash consideration of $9,000 to a total of 3 placees.

As of February 28, 2009 our total assets consisting entirely of
cash amounted to $908 and total liabilities were $50,175 including $50,000
related to the common stock that is subject to rescission. Working capital stood
at negative $49,267.

For the three months ended February 28, 2009 the net loss was
$1,625 ($0.000 per share) while for the nine month period, the loss was $31,156
($0.005 per share). The loss per share was based on a weighted average of
6,900,000 common shares outstanding net of 1,000,000 shares that are subject to
rescission. The net loss from Inception to February 28, 2009 is $64,095.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
February 28, 2009. Inflation is moderately higher than it was during 2008 but
the actual rate of inflation is not material and is not considered a factor in
our contemplated capital expenditure program.

Item 3. Controls and Procedures

|(a) | Evaluation of Disclosure Controls and
      Procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | We carried out an evaluation, under the supervision and
      with the participation of our management, including our principal
      executive officer and principal financial officer, of the effectiveness of
      our disclosure controls and procedures (as defined in Rules 13a-15(e) and
      15d-15(e) of the Exchange Act (defined below)). Based upon that
      evaluation, our principal executive officer and principal financial
      officer concluded that, as of the end of the period covered in this
      report, our disclosure controls and procedures were effective to ensure
      that information required to be disclosed in reports filed under the
      Securities Exchange Act of 1934, as amended (the "Exchange Act") is
      recorded, processed, summarized and reported within the required time
      periods and is accumulated and communicated to our management, including
      our principal executive officer and principal financial officer, as
      appropriate to allow timely decisions regarding required
  disclosure.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Our management, including our principal executive officer
      and principal financial officer, does not expect that our disclosure
      controls and procedures or our internal controls will prevent all error or
      fraud. A control system, no matter how well conceived and operated, can
      provide only reasonable, not absolute, assurance that the objectives of
      the control system are met. Further, the design of a control system must
      reflect the fact that there are resource constraints and the benefits of
      controls must be considered relative to their costs. Due to the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      have been detected. Accordingly, management believes that the financial
      statements included in this report fairly present in all material respects
      our financial condition, results of operations and cash flows for the
      periods presented.            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(b) | Changes in Internal
Controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---

11

During the quarter ended February 28,
  2009, there were no changes in the Company's internal control over financial
  reporting that have materially affected, or are reasonably likely to materially
  affect, its internal control over financial reporting.

---

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Changes in Securities

Theron had 6,900,000 shares of common stock issued and
outstanding as of November 30, and April 15, 2009 net of 1,000,000
rescissionable shares. Of these shares, approximately 6,000,000 shares are held
by an affiliate of the Corporation; some of those shares can be resold in
compliance with the limitations of Rule 144 as adopted by the Securities Act of
1933, as amended.

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

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

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

Item 5. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on
April 11, 2006 to February 28, 2009 was $78,000 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
    20,083Loss on Currency
      Exchange
    171Professional Fees
    20,992Communications
      Expenses
    3,246Office Expenses
    4,786Travel,
      Entertainment and Meals
    5,101Filing Fees
    5,424Other Costs and
      Services
    0Total Use of Proceeds to February 28, 2009
    $64,045


Common Stock

During the quarter ended February 28, 2009, no shares of common
stock were issued. As of November 30 and April 15, 2009 there were 6,900,000
shares issued and outstanding net of 1,000,000 rescissionable shares.

During May, 2008, the Company received $50,000 in share
subscriptions for 1,000,000 common shares at a price of $0.05 per share
subscribed for under the Companys SB-2. In addition, between December, 2007 and
May, 2008, the selling shareholders as indicated in the SB-2 offering sold
900,000 shares to a total of

---

12

three new shareholders. All of the 1,900,000 shares issued or
resold were sold prior to the declaration of an effective date for the Companys
SB-2 registration statement filed on October 05, 2007 under the mistaken
assumption that the registration statement had become effective through the
passage of time. All of the subscribers have been informed of this situation.

As a result, the Company is making a rescission offering to the
subscribers and the selling shareholders to refund their monies with interest if
so requested under its S-1 Rescission Offering registration statement. These
shares of common stock may be subject to rescission by the shareholder because
of the Company's failure to comply with securities laws. Rescission rights for
individual stockholders vary, based upon the laws of the states in which the
stockholders reside. Common stock that is subject to rescission is recorded
separately from stockholders' deficiency in the Company's balance sheet. As the
statute of limitations expire in the respective states, such amounts are
reclassified to stockholders' deficiency.

Options

No options were granted during the three-month period ending
February 28, 2009.

Code of Ethics

The Board of Directors on February 21, 2007 adopted a formal
written Code of Business Conduct and Ethics and Compliance Program for all
officers, directors and senior employees. A copy of the Code is available upon
written request by any person without charge by contacting our offices by
telephone at (888) 755-9766 or writing to 1596 Gulf Road, No. 34, Point Roberts,
Washington 98281

Web Site

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

Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K filed during the quarter ended February 28,
2009: NONE

Exhibits

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

---

13

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 15, 2009

BY:          
/s/ Jerry R. Satchwell

Jerry R. Satchwell, President, Chief
Executive Officer, Principal Executive Officer, Secretary, Treasurer, Chief
Financial Officer, Principal Financial Officer and a Member of the Board of
Directors

---