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UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended AUGUST 31, 2007

[ ] 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, 174 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 an accelerated
filer (as defined by Rule 12b-2 of the Exchange Act) Yes [ ] No [ X ]

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
    [ ]
    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 June 10, 2008.

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

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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

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Theron Resource Group
  (an Exploration Stage Company) 
  Balance Sheets 
  August 31, 2007

|                                                       |   | August 31, 2007 |   |   | August 31, 2006 |   |   | May 31, 2007 |  
|------------------------------------------------------ | - | --------------- | - | - | --------------- | - | - | ------------ | -
|                                                       |   | (Unaudited)     |   |   | (Unaudited)     |   |   | (Audited)    |  
|Assets                                                 |   |                 |   |   |                 |   |   |              |  
|                                                       |   |                 |   |   |                 |   |   |              |  
|Current assets                                         |   |                 |   |   |                 |   |   |              |  
|Cash and cash equivalents                              | $ | 6,221           |   | $ | 183             |   | $ | 8,054        |  
|                                                       |   |                 |   |   |                 |   |   |              |  
|Liabilities and Stockholders' Equity                   |   |                 |   |   |                 |   |   |              |  
|                                                       |   |                 |   |   |                 |   |   |              |  
|Current liabilities                                    |   |                 |   |   |                 |   |   |              |  
|Accrued expenses                                       |   | 0               |   |   | 0               |   |   | 5,000        |  
|Due to related party                                   |   | 13,000          |   |   | 825             |   |   | 3,000        |  
|Total current
      liabilities                        |   | 13,000          |   |   | 825             |   |   | 8,000        |  
|                                                       |   |                 |   |   |                 |   |   |              |  
|Stockholders' equity                                   |   |                 |   |   |                 |   |   |              |  
|Common stock, 500,000,000
      shares authorized,     |   |                 |   |   |                 |   |   |              |  
|par value $.001, 6,900,000 shares issued and           |   |                 |   |   |                 |   |   |              |  
|outstanding                                            |   | 6,900           |   |   | 0               |   |   | 6,900        |  
|Additional paid-in capital                             |   | 8,150           |   |   | 0               |   |   | 8,150        |  
|Other comprehensive loss                               |   | (222            | ) |   | 0               |   |   | (222         | )
|Deficit accumulated during the exploration
      stage |   | (21,607         | ) |   | (642            | ) |   | (14,774      | )
|Total
      stockholders' equity                       |   | (6,779          | ) |   | 0               |   |   | 54           |  
|                                                       |   |                 |   |   |                 |   |   |              |  
|Total
      liabilities and stockholders' equity       | $ | 6,221           |   | $ | 183             |   | $ | 8,054        |  

See accompanying notes to financial statements

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

|                                         |   |              |   |   |              |   |   | For the period      |  
|---------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------------- | -
|                                         |   | Three months |   |   | Three months |   |   | April 11, 2006      |  
|                                         |   | ended        |   |   | ended        |   |   | (date of inception) |  
|                                         |   | August 31,   |   |   | August 31,   |   |   | through             |  
|                                         |   | 2007         |   |   | 2006         |   |   | August 31, 2007     |  
|                                         |   |              |   |   |              |   |   |                     |  
|Revenues                                 | $ | ---          |   | $ | ---          |   | $ | ---                 |  
|                                         |   |              |   |   |              |   |   |                     |  
|Expenses                                 |   |              |   |   |              |   |   |                     |  
|Acquisition of mineral property interest |   | ---          |   |   | ---          |   |   | 4,242               |  
|Professional fees                        |   | 6,000        |   |   | ---          |   |   | 11,450              |  
|Communications expense                   |   | ---          |   |   | ---          |   |   | 1,189               |  
|Office expenses                          |   | 41           |   |   | 192          |   |   | 2,225               |  
|Travel and entertainment                 |   | 792          |   |   | ---          |   |   | 2,301               |  
|Filing fees                              |   | ---          |   |   | ---          |   |   | 150                 |  
|Other services                           |   | ---          |   |   | ---          |   |   | 50                  |  
|                                         |   |              |   |   |              |   |   |                     |  
|Total expenses                           |   | 6,833        |   |   | 192          |   |   | 21,607              |  
|                                         |   |              |   |   |              |   |   |                     |  
|Net loss                                 | $ | (6,833       | ) | $ | (192         | ) | $ | (21,607             | )
|                                         |   |              |   |   |              |   |   |                     |  
|Basic and diluted loss per common share  |   | (0.001       | ) |   | N/A          |   |   | (0.003              | )
|                                         |   |              |   |   |              |   |   |                     |  
|Weighted average number of common shares |   |              |   |   |              |   |   |                     |  
|used in per share calculations           |   | 6,900,000    |   |   | 0            |   |   | 6,900,000           |  

See accompanying notes to financial statements

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

|                              |  |             |  |   |        |  |   |            |  |  |               |   |  | Deficit     |   |  |               |  
|----------------------------- |  | ----------- |  | - | ------ |  | - | ---------- |  |  | ------------- | - |  | ----------- | - |  | ------------- | -
|                              |  |             |  |   |        |  |   |            |  |  |               |   |  | accumulated |   |  |               |  
|                              |  | Common      |  |   |        |  |   | Additional |  |  | Other         |   |  | during the  |   |  | Total         |  
|                              |  | shares      |  |   | Common |  |   | paid---in  |  |  | Comprehensive |   |  | exploration |   |  | stockholders' |  
|                              |  | outstanding |  |   | stock  |  |   | capital    |  |  | Loss          |   |  | stage       |   |  | equity        |  
|                              |  |             |  |   |        |  |   |            |  |  |               |   |  |             |   |  |               |  
|Common shares issued for      |  |             |  |   |        |  |   |            |  |  |               |   |  |             |   |  |               |  
|cash                          |  | 6,900,000   |  |   | 6,900  |  |   | 8,100      |  |  | ---           |   |  | ---         |   |  | 15,000        |  
|                              |  |             |  |   |        |  |   |            |  |  |               |   |  |             |   |  |               |  
|Contributed services          |  | ---         |  |   | ---    |  |   | 50         |  |  | ---           |   |  | ---         |   |  | 50            |  
|                              |  |             |  |   |        |  |   |            |  |  |               |   |  |             |   |  |               |  
|Currency exchange loss        |  | ---         |  |   | ---    |  |   | ---        |  |  | (222          | ) |  | ---         |   |  | (222          | )
|                              |  |             |  |   |        |  |   |            |  |  |               |   |  |             |   |  |               |  
|Net loss for the period       |  |             |  |   |        |  |   |            |  |  |               |   |  |             |   |  |               |  
|April 11, 2006 (inception)    |  |             |  |   |        |  |   |            |  |  |               |   |  |             |   |  |               |  
|to May 31, 2007               |  | ---         |  |   | ---    |  |   | ---        |  |  | ---           |   |  | (14,774     | ) |  | (14,774       | )
|                              |  |             |  |   |        |  |   |            |  |  |               |   |  |             |   |  |               |  
|Balance, May 31, 2007         |  | 6,900,000   |  |   | 6,900  |  |   | 8,150      |  |  | (222          | ) |  | (14,774     | ) |  | 54            |  
|                              |  |             |  |   |        |  |   |            |  |  |               |   |  |             |   |  |               |  
|Contributed services          |  | ---         |  |   | ---    |  |   | ---        |  |  | ---           |   |  | ---         |   |  | ---           |  
|                              |  |             |  |   |        |  |   |            |  |  |               |   |  |             |   |  |               |  
|Currency exchange loss        |  | ---         |  |   | ---    |  |   | ---        |  |  | ---           |   |  | ---         |   |  | ---           |  
|                              |  |             |  |   |        |  |   |            |  |  |               |   |  |             |   |  |               |  
|Net loss for the three months |  |             |  |   | ---    |  |   | ---        |  |  | ---           |   |  | (6,833      | ) |  | (6,833        | )
|period ended August 31, 2007  |  |             |  |   |        |  |   |            |  |  |               |   |  |             |   |  |               |  
|                              |  |             |  |   |        |  |   |            |  |  |               |   |  |             |   |  |               |  
|Balance, August 31, 2007      |  | 6,900,000   |  | $ | 6,900  |  | $ | 8,150      |  |  | (222          | ) |  | (21,607     | ) |  | (6,779        | )

See accompanying  notes to financial  statements

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

|                                                       |   |                 |   |   |                 |   |   | For the period      |  
|------------------------------------------------------ | - | --------------- | - | - | --------------- | - | - | ------------------- | -
|                                                       |   |                 |   |   |                 |   |   | October 19, 2006    |  
|                                                       |   | Three months    |   |   | Three months    |   |   | (date of inception) |  
|                                                       |   | ended           |   |   | ended           |   |   | through             |  
|                                                       |   | August 31, 2007 |   |   | August 31, 2006 |   |   | August 31, 2007     |  
|                                                       |   |                 |   |   |                 |   |   |                     |  
|Cash flows used for operating activities               |   |                 |   |   |                 |   |   |                     |  
|Net loss                                               | $ | (6,833          | ) | $ | (192            | ) | $ | (21,607             | )
|Adjustments to reconcile net loss to net cash provided |   |                 |   |   |                 |   |   |                     |  
|by operating activities:                               |   |                 |   |   |                 |   |   |                     |  
|Contribued services                                    |   | 0               |   |   | 0               |   |   | 50                  |  
|Other comprehensive loss                               |   | 0               |   |   | 0               |   |   | (222                | )
|Changes in operating assets and liabilities            |   |                 |   |   |                 |   |   |                     |  
|Increase (decrease)  in accrued expenses               |   | (5,000          | ) |   | 0               |   |   | 0                   |  
|                                                       |   |                 |   |   |                 |   |   |                     |  
|Cash flows used for operating activities               |   | (11,833         | ) |   | (192            | ) |   | (21,779             | )
|                                                       |   |                 |   |   |                 |   |   |                     |  
|Cash flows from financing activities                   |   |                 |   |   |                 |   |   |                     |  
|Advances from shareholder / related party              |   | 10,000          |   |   | 375             |   |   | 13,000              |  
|Proceeds from issuance of common stock                 |   | 0               |   |   | 0               |   |   | 15,000              |  
|                                                       |   |                 |   |   |                 |   |   |                     |  
|Cash flows from financing activities                   |   | 10,000          |   |   | 375             |   |   | 28,000              |  
|                                                       |   |                 |   |   |                 |   |   |                     |  
|Increase in cash and cash equivalents                  |   | (1,833          | ) |   | 183             |   |   | 6,221               |  
|                                                       |   |                 |   |   |                 |   |   |                     |  
|Cash and cash equivalents --- Beginning of period      |   | 8,054           |   |   | 0               |   |   | 0                   |  
|                                                       |   |                 |   |   |                 |   |   |                     |  
|Cash and cash equivalents --- End of period            | $ | 6,221           |   | $ | 183             |   | $ | 6,221               |  
|                                                       |   |                 |   |   |                 |   |   |                     |  
|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

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THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  AUGUST 31, 2007

Note 1  Nature of Operations

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

The Company is an exploration stage company as defined
  in the Securities and Exchange Commission Industry Guide 7, and is subject to
  compliance with Statement of Financial Accounting Standards No. 7 (SFAS No.
  7), Accounting and Reporting by Development Stage Companies. The Company
  is devoting its resources to establishing the new business, and its planned
  operations have not yet commenced, accordingly, no revenues have been earned
  during the period from April 11, 2006 (date of inception) to August 31, 2007.

Note 2  Basis of Presentation and Going Concern

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

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

The Companys financial statements at August 31, 2007 and
  for the three months ended August 31, 2007 have been prepared on a going concern
  basis, which contemplates the realization of assets and settlement of liabilities
  and commitments in the normal course of business. The Company incurred a loss
  of $6,833 for the three month period ended August 31, 2007 and a loss of $21,607
  for the period from April 11, 2006 (date of inception) through August 31, 2007.
  In addition, the Company has not generated any revenues, no revenues are anticipated
  until we begin removing and selling gold, and there is no assurance that a commercially
  viable deposit exists on the mineral claims that we have under option. These
  conditions raise substantial doubt as to the Companys ability to continue
  as a going concern.

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

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

Note 3  Summary of Significant Accounting Policies

Cash and cash equivalents

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

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THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  AUGUST 31, 2007

Mining exploration costs

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

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

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

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

Reclamation costs

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

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

Use of estimates

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

Fair value of financial instruments and derivative financial
  instruments

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

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  AUGUST 31, 2007

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

Income taxes

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

Basic and diluted net loss per share

The Company computes net income (loss) per share in accordance
  with SFAS No. 128 Earnings per Share. The basic net loss
  per common share is computed by dividing the net loss by the weighted average
  number of common shares outstanding. Diluted net loss per share gives effect
  to all dilutive potential common shares outstanding during the period using
  the as if converted basis. For the quarter ended August 31, 2007,
  and for the period April 11, 2006 (date of inception) through August 31, 2007
  there were no potential dilutive securities.

Concentration of Credit Risk

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

Special purpose entities

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

Impairment or Disposal of Long-Lived Assets

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

Stock Based Compensation

The Company accounts for its stock-based compensation in accordance
  with SFAS No. 123R, Share-Based Payment, an Amendment of FASB Statement
  No. 123. The Company recognizes in the statement of operations the grant-date
  fair value of stock options and other equity-based compensation issued to employees
  and non-employees. The Company did not grant any new employee options and no
  options were cancelled or exercised during the quarter ended August 31, 2007.
  As of August 31, 2007, there were no options outstanding.

Business segments

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

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  AUGUST 31, 2007

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

Start-up expenses

The Company has adopted Statement of Position No. 98-5, Reporting
  the Costs of Start-up Activities, which requires that costs associated
  with start-up activities be expensed as incurred. Accordingly, start-up costs
  associated with the Companys formation have been included in the Companys
  general and administrative expenses for the period from April 11, 2006 (date
  of inception) through August 31, 2007.

Foreign currency translation

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

Recently issued accounting pronouncements

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

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

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

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  AUGUST 31, 2007

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

Note 4  Common stock transactions

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

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

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

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

Activity for the period June 1, 2007 to August 31, 2007

No shares were issued during this period.

Note 5  Related party transactions

As of August 31, 2007, the amount due to a related party consists
  of a $13,000 advance from the Companys officer and director. The balance
  is non-interest bearing, unsecured and has no fixed terms of repayment.

Note 6  Commitments

Under the terms of the Option to Purchase and Royalty Agreement,
  the Company must incur exploration expenditures on the claims in the minimum
  amount of $20,000 by August 31, 2008, 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 $21,500 per annum, as prepayment
  of the net smelter royalty.

Note 7  Income taxes

---

THERON RESOURCE GROUP 
  (A Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  AUGUST 31, 2007

The Company has losses carried forward for income tax purposes.
  There are no current or deferred income tax expenses for the year ended May
  31, 2007, or for the period April 11, 2006 (date of inception) to August 31,
  2007 due to the Companys loss position. The Company has fully reserved
  for any benefits of these losses. Realization of the future tax benefits related
  to the deferred tax assets is dependent on the Companys ability to generate
  taxable income within the net operating loss carryforward period.

Note 8  Subsequent Events

On October 04, 2007, the Company filed an SB-2 registration statement
  with the Securities & Exchange Commission whereby the Company is offering
  a minimum of 1,000,000 and a maximum of 2,000,000 common shares on a best efforts
  basis at a price of $0.05 per share. In addition, the registration statement
  is qualifying the resale of up to 1,100,000 previously issued shares whereby
  certain selling shareholders are offering 1,100,000 shares on a best efforts
  basis at a price of $0.05 per share.

---

2

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

Cautionary Statement Regarding Forward-Looking
Statements

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

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

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

General Information

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

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

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

Glossary of Exploration Terms

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

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

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3

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

Foreign Currency and Exchange Rates

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

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING AUGUST 31, 2007
SHOULD BE READ IN CONJUNCTION WITH THE CORPORATIONS CONSOLIDATED FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM
10-Q.

Overview

We were incorporated in the State of Wyoming on April 11, 2006
as Theron Resource Group and established a fiscal year end of May 31. Our
statutory registered agent's office is located at 1620 Central Avenue, Suite
202, Cheyenne, Wyoming 82001 and our business office is located at 174 Gulf
Road, No. 34, Point Roberts, Washington 98281. Our telephone number is (888)
755-9766. There have been no material reclassifications, mergers, consolidations
or purchases or sales of any significant amount of assets not in the ordinary
course of business since the date of incorporation. We are a start-up,
exploration stage company engaged in the search for gold and related minerals.
There is no assurance that a commercially viable mineral deposit, a reserve,
exists in our claim or can be shown to exist until sufficient and appropriate
exploration is done and a comprehensive evaluation of such work concludes
economic and legal feasibility.

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

---

4

Under the terms of the agreement, Livgard granted to Theron the
sole and exclusive right to acquire 100 percent of the right, title and interest
of Livgard in the claims, subject to his receiving annual payments and a
royalty, in accordance with the terms of the agreement, as follows:

1.
    Theron must incur exploration expenditures on the claims
      of a minimum of $20,000, by August 31, 2008;2.
    Theron must incur exploration expenditures on the claims
      of a further $40,000, for an aggregate minimum exploration expense of
      $60,000, by August 31, 2009; and3.
    Upon exercise of the option, Theron is required to pay to
      Livgard, commencing May 31, 2010, the sum of $25,000 per annum, as
      prepayment of the net smelter royalty.


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

To date we have not performed any work on the claims nor have
we spent any money on research and development activities. Information about the
claims was presented to Mr. Satchwell for review without any contractual
obligations.

The claims are unencumbered and there are no competitive
conditions which affect the claims. Further, there is no insurance covering the
claims. We believe that no insurance is necessary since the claims are
unimproved and contain no buildings or improvements.

The names, tenure numbers, date of recording and expiration
date of the claims are as follows:

|Claim Name | Tenure  | Recording Date | Expiry Date    | Size   
|---------- | ------- | -------------- | -------------- | -------
|           | Number  |                |                | (acres)
|George 1   | 5315747 | Sept. 09, 2005 | Sept. 09, 2008 | 418    
|George 2   | 531575  | Sept. 09, 2005 | Sept. 09, 2008 | 418    
|George 3   | 531576  | Sept. 09, 2005 | Sept. 09, 2008 | 418    
|George 4   | 531550  | Sept. 09, 2005 | Sept. 09, 2008 | 314    
|George 5   | 531171  | Jan. 24, 2006  | Jan. 24, 2009  | 63     
|George 6   | 532308  | Feb. 19, 2007  | Feb. 19, 2009  | 146    

To keep the claims in good standing, such that they do not
expire on the date indicated in the preceding, we must begin exploration before
September 09, 2008 or pay $17,770 to prevent the claims from reverting to the
Crown.

Four of the claim blocks were originally staked by Livgard in
2005, one was recorded in 2006 and one in 2007. He holds the rights to the
claims which thereby gives him or his designated agent, the right to mine and
recover all of the metals contained within the surface boundaries of the lease
continued vertically downward. In the event he 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.

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

Our Proposed Exploration Program  Plan of Operation

Overview

Our business plan is to proceed with the initial exploration of
the George property to determine if there are commercially exploitable deposits
of gold and silver. We plan a two-phase exploration program to properly

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5

evaluate the potential of the claims. We must conduct
exploration to determine if gold exists on the claims and if any is found it can
be economically extracted and profitably processed. Mr. Egil Livgard, P. Eng.,
authored the Technical Report On The George Claims Group, dated January 29,
2007, in which he recommends a two-phase exploration program to properly
evaluate the potential of the claims. We must conduct exploration to determine
if gold exists on the property and if any gold which is found can be
economically extracted and profitably processed.

We do not claim to have any ores or reserves whatsoever at this
time on our optioned property.

Livgard has granted an option to Theron to allow us to explore,
mine and recover any metals on the claims. If Livgard 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, Livgard would be liable to us for monetary damages for
breach of the option 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
option agreement does not specifically reference these risks or the recourse
provided. Although we would have recourse against Livgard in the situations
described, there is a question as to whether that recourse would have specific
value.

Background to Mining in British Columbia

Under B.C. law, if the ownership of the claims were to be
passed to us and the deed of ownership were to be recorded in our name, we would
have to pay a minimum of $17,770 and file other documents since we are a foreign
corporation in Canada. We would also be required to form an B.C. corporation
which would necessitate a board of directors, a majority of which would have to
be residents of Canada, and obtain audited financial statements for that
corporation. We have decided that if gold is discovered on the claims and it
appears that it might be economical to remove the gold, we will record the deed
of ownership, pay the additional tax and file as a foreign corporation or
establish a corporate subsidiary in B.C. The decision to record or not record is
ours solely.

In Canada, all lands which have not been granted to private
persons are owned by either the federal or provincial governments in the name of
Her Majesty. Ownership rights to Crown lands are vested by the Canadian
Constitution (Constitution Act, 1967) in the province where the lands are
located. In the case of our claims, that is B.C.

In the 19th century the practice of reserving or separating the
minerals from fee simple Crown grants was established. The legislation ensures
that minerals are reserved from Crown land dispositions. The result is that the
Crown is the largest mineral owner in Canada, both as fee simple owner of crown
lands and through mineral reservations in Crown grants. Most privately held
mineral titles are acquired directly from the Crown. The claims we have under
option are one such acquisition. Accordingly, fee simple title to our claims
resides with the Crown. Our optioned claims are a lease issued pursuant to the
B.C. Mining Act to Livgard. The lessee has exclusive rights to mine and recover
all of the metals contained within the surface boundaries of the lease
vertically downward.

The claims were selected for acquisition due to their cost,
previously recorded surrounding exploration, development and extraction work and
because the claims are not located in an environmentally sensitive region.

Physiography, Location and Access

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

Regional Geology

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6

The rock types on the claims have been mapped as the Triassic
Nicola Group consisting of andesitic flows, tuff, argillite and limestone; all
are indicators of the possible presence of gold in the area of the claims. Three
mineral showings have located and received minor exploration work consisting of
pitting, geology, sampling and a magnetic survey.

A limited stream silt survey was carried out in mid 2006 by Mr.
Livgard. The mapping and sampling revealed copper, gold and silver
mineralization in altered layered rocks partly in the vicinity of and certainly
related to intrusive activity. The mineralization has been classified as skarn
deposition that can occur as disseminations in altered rock or as massive
replacement of limestone.

The headwaters of Lawless Creek are the main source of flowing
water in the vicinity of the property and its skarn deposits. The creek flows
southerly through all the claims and a further 16 kilometers to its confluence
with the Tulameen River; over this entire distance the channel is covered with
placer claims. The source of the gold has not been located. Skarn copper-gold
deposits on the claims or fracture deposits are possible sources of gold.

Previous Work

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

Our Proposed Exploration Program  Plan of Operation

Our business plan is to proceed with the initial exploration of
the George claims to determine if there are commercially exploitable deposits of
gold and silver. Mr. Egil Livgard, P. Eng., authored the Technical Report On
The George Claims Group, dated January 29, 2007, in which he recommends a
two-phase exploration program to properly evaluate the potential of the claims.
We must conduct exploration to determine if gold exists on our properties and if
any gold which is found can be economically extracted and profitably
processed.

Mr. Livgard is a registered Professional Engineer in good
standing in the Association of Professional Engineers and Geoscientists of B.C.
and the Geological Association of Canada. He is a graduate of the University of
British Columbia, (B.Sc., 1960). He has practiced his profession as an
exploration geologist for more than 46 years.

We do not claim to have any ores or reserves whatsoever at this
time on our optioned claims.

We anticipate that phase I of the recommended geological
exploration program will cost $20,000 based on the report and is a reflection of
local costs for the specified type of work. We had $6,221 in cash reserves as of
August 31, 2007 with liabilities of $13,000. Accordingly, we will not be able to
proceed with the exploration program without additional financing.

It is our intention to retain the services of Mr. Livgard prior
to commencement of work on the claims to complete the first phase of the work
program. It is our intention to carry out the work during the summer of 2008,
predicated on completion of the offering described in our registration statement
dated October 04, 2007. this document. We will assess the results of this
program upon receipt of Mr. Livgards report. The cost estimates for this and
other phases of the work program are based on Mr. Livgards recommendations and
reflect local costs for this type of work.

Phase I Exploration Program

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

---

7

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.

The laying out of a grid and line cutting involves the physical
cutting of the underbrush and overlay to establish an actual grid on the ground
whereby items can be related one to another more easily and with greater
accuracy. When we map, we essentially generate a drawing of the physical
features of the land we are interested in as well as a depiction of what may
have been found in relation to the boundaries of the property. So we will
actually draw a scale map of the area and make notes on it as to the location
where anything was found that was of interest or not.

Geophysical surveying involves the measurement of various
physical properties of the rocks at the site as well as interpreting that
information in terms of the structure and nature of the rock. The geologist will
take different measurements of the various physical and geological properties of
the rocks and interpret the results in terms of what we are seeking. These
methods include magnetic, electrical and seismic measurements. He will then
interpret all of the data obtained, plot it on the map we have generated,
provide his best estimate of the chances of finding gold and what additional
efforts we must undertake in a follow-up phase.

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 evaluated
closely to help in determining their economic potential.

Phase I may require up to three weeks for the base work and an
additional three to four months for analysis, evaluation of the work completed,
the preparation of a report and will bear an estimated total cost of $20,000.
Costs for phase I are made up of wages, fees, grid materials, transportation,
geological and geochemical supplies, assaying, camp equipment and operation
costs. It is our intention to carry the work out in 2008, predicated on
completion of the offering described in this registration statement. We will
assess the results of this program upon receipt of an appropriate engineering or
geological report. The cost estimates for this and other phases of the work
program are based on local costs for this type of work.

Over the next twelve months we intend to complete the first
phase of the exploration plan on our optioned claims. To date we have not
performed any work on the claims. If our initial exploration efforts are
favourable, we intend to proceed with longer term exploration of the claims.

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

Prior to the commencement of phase I of
the work program, Theron will maintain its business and will remain compliant
with regulatory requirements but will not advance its business plan until the
sale of shares contemplated by this registration statement is completed. At that
time we will engage our consulting engineer in preparation for the commencement
of phase I. If our time estimate proves to be conservative, the following
timeline will be advanced accordingly.

Commencing no later than September 09,
2008, phase I of the work program will establish a grid, complete general
prospecting and geological mapping of the property as well as provide a report
on the work accomplished with specific recommendations for the future at a total
cost of $20,000:

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

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

---

8

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

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

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

February 1, to April 30, 2009  we
expect to have the report on phase I of the exploration program in hand by mid
January, 2009 and will then be in a position to determine what the next step
will be in the development of our business plan. If the report is favourable and
advises that we proceed to phase II of the exploration program, we will then
have to determine how we can raise the funds required for the second phase which
are currently estimated at $40,000. If the report advises abandoning the claims
as having little or no value, we will terminate the option and cease
functioning. Various options will be reviewed as to funding  public financing,
private funding, loans or possible joint venture opportunities. Each will have
to be evaluated for merit, cost and the most favourable basis for Theron and its
shareholders. This process will require from four to eight weeks to
complete.

May 01 to July 31, 2009  if the report
is favourable, we will spend this time working on the effort to raising the
funds necessary to carry out phase II. This period may carry on into fiscal 2009
-2010 depending on the availability of funds and the methods needed to complete
the financing. For example, if a registration statement is required, it may take
more than three months to complete the offering.

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

Employees

Initially, we intend to use the services of subcontractors for
manual labour exploration work on our claims 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.

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9

Offices

Our offices are located at 174 Gulf Road, No. 34, Point
Roberts, Washington 98281. Currently, these facilities are provided to us by
Jerry R. Satchwell, a director and our President, without charge, but such
arrangement may be cancelled at anytime without notice. As our business
activities continue, we anticipate that we will be required to pay a pro rata
share of the rent incurred for the facilities that we occupy. Specific direct
expenses incurred such as telephone and secretarial services are charged back to
Theron at cost on a quarterly basis.

Risks

At present we do not know whether or not 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 and would either have to temporarily suspend operations until sufficient
capital can be secure or cease operations entirely.

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

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

Results of Operations

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

Since inception, we have used our common stock and loans or
advances from our director to raise money for our optioned acquisition and for
corporate expenses. Net cash provided by financing activities (less offering
costs) from inception on April 11, 2006 to August 31, 2007 was $15,000 as a
result of proceeds received from sales of our common stock while $13,000 has
been advanced without terms of repayment by a director and officer.

The Corporation did not generate any revenues from operations
for the quarter ended August 31, 2007. To date, we have not generated any
revenues from our mineral exploration business.

REVENUES

REVENUE  Gross revenue for the quarter ended August 31, 2007
was $0 and $0 for the same quarter in the previous fiscal year.

COMMON STOCK Net cash provided by financing activities during
the quarter ended August 31, 2007 was $0 and $15,000 received for the period
from inception on April 11, 2006 through to and including

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10

August 31, 2007. $0 was received for the similar period in the
previous fiscal year. No options or warrants were issued to issue shares at a
later date in the most recent quarter.

EXPENSES

SUMMARY  Total expenses were $6,833 in the quarter ended
August 31, 2007 and $192 for the quarter ended August 31, 2006. A total of
$21,607 in expenses has been incurred since inception on April 11, 2006 through
August 31, 2007. The costs can be subdivided into the following categories.

CONTRIBUTED EXPENSES: $0 in contributed expenses (for
contributed administrative costs) were incurred for the quarter ended August 31,
2007 and $0 was incurred in the same quarter last year. $50 was incurred in the
period from inception on April 11, 2006 to August 31, 2007. All contributed
expenses are reported as contributed costs with a corresponding credit to
additional paid-in capital.

PROFESSIONAL FEES: Theron incurred $6,000 in professional fees
for the quarter ended on August 31, 2007 and $0 for the similar period in the
previous fiscal year. From inception to April 11, 2006, we have incurred a total
of $11,450 in professional fees mainly spent on legal and accounting matters.
This cost category will have frequent swings in spending depending on the legal
and accounting activities of the Corporation.

COMPENSATION: No compensation costs were incurred for the
quarter ended August 31, 2007 or the quarter ended August 31, 2006 and no direct
compensation costs have been incurred since inception.

OFFICE EXPENSES: $41 in office costs were incurred in the most
recent quarter which ended on August 31, 2007 and $192 was incurred in the
quarter ended August 31, 2006. For the period April 11, 2006 (inception) through
August 31, 2007 a total of $2,225 has been spent on office related expenses.

TRAVEL, ENTERTAINMENT AND MEAL EXPENSES: $792 in travel,
entertainment and meal costs were incurred in the most recent quarter which
ended on August 31, 2007 while $0 was incurred in the similar quarter last year.
For the period April 11, 2006 (inception) through August 31, 2007 a total of
$2,301 has been spent on travel entertainment and meal expenses.

COMMUNICATIONS EXPENSES: $0 in communications costs were
incurred in the most recent quarter which ended on August 31, 2007 or for the
quarter ended August 31, 2006. For the period April 11, 2006 (inception) through
August 31, 2007 a total of $1,189 has been spent on communication costs related
to establishing our business.

FILING FEES: No filing fees were incurred in the current
quarter under review or for the similar period in the previous fiscal year. For
the period April 11, 2006 (inception) through August 31, 2007, Theron has spent
a total of $150 on filing and related fees.

MINERAL PROPERTY ACQUISITION COSTS: No mineral property
acquisition costs were incurred in the current quarter under review or the
similar quarter last year. For the period April 11, 2006 (inception) through
August 31, 2007, Theron has spent a total of $4,242 on mineral property
acquisition expenses.

OTHER GENERAL AND ADMINISTRATIVE COSTS: $0 in other costs were
incurred in the current quarter under review. For the period April 11, 2006
(inception) through August 31, 2007, Theron has spent a total of $50 on other or
miscellaneous expenses or services

NET CASH USED IN OPERATING ACTIVITIES: For the three month
period ended on August 31, 2007, $11,833 in net cash was used. A total of
$21,779 in net cash has been used for the period from Inception on April 11,
2006 to August 31, 2007.

INCOME TAX PROVISION: As a result of operating losses, there
has been no provision for the payment of income taxes to date in 2007 or from
the date of inception.

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11

During the current quarter under review, Theron did not sell
any shares of its common stock. As of the date of this report Theron has
6,900,000 common shares issued and outstanding.

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

Plan of Operation

Theron believes we can satisfy our cash requirements for the
current fiscal year end of May 31, 2008 with available cash on hand and the
proceeds of our SB-2 offering which is expected to raise between $50,000 and
$100,000. As of August 31, 2007, we had a deficit of $6,779 in unallocated
working capital.

For the balance of the current fiscal year to May 31, 2008 we
will concentrate our efforts on completing our initial public offering as
described in the SB-2 registration statement dated October 4, 2007 and then
commencing the phase I work program on our optioned mineral property. Following
industry trends and demands, we are also considering the acquisition of other
properties of merit. In either situation, a new public offering might be needed
and completed during a subsequent period.

If it turns out that we have not raised enough money to
complete our secondary exploration program through phase II, we will try to
raise the funds from a second 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.

We do not expect any changes or more hiring of employees since
contracts are given on an as needed basis to consultants and sub-contractor
specialists in specific fields of expertise for the exploration works.

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 2007  2008. Management projects that
we may require a total of $100,000 to $150,000 to fund our ongoing operating
expenses and working capital requirements for the next twelve months, broken
down as follows:

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


As at August 31, 2007, we had a working capital deficit of
$6,779. 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, 2007, 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. The issuance of additional equity securities by us 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.

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12

There are no assurances that we will be able to obtain further
funds required for our 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 other obligations as they become due.

Liquidity and Capital Resources

As of end of the last quarter on August 31, 2007, we have yet
to generate any revenues from our business operations.

Since inception, we have used our common stock and loans or
advances from our officers and directors to raise money for our optioned
acquisition and for corporate expenses. Net cash provided by financing
activities from inception on April 11, 2006 to August 31, 2007 was $28,000 as a
result of gross proceeds received from sales of our common stock of $15,000
(less offering costs) and a $13,000 advance from our officer and director. 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 S / 504D offering in November, 2006 for cash
consideration of $9,000 to a total of 4 placees.

As of August 31, 2007, our total assets which consist entirely
of cash and prepaid expenses amounted to $6,221 and our total liabilities were
$13,000. Working capital stood at negative $6,779.

For the quarter ended August 31, 2007, the net loss was $6,833
($0.001 per share). The loss per share was based on a weighted average of
6,900,000 common shares outstanding. The net loss from Inception to August 31,
2007 is $21,607.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
August 31, 2007. Inflation is moderately higher than it was during 2006 but the
actual rate of inflation is not material and is not considered a factor in our
contemplated capital expenditure program.

Item 3. Controls and Procedures

A. Disclosure

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

B. Internal Control over Financial Reporting

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

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

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13

| | c) | presented in this quarterly report our conclusions about
      the effectiveness of the disclosure controls and procedures based on our
      evaluation as of the Evaluation Date; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Changes in Securities

Theron had 6,900,000 shares of common stock issued and
outstanding as of August 31, 2007 and as of June 10, 2008. Of these shares,
approximately 6,000,000 shares are held by an affiliate of the Corporation; some
of those shares can be resold in compliance with the limitations of Rule 144 as
adopted by the Securities Act of 1933, as amended (the Securities Act).

In general, under Rule 144, a person who has beneficially owned
shares privately acquired directly or indirectly from us or from one of our
affiliates, for at least one year, or who is an affiliate, is entitled to sell,
within any three-month period, a number of shares that do not exceed the greater
of 1% of the then outstanding shares or the average weekly trading volume in our
shares during the four calendar weeks immediately preceding such sale. Sales
under Rule 144 are also subject to certain manner of sale provisions, notice
requirements and the availability of current public information about us. A
person who is not deemed to have been an affiliate at any time during the 90
days preceding the sale, and who has beneficially owned restricted shares for at
least two years, is entitled to sell all such shares under Rule 144 without
regard to the volume limitations, current public information requirements,
manner of sale provisions or notice requirements.

The issuances discussed under this section are exempted from
registration under Rule 903 of Regulation S or Rule 504D of regulation D or
Section 4(2) of the Securities Act, as provided. All purchasers of our
securities acquired the shares for investment purposes only and all stock
certificates reflect the appropriate legends as appropriate. No underwriters
were involved in connection with the sale of securities referred to in this
report.

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

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

Item 5. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on
April 11, 2006 to August 31, 2007 was $28,000 as a result of proceeds received
from sales of our common stock. During that same period, the following table
indicates how the proceeds have been spent to date:

Acquisition of Mineral Property Interest
    $ 4,242Professional Fees
    11,450Communications Expenses
    1,189Office Expenses
    2,225Travel, Entertainment and Meals
    2,301Other Costs and Services
    150Total Use of Proceeds
        to August 31, 2007
      $21,557


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Common Stock

During the three month period ended August 31, 2007, no shares
of common stock were issued. As of August 31, 2007 and June 10, 2008 there were
6,900,000 shares issued and outstanding.

Options

No options were granted during the three-month period ending
August 31, 2007.

Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K filed during the quarter ended August 31,
2007: NONE

Exhibits

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

SIGNATURES

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

Theron Resource Group(Registrant)

| | Date: June 10, 2008                                                                       
| | ------------------------------------------------------------------------------------------
| |                                                                                           
| |                                                                                           
| | 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                                      

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