---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

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

For the quarterly period ended AUGUST 31, 2009

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

For the transition period from _____to _______

Commission file number: 333-146518

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

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

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

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

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

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

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

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

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

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: 7,900,000 shares
of Common Stock as of the date of this periodic report.

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

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

---

|Theron Resource Group         
|------------------------------
|(an Exploration Stage Company)
|Balance Sheets                
|August 31, 2009               

|                                                                   |   | August 31, 2009 |   |   | August 31, 2008 |   |   | May 31, 2009 |  
|------------------------------------------------------------------ | - | --------------- | - | - | --------------- | - | - | ------------ | -
|                                                                   |   | (Unaudited)     |   |   | (Unaudited)     |   |   | (Audited)    |  
|Assets                                                             |   |                 |   |   |                 |   |   |              |  
|                                                                   |   |                 |   |   |                 |   |   |              |  
|Current assets                                                     |   |                 |   |   |                 |   |   |              |  
|Cash and cash equivalents                                          | $ | 89              |   | $ | 4,904           |   | $ | 405          |  
|Prepaid expenses                                                   |   | -----           |   |   | 591             |   |   | -----        |  
|                                                                   |   |                 |   |   |                 |   |   |              |  
|Total
      Assets                                                 |   | 89              |   |   | 5,495           |   |   | 405          |  
|                                                                   |   |                 |   |   |                 |   |   |              |  
|Liabilities and Stockholders' Equity                               |   |                 |   |   |                 |   |   |              |  
|                                                                   |   |                 |   |   |                 |   |   |              |  
|Current liabilities                                                |   |                 |   |   |                 |   |   |              |  
|Accounts Payable and accrued liabilities                           |   | 4,320           |   |   | 4,575           |   |   | 3,350        |  
|Due to related party (Note
      6)                                |   | 1,000           |   |   | -----           |   |   | 1,000        |  
|Contingent Liability - shares subject to
      rescission (Note 5) |   | -----           |   |   | 46,250          |   |   | -----        |  
|                                                                   |   |                 |   |   |                 |   |   |              |  
|Total current
      liabilities                                    |   | 5,320           |   |   | 50,825          |   |   | 4,350        |  
|                                                                   |   |                 |   |   |                 |   |   |              |  
|Stockholders' equity                                               |   |                 |   |   |                 |   |   |              |  
|Common stock, 500,000,000
      shares authorized,                 |   |                 |   |   |                 |   |   |              |  
|par value
      $.001, 7,900,000 shares issued and                 |   |                 |   |   |                 |   |   |              |  
|outstanding                                                        |   | 7,900           |   |   | 6,900           |   |   | 7,900        |  
|Additional paid-in capital                                         |   | 57,150          |   |   | 8,150           |   |   | 57,150       |  
|Other comprehensive loss                                           |   | (222            | ) |   | (222            | ) |   | (222         | )
|Deficit accumulated during the exploration
      stage             |   | (70,059         | ) |   | (60,158         | ) |   | (68,773      | )
|Total
      stockholders' equity                                   |   | (5,231          | ) |   | (45,330         | ) |   | (3,945       | )
|                                                                   |   |                 |   |   |                 |   |   |              |  
|Total
      liabilities and stockholders' equity                   | $ | 89              |   | $ | 5,495           |   | $ | 405          |  

See accompanying notes to financial statements

---

|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             |  
|                                         |   | 2009         |   |   | 2008         |   |   | August 31, 2009     |  
|                                         |   |              |   |   |              |   |   |                     |  
|Revenues                                 | $ | ---          |   | $ | ---          |   | $ | ---                 |  
|                                         |   |              |   |   |              |   |   |                     |  
|Expenses                                 |   |              |   |   |              |   |   |                     |  
|Acquisition of mineral property interest |   | ---          |   |   | ---          |   |   | 4,242               |  
|Mineral property exploration             |   | ---          |   |   | 20,083       |   |   | 20,082              |  
|Loss on foreign exchange                 |   | 2            |   |   | 2            |   |   | 91                  |  
|Professional fees                        |   | 1,106        |   |   | 675          |   |   | 25,833              |  
|Communications expense                   |   | ---          |   |   | 1,290        |   |   | 3,246               |  
|Office expenses                          |   | 57           |   |   | 1,150        |   |   | 4,960               |  
|Travel and entertainment                 |   | ---          |   |   | 2,460        |   |   | 5,101               |  
|Filing fees                              |   | 120          |   |   | 1,559        |   |   | 6,454               |  
|Other services                           |   | ---          |   |   | ---          |   |   | 50                  |  
|                                         |   |              |   |   |              |   |   |                     |  
|Total expenses                           |   | 1,285        |   |   | 27,219       |   |   | 70,059              |  
|                                         |   |              |   |   |              |   |   |                     |  
|Net loss                                 | $ | (1,285       | ) | $ | (27,219      | ) | $ | (70,059             | )
|                                         |   |              |   |   |              |   |   |                     |  
|Basic and diluted loss per common share  | $ | 0.000        |   | $ | (0.004       | ) | $ |                     |  
|                                         |   |              |   |   |              |   |   |                     |  
|Weighted average number of common shares |   |              |   |   |              |   |   |                     |  
|used in per share calculations           |   | 7,184,932    |   |   | 6,900,000    |   |   |                     |  

See accompanying notes to financial statements

---

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

|                           |  |             |  |  |        |  |  |            |  |  |               |   |  | Deficit     |   |  |               |  
|-------------------------- |  | ----------- |  |  | ------ |  |  | ---------- |  |  | ------------- | - |  | ----------- | - |  | ------------- | -
|                           |  |             |  |  |        |  |  |            |  |  |               |   |  | accumulated |   |  |               |  
|                           |  | Common      |  |  |        |  |  | Additional |  |  | Other         |   |  | during the  |   |  | Total         |  
|                           |  | shares      |  |  | Common |  |  | paid-in    |  |  | Comprehensive |   |  | exploration |   |  | stockholders' |  
|                           |  | outstanding |  |  | stock  |  |  | capital    |  |  | Loss          |   |  | stage       |   |  | equity        |  
|                           |  |             |  |  |        |  |  |            |  |  |               |   |  |             |   |  |               |  
|Common shares issued for   |  |             |  |  |        |  |  |            |  |  |               |   |  |             |   |  |               |  
|cash                       |  | 6,900,000   |  |  | 6,900  |  |  | 8,100      |  |  | ---           |   |  | ---         |   |  | 15,000        |  
|                           |  |             |  |  |        |  |  |            |  |  |               |   |  |             |   |  |               |  
|Contributed services       |  | ---         |  |  | ---    |  |  | 50         |  |  | ---           |   |  | ---         |   |  | 50            |  
|                           |  |             |  |  |        |  |  |            |  |  |               |   |  |             |   |  |               |  
|Currency exchange loss     |  | ---         |  |  | ---    |  |  | ---        |  |  | (222          | ) |  | ---         |   |  | (222          | )
|                           |  |             |  |  |        |  |  |            |  |  |               |   |  |             |   |  |               |  
|Net loss for the period    |  |             |  |  |        |  |  |            |  |  |               |   |  |             |   |  |               |  
|April 11, 2006 (inception) |  |             |  |  |        |  |  |            |  |  |               |   |  |             |   |  |               |  
|to May 31, 2007            |  | ---         |  |  | ---    |  |  | ---        |  |  | ---           |   |  | (14,774     | ) |  | (14,774       | )
|                           |  |             |  |  |        |  |  |            |  |  |               |   |  |             |   |  |               |  
|BALANCE,MAY31,2007         |  | 6,900,000   |  |  | 6,900  |  |  | 8,150      |  |  | (222          | ) |  | (14,774     | ) |  | 54            |  
|                           |  |             |  |  |        |  |  |            |  |  |               |   |  |             |   |  |               |  
|Net los for the year       |  |             |  |  |        |  |  |            |  |  |               |   |  | (18,165     | ) |  | (18,165       | )
|                           |  |             |  |  |        |  |  |            |  |  |               |   |  |             |   |  |               |  
|BALANCE,MAY31,2008         |  | 6,900,000   |  |  | 6,900  |  |  | 8,150      |  |  | (222          | ) |  | (32,939     | ) |  | (18,111       | )
|                           |  |             |  |  |        |  |  |            |  |  |               |   |  |             |   |  |               |  
|Commonsharesissued         |  |             |  |  |        |  |  |            |  |  |               |   |  |             |   |  |               |  
|forcash                    |  | 1,000,000   |  |  | 1,000  |  |  | 49,000     |  |  | ---           |   |  | ---         |   |  | 50,000        |  
|                           |  |             |  |  |        |  |  |            |  |  |               |   |  |             |   |  |               |  
|Net Loss for the year      |  | ---         |  |  | ---    |  |  | ---        |  |  | ---           |   |  | (35,834     | ) |  | (35,834       | )
|                           |  |             |  |  |        |  |  |            |  |  |               |   |  |             |   |  |               |  
|BALANCE,MAY31,2009         |  | 7,900,000   |  |  | 7,900  |  |  | 57,150     |  |  | (222          | ) |  | (68,773     | ) |  | (3,945        | )
|                           |  |             |  |  |        |  |  |            |  |  |               |   |  |             |   |  |               |  
|Net Loss for the quarter   |  |             |  |  |        |  |  |            |  |  |               |   |  |             |   |  |               |  
|ended August 31, 2009      |  | ---         |  |  | ---    |  |  | ---        |  |  | ---           |   |  | (1,285      | ) |  | (1,285        | )
|                           |  |             |  |  |        |  |  |            |  |  |               |   |  |             |   |  |               |  
|BALANCE,AUGUST31,2009      |  | 7,900,000   |  |  | 7,900  |  |  | 57,150     |  |  | (222          | ) |  | (70,059     | ) |  | (5,231        | )

See accompanying  notes to financial  statements

---

|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, 2009 |   |   | August 31, 2008 |   |   | August 31, 2009     |  
|                                                               |   |                 |   |   |                 |   |   |                     |  
|Cash flows used for operating activities                       |   |                 |   |   |                 |   |   |                     |  
|Net loss                                                       | $ | (1,285          | ) | $ | (27,219         | ) | $ | (70,059             | )
|Adjustments to reconcile net loss to net cash provided         |   |                 |   |   |                 |   |   |                     |  
|by operating activities:                                       |   |                 |   |   |                 |   |   |                     |  
|Contributed services                                           |   | 0               |   |   | 0               |   |   | 50                  |  
|Other comprehensive loss                                       |   | 0               |   |   | 0               |   |   | (222                | )
|Changes in operating assets and liabilities                    |   |                 |   |   |                 |   |   |                     |  
|Increase (decrease) in prepaid expenses                        |   |                 |   |   | 4               |   |   | 0                   |  
|Increase (decrease)  in accounts payable & accrued liabilities |   | 970             |   |   | (2,325          | ) |   | 4,320               |  
|                                                               |   |                 |   |   |                 |   |   |                     |  
|Cash flows used for operating activities                       |   | (315            | ) |   | (29,540         | ) |   | (65,911             | )
|                                                               |   |                 |   |   |                 |   |   |                     |  
|Cash flows from financing activities                           |   |                 |   |   |                 |   |   |                     |  
|Advances (repayments) from (to) related party                  |   | 0               |   |   | (13,000         | ) |   | 1,000               |  
|Share Subscriptions                                            |   | 0               |   |   | 0               |   |   | 0                   |  
|Contingent Liabilities --- share subscriptions received        |   | 0               |   |   | 4,750           |   |   | 0                   |  
|Proceeds from issuance of common stock                         |   | 0               |   |   | 0               |   |   | 65,000              |  
|                                                               |   |                 |   |   |                 |   |   |                     |  
|Cash flows from financing activities                           |   | 0               |   |   | (8,250          | ) |   | 66,000              |  
|                                                               |   |                 |   |   |                 |   |   |                     |  
|Increase in cash and cash equivalents                          |   | (315            | ) |   | (37,790         | ) |   | 89                  |  
|                                                               |   |                 |   |   |                 |   |   |                     |  
|Cash and cash equivalents --- Beginning of period              |   | 405             |   |   | 42,694          |   |   | 0                   |  
|                                                               |   |                 |   |   |                 |   |   |                     |  
|Cash and cash equivalents --- End of period                    | $ | 89              |   | $ | 4,904           |   | $ | 89                  |  
|                                                               |   |                 |   |   |                 |   |   |                     |  
|Supplemental Disclosures regarding cash flows                  |   |                 |   |   |                 |   |   |                     |  
|Interest paid                                                  | $ | ---             |   | $ | ---             |   | $ | ---                 |  
|Income taxes paid                                              |   | ---             |   |   | ---             |   |   | ---                 |  
|                                                               |   |                 |   |   |                 |   |   |                     |  
|Non---cash financing activities                                |   |                 |   |   |                 |   |   |                     |  
|Paid in capital from contributed services                      |   | ---             |   |   | ---             |   |   | 50                  |  

See accompanying notes to financial statements

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|AUGUST 31, 2009                  

Note 1  Nature of Operations

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

The Company is an exploration stage company as
  defined in the Securities and Exchange Commission Industry Guide 7, and is subject
  to compliance with 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, 2009.

Note 2  Basis of Presentation and Going Concern

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

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

Interim financial data presented herein are unaudited.

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

The Companys financial statements at August 31, 2009,
  and for the three months ended August 31, 2009 have been prepared on a going
  concern basis, which contemplates the realization of assets and settlement of
  liabilities and commitments in the normal course of business. The Company incurred
  a loss of $1,285 for the three month period ended August 31, 2009 and a
  loss of $70,059 for the period from April 11, 2006 (date of inception),
  through August 31, 2009. In addition, the Company has not generated any revenues,
  no revenues are anticipated until we begin removing and selling gold, and there
  is no assurance that a commercially viable deposit exists on the mineral claims
  that we have under option. These conditions raise substantial doubt as to the
  Companys ability to continue as a going concern.

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

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

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|AUGUST 31, 2009                  

Note 3  Summary of Significant Accounting Policies

Cash and cash equivalents

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

Mining exploration costs

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

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 nine 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.

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|AUGUST 31, 2009                  

Fair value of financial instruments and derivative financial
  instruments

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

Income taxes

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

Basic and diluted net loss per share

The Company computes net income (loss) per share in accordance
  with SFAS No. 128 Earnings per Share. The basic net loss
  per common share is computed by dividing the net loss by the weighted average
  number of common shares outstanding. Diluted net loss per share gives effect
  to all dilutive potential common shares outstanding during the period using
  the as if converted basis. For the three month period ended August
  31, 2009 and for the period April 11, 2006 (date of inception), through August
  31, 2009 there were no potential dilutive securities.

Concentration of Credit Risk

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

Special purpose entities

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

Impairment or Disposal of Long-Lived Assets

In August 2001, FASB issued Statement No. 144 Accounting
  for the Impairment or Disposal of Long-Lived Assets. FAS 144 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. 12.. 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,
  2009. As of August 31, 2009, there were no options outstanding.

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|AUGUST 31, 2009                  

Business segments

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

Start-up expenses

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, 2009.

Foreign currency translation

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

Recently issued accounting pronouncements

In December 2007, the FASB issued SFAS No. 141 (Revised 2008),
  Business Combinations.The objective of this statement will
  significantly change the accounting for business combinations. Under Statement
  141R, an acquiring entity will be required to recognize all the assets acquired
  and liabilities assumed in a transaction at the acquisition date fair value
  with limited exceptions. Statement 141 applies prospectively to business combinations
  for which the acquisition date is on or after the beginning of the first annual
  reporting period beginning on or after December 15, 2009. The Company does not
  expect the adoption of SFAS No. 141R to have a material impact on the consolidated
  financial statements.

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. The Company does not expect the adoption of SFAS No.
  157 to have a material impact on the consolidated 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

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|AUGUST 31, 2009                  

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 adoption
  of this standard had no material impact on the Companys financial statements.

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

In December 2007, the FASB issued SFAS No. 160 Non-controlling
  Interests in Consolidated Financial Statements-An Amendment of ARB No. 51.The objective of this statement is to establish new accounting and reporting
  standards for the non-controlling interest in a subsidiary and for the deconsolidation
  of a subsidiary. SFAS 160 is effective for fiscal years, and interim periods
  within those fiscal years, beginning on or after December 15, 2009. The Company
  does not expect the adoption of SFAS No. 160 to have a material impact on the
  consolidated financial statements.

In March 2008, the FASB issued Statement of Financial Accounting
  Standards (SFAS) No. 161 Disclosures about Derivative Instruments
  and Hedging Activities, an amendment of FASB Statement No. 133,which
  requires additional disclosures about the objectives of the derivative instruments
  and hedging activities, the method of accounting for such instruments under
  SFAS No. 133 and its related interpretations, and a tabular disclosure of the
  effects of such instruments and related hedged items on our financial position,
  financial performance, and cash flows. The Company does not expect the adoption
  of SFAS No. 161 to have a material impact on the consolidated financial statements.

In May 2008, the FASB issued SFASB No. 163 Accounting
  for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement
  No. 60. The scope of the statement is limited to financial guarantee
  insurance (and reinsurance) contracts. The pronouncement is effective for fiscal
  years beginning after December 31, 2009. The Company does not believe this pronouncement
  will impact its financial statements.

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|AUGUST 31, 2009                  

In April 2009, the FASB issued FSP No. FAS 157-4 Determining
  Fair Values When the Volume and Level of Activity for the Asset or Liability
  Have Significantly Decreased and Identifying Transactions That Are Not Orderly.This FSP provides guidance on (1) estimating the fair value of an asset
  or liability when the volume and level of activity for the asset or liability
  have significantly declined and (2) identifying transactions that are not orderly.
  The FSP also amends certain disclosure provisions of SFAS No. 157 to require,
  among other things, disclosures in interim periods of the inputs and valuation
  techniques used to measure fair value. This pronouncement is effective prospectively
  beginning April 1, 2009. The adoption of this standard did not have a material
  impact on the Company's consolidated results of operations or financial condition.

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2
  Recognition and Presentation of Other-Than-Temporary Impairments.
  This FSP modifies the requirements for recognizing other-than-temporarily impaired
  debt securities and changes the existing impairment model for such securities.
  The FSP also requires additional disclosures for both annual and interim periods
  with respect to both debt and equity securities. Under the FSP, impairment of
  debt securities will be considered other-than-temporary if an entity (1) intends
  to sell the security, (2) more likely than not will be required to sell the
  security before recovering its cost, or (3) does not expect to recover the security's
  entire amortized cost basis (even if the entity does not intend to sell). The
  FSP further indicates that, depending on which of the above factor(s) causes
  the impairment to be considered other-than-temporary, (1) the entire shortfall
  of the security's fair value versus its amortized cost basis or (2) only the
  credit loss portion would be recognized in earnings while the remaining shortfall
  (if any) would be recorded in other comprehensive income. FSP 115-2 requires
  entities to initially apply the provisions of the standard to previously other-than-temporarily
  impaired debt securities existing as of the date of initial adoption by making
  a cumulative-effect adjustment to the opening balance of retained earnings in
  the period of adoption. The cumulative-effect adjustment potentially reclassifies
  the noncredit portion of a previously other-than-temporarily impaired debt security
  held as of the date of initial adoption from retained earnings to accumulated
  other comprehensive income. This pronouncement is effective April 1, 2009. The
  adoption of this standard did not have a material impact on the Company's consolidated
  results of operations or financial condition.

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1,
  Interim Disclosures about Fair Value of Financial Instruments.
  This FSP essentially expands the disclosure about fair value of financial instruments
  that were previously required only annually to also be required for interim
  period reporting. In addition, the FSP requires certain additional disclosures
  regarding the methods and significant assumptions used to estimate the fair
  value of financial instruments.

In May 2009, the FASB issued SFAS No. 165 Subsection
  Events which provides guidance to establish general standards of accounting
  for and disclosures of events that occur after the balance sheet date but before
  financial statements are issued or are available to be issued. SFAS 165 also
  requires entities to disclose the date through which subsequent events were
  evaluated as well as the rationale for why that date was selected. SFAS 165
  is effective for interim and annual periods ending after June 15, 2009, and
  accordingly, the Company adopted this pronouncement during the second quarter
  of 2009. SFAS 165 requires that public entities evaluate subsequent events through
  the date that the financial statements are issued.

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

In June 2009, the FASB issued SFAS No. 167, Amendments
  to FASB interpretation No. 46(R) which modifies how a company determines
  when an entity that is insufficiently capitalized or is not controlled through
  voting (or similar rights) should be consolidated. SFAS 167 clarifies that the
  determination of whether a company is required to consolidate an entity is based
  on, among other things, an entity's purpose and design and a company's ability
  to

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|AUGUST 31, 2009                  

direct the activities of the entity that most significantly impact
  the entity's economic performance. SFAS 167 requires an ongoing reassessment
  of whether a company is the primary beneficiary of a variable interest entity.
  SFAS 167 also requires additional disclosures about a company's involvement
  in variable interest entities and any significant changes in risk exposure due
  to that involvement. SFAS 167 is effective for fiscal years beginning after
  November 15, 2009. The Company has not completed its assessment of the impact
  SFAS 167 will have on its financial condition, results of operations or cash
  flows.

In June 2009, the FASB issued SFAS No. 168, The FASB
  Accounting Standards Codification(TM) and the Hierarchy of Generally Accepted
  Accounting Principles  A Replacement of FASB Statement No. 162.
  This Standard establishes the FASB Accounting Standards Codification(TM) (the
  "Codification") as the source of authoritative accounting principles recognized
  by the FASB to be applied by nongovernmental entities in the preparation of
  financial statements in conformity with US GAAP. The Codification does not change
  current US GAAP, but is intended to simplify user access to all authoritative
  US GAAP by providing all the authoritative literature related to a particular
  topic in one place. The Codification is effective for interim and annual periods
  ending after September 15, 2009, and as of the effective date, all existing
  accounting standard documents will be superseded. The Codification is effective
  in the third quarter of 2009, and accordingly, the Quarterly Report on Form
  10-Q for the quarter ending September 30, 2009 and all subsequent public filings
  will reference the Codification as the sole source of authoritative literature.

Note 4  Common stock transactions

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

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

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

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

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

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

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

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

Activity for the period June 1, 2009 to August 31, 2009

No shares were issued during the period.

Note 5  Common Stock Subject to Rescission

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

---

|THERON RESOURCE GROUP            
|---------------------------------
|(A Exploration Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|AUGUST 31, 2009                  

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

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

In January 2009, under an S-1 rescission offering registration
  statement revised to April 3, 2009, the Company offered to rescind a total of
  1,900,000 shares of common stock issued or sold by the selling shareholders
  under its October, 2007 SB-2 registration statement. These shares represented
  all of the SB-2 shares the Company issued (1,000,000) and the shares (900,000)
  sold by the selling shareholders for which a purchaser could claim a rescission
  right. The rescission offer was intended to address the Companys rescission
  liability relating to its federal and state securities laws compliance issues
  by allowing the holders of the shares covered by the rescission offer to rescind
  the underlying securities transactions and sell those securities back to the
  Company or recover damages, as the case may be. The rescission statement became
  effective on April 13, 2009 and closed on May 14, 2009 with no shareholder accepting
  the offering, i.e., tendering their shares for repurchase. As of the date of
  this report, Theron has 7,900,000 shares of common stock issued and outstanding.

Note 6  Related party transactions

As of August 31, 2009, the amount due to a related party consists
  of a $1,000 advance from the Companys officer and director. The balance
  is non-interest bearing, unsecured and has no fixed terms of repayment.

Note 7  Commitments

Under the terms of the Option to Purchase and Royalty Agreement,
  the Company must incur exploration expenditures on the claims in the minimum
  amount of $20,000 by August 31, 2008, 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. We are currently awaiting an engineering report on the
  first phase project before determining future actions.

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

---

2

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

Cautionary Statement Regarding Forward-Looking
Statements

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

In some cases, you can also identify forward-looking statements
by terminology such as may, will, should, plans, predicts, potential
or continue or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
Risk Factors on page 5, that may cause our or our industry's actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

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

General Information

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

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

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

Foreign Currency and Exchange Rates

Dollar costs of Therons property acquisition and planned
  exploration costs are in Canadian Dollars. For purposes of consistency and to
  express United States Dollars throughout this report, Canadian Dollars have
  been converted into United States currency at the rate of US $1.00 being approximately
  equal to CA $1.10 or CA $1.00 being approximately equal to US $0.90 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, 2009,
SHOULD BE READ IN CONJUNCTION WITH THE CORPORATIONS FINANCIAL STATEMENTS,
INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-Q AND IN OUR
ANNUAL REPORT FILED ON FORM 10-K.

Overview

---

3

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

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

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

The phase I exploration program on the George property
commenced on April 30, 2009, and was completed on June 04, 2009, under the
supervision of Egil Livgard, P. Eng., the author of the initial geological and
engineering report on the project. Our portion of the phase I geological
exploration program on the property cost $20,000 which is a reflection of local
costs for the specified type of work. Phase I required an additional three to
four months for analysis, evaluation of the work completed and the preparation
of a report. Costs for phase I were made up of wages, fees, geological and
geochemical supplies, assaying, equipment, diamond drilling and costs of
operation. We will assess the results of this program upon receipt of an
appropriate engineering or geological report.

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

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

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

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

The option agreement expired on May 31, 2009, but the property
owner has verbally agreed to take no action to terminate the agreement until
such time as we have been able to review the engineering report of the first
phase of the exploration program and are in a position to determine how and when
we will be able to move forward with the project.

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

---

4

other indicator metals in recovered samples so the results from
different samples can be compared in a more precise manner and plotted on a map
to evaluate their significance.

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

Employees

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

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

Offices

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

Risks

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

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

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

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

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5

not specifically reference these risks or the recourse.
Although we would have recourse against the vendor in the situations described,
there is a question as to whether that recourse would have specific value.

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

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

Results of Operations

Theron was incorporated on April 11, 2006; comparative periods
for the three months ended August 31, 2009, August 31, 2008, and April 11, 2006
(inception), through August 31, 2009, are presented in the following
discussion.

Since inception, we have used our common stock and loans or
advances from our director to raise money for our optioned acquisition and for
corporate expenses. Net cash provided by financing activities (less offering
costs) from inception on April 11, 2006, to August 31, 2009, was $66,000
($65,000 as a result of proceeds received from sales of our common stock and
$1,000 advanced without terms of repayment by a related party).

The Corporation did not generate any revenues from operations
for the quarter ended August 31, 2009. To date, we have not generated any
revenues from our mineral exploration business.

REVENUES

REVENUE  Gross revenue for the quarter ended August 31,
2009,was $0 and $0 for the same periods in the previous fiscal year.

COMMON STOCK Net cash provided by financing activities during
the quarter ended August 31, 2009, was nil ($0) as compared to $8,250 received
for the quarter ended August 31, 2008, and $66,000 received for the period from
inception on April 11, 2006, through to and including August 31, 2009. No
options or warrants were issued to issue shares at a later date in the most
recent quarter.

EXPENSES

|                                |   | For the quarter |  |   | For the quarter |  |   | April 11, 2006,  | 
|------------------------------- | - | --------------- |  | - | --------------- |  | - | ---------------- | 
|                                |   | ended           |  |   | ended           |  |   | (inception) thru | 
|Expense Item                    |   | August 31, 2009 |  |   | August 31, 2008 |  |   | August 31, 2009  | 
|                                |   |                 |  |   |                 |  |   |                  | 
|Acquisition of mineral property | $ | ---             |  | $ | ---             |  | $ | 4,242            | 
|Mineral property exploration    |   | ---             |  |   | 20,083          |  |   | 20,083           | 
|Loss on foreign exchange        |   | 2               |  |   | 2               |  |   | 91               | 
|Professional fees               |   | 1,106           |  |   | 675             |  |   | 25,833           | 
|Communications expense          |   | ---             |  |   | 1,290           |  |   | 3,246            | 
|Office expenses                 |   | 57              |  |   | 1,150           |  |   | 4,960            | 
|Travel and entertainment        |   | ---             |  |   | 2,460           |  |   | 5,101            | 
|Filing fees                     |   | 120             |  |   | 1,559           |  |   | 6,454            | 
|Other services                  |   | ---             |  |   | ---             |  |   | 50               | 
|                                |   |                 |  |   |                 |  |   |                  | 
|TOTAL                           | $ | 1,285           |  | $ | 27,219          |  | $ | 70,059           | 

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6

SUMMARY  Total expenses for the quarter ended August 31, 2009,
amounted to $1,285 while $27,219 was spent in the similar period ended August
31, 2008. A total of $70,095 in expenses has been incurred since inception on
April 11, 2006, through August 31, 2009. The costs can be subdivided into the
following categories which have and will vary from quarter to quarter based on
the level of corporate activity, exploration and results and capital raising.
Current quarter expenses declined largely because in the same period last year
we paid for the phase I exploration program, even though it was not completed
until this year, and no such costs were incurred this year which left Theron
relatively inactive while we awaited the receipt of the phase I engineering
report.

CONTRIBUTED EXPENSES: No contributed expenses were incurred for
the quarters ended August 31, 2009, or August 31, 2008. A total of $50 has been
expensed in the period from inception on April 11, 2006, to August 31, 2009. All
contributed expenses are reported as contributed costs with a corresponding
credit to additional paid-in capital.

PROFESSIONAL FEES: $1,106 in professional fees were incurred
for the quarter ended August 31, 2009, while $675 was spent in the similar
period ended August 31, 2008. From inception to April 11, 2006, we have incurred
$25,833 in professional fees mainly spent on legal and accounting matters. This
cost category will vary in spending depending on the legal and accounting
activities of the Corporation.

COMPENSATION: No compensation costs were incurred for the
quarters ended August 31, 2009, or August 31, 2008, and no compensation costs
have been incurred since inception.

OFFICE EXPENSES: $57 was expended on the office for the quarter
ended August 31, 2009, while $1,150 was spent in the similar period ended August
31, 2008. From April 11, 2006 (inception), through August 31, 2009, a total of
$4,960 has been spent on office expenses which are mostly comprised of
facsimile, courier, photocopy, postage and other general office expenses and
services.

LOSSS ON FOREIGN EXCHANAGE: $2 in foreign exchange losses were
incurred for the quarter ended August 31, 2009, while $2 was expended in the
similar period ended August 31, 2008. From April 11, 2006 (inception), through
August 31, 2009, a total of $91 has been lost on foreign exchange
transactions.

TRAVEL, ENTERTAINMENT AND MEAL EXPENSES: $0 in travel,
entertainment or meal expenses were incurred for the quarter ended August 31,
2009, and $2,460 was expended in the similar period last year. For the period
April 11, 2006 (inception), through August 31, 2009, a total of $5,101 has been
spent on this category.

COMMUNICATIONS EXPENSES: $0 in communications costs were
incurred in the most recent three month period ended on August 31, 2009, and
$1,290 for the similar period ended August 31, 2008. From April 11, 2006
(inception), through August 31, 2009, $3,246 has been spent on communication
costs related to establishing our business.

FILING FEES: $120 in filing fees was incurred for the quarter
ended August 31, 2009, and $1,159 was spent in the quarter ended August 31,
2008. For the period April 11, 2006 (inception), through August 31, 2009, Theron
has spent $6,454 on filing and related fees. This cost category will change
depending on filing requirements with the SEC and other regulatory bodies.

MINERAL PROPERTY ACQUISITION COSTS: No mineral property
acquisition costs were incurred in the current quarters under review. From April
11, 2006 (inception), through August 31, 2009, Theron has spent a total of
$4,242 on mineral property acquisition expenses. This cost category will vary
depending on our acquisition or disposition activities.

MINERAL PROPERTY EXPLORATION COSTS: Theron advanced $0 (nil)
during the first quarter for the exploration program cost but spent $20,083 for
such costs in the similar period in 2008. From April 11, 2006 (inception),
through August 31, 2009, we have spent $20,083 on mineral exploration expenses.
These costs will vary depending on our direct exploration efforts.

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7

OTHER GENERAL AND ADMINISTRATIVE COSTS: $0 (nil) in other
costs have been expensed for the quarter ended August 31, 2009; none were
incurred for the similar period ended August 31, 2008. From April 11, 2006
(inception), through August 31, 2009, we have expended $0 (nil) on other or
miscellaneous expenses or services.

NET CASH USED IN OPERATING ACTIVITIES: For the three month
period ended August 31, 2009, $315 in net cash was used and for the similar
period ended on August 31, 2008, the amount was $29,540. We have used $65,911 in
net cash from inception on April 11, 2006, to August 31, 2009.

INCOME TAX PROVISION: As a result of operating losses, there
has been no provision for the payment of income taxes to date in 2009 or from
the date of inception.

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

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

Plan of Operation

As of August 31, 2009, we had a deficit of $5,261 in
unallocated working capital.

For the balance of the current fiscal year to May 31, 2010, we
will concentrate our efforts on the review of the phase I work program on our
optioned mineral property and securing additional financing to be able to carry
out our business plan. Following industry trends and demands, we are also
considering the acquisition of other properties and projects of merit. In either
situation, we will try to raise the funds required from a new public offering, a
private placement, loans or the establishment of a joint venture whereby a third
party would pay the costs associated with phase II and we would retain a carried
interest. At the present time, we have not made any plans to raise additional
funds and there is no assurance that we would be able to raise money in the
future.

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

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


As at August 31, 2009, we had a working capital deficit of
$5,261. We do not anticipate that we will be able to satisfy any of these
funding requirements internally until we significantly increase our
revenues.

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

There are no assurances that we will be able to obtain further
funds required for continued operations. We are pursuing various financing
alternatives to meet immediate and long-term financial requirements. There

---

8

can be no assurance that additional financing will be available
to us when needed or, if available, that it can be obtained on commercially
reasonable terms. If we are not able to obtain the additional financing on a
timely basis, we will not be able to meet our obligations as they become
due.

Liquidity and Capital Resources

As of end of the last quarter on August 31, 2009, we have yet
to generate any revenues from operations.

Since inception, we have used our common stock and loans or
advances from our officers and directors to raise money for our optioned
acquisition and for corporate expenses. Net cash provided by financing
activities from inception on April 11, 2006, to August 31, 2009, was $66,000 as
a result of gross proceeds received from sales of our common stock of $65,000
(less offering costs) and a $1,000 advance from a related party. We issued
6,000,000 shares of common stock through a Section 4(2) offering in October,
2006 for cash consideration of $6,000. We issued 900,000 shares of common stock
through a Regulation D offering in November, 2006 for cash consideration of
$9,000 to a total of 3 placees. In the fiscal year ended May 31, 2008, $50,000
cash was provided by financing activities as the result of the sale of 1,000,000
shares of common stock at a price of $0.05 per share issued under our SB-2
registration statement to a total of 44 placees.

As of August 31, 2009, our total assets consisting entirely of
cash amounted to $89 and total liabilities were $5,320. Working capital stood at
negative $5,261.

For the three months ended August 31, 2009, the net loss was
$1,285 ($0.000 per share) as compared to a loss of $27,219 ($0.004 per share)
for the similar period last year. The loss per share was based on a weighted
average of 7,184,932 common shares outstanding at August 31, 2009, and 6,900,000
as at August 31, 2008. The net loss from inception to August 31, 2009, is
$70,059.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
August 31, 2009. Although inflation is moderately higher than it was during 2008
the actual rate of inflation is not material and is not considered a factor in
our contemplated capital expenditure program.

Item 3. Controls and Procedures

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

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9

|    | fairly present in all material respects our financial
      condition, results of operations and cash flows for the periods
      presented.                                                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                          
|(b) | Changes in Internal Controls.                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                          
|    | During the quarter ended August 31, 2009, there were no
      changes in the Company's internal control over financial reporting that
      have materially affected, or are reasonably likely to materially affect,
      its internal control over financial reporting.

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Changes in Securities

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

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, 2009, was $66,000 as a result of proceeds received
from sales of our common stock and advances made by our officer and director.
During that same period, the following indicates how the proceeds have been
spent to date:

Acquisition of Mineral Property Interest
    $
    4,242Exploration of Mineral Property  advance
    
    20,083Loss on Currency Exchange
    
    91Professional Fees
    
    25,833Communications Expenses
    
    3,246Office Expenses
    
    4,960Travel, Entertainment and Meals
    
    5,101Filing Fees
    
    6,454Other Costs and Services
    
    0Total Use of Proceeds to August 31, 2009
    $
    70,009


Common Stock

During the quarter ended August 31, 2009, no shares of common
stock were issued. As of August 31, 2009, and the date of this periodic report,
there were 7,900,000 shares issued and outstanding.

Options

No options were granted during the three-month period ending
August 31, 2009.

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10

Code of Ethics

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

Web Site

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

Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K filed during the quarter ended August 31,
2009: NONE

Exhibits

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

SIGNATURES

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

Theron Resource Group(Registrant)

Date: October 15, 2009

BY: /s/ Jerry R. Satchwell

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

---