---

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, 2012

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

For the transition period from _____to _______

Commission file number:000-53845

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

|Wyoming                                          | 26-0665325                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|Flat D-E, 24/F Dragon Centre                     |                                     
|79 Wing Hong Street                              |                                     
|Kowloon, Hong Kong                               | N/A                                 
|(Address of principal executive offices)         | (Zip Code)                          

Issuers telephone number: 852-27425474

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 has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

Yes [X]   No [   ]

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

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

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

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date: 7,900,000
shares of Common Stock as of November 2, 2012.

---

THERON RESOURCE GROUP

Form 10-Q for the period ended August 31, 2012

TABLE OF CONTENTS

|                               |                                                                                                          |                                                                                                                                                                                                               | Page        
|------------------------------ | -------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------
|PART I - FINANCIAL INFORMATION |                                                                                                         
|                               |                                                                                                          |                                                                                                                                                                                                               |             
|                               | ITEM
    1 - FINANCIAL STATEMENTS                                                                        | 3                                                                                                                                                                                                            
|                               |                                                                                                          |                                                                                                                                                                                                               |             
|                               |                                                                                                          | Condensed
      Balance Sheets as of August 31, 2012 (Unaudited) and May 31, 2012                                                                                                                             | 3           
|                               |                                                                                                          |                                                                                                                                                                                                               |             
|                               |                                                                                                          | Unaudited
      Condensed Statements of Operations and Other Comprehensive Loss for the
      three months ended August 31, 2012 and 2011and from April 11, 2006 (date
      of inception) to August 31, 2012 | 4           
|                               |                                                                                                          |                                                                                                                                                                                                               |             
|                               |                                                                                                          | Unaudited
      Condensed Statements of Cash Flows for the three months ended August 31,
      2012 and 2011 and from April 11, 2006 (date of inception) to August 31,
      2012                             | 5           
|                               |                                                                                                          |                                                                                                                                                                                                               |             
|                               |                                                                                                          | Unaudited
      Condensed Statements of Changes in Stockholders Deficiency for the three
      months ended August 31, 2012 and from April 11, 2006 (date of inception)
      to August 31, 2012             | 6           
|                               |                                                                                                          |                                                                                                                                                                                                               |             
|                               |                                                                                                          | Notes
      to Condensed Financial Statements                                                                                                                                                                 | 7
       10
|                               |                                                                                                          |                                                                                                                                                                                                               |             
|                               | ITEM
      2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
    RESULTS OF OPERATIONS | 11                                                                                                                                                                                                           
|                               |                                                                                                          |                                                                                                                                                                                                               |             
|                               | ITEM
    3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                  | 15                                                                                                                                                                                                           
|                               |                                                                                                          |                                                                                                                                                                                                               |             
|                               | ITEM
    4 - CONTROLS AND PROCEDURES                                                                     | 15                                                                                                                                                                                                           
|                               |                                                                                                          |                                                                                                                                                                                                               |             
|PART II - OTHER INFORMATION    |                                                                                                         
|                               |                                                                                                          |                                                                                                                                                                                                               |             
|                               | ITEM
    6 - EXHIBITS                                                                                    | 16                                                                                                                                                                                                           
|                               |                                                                                                          |                                                                                                                                                                                                               |             
|SIGNATURES                     | 16                                                                                                      

2

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PART I  FINANCIAL INFORMATION Item 1. Financial
Statements

THERON RESOURCE GROUP(An Exploration Stage
Company)CONDENSED BALANCE SHEETS(Expressed in U.S.
dollars)

|                                                                                                                               |   | August 31,  |   |   | May 31,  |  
|------------------------------------------------------------------------------------------------------------------------------ | - | ----------- | - | - | -------- | -
|                                                                                                                               |   | 2012        |   |   | 2012     |  
|ASSETS                                                                                                                         |   | (Unaudited) |   |   |          |  
|                                                                                                                               |   |             |   |   |          |  
|Current assets                                                                                                                 |   |             |   |   |          |  
|Cash and cash equivalents                                                                                                      | $ | 24          |   | $ | 92       |  
|Total Assets                                                                                                                   | $ | 24          |   | $ | 92       |  
|                                                                                                                               |   |             |   |   |          |  
|LIABILITIES AND STOCKHOLDERS
      DEFICIENCY                                                                                 |   |             |   |  
|                                                                                                                               |   |             |   |   |          |  
|Current liabilities                                                                                                            |   |             |   |   |          |  
|Accounts payable and accrued liabilities                                                                                       | $ | -           |   |   | 12,158   |  
|Promissory notes payable                                                                                                       |   | 50,000      |   |   | 50,000   |  
|Advances from stockholders                                                                                                     |   | 38,668      |   |   | 13,000   |  
|Interest due on promissory notes payable                                                                                       |   | 3,748       |   |   | 3,123    |  
|Total current liabilities                                                                                                      |   | 92,416      |   |   | 78,281   |  
|                                                                                                                               |   |             |   |   |          |  
|Stockholders deficiency:                                                                                                      |   |             |   |   |          |  
|Common stock, $0.001 par value, 500,000,000
      
         shares authorized, 7,900,000 shares issued and 
       outstanding |   | 7,900       |   |   | 7,900    |  
|Additional paid-in capital                                                                                                     |   | 57,150      |   |   | 57,150   |  
|Accumulated other comprehensive loss                                                                                           |   | (222        | ) |   | (222     | )
|Deficit accumulated during the exploration stage                                                                               |   | (157,220    | ) |   | (143,017 | )
|Total stockholders deficiency                                                                                                 |   | (92,392     | ) |   | (78,189  | )
|                                                                                                                               |   |             |   |   |          |  
|Total liabilities and stockholders
      deficiency                                                                           | $ | 24          |   | $ | 92       |  

The accompanying notes are an integral part of these
unaudited financial statements

3

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THERON RESOURCE GROUP(An Exploration Stage
Company)CONDENSED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE
LOSS(Expressed in U.S. dollars)

|                                            |   | Three months ended
      August 31, |   |   | Three monthsended August 31, |   |   | From April 11,
      **2006 (date of** **inception) to**
      **August 31,** **** |  
|------------------------------------------- | - | ----------------------------------- | - | - | ---------------------------- | - | - | ---------------------------------------------------------------------------------- | -
|                                            |   | 2012                                |   |   | 2011                         |   |   | 2012                                                                               |  
|                                            |   | (Unaudited)                         |   |   | (Unaudited)                  |   |   | (Unaudited)                                                                        |  
|                                            |   |                                     |   |   |                              |   |   |                                                                                    |  
|Revenue                                     | $ | -                                   |   | $ | -                            |   | $ | -                                                                                  |  
|                                            |   |                                     |   |   |                              |   |   |                                                                                    |  
|Expenses                                    |   |                                     |   |   |                              |   |   |                                                                                    |  
|Acquisition of mineral property interest    | $ | -                                   |   | $ | -                            |   | $ | 4,242                                                                              |  
|Mineral property exploration                |   | -                                   |   |   | -                            |   |   | 20,082                                                                             |  
|Loss on foreign exchange                    |   | -                                   |   |   | 9                            |   |   | 97                                                                                 |  
|Professional fees                           |   | 7,840                               |   |   | 1,036                        |   |   | 53,286                                                                             |  
|Communication expenses                      |   | -                                   |   |   | -                            |   |   | 6,884                                                                              |  
|Office expenses                             |   | 3,072                               |   |   | 44                           |   |   | 13,928                                                                             |  
|Travel and entertainment                    |   | 1,929                               |   |   | -                            |   |   | 15,127                                                                             |  
|Transfer agent                              |   | 600                                 |   |   | 600                          |   |   | 10,215                                                                             |  
|Interest expense on promissory notes        |   | 625                                 |   |   | 630                          |   |   | 3,748                                                                              |  
|Filing fees                                 |   | -                                   |   |   | 11,432                       |   |   | 29,424                                                                             |  
|Other services                              |   | 137                                 |   |   | -                            |   |   | 187                                                                                |  
|Total expenses                              |   | 14,203                              |   |   | 13,751                       |   |   | 157,220                                                                            |  
|                                            |   |                                     |   |   |                              |   |   |                                                                                    |  
|Net loss                                    |   | (14,203                             | ) |   | (13,571                      | ) |   | (157,220                                                                           | )
|                                            |   |                                     |   |   |                              |   |   |                                                                                    |  
|Other comprehensive loss                    |   |                                     |   |   |                              |   |   |                                                                                    |  
|Currency exchange loss                      |   | -                                   |   |   | -                            |   |   | (222                                                                               | )
|                                            |   |                                     |   |   |                              |   |   |                                                                                    |  
|Comprehensive loss                          | $ | (14,203                             | ) | $ | (13,571                      | ) | $ | (157,442                                                                           | )
|                                            |   |                                     |   |   |                              |   |   |                                                                                    |  
|                                            |   |                                     |   |   |                              |   |   |                                                                                    |  
|                                            |   |                                     |   |   |                              |   |   |                                                                                    |  
|Basic and diluted loss per common share     | $ | (0.00                               | ) | $ | (0.00                        | ) |   |                                                                                    |  
|                                            |   |                                     |   |   |                              |   |   |                                                                                    |  
|Weighted average number of common           |   |                                     |   |   |                              |   |   |                                                                                    |  
|shares used in per share
      calculations |   | 7,900,000                           |   |   | 7,900,000                    |   |   |                                                                                    |  

The accompanying notes are an integral part of these
unaudited financial statements

4

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THERON RESOURCE GROUP(An Exploration Stage
Company)CONDENSED STATEMENTS OF CASH FLOWS(Expressed in U.S.
dollars)

|                                                                                  |   | Three months 
    ended August 31, |   |   | Three months ended August 31, |   |   | From April 11, **2006 (date of** **inception) to** **August 31,** **** |  
|--------------------------------------------------------------------------------- | - | ---------------------------------- | - | - | ----------------------------- | - | - | ---------------------------------------------------------------------- | -
|                                                                                  |   | 2012                               |   |   | 2011                          |   |   | 2012                                                                   |  
|                                                                                  |   | (Unaudited)                        |   |   | (Unaudited)                   |   |   | (Unaudited)                                                            |  
|Cash flows used for operating activities                                          |   |                                    |   |   |                               |   |   |                                                                        |  
|Net loss                                                                          | $ | (14,203                            | ) | $ | (13,751                       | ) | $ | (157,220                                                               | )
|                                                                                  |   |                                    |   |   |                               |   |   |                                                                        |  
|Adjustments to reconcile net loss to net
      cash used for operating activities |   |                                    |   |   |                               |   |   |                                                                        |  
|Contributed services                                                              |   | -                                  |   |   | -                             |   |   | 50                                                                     |  
|Other comprehensive loss                                                          |   | -                                  |   |   | -                             |   |   | (222                                                                   | )
|                                                                                  |   |                                    |   |   |                               |   |   |                                                                        |  
|Changes in operating assets and
      liabilities                                 |   |                                    |   |   |                               |   |   |                                                                        |  
|Increase in interest accrued on promissory
      notes payable                    |   | 625                                |   |   | 630                           |   |   | 3,748                                                                  |  
|Decrease in prepared expenses                                                     |   | -                                  |   |   | 2,750                         |   |   | -                                                                      |  
|(Decrease) increase in accounts payable and
      accrued liabilities             |   | (12,158                            | ) |   | 1,300                         |   |   | -                                                                      |  
|Cash flows used for operating
      activities                                    |   | (25,736                            | ) |   | (9,071                        | ) |   | (153,644                                                               | )
|                                                                                  |   |                                    |   |   |                               |   |   |                                                                        |  
|Cash flows from financing activities                                              |   |                                    |   |   |                               |   |   |                                                                        |  
|Repayment of shareholders advances                                               |   | -                                  |   |   | -                             |   |   | (766                                                                   | )
|Advances from shareholders                                                        |   | 25,668                             |   |   | -                             |   |   | 39,434                                                                 |  
|Issuance of promissory notes                                                      |   | -                                  |   |   | -                             |   |   | 50,000                                                                 |  
|Proceeds from issuance of
      common stock                                      |   | -                                  |   |   | -                             |   |   | 65,000                                                                 |  
|Cash flows from financing activities                                              |   | 25,668                             |   |   | -                             |   |   | 153,668                                                                |  
|                                                                                  |   |                                    |   |   |                               |   |   |                                                                        |  
|(Decrease) increase in cash and cash
      equivalents                            |   | (68                                | ) |   | (9,071                        | ) |   | 24                                                                     |  
|Cash and cash equivalents  Beginning of
      period                             |   | 92                                 |   |   | 12,933                        |   |   | -                                                                      |  
|Cash and cash equivalents  End of period                                         | $ | 24                                 |   | $ | 3,862                         |   | $ | 24                                                                     |  
|                                                                                  |   |                                    |   |   |                               |   |   |                                                                        |  
|Supplementary information                                                         |   |                                    |   |   |                               |   |   |                                                                        |  
|Income tax paid                                                                   | $ | -                                  |   | $ | -                             |   | $ | -                                                                      |  
|Interest paid                                                                     |   | -                                  |   |   | -                             |   |   | -                                                                      |  
|                                                                                  |   |                                    |   |   |                               |   |   |                                                                        |  
|Non-cash financing activities                                                     |   |                                    |   |   |                               |   |   |                                                                        |  
|Paid-in capital from
      contributed services                                   | $ | -                                  |   | $ | -                             |   | $ | 50                                                                     |  

The accompanying notes are an integral part of these
unaudited financial statements

5

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THERON RESOURCE GROUP(An Exploration Stage
Company)CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS
DEFICIENCY(Unaudited)(Expressed in U.S. dollars)

|                                                    |   |             |  |   |        |  |   |            |  |   |               |   |   | Deficit         |   |   |                   |  
|--------------------------------------------------- | - | ----------- |  | - | ------ |  | - | ---------- |  | - | ------------- | - | - | --------------- | - | - | ----------------- | -
|                                                    |   |             |  |   |        |  |   |            |  |   |               |   |   | accumulate      |   |   |                   |  
|                                                    |   | Common      |  |   |        |  |   | Additional |  |   | **Other**     |   |   | during the      |   |   | **Total**         |  
|                                                    |   | stock       |  |   | Common |  |   | paid-in    |  |   | comprehensive |   |   | **exploration** |   |   | **stockholders** |  
|                                                    |   | outstanding |  |   | stock  |  |   | capital    |  |   | loss          |   |   | stage           |   |   | deficit           |  
|Balance, April 11, 2006 (inception)                 | $ | -           |  | $ | -      |  | $ | -          |  | $ | -             |   | $ | -               |   | $ | -                 |  
|Common shares issued for cash                       |   | 6,000,000   |  |   | 6,000  |  |   | -          |  |   | -             |   |   | -               |   |   | 6,000             |  
|Balance, May 31, 2006                               |   | 6,000,000   |  |   | 6,000  |  |   | -          |  |   | -             |   |   | -               |   |   | 6,000             |  
|Common shares issued for cash                       |   | 900,000     |  |   | 900    |  |   | 8,100      |  |   | -             |   |   | -               |   |   | 9,000             |  
|Contributed services                                |   | -           |  |   | -      |  |   | 50         |  |   | -             |   |   | -               |   |   | 50                |  
|Currency exchange loss                              |   | -           |  |   | -      |  |   | -          |  |   | (222          | ) |   | -               |   |   | (222              | )
|Net loss for the year                               |   | -           |  |   | -      |  |   | -          |  |   | -             |   |   | (14,774         | ) |   | (14,774           | )
|Balance, May 31, 2007                               |   | 6,900,000   |  |   | 6,900  |  |   | 8,150      |  |   | (222          | ) |   | (14,774         | ) |   | 54                |  
|Net loss for the year                               |   | -           |  |   | -      |  |   | -          |  |   | -             |   |   | (18,165         | ) |   | (18,165           | )
|Balance, May 31, 2008                               |   | 6,900,000   |  |   | 6,900  |  |   | 8,150      |  |   | (222          | ) |   | (32,939         | ) |   | (18,111           | )
|Common shares issued for cash                       |   | 1,000,000   |  |   | 1,000  |  |   | 49,000     |  |   | -             |   |   | -               |   |   | 50,000            |  
|Net loss for the year                               |   | -           |  |   | -      |  |   | -          |  |   | -             |   |   | (35,834         | ) |   | (35,834           | )
|Balance, May 31, 2009                               |   | 7,900,000   |  |   | 7,900  |  |   | 57,150     |  |   | (222          | ) |   | (68,773         | ) |   | (3,945            | )
|Net loss for the year                               |   | -           |  |   | -      |  |   | -          |  |   | -             |   |   | (16,555         | ) |   | (16,555           | )
|Balance, May 31, 2010                               |   | 7,900,000   |  |   | 7,900  |  |   | 57,150     |  |   | (222          | ) |   | (85,328         | ) |   | (20,500           | )
|Net loss for the year                               |   | -           |  |   | -      |  |   | -          |  |   | -             |   |   | (17,933         | ) |   | (17,933           | )
|Balance, May 31, 2011                               |   | 7,900,000   |  |   | 7,900  |  |   | 57,150     |  |   | (222          | ) |   | (103,261        | ) |   | (38,433           | )
|Net loss for the year                               |   | -           |  |   | -      |  |   | -          |  |   | -             |   |   | (39,756         | ) |   | (39,756           | )
|Balance, May 31, 2012                               |   | 7,900,000   |  |   | 7,900  |  |   | 57,150     |  |   | (222          | ) |   | (143,017        | ) |   | (78,189           | )
|Net loss for the three months ended August 31, 2012 |   | -           |  |   | -      |  |   | -          |  |   | -             |   |   | (14,203         | ) |   | (14,203           | )
|Balance, August 31, 2012(unaudited)                 |   | 7,900,000   |  |   | 7,900  |  |   | 57,150     |  |   | (222          | ) |   | (157,220        | ) |   | (92,392           | )

The accompanying notes are an integral part of these
unaudited financial statements

6

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THERON RESOURCE GROUP(An Exploration Stage
Company)NOTES TO FINANCIAL STATEMENTSAUGUST 31,
2012(Unaudited)

Note 1  Nature of Operations

Theron Resource Group (the Company, Theron, or THRO) was
incorporated in the State of Wyoming on April 11, 2006, as Theron Resource Group
and established a fiscal year end of May 31. 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. Our new business plan anticipates purchasing and merging
into THRO two companies that manufacture and license Bingo and other gaming and
entertainment machines with operations in the Philippines, Macau, Hong Kong,
Taiwan, Cambodia and Myanmar.

Theron is an exploration stage company and is subject to
compliance with ASC (Accounting Standards Codification) Topic 915 Accounting
and Reporting by Development Stage Companies.We are devoting our resources
to establishing new business on which operations have not yet commenced;
accordingly, no revenues have been earned from April 11, 2006 (date of
inception) to August 31, 2012.

Note 2  Basis of Presentation and Going
Concern

Basis of Presentation

The accompanying unaudited condensed financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and pursuant to the
rules and regulations of the United States Securities and Exchange Commission
(SEC). Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been
included. The financial statements contained herein should be read in
conjunction with the financial statements and notes thereto included in the
Companys 2012 Annual Report on Form 10-K for the fiscal year ended May 31,
2012, filed with the SEC. The results of operations for interim periods are not
necessarily indicative of the results expected for a full year or for any future
period.

Going Concern

The Companys financial statements at August 31, 2012, have
been prepared on a going concern basis, which contemplates the realization of
assets and settlement of liabilities and commitments in the normal course of
business. We incurred a loss of $14,203 for the three months period ended August
31, 2012, and a loss of $157,220 for the period from April 11, 2006 (date of
inception) to August 31, 2012. The Company has not generated any revenues. These
conditions raise substantial doubt as to our ability to continue as a going
concern.

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

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

Note 3  Summary of Significant Accounting
Policies

Cash and cash equivalents

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

7

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Use of estimates

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

Fair value of financial instruments and derivative financial instruments

Accounting Standards Codification (“ASC”) Topic "Disclosures About Fair Value of Financial Instruments" define the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current
transaction between willing parties. The carrying amounts of cash and current liabilities approximate fair value due to the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of
significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

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

Income taxes

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

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

No provision for income taxes has been recorded due to the net operating loss carry forwards totaling $157,220 as of August 31, 2012, that will be offset against future taxable income. The available net operating loss carry forwards expire in
various years through 2030. No tax benefit has been reported in the financial statements because the Corporation believes there is a 50% or greater chance the carry forwards will expire unused.

Basic and diluted net loss per share

We compute net income (loss) per share in accordance with ASC Topic "Earnings per Share."The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss
per share gives effect to all dilutive potential common shares outstanding during the period using the "as if converted" basis. For the three-month period ended August 31, 2012, and for the period from April 11, 2006 (date of inception) to August
31, 2012, 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 $250,000
insurance limit.

Impairment or Disposal of Long-Lived Assets

In August 2001, ASC Topic "Accounting for the Impairment or Disposal of Long-Lived Assets"was issued and 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.

8

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Stock Based Compensation

We account for our stock-based compensation in accordance with ASC Topic "Share-Based Payment"and recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and
non-employees. We did not grant any new employee options and no options were cancelled or exercised during the quarter period ended August 31, 2012. As of August 31, 2012, there were no options outstanding.

Recently Issued Accounting Pronouncements

As of the date this quarterly report is filed, there are no recently issued accounting pronouncements which adoption would have a material impact on the Company’s financial statements.

Note 4 – Common stock transactions

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

On April 20, 2006, we issued 6,000,000 shares of common stock at a price of $0.001 per share to our founder, Jerry Satchwell, for $6,000 in cash.

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

On November 30, 2006, we issued 900,000 shares at a price of $0.01 per share for cash of $9,000 in connection with a private placement offering.

Activity for the period from 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 our 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 SB-2 registration statement under our mistaken assumption that it had become effective through the passage of time.

As a result, we made a rescission offering to the subscribers and the selling stockholders to refund their monies with interest if so requested under an S-1 Rescission Offering registration statement. These shares of common stock were subject to
rescission by the stockholder because of our 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 a company’s balance sheet. As the statute of limitations expire in the respective states, such amounts are reclassified to stockholders; deficiency. The S-1 was effective on April
13, 2009.

Accounting Series Release (“ASR”) No. 268 and Emergent Issues Task Force (EITF”) Topic D-98 require that the stock subject to rescission or redemption requirements outside the control of any entity to be classified outside of
permanent equity. The exercise of the rescission right is at the holders’ direction, but exercise of that right may depend in part on the fair value of the entity’s common stock, which is outside of the entity’s and the
holders’ control. As a result, common stock subject to rescission was classified as temporary equity.

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

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

Change in control

On August 23, 2012, Horizon Investment Club (Horizon), a Chinese investment club that purchases interests in securities and other businesses for members, purchased 6 million shares of the Company’s common stock from its existing majority
stockholder for $280,000 or $0.047/share representing approximately 76% of the Company’s issued and outstanding shares.

9

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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 three new shareholders. All of the 1,900,000 shares issued or resold were sold prior to the declaration of an effective date for our SB-2
registration statement filed on October 5, 2007, under our mistaken assumption that the registration statement had become effective through the passage of time. All of the subscribers were informed of the situation.

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

Note 6 – Related party transactions

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

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

The loans from shareholders as of August 31, 2012 were $38,668, representing advances provided for working capital purposes. These advances are unsecured, due on demand, and non-interest bearing.

Note 7 – Notes payable

On March 3, 2011, the Company obtained a $50,000 loan from an unrelated party. The loan is evidenced by a note payable dated March 3, 2011, bearing interest at 5% per annum. The note payable plus accrued interest was due on March 3, 2012; the
lender has verbally agreed not to call the loan in the near future. The funds were used to repay all outstanding shareholder loans and accounts payable and to provide working capital through August 31, 2011. During the quarter ended August 31, 2012,
the Company accrued $625 in interest payable under the note.

Note 8 – Commitments

On February 21, 2007, the Company optioned a property containing nine mineral claim blocks in southwestern 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. Under the terms of an Option to Purchase and Royalty Agreement, Theron agreed to incur exploration expenditures on certain mining claims in
the minimum amount of $20,000 by August 31, 2008 (paid), and an additional $40,000 by August 31, 2009, which has not been paid, and has not been carried out to date due to the late receipt of an engineering report. In the event that the
results of the development phases are unfavorable, the Company will terminate the option and will not be obligated to make any subsequent payments. We received an engineering report on the first phase project on July 15, 2010, and have spent some
time reviewing it and its implications before determining future actions.

Upon exercise of the option, which we do not intend to exercise, we are required to pay, commencing May 31, 2013, sum of $25,000 per annum, as prepayment of the net smelter royalty.

10

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

CAUTIONARY NOTE 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 that may cause our actual results, levels of activity, performance or achievements to
be materially different from future results, levels of activity, performance or achievements stated or implied by these statements.

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

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

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

Theron is an exploration stage corporation. There is no assurance that commercially viable mineral deposits exist on the claim that we have under option. If we decide to exercise the claim under option, further exploration will be required before a
final evaluation as to the economic and legal feasibility of the claim is determined. We currently do not intend to exercise the option on the claim.

The following analysis of the results of operations and financial condition of the corporation for the period ending August 31, 2012, should be read in conjunction with our financial statements, including the notes thereto contained in Part I,
Item 1 of this Form 10-Q and in our Annual Report on Form 10-K for the year ended May 31, 2012.

Overview

We were incorporated in the State of Wyoming on April 11, 2006, as Theron Resource Group and established a fiscal year end of May 31. Our statutory registered agent's office is located at 1620 Central Avenue, Suite 202, Cheyenne, Wyoming 82001 and
our business office is located at Flat D-E, 24/F Dragon Centre, 79 Wing Hong Street, Kowloon, Hong Kong, telephone 852-27425474. There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount
of assets not in the ordinary course of business since the date of incorporation. We are a start-up, exploration stage corporation and our new business plan anticipates purchasing and merging into THRO two companies that manufacture and license
Bingo and other gaming and entertainment machines with operations in the Philippines, Macau, Hong Kong, Taiwan, Cambodia and Myanmar.

On February 21, 2007, we optioned a property containing nine mineral claim blocks in southwestern 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.

The phase I exploration program on the George property was completed on June 4, 2009, under the supervision of Egil Livgard, P. Eng., the author of the initial geological report and cost $20,000. The Assessment Report on the work carried out on
the Claims was received on July 15, 2010, and called for a Phase II work program which will cost an estimated $155,000. We have been seeking financing for moving forward with the project; no decisions have yet been made and no expressions of
interest in assisting with the financing have been received to date; at this juncture, we are not optimistic. In the interim, we have revised our business plan to one of purchasing and merging into THRO two companies that manufacture and license
Bingo and other gaming and entertainment machines with
operations in the Philippines, Macau, Hong Kong, Taiwan, Cambodia and Myanmar.

11

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The reader of this periodic report is directed to our Form 10-K
Report for May 31, 2012, filed with the SEC on July 31, 2012, for further
discussion of our operations.

Employees

At present, we have no employees, other than Mr. Tsang, our
officer and director. 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 Flat D-E, 24/F Dragon Centre, 79
Wing Hong Street, Kowloon, Hong Kong and are provided to us by Horizon
Investment Club, without charge, but such arrangement may be cancelled at
anytime without notice.

RESULTS OF OPERATIONS

Theron was incorporated on April 11, 2006. Comparative periods
for the three months ended August 31, 2012, August 31, 2011, and April 11, 2006
(date of inception) to August 31, 2012, are presented in the following
discussion.

The Corporation did not generate any revenues from operations
for the quarter ended August 31, 2012. To date, we have not generated any
revenues from our mineral exploration business.

REVENUES

REVENUE  Gross revenue for the quarter ended August 31, 2012
was $0 and $0 for the same period in the previous fiscal year.

EXPENSES

|                                         |   |              |  |   |              |  |   | From April 11,         | 
|---------------------------------------- | - | ------------ |  | - | ------------ |  | - | ---------------------- | 
|                                         |   | Three months |  |   | Three months |  |   | **2006 (date of** **** | 
|                                         |   | ended        |  |   | ended        |  |   | inception) to          | 
|                                         |   | August 31,   |  |   | August 31,   |  |   | August 31,             | 
|                                         |   | 2012         |  |   | 2011         |  |   | 2012                   | 
|                                         |   | (Unaudited)  |  |   | (Unaudited)  |  |   | (Unaudited)            | 
|                                         |   |              |  |   |              |  |   |                        | 
|Expenses                                 |   |              |  |   |              |  |   |                        | 
|Acquisition of mineral property interest | $ | -            |  | $ | -            |  | $ | 4,242                  | 
|Mineral property exploration             |   | -            |  |   | -            |  |   | 20,082                 | 
|Loss on foreign exchange                 |   | -            |  |   | 9            |  |   | 97                     | 
|Professional fees                        |   | 7,840        |  |   | 1,036        |  |   | 53,286                 | 
|Communication expenses                   |   | -            |  |   | -            |  |   | 6,884                  | 
|Office expenses                          |   | 3,072        |  |   | 44           |  |   | 13,928                 | 
|Travel and entertainment                 |   | 1,929        |  |   | -            |  |   | 15,127                 | 
|Transfer agent                           |   | 600          |  |   | 600          |  |   | 10,215                 | 
|Interest expense on promissory notes     |   | 625          |  |   | 630          |  |   | 3,748                  | 
|Filing fees                              |   | -            |  |   | 11,432       |  |   | 29,424                 | 
|Other services                           |   | 137          |  |   | -            |  |   | 187                    | 
|Total expenses                           | $ | 14,203       |  | $ | 13,751       |  | $ | 157,220                | 

SUMMARY  Total expenses for the quarter ended August 31, 2012,
amounted to $14,203 while $13,751 was spent in the similar period ended August
31, 2011. A total of $157,220 in expenses has been incurred since inception on
April 11, 2006, through August 31, 2012. The costs can be subdivided into the following categories which have varied from quarter to quarter based on the level of corporate activity, exploration and results and capital raising.

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MINERAL PROPERTY ACQUISITION COSTS: No mineral property acquisition costs were incurred in the current quarters under review. From April 11, 2006 (date of inception) to August 31, 2012, Theron has spent a total of $4,242 on mineral property
acquisition expenses. We do not intend to incur this type of expenditure in the future due to the fact that we changed our business plan to pursue acquisitions in the gaming industry.

MINERAL PROPERTY EXPLORATION COSTS: No mineral property exploration costs were incurred in the quarters under review. From April 11, 2006 (date of inception) to August 31, 2012, we have spent $20,082 on mineral exploration expenses. We do not
intend to incur this type of expenditure in the future due to the fact that we changed our business plan to pursue acquisitions in the gaming industry.

PROFESSIONAL FEES: $7,840 in professional fees were incurred for the quarter ended August, 2012, while $1,036 was spent in the similar period ended August 31, 2011. From inception on April 11, 2006, we have incurred $53,286 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 Company.

COMMUNICATIONS EXPENSES: $0(nil) in communications costs were incurred in the three-month periods ended on August 31, 2012, and 2011. From April 11, 2006 (date of inception) to August 31, 2012, $6,884 has been spent on communication
costs.

OFFICE EXPENSES: $3,072 was expended on the office for the quarter ended August 31, 2012, while $44 was spent in the similar period ended August 31, 2011. From April 11, 2006 (date of inception) to August 31, 2012, a total of $13,928 has
been spent on office expenses which are mostly comprised of facsimile, courier, photocopy, postage and other general office expenses and services.

TRAVEL, ENTERTAINMENT AND MEAL EXPENSES: $1,929 in travel, entertainment or meal expenses were incurred for the quarters ended August 31, 2012, while $0(nil) was spent in the similar period ended August 31, 2011. For the period from April
11, 2006 (date of inception) to August 31, 2012, a total of $15,127 has been spent on this category.

INTEREST EXPENSE ON PROMISSORY NOTE: We accrued $625 in interest expenses on the promissory note payable for the quarter ended August 31, 2012, and $630 in the similar period ended August 31, 2011. From April 11, 2006 (date of inception) to
August 31, 2012, a total of $3,748 has been accrued for future payment of the interest expense due to the costs of promissory notes

FILING FEES: $0 (nil) in filing fee expenses were incurred for the quarter ended August 31, 2012, and $11,432 was spent in the quarter ended August 31, 2011. For the period from April 11, 2006 (date of inception) to August 31, 2012, Theron
has spent $29,424 on filing fees. This cost category will change depending on filing requirements with the SEC and other regulatory bodies.

TRANSFER AGENT FEES: We spent $600 in transfer agent fees and related costs during the first quarter and $600 in the similar period in 2011. From April 11, 2006 (date of inception) to August 31, 2012, we have spent $10,215 on transfer
agent expenses. These costs will vary depending on our share issuances.

CONTRIBUTED EXPENSES (OTHER EXPENSES): No contributed expenses were incurred for the quarters ended August 31, 2012 and 2011. A total of $50 has been expensed in the period from inception on April 11, 2006 to August 31, 2012. All contributed
expenses are reported as contributed costs with a corresponding credit to additional paid-in capital.

OTHER GENERAL AND ADMINISTRATIVE COSTS: $137 in other costs have been expensed for the quarter ended August 31, 2012 and $0 (nil) has been incurred in the similar period ended August 31, 2011. From April 11, 2006 (date of inception) to
August 31, 2012, we have expended $187 ($50 of which represents contributed expense) on other or miscellaneous expenses or services.

INCOME TAX PROVISION: As a result of operating losses, there has been no provision for the payment of income taxes to date in 2012 or from the date of inception.

NET LOSS: For the three months ended August 31, 2012, the net loss was $14,203 ($0.00 per share) as compared to a loss of $13,751 ($0.00 per share) for the similar period last year. The loss per share was based on a weighted average
of 7,900,000
common shares outstanding at August 31, 2012, and at August 31, 2011. The net loss from inception to August 31, 2012 is $157,220.

13

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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, 2012, we had a stockholders’ deficiency of $92,392.

Our new business plan is one of purchasing and merging into THRO two companies that manufacture and license Bingo and other gaming and entertainment machines with operations in the Philippines, Macau, Hong Kong, Taiwan, Cambodia and Myanmar. We do
not intend to proceed with the exploration of the George mineral claims to determine if there are commercially exploitable deposits of gold and silver.

Historically, our revenues have not been sufficient to meet operating and capital expenses. We have incurred operating losses since inception, and this is likely to continue through fiscal 2012 – 2013.

The working capital requirements of the new business may be substantial and may depend on the terms of our potential acquisitions, whether for stock, debt or cash, or a combination, as appropriate.

As at August 31, 2012, we had a working capital deficit of $92,392.

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, 2012, our independent auditors included an explanatory paragraph regarding
concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our issuance of additional equity
securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

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

LIQUIDITY AND CAPITAL RESOURCES

As of end of the last quarter on August 31, 2012, we have yet to generate any revenues from operations.

Since inception, we have used our common stock, promissory notes and loans or advances from our officers, directors and shareholders 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, 2012 was $153,668 as a result of gross proceeds received from sales of our common stock of $65,000 (less offering costs), a $50,000 promissory note through an unrelated party and net
advances of $38,668 from shareholders. 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 three placees. During May 2009, $50,000 cash was provided by financing activities as the result of the sale of 1,000,000 shares of common stock at a price of $0.05 per share
issued under our SB-2 registration statement to a total of 44 placees.

As of August 31, 2012, our total assets, consisting entirely of cash, amounted to $24 and total liabilities were $92,416. Working capital stood at negative $92,392.

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NET CASH USED IN OPERATING ACTIVITIES: For the three month
period ended August 31, 2012, $25,736 in net cash was used and for the similar
period ended on August 31, 2011, the amount was $9,071. We have used $153,644 in
net cash from inception on April 11, 2006 to August 31, 2012.

COMMON STOCK Net cash provided by equity financing activities
during the quarters ended August 31, 2012 and 2011 was nil ($0); $65,000 was
received for the period from inception on April 11, 2006, through to and
including August 31, 2012. No options or warrants were issued to issue shares at
a later date in the most recent quarter.

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

N/A

Item 4. Controls and Procedures

|(a) | Evaluation of Disclosure Controls and
      Procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | We maintain disclosure controls and procedures (as
      defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are
      designed to ensure that information required to be disclosed in our
      filings under the Exchange Act is recorded, processed, summarized and
      reported within the periods specified in the rules and forms of the SEC.
      This information is accumulated to allow our management to make timely
      decisions regarding required disclosure. Our President, who serves as our
      principal executive officer and principal financial officer, evaluated the
      effectiveness of our disclosure controls and procedures as of the end of
      the period covered by this report and he determined that our disclosure
      controls and procedures were ineffective due to a control deficiency.
      During the period we did not have additional personnel to allow
      segregation of duties to ensure the completeness or accuracy of our
      information. Due to the size and operations of the Company, we are unable
      to remediate this deficiency until we acquire or merge with another
      company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Our management, including our principal executive officer
      and principal financial officer, does not expect that our disclosure
      controls and procedures or our internal controls will prevent all error or
      fraud. A control system, no matter how well conceived and operated, can
      provide only reasonable, not absolute, assurance that the objectives of
      the control system are met. Further, the design of a control system must
      reflect the fact that there are resource constraints and the benefits of
      controls must be considered relative to their costs. Due to the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      have been detected. Accordingly, management believes that the financial
      statements included in this report fairly present in all material respects
      our financial condition, results of operations and cash flows for the
      periods presented.                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | Changes in Internal Control Over Financial
      Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | During the quarter ended August 31, 2012, there were no
      changes in the Company's internal control over financial reporting (as
      defined in Rule 13a-15(f) under the Exchange Act) that have materially
      affected, or are reasonably likely to materially affect, its internal
      control over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

PART II  OTHER INFORMATION

Item 6. Exhibits

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 and Chief
      Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
      to Section 906 of the Sarbanes-Oxley Act of
2002.
|         |                                                                                                                                                                                           
|101.INS* | XBRL Instance Document                                                                                                                                                                    
|         |                                                                                                                                                                                           
|101.SCH* | XBRL Taxonomy Extension Schema                                                                                                                                                            
|         |                                                                                                                                                                                           
|101.CAL* | XBRL Taxonomy Calculation Linkbase                                                                                                                                                        
|         |                                                                                                                                                                                           
|101.DEF* | XBRL Taxonomy Extension Definition Linkbase                                                                                                                                               
|         |                                                                                                                                                                                           
|101.LAB* | XBRL Taxonomy Extension Label Linkbase                                                                                                                                                    

15

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* In accordance with rule 406T of
Regulation S-T, the information in these exhibits shall not be deemed to be
filed for purposes of Section 18 of the Exchange Act, or otherwise subject to
liability under that section, and shall not be incorporated by reference into
any registration statement or other document filed under the Securities Act of
1933, as amended, except as expressly set forth by specific reference in such
filing.

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
|---------------------- | ---------------------
|                       |                      
|Date: November 8, 2012 |                      
|                       |                      
|                       |                      
|                       | BY:                  
|                       |                      
|                       |                      
|                       |                      
|                       |                      
|                       |                      

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