UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2019

☐ 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 organization)		(I.R.S. Employer Identification No.)

23 Yihe Road, Luozhuang District Linyi City, Shandong, P.R.C.		276000
(Address of principal executive offices)		(Zip Code)

(86) 0539-563-1111

(Issuer’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable		Not applicable		Not applicable

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ 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 12, 2019.

THERON RESOURCE GROUP

TABLE OF CONTENTS

		Page

PART I	FINANCIAL INFORMATION	1

Item 1	FINANCIAL STATEMENTS	1

	Balance Sheets as of September 30, 2019 (Unaudited) and December 31, 2018	1

	Unaudited Statements of Operations and Other Comprehensive Loss for the Three Months and Nine Months ended September 30, 2019 and 2018	2

	Unaudited Statements of Changes in Stockholders’ Deficit for the Nine Months ended September 30, 2019 and 2018	3

	Unaudited Statements of Cash Flows for the Nine Months ended September 30, 2019 and 2018	4

	Notes to Unaudited Financial Statements	5

Item 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS	8

Item 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10

Item 4	CONTROLS AND PROCEDURES	10

PART II	OTHER INFORMATION	11

Item 6	EXHIBITS	11

	SIGNATURES	12

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Theron Resource Group

Balance Sheets

As of September 30, 2019, and December 31, 2018

(Unaudited)

(Stated in U.S. Dollars)

	September 30,			December 31,
	2019			2018
	(Unaudited)
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

Current liabilities
Accounts payable and accrued expenses	$	17,295		$	9,295
Promissory note payable – in default		50,000			50,000
Interest due on promissory note payable		21,457			19,582
Advances from related companies		172,651			132,961
Total current liabilities		261,403			211,838

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		430,574			430,574
Accumulated other comprehensive loss		(222	)		(222	)
Accumulated deficit		(699,655	)		(650,090	)
Total stockholders’ deficiency		(261,403	)		(211,838	)

Total liabilities and stockholders’ deficiency	$	-		$	-

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

Theron Resource Group

Statements of Operations and Other Comprehensive Loss

(Unaudited)

(Stated in U.S. Dollars)

	Three Months ended September 30,							Nine Months ended September 30,
	2019			2018				2019			2018

Revenue	$	-			$	-		$	-		$	-

General and administrative expenses		(11,593	)			(11,681	)		(47,690	)		(47,695	)

Loss from operations		(11,593	)			(11,681	)		(47,690	)		(47,695	)

Other income		-				-			-			298

Interest expense		(625	)			(625	)		(1,875	)		(1,875	)

Net loss		(12,218	)			(12,306	)		(49,565	)		(49,272	)

Other comprehensive loss
Currency exchange loss		-				-			-			-

Comprehensive loss	$	(12,218	)		$	(12,306	)	$	(49,565	)	$	(49,272	)

Basic and diluted loss per common share	$	**			$	**		$	**		$	**

Weighted average number of common shares used in per share calculations		7,900,000				7,900,000			7,900,000			7,900,000

** less than $0.01

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

Theron Resource Group

Statements of Changes in Stockholders’ Deficit

(Unaudited)

(Stated in U.S. Dollars)

	Common stock				Additional paid-in		Other comprehensive			Accumulated			Total stockholders’
	Shares		Amount		capital		loss			deficit			Deficiency

For the periods ended September 2019
Balance, December 31, 2018		7,900,000	$	7,900	$	430,574	$	(222	)	$	(650,090	)	$	(211,838	)
Net loss for the three-month period		-		-		-		-			(24,435	)		(24,435	)
Balance, March 31, 2019 (Unaudited)		7,900,000	$	7,900	$	430,574	$	(222	)	$	(674,525	)	$	(236,273	)
Net loss for the three-month period		-		-		-		-			(12,912	)		(12,912	)
Balance, June 30, 2019 (Unaudited)		7,900,000	$	7,900	$	430,574	$	(222	)	$	(687,437	)	$	(249,185	)
Net loss for the three-month period		-		-		-		-			(12,218	)		(12,218	)
Balance, September 30, 2019 (Unaudited)		7,900,000	$	7,900	$	430,574	$	(222	)	$	(699,655	)	$	(261,403	)

For the periods ended September 2018
Balance, December 31, 2017		7,900,000	$	7,900	$	430,574	$	(222	)	$	(588,639	)	$	(150,387	)
Net loss for the three-month period		-		-		-		-			(24,768	)		(24,768	)
Balance, March 31, 2018 (Unaudited)		7,900,000		7,900		430,574	$	(222	)	$	(613,407	)	$	(175,155	)
Net loss for the three-month period		-		-		-		-			(12,198	)		(12,198	)
Balance, June 30, 2018 (Unaudited)		7,900,000	$	7,900	$	430,574	$	(222	)	$	(625,605	)	$	(187,353	)
Net loss for the three-month period		-		-		-		-			(12,306	)		(12,306	)
Balance, September 30, 2018 (Unaudited)		7,900,000	$	7,900	$	430,574	$	(222	)	$	(637,911	)	$	(199,659	)

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

Theron Resource Group

Statements of Cash Flows

(Unaudited)

(Stated in U.S. Dollars)

	Nine Months ended September 30,			Nine Months ended September 30,
	2019			2018

Cash flows used from operating activities
Net loss	$	(49,565	)	$	(49,272	)

Changes in operating assets and liabilities
Increase (Decrease) in accounts payable and accrued expenses		8,000			(1,243	)
Increase in interest accrued on promissory note payable		1,875			1,875
Cash flows used in operating activities		(39,690	)		(48,640	)

Cash flows from financing activities
Advances from related companies		39,690			48,640
Cash flows provided by financing activities		39,690			48,640

Decrease in cash and cash equivalents		-			-
Cash and cash equivalents – Beginning of period		-			-
Cash and cash equivalents – End of period	$	-		$	-

Supplementary information
Income tax paid	$	-		$	-
Interest paid		-			-

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

THERON RESOURCE GROUP

NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

1.	NATURE OF OPERATIONS

Theron Resource Group (the “Company”, “Theron”, or “THRO”) was incorporated in the State of Wyoming on April 11, 2006. There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant assets not in the ordinary course of business since the date of incorporation. The Company has not yet commenced any revenue-generating operations, does not have any cash flows from operations, and is dependent on debt and equity funding to finance its operations.

2.	BASIS OF PRESENTATION AND GOING CONCERN

Basis of Presentation

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The condensed financial statements of the Company as of and for the three months and nine months ended September 30, 2019 and 2018 are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) that have been made are necessary to fairly present the financial position of the Company as of September 30, 2019, the results of its operations for the three months and nine months ended September 30, 2019 and 2018, and its cash flows for the nine months ended September 30, 2019 and 2018. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year. The balance sheet at December 31, 2018 has been derived from the Company’s audited financial statements included in its Form 10-K for the year ended December 31, 2018 (the “Form 10-K for 2018”).

The statements and related notes have been prepared pursuant to U.S. GAAP for interim information, and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the financial statements and other information included in the Form 10-K for 2018.

Going Concern

The accompanying financial statements have been prepared under the assumption that we will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2019, the Company has an accumulated deficit of $699,655 and a stockholders’ deficiency of $261,403. The Company has incurred recurring losses from operations, and utilized cash flow in operating activities of $39,690 during the nine months ended September 30, 2019. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Additionally, the Company’s independent registered public accounting firm, in its report on the Company’s financial statements for the year ended December 31, 2018, raised substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Management’s plan to support the Company in its operations and to maintain its business strategy is to raise funds through public or private 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 such offerings, it will have to find alternative sources, such as a private placement of securities or loans or advances from its officers, directors or others. Such additional financing may not become available on acceptable terms, and there can be no assurance that any additional financing that the Company does obtain will be sufficient to meet its needs in the long term. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. If the Company requires additional cash and cannot raise it, it 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.

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Fair Value of Financial Instruments

Effective January 1, 2008, fair value measurements are determined by our adoption of authoritative guidance issued by the Financial Accounting Standards Board (“FASB”), with the exception of the application of the statement to non-recurring, non-financial assets and liabilities as permitted. The adoption of the authoritative guidance did not have a material impact on our fair value measurements. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.

Level 3—Unobservable inputs based on our assumptions.

We are required to use observable market data if such data is available without undue cost and effort.

At September 30, 2019 and December 31, 2018, the fair values of accounts payable approximate their carrying values.

Comprehensive Loss

Comprehensive loss consists of net loss and other gains and losses affecting stockholders’ equity that, under U.S. GAAP, are excluded from net loss. There was no recorded other comprehensive income or loss for both the three months and nine months ended September 30, 2019 and 2018.

Use of Estimates

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

Basic and Diluted Net Loss Per Share

The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted (loss) per common share is the same for periods in which the company reported an operating loss because all warrants and stock options outstanding are anti-dilutive.

There were no adjustments to net loss required for purposes of computing dilutive earnings per share.

For the three months and nine months ended September 30, 2019 and 2018, there were no potential dilutive securities.

Recently Issued Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820)”, reducing certain disclosures concerning the fair value hierarchy. The guidance is effective for the Company in annual periods beginning after December 15, 2019, and interim periods within those annual periods. The Company does not expect the adoption of this guidance to have a material impact on our financial statements.

Other accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

4.	RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2019 and 2018, Linyi Yi Cheng Cultural Innovative Industry Zone Management Limited and Shandong Theron Education Management Co., Limited, two affiliates of the Company, in which Mr. Zhaoyu Gu, a director of the Company, holds a beneficial interest, provided net advances of $39,690 and $48,640, respectively, to finance the Company’s working capital requirements.

Advances from related companies are unsecured, due on demand, and non-interest bearing. The outstanding advances from related companies totaled $172,651 and $132,961 as of September 30, 2019 and December 31, 2018, respectively.

During the nine months ended September 30, 2019 and 2018, the Company’s office facility has been provided without charge by the Company’s major stockholder. Such cost was not material to the financial statements and accordingly, has not been reflected therein. In view of the Company’s limited operations and resources, the major stockholder did not receive any compensation from the Company during the nine months ended September 30, 2019 and 2018.

5.	PROMISSORY NOTE PAYABLE – IN DEFAULT

On March 3, 2011, the Company obtained a $50,000 loan from an unrelated party as evidenced by a promissory note (the “Promissory Note”). The loan, which is unsecured and bears interest at 5% per annum, matured on March 3, 2012. The funds were used to repay all outstanding stockholder loans and accounts payable and to provide working capital through November 30, 2012.

In connection with a share purchase agreement dated May 23, 2016 entered into by the Company and Horizon Investment Club Limited (“Horizon”), Horizon entered into a Deed of Waiver and Assumption of Debt (the “Waiver”) with the Company pursuant to which Horizon and the Company agreed and confirmed that the Company shall novate and transfer to Horizon all its obligations and liabilities under the Promissory Note including all principal amount, accrued interests, or default interests arising thereunder and such other liabilities accrued or incurred by the Company prior to the closing of the share purchase on July 2, 2016.

However, the assignment of the Promissory Note has not been consented to by the creditor because the Company’s efforts to contact the creditor have not been successful. Therefore, the Company may still be liable until the earlier of the date on which (i) the loan is paid off, (ii) the creditor consents to the Waiver or (iii) the statute of limitation on the Promissory Note expires (which is set to occur on March 3, 2022). Therefore, the Promissory Note is currently deemed to be in default despite the Waiver.

During the three months and nine months ended September 30, 2019, the Company accrued $625 and $1,875 in interest payable under the note, respectively, as compared to $625 and $1,875 for the three months and nine months ended September 30, 2018.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. 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,” “goal,” “seek,” “strategy,” “future,” “likely,” 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,” “Theron” and “THRO” 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 U.S. GAAP. All references to “common shares” refer to the common shares in our capital stock.

Overview

We were incorporated in the State of Wyoming on April 11, 2006 as Theron Resource Group. 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.

RESULTS OF OPERATIONS

REVENUE

No revenue was generated for three months and nine months ended September 30, 2019 and 2018.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses amounted to $12,218 and $12,306 for the three months ended September 30, 2019 and 2018, respectively, and $49,565 and $49,272 for the nine months ended September 30, 2019 and 2018, respectively. The Company’s general and administrative expenses mainly represent professional fees incurred for its SEC filings.

INTEREST EXPENSE

Interest expense for both the three months ended September 30, 2019 and 2018 amounted to $625, and for both the nine months ended September 30, 2019 and 2018 amounted to $1,875. Interest expense for these periods is attributable to the $50,000 unsecured promissory note we issued in March 2011 with an annual interest rate of 5%.

INCOME TAX PROVISION

As a result of operating losses, there has been no provision for the payment of income taxes to date in 2019.

NET LOSS

For the three months and nine months ended September 30, 2019, the net losses were $12,218 ($0.00 per share) and $49,565 ($0.00 per share), compared with $12,306 ($0.00 per share) and $49,272 ($0.00 per share) for the same periods last year. The loss per share was based on a weighted average of 7,900,000 common shares outstanding as of September 30, 2019 and 2018.

The Company continues to carefully control its expenses and overall costs as it moves its business development plan forward.

PLAN OF OPERATION

As of September 30, 2019, we had a stockholders’ deficiency of $261,403.

We have not generated any revenues and have relied on shareholder advances and debt and equity offerings to finance our operating and capital expenses. We have incurred operating losses since inception. The working capital requirements of any new business we may acquire may be substantial and may depend on the terms of our potential acquisitions, whether for stock, debt or cash, or a combination thereof, as appropriate.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in our annual report on the financial statements for the year ended December 31, 2018, our independent auditors included an explanatory paragraph regarding their substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led 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 September 30, 2019, we have yet to generate any revenues from operations.

The accompanying condensed financial statements have been prepared under the assumption that we will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2019, we have an accumulated deficit of $699,655 and a stockholders’ deficiency of $261,403. We have incurred recurring losses from operations, and utilized cash flow in operating activities of $39,690 during the nine months ended September 30, 2019. These factors, among others, raise substantial doubt about our ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s financial statements for the year ended December 31, 2018, raised substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

Since our inception in April 2006, we have used our common stock, promissory notes and loans or advances from our officers, directors and stockholders to raise money for our optioned acquisition and for corporate expenses. 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 subscribers. 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 subscribers.

As of September 30, 2019, the Company had a note payable of $50,000 plus accrued interest of $21,457. The note is unsecured and bears interest at a rate of 5% per annum. The note matured on March 3, 2012 and is currently in default.

As of September 30, 2019, we had no assets and our total liabilities were $261,403, mainly consisting of a promissory note payable of $50,000 and interest due thereon of $21,457, and advances from related companies of $172,651. We had a working capital deficit of $261,403.

NET CASH USED IN OPERATING ACTIVITIES: For the nine months ended September 30, 2019 and 2018, $39,690 and $48,640 in net cash was used, respectively.

CASH FLOWS FROM FINANCING ACTIVITIES: For the nine months ended September 30, 2019 and 2018, we received advances from related companies of $39,690 and $48,640, respectively. There was no cash provided by equity financing activities during the nine months ended September 30, 2019 and 2018. No options or warrants were issued in the most recent period to purchase shares in a later date.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

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 determined that our disclosure controls and procedures were ineffective due to a control deficiency. During this period we did not have additional personnel to allow for 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 President, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors 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 September 30, 2019, 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

The following exhibits of the Company are included herein.

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
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Labels Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

Information is furnished and not filed or a part of a registration statement or prospectus for purpose of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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 14, 2019	BY:	/s/ Zhaoyu Gu
		Zhaoyu Gu
		Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Theron Resource Group 10-Q