FORWARD-LOOKING STATEMENTS
The following is management's discussion and analysis of certain significant
factors which have affected our financial position and operating results during
the periods included in the accompanying financial statements, as well as
information relating to the plans of our current management and should be read
in conjunction with the accompanying financial statements and their related
notes included in this report. References in this section to "we," "us," "our,"
or the "Company" are to the business of Theron Resource Group.
This report contains forward-looking statements. Generally, the words
"believes," "anticipates," "may," "will," "should," "expects," "intends,"
"estimates," "continues," "project," "goal," "seek," "strategy," "future,"
"likely," and similar expressions or the negative thereof or comparable
terminology are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties, including the matters set forth
in this report or other reports or documents we file with the SEC from time to
time, which could cause actual results or outcomes to differ materially from
those projected. Undue reliance should not be placed on these forward-looking
statements which speak only as of the date hereof. We undertake no obligation to
update these forward-looking statements.
BUSINESS 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.
On February 21, 2007, the Company optioned a property containing nine mineral
claim blocks in southwestern British Columbia, Canada. Through August 31, 2008,
Theron paid $20,000 for exploration expenditures on certain mining claims. Upon
exercise of the option, we would have been required to pay, commencing May 31,
2013, $25,000 per annum, as royalty. The Company did not exercise the option on
the claim.
In December 2019, an outbreak of coronavirus disease 2019 ("COVID-19"), caused
by severe acute respiratory syndrome coronavirus, was first found in Wuhan,
China. The World Health Organization ("WHO") declared the outbreak to be a
Public Health Emergency of International Concern on January 30, 2020 and
recognized it as a pandemic on March 11, 2020. The Company currently does not
have active business operations. However, the current outbreak of COVID-19 has
resulted in a widespread health crisis that could adversely affect the economies
and financial markets of China and many other countries, resulting in an
economic downturn that could negatively affect the Company's future efforts to
seek new business operations or reclassifications, mergers, consolidations or
purchases or sales of any significant amount of its assets.
CRITICAL ACCOUNTING POLICIES, ESTIMATES AND ASSUMPTIONS
The discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with the generally accepted accounting principles in the United States of
America ("U.S. GAAP"). The preparation of our financial statements in conformity
with U.S. GAAP requires our management to make estimates and assumptions that
affect the amounts reported in our financial statements and accompanying notes.
Actual results could differ materially from those estimates.
Our audited financial statements and the notes thereto contain more details of
critical accounting policies and other disclosures required by U.S. GAAP.
RESULTS OF OPERATIONS
REVENUE
No revenue was generated for the years ended December 31, 2019 and 2018.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses for the years ended December 31, 2019 and
2018 amounted to $54,312 and $59,249, respectively. The general and
administrative expenses for the two periods primarily represent professional
fees incurred for SEC filings.
INTEREST EXPENSE
Interest expense for each of the years ended December 31, 2019 and 2018 amounted
to $2,500. Interest expense for these years is attributable to the $50,000
unsecured promissory note we issued in March 2011 with an annual interest of 5%.
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INCOME TAX PROVISION
As a result of operating losses, there has been no provision for the payment of
income taxes in 2019.
NET LOSS
For the years ended December 31, 2019 and 2018, net losses were $56,812 ($0.01
per share) and $61,451 ($0.01 per share), respectively. The loss per share was
based on a weighted average of 7,900,000 common shares outstanding at December
31, 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 December 31, 2019, we had a stockholders' deficiency of $268,650.
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 activities may be substantial and may depend on the terms of
our potential acquisitions, whether for stock, debt or cash, or a combination,
as appropriate.
Due to the uncertainty of our ability to meet our current operating and capital
expenses, our independent auditors, in their report on our financial statements
for the year ended December 31, 2019, included an explanatory paragraph
regarding substantial doubt 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 December 31, 2019, we have not yet generated any revenues from operations.
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 December 31, 2019, we had an accumulated deficit of $706,902 and
a stockholders' deficiency of $268,650. We had incurred recurring losses from
operations, and utilized cash flow in operating activities of $64,592 during the
year ended December 31, 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 December 31, 2019 financial statements, 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.
As of December 31, 2019, we had a note payable of $50,000 plus accrued interest
of $22,082. 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 December 31, 2019, we had outstanding advances of $197,553 from 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. The advances
are unsecured, due on demand, and non-interest bearing.
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As of December 31, 2019, our total assets, consisting entirely of prepayments,
amounted to $5,985 and our total liabilities were $274,635, which included a
promissory note payable of $50,000 and advances from related companies of
$197,553. We had a working capital deficit of $268,650.
NET CASH USED IN OPERATING ACTIVITIES: For the years ended December 31, 2019 and
2018, $64,592 and $51,194 in net cash were used, respectively.
CASH FLOWS FROM FINANCING ACTIVITIES: For the years ended December 31, 2019 and
2018, we received advances from related companies of $64,592 and $51,194,
respectively. There was no cash provided by equity financing activities during
the years ended December 31, 2019 and 2018. No options or warrants were issued
in the most recent period to purchase shares at 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.
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THERON RESOURCE GROUP 
