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EX-16.1 - LETTER FROM GRUBER & COMPANY, LLC TO THE SECURITIES EXCHANGE COMMISSION - Theron Resource Group | exhibit16-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2012
THERON RESOURCE
GROUP
(Exact name of registrant as specified in its
charter)
Wyoming | 000-53845 | 26-0665325 |
(State or other | (Commission | (I.R.S. Employer |
jurisdiction of incorporation) | File Number) | Identification No.) |
Flat D-E, 24/F Dragon Centre
79 Wing Hong Street
Kowloon, Hong Kong
(Address of principal executive offices) (zip
code)
852-27425474
(Registrants telephone number,
including area code)
16810 Kenton Drive, Ste 160
Huntersville, NC 28078
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Item 4.01 Changes in Registrants Certifying Accountant.
On July 31, 2012, Gruber & Company, LLC (Gruber) resigned as the independent registered accounting firm for Theron Resource Group.
Gruber audited the balance sheet of Theron Resource Group (an exploration stage company) as of May 31, 2012 and as of May 31, 2011, and the related statements of operations, changes in stockholders equity and cash flows for the years ended May 31, 2012, and 2011, and for the period April 11, 2006 (date of inception) through May 31, 2012.
As of May 31, 2012 and as of May 31, 2011, Gruber issued an audit report on the Companys balance sheet and on the related statements of operations, changes in stockholders equity and cash flows for the years ended May 31, 2012, and 2011 and issued an audit report on the Companys balance sheet and on the related statements of operations, changes in stockholders equity and cash flows for the period April 11, 2006 (date of inception) through May 31, 2012. The report of Gruber on the foregoing financial statements did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to any uncertainty (except as stated hereafter), audit scope or accounting principles, except for an explanatory paragraph related to the Companys ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations. The report of Gruber dated July 27, 2012 points out that the financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In addition, Gruber reviewed managements prepared condensed financial statements for the Company for the quarters ended August 31, 2011, November 30, 2011 and February 29, 2012.
During the Companys two fiscal years ending on May 31, 2012, and through the date of resignation (i.e., July 31, 2012) (i) there were no disagreements between the Company and Gruber on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Gruber would have caused Gruber to make reference to the subject matter of disagreement in connection with its reports on the Registrants financial statements, and (ii) there were no reportable events as that term is described in Item 304(a)(1)(iv) of Regulation S-K.
On October 19, 2012, the Company engaged Weinberg & Co. LA, LLC (Weinberg) as the Companys new independent registered public accounting firm. During the past two years ended May 31, 2012, and from June 1, 2012 to date, the Company did not consult with Weinberg regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Registrants financial statements. The Companys Board of Directors recommended, authorized, and approved the decision to accept the resignation of Gruber and to engage Weinberg to serve as our independent registered public accounting firm on October 18, 2012.
On November 14, 2012, we provided Gruber with a copy of this Form 8-K, and requested that Gruber furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements contained herein. A copy of the letter of Gruber & Company, LLC to the SEC is attached as Exhibit 16.1
Item 5.01 Change of Control.
Background of the Change in Control
This Item 5.01 Form 8-K is being filed in connection with the change in control and composition of the Board of Directors of Theron Resource Group (the Company or THRO) pursuant to a Stock Purchase Agreement, dated August 20, 2012 (the Stock Purchase Agreement) entered into among Liang Kwong Lim (the Seller) and Horizon Investment Club Limited (Horizon), providing for the purchase by Horizon from the Seller of 6,000,000 shares (the Shares) of Common Stock, par value $.001 (the Common Stock), representing 75.9% of the issued and outstanding shares of Common Stock of the Company for a purchase price of $280,000.00. A copy of the Stock Purchase Agreement is attached as Exhibit 10 hereto and incorporated by reference herein.
In connection with the transaction, Liang Kwong Lim resigned from his positions as Director, President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer on August 24, 2012. Wing Kin Tsang was elected as a Director of the Company and appointed to the offices of President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer on October 12, 2012. Accordingly, on August 24, 2012, as of the date of closing of the purchase of the Shares, there was a change in control of the Company, with a director and officer subsequently chosen by Horizon having the power to manage and control the affairs of the Company.
The Amount And Source Of Funds Used To Effect A Change In Control; Purchase of Control, Etc.
As mentioned above, Horizon paid $280,000.00 to acquire the Shares. The source of funds used by Horizon to effect a change of control were funds derived from operations. The shares and control were acquired from Liang Kwong Lim.
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Except as described above, there were no arrangements or understandings among members of both the former and new control groups and their associates with respect to the election of directors of other matters.
As required to be disclosed by Regulation S-K Item 403(c), there are no arrangements, known to the Company, including any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in control of the Company.
The Company was a shell company immediately before the change in control, and the information required by Item 5.01(a)(8) of Form 5.01 is set forth in the Companys Annual Report on Form 10-K for the years ended May 31, 2012, May 31, 2011, May 31, 2000, and May 31, 2009, and in a Form S-1/A registration statement filed with the Commission on April 3, 2009.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10 |
Stock Purchase Agreement, dated August 23, 2012, among Liang Kwong Lim and Horizon Investment Club Limited (previously filed as Exhibit 10 to a Form 8-K filed on October 19, 2012). |
16.1 |
Letter from Gruber & Company, LLC to the Securities Exchange Commission. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 14, 2012 | Theron Resource Group |
/s/ Wing Kin Tsang | |
Wing Kin Tsang | |
President and Chief Executive Officer |
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