Unknown;

SECURITIES AND EXHANGE COMMISSION

Washington, DC 20549



Form 10-KSB/A

Amendment No. 2



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934



For  the  fiscal  year  ended:  December 31, 2001

Commission  File Number:  001-08429



THUNDER MOUNTAIN GOLD, INC.

(Exact name of Registrant as specified in its charter)



State  of  Idaho                                      91-1031075

(State or other jurisdiction of                        (IRS identification No.)

incorporation  or  organization)



3605  E.  16th  Avenue

Spokane,  Washington                                        99223

(Address  of  Principal  Executive  Officers)                       (Zip  Code)



Telephone  Number  of  Registrant: (509) 535-6092



Securities  registered  pursuant  to  Section  12(b)  of  the  Act:



Title  of  each  Class                                   Name  of  Exchange

on  which  Registered

----------------------                                   ----------------------

$0.05 par Value Common                                             None

Non-Assessable  Stock



Securities registered under Section 12(b) of the Exchange Act:  None



Check  whether  the issuer (1) filed all reports required 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[ ]



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulations S-B is met contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-KSB or any amendment to this Form 10-KSB.  [ ]  Not  Applicable  [X]



The aggregate  market  value of the voting stock held by non-affiliates of the Registrant as of December 31, 2001 was $289,325.  This figure is based on estimated bid price of $0.04.



Issued and outstanding common capital stock as of March 21, 2001:  9,727,852 shares of common $0.05 par value stock non-assessable.



No  documents  are  Incorporated  by  reference.



Transitional  small  business  disclosure  format:  Yes  [ ]  No  [X]



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THUNDER MOUNTAIN GOLD, INC.

FORM 10KSB/A

FOR THE YEAR ENDED DECEMBER 31, 2001



PART 1



ITEM  1.  DESCRIPTION  OF  BUSINESS



(A)  GENERAL  DEVELOPMENT  OF  BUSINESS



The  Company was originally incorporated under the laws of the State of Idaho on November  9,  1935 under the name of Montgomery Mines, Inc. In April, 1978 the Montgomery Mines corporation was obtained by a group of the Thunder Mountain property holders and changed its name to Thunder Mountain Gold, Inc. with the primary goal to further explore and develop their holdings in the Thunder Mountain Mining District, Valley County, Idaho.  In August 1985, the Company's  shareholders  approved  an  increase  in the authorized common stock, $0.05  par value, from 7,500,000 shares to 12,000,000 shares.  Quotations of the bid and ask prices for the stock are published by the Spokane Quotations Service of  Spokane,  Washington.



The  Company primary property  at  Thunder  Mountain was  placed into operation  in the  mid-1980s  by  Coeur  'd  Alene  Mines under a net profits arrangement.  Substantial  gold and silver production  was done by Coeur ‘d Alene from the Sunnyside Deposit by open pit mining and heap leaching.Coeur 'd Alene ceased production in the early  1990s  and relinquished the claims back to the Company.  Subsequently the property leased  to  and  explored  by  several  other exploration/mining companies, including Kennecott and USMX/Dakota Mining.  A joint venture between the Company and Dewey Mining unified the mining district during this period, and USMX/Dakota Mining  expended  approximately  $5 million to explore the district and define a significant   measured mineral resource on the Dewey property.  Bankruptcy by Dakota Mines provided an opportunity  for  the  Company  and Dewey Mining to acquire the consolidated district   for  future   development.   USMX/Dakota  Mining   had  initiated  an Environmental  Impact Statement (EIS), additional baseline studies and other permitting requirements to place the Dewey deposit into production.  The Company continued these activities to a limited extend.



During 2000, the Company and their joint venture partner, Dewey Mining Company, entered into an Option Agreement with Trust for Public Lands to purchase the consolidated mining district. The Trust for Public Lands is a nonprofit organization dedicated to the preservation of nature for human enjoyment and well being.  The Thunder Mountain Mining District is located on a “cherry-stem” within the Frank Church River of No Return Wilderness that was specifically outlined to allow continued development of the historic mining area.  Due to its location, the Company’s land position is a candidate for purchase by the United States Forest Service through the Land and Water Conservation Funds.  The Option recognizes a minimum acceptable value for the measured mineral resource and real property, and if this is not met, the Company maintains the ability to continue development of the property.  All permitting efforts have been, for the time being, placed on hold pending the completion of the initial appraisal.  Due to delays in the initiation of the appraisal process, including negotiations with the U.S. Forest Service, the original timeframe of the base agreement were not met.  The agreement was extended and continued in full force by mutual written agreement between The Trust for Public Land and both the Company and Dewey Mining Company.







<page>  2

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THUNDER MOUNTAIN GOLD, INC.

FORM 10KSB/A

FOR THE YEAR ENDED DECEMBER 31, 2001



The Company also conducted limited exploration for valuable minerals outside of the Thunder Mountain Mining District in the western states during 2000, including the acquisition of an interest in a platinum group metals property in Nevada.  The Company also evaluated and conducted due diligence  for a business opportunity to facilitate the development of an Linux-based software company.  The Company continues to evaluate both natural resource and technology ventures to enhance Stockholder equity.



The Company is an exploration stage company and there is no assurance that a commercially viable mineral deposit exists on any of its properties. Further exploration efforts will likely be required by the Company or lessor before a final evaluation as to the economic and legal feasibility of conducting further operations is determined.



In addition to the patented claims, the Company also owns unpatented mining claims. The validity of unpatented mining claims is dependent upon inherent uncertainties and conditions.  These uncertainties related to such non-record facts as the sufficiency of the discovery of minerals, proper posting and marking of boundaries, whether the minerals discovered were properly locatable as a lode claims or a placer claim as appropriate, whether sufficient annual assessment work has been performed since location as required by law, and possible conflicts with other claims not determinable from descriptions of record.  In the absence of a discovery of valuable minerals, a mining claim is open to location by others unless the owner is in actual possession of and diligently working the claim.  No assurance can be given with respect to unpatented mining claims in the exploratory stage that the requisite discovery of a valuable mineral deposit can be made thereon.



PRECIOUS AND OTHER MINERAL PROPERTIES



1.  THUNDER  MOUNTAIN  MINING  DISTRICT,  VALLEY  COUNTY,  IDAHO



The  Company and their joint venture partner, Dewey Mining Company, holds 272 unpatented and 50 patented lode claims and fractional claims in the historic Thunder Mountain District of Valley County, Idaho. Company  Exploration efforts are targeted at gold  and  silver, with further definition of the mineralized resource.



The Company’s claims are located in the Thunder Mountain Mining District, approximately 55 miles east of  McCall, Idaho.  The approximate location of the property is illustrated by the following maps.

























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THUNDER MOUNTAIN GOLD, INC.

FORM 10KSB/A

FOR THE YEAR ENDED DECEMBER 31, 2001

[tmg10ksba122001apr182003s002.jpg]



<page>  4



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THUNDER MOUNTAIN GOLD, INC.

FORM 10KSB/A

FOR THE YEAR ENDED DECEMBER 31, 2001













[tmg10ksba122001apr182003s004.jpg]































<page>  5

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THUNDER MOUNTAIN GOLD, INC.

FORM 10KSB/A

FOR THE YEAR ENDED DECEMBER 31, 2001



The Registrant and Dewey Mining Company, an Idaho Corporation,  entered into a joint venture agreement in February 1992 . The joint venture owns outright a total of 50-patented lode-mining claims (735.5 acres total) and 272 unpatented lode claims (5,245 acres total).  With the exception of one small claim block within the Frank Church River of No Return Wilderness (their location pre-dated the wilderness designation), all of the claims are within the “cherry-stem” that forms a corridor into the wilderness.  Mineral development within this cherry-stem is subject to the same regulatory stipulations as the United States Forest Service managed land surrounding the wilderness.  Some of the Company’s claims within the cherry stem are partially within the wilderness area, but these were, for the most part, located as protection of the land position more central to the cherry-stem that either has mineral resources or exploration potential.





Under the terms of the Joint Venture, both Dewey Mining Company and Thunder Mountain Gold joined all resources including patented and unpatented mining claims, mineralized material, water rights and any other right, title and interest on the properties.  All costs connected with the effort of marketing the joint properties to environmental interests, mining companies, or other interested parties are shared on a 50-50 basis.  All properties and expenditures as of the date of the joint venture agreement are considered equal.  All net proceeds generated by, or from the joint properties will be shared on a 50-50 basis.  The joint venture agreement does not create a partnership, and each Party will hold the other harmless from any pre-existing obligation and liabilities.  Dewey Mining Company retained ownership of the existing 500 ton-per-day gravity mill, although this facility could be utilized for processing gold-silver mineralization mined from any deposit defined on the joint property.



Mineralization and Current Activity



Mineralization  within the Thunder Mountain District is hosted in the volcanic rock sequence of the Thunder Mountain Caldera and lies within the northeast-trending Trans-Challis Mineral Belt of central Idaho.  The Dewey Deposit is hosted in rhyolitic ash fall tuffs and tuffaceous sediment of the Dewey Sequence, part of the extensive Eocene Challis Volcanic Group.  Three gold-silver mineralized zones are defined within the Dewey Deposit:  1) an upper tuffaceous sediment unit;  2)  a middle ash fall tuff unit, and;  3) a lower mudflow agglomerate unit.  Gold and silver mineralization is both structurally and stratiform controlled, with the better grades occurring along structural zones where hydrothermal fluids concentrated mineralization.  Other areas of past production and future potential mineralization within the district are within similar geologic and host rock settings.



Exploration of the Dewey Deposit has been extensive, with work completed by several exploration and mining companies since the 1970s.  A mineralized resource has been defined using after the completion of 256 drill holes on 100-foot centers with some areas of 50-foot fill in drilling that resulted in 12,275 assay intervals.  Extensive geologic mapping and sampling, with some exploratory drilling, has been done on several other geologic targets within the district.  The current mineralized resource defined at the Dewey Deposit is the result of approximately $5 million dollars of expenditures by USMX and



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THUNDER MOUNTAIN GOLD, INC.

FORM 10KSB/A

FOR THE YEAR ENDED DECEMBER 31, 2001



Dakota Mining, this not counting previous exploration drill data compiled by Placer Amex, Copper Lakes and other companies.  As a result of this work, a mineralized material of 5,390,000 tons averaging 0.047 ounces per ton gold (using a gold price of $400 per ounce) has been outlined at the Dewey Deposit.



A mineralized material is generally defined as a mineralized body, which has been delineated by appropriately spaced drilling and/or underground sampling to support a sufficient tonnage and average grade of metals.



Current infrastructure that supports exploration activities and potential future development of the Thunder Mountain Property consists of improvements associated with past mining operations.  This includes access road improvements, a potential tailings disposal area, and a Dewey Mining Company-owned small (approximate 500 ton-per-day) gravity milling facility that was operational in the late 1970s and early 1980s, along with support facilities including fuel storage tanks, shop, assay laboratory, electrical equipment, base camp housing, etc.



Costs incurred by the Company include property maintenance activities (claim fees, taxes, etc.), site security, monitoring and maintenance of reclamation and sediment control features.  All exploration, development and mining activities in the past have been borne by previous operators that had the Thunder Mountain Property under lease arrangement.



All past and future operations would require generation of power on site by the use of diesel-powered generators.



The Thunder Mountain Property is without known and defined reserves pursuant to SEC Industry Guide 7.  Significant mineralized material has been “drill defined” as discussed above.  The Property is still in an exploration stage, although sufficient information has been developed to potentially initiate further development activities.



Maintenance of the mining claims consists of payment of the annual claim maintenance fees on unpatented mining claims.  Property taxes are paid on all patented and unpatented mining claims.



2.   IRONSIDE PLATINUM GROUP METALS (PGM) PROSPECT, GOODSPRINGS MINING

DISTRICT, CLARK  COUNTY, NEVADA



The Company has an 50% interest in a lease with an option to purchase on the 4 Oro Amigo patented claims and the 40 BOA unpatented lode claim group  in the Goodsprings Mining District in Clark County, Nevada.  The claims are located approximately 25 miles southwest of Las Vegas, Nevada.  Platinum, palladium, silver and gold were produced in this area of the Goodsprings District during the period 1914 –1920.  Reported production was approximately 400 ounces of platinum, 900 ounces of palladium, 1,800 ounces of gold, 7,000 ounces of silver and 570,000 pounds of copper.  The land position was secured because of its exploration potential. The Ironside PGM Prospect claims cover a northeast-bearing trend of  PGM ,prescious and base metal occurrences that extends for about three miles along a structural trend.  During the war effort, minor production of platinum  group  metals and gold was done on the Registrant's claims.  Geologic mapping and sampling of the property was completed during



<page>  7

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THUNDER MOUNTAIN GOLD, INC.

FORM 10KSB/A

FOR THE YEAR ENDED DECEMBER 31, 2001



[tmg10ksba122001apr182003s006.jpg]

2000, and potential exploration  targets have been defined.  Several companies that produce platinum group metals have expressed an interest in the claims.  Efforts are ongoing to interest a larger platinum group metals exploration company in the target potential of the holdings.





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THUNDER MOUNTAIN GOLD, INC.

FORM 10KSB/A

FOR THE YEAR ENDED DECEMBER 31, 2001



Mineralization and Current Activity



Mineralization and anomalous geochemistry occurs along the high-angle Ironside Thrust Fault zone associated with the Ironside and nearby regional Keystone Thrusts. Moderately large intrusive bodies are located nearby.  Mineralization is thought to be distal to the intrusive contact along the structural zones.  The potential targets consist of defining additional sulfide replacements within the carbonates along the structural zones, particularly near the contact with the intrusives in the area. Additionally, the style of mineralization indicates that there may be a deep intrusive-hosted PGM target.



Mineralization occurs in secondary silica (jasperoid) associated with sulfide gossans in a carbonate sequence of Devonian and Lower Mississippian age.  Work on the property during the year consisted of mapping and sampling, and showing it to PGM-based exploration companies.  Other than access roads, there is no infrastructure on the holdings.  Maintenance of the mining claims consists of payment of the annual claim maintenance fees on unpatented mining claims and lease payments to the owner of the four patented lode claims.  Property taxes are paid on all patented and unpatented mining claims.





(A)  FINANCIAL  INFORMATION  ABOUT  INDUSTRY  SEGMENTS.



The Registrant has no other industry segments.



(B)     NARRATIVE  DESCRIPTION  OF  BUSINESS.



Refer to ITEM: 1 Description of Business (supra) Subparagraph (i) through (xii) are not applicable to the Registrant.



(C)  FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT

SALES.



This paragraph is not applicable to the Registrant.



ITEM  2:  PROPERTIES



For continuity and clarity, this information was included in the information set in Item 1.



ITEM  3:  LEGAL  PROCEEDINGS.



The Company has no legal actions pending against it and it is not a party to any suits in any court of law, nor are the directors aware of any claims which could give rise to or investigations pending by the Securities and Exchange Commission or any other governmental agency.  The Company, along with other impacted entities, including companies, municipalities and  various irrigation districts, has been involved in a legal protest against the Federal Government's claims for certain reserved water rights for Wild and Scenic Rivers Act purposes.  The matter is in the Idaho States Federal Court for the District Court of Idaho (SRBA Case No. 39576, District Court of the Fifth Judicial District of the State of Idaho, in and for the County of Twin Falls) assigned  to handle the Snake River Basin water rights adjudication.



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THUNDER MOUNTAIN GOLD, INC.

FORM 10KSB/A

FOR THE YEAR ENDED DECEMBER 31, 2001



The  Company  is  involved  in  no  civil  rights  negotiations or proceedings.



ITEM  4:  SUBMISSION  OF  MATTERS  TO  VOTE  ON  SECURITY  HOLDERS.



No matters were submitted to vote of the Registrant's security holders during 2000.



PART 11



ITEM 5:  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.



(A)     MARKET  INFORMATION.



The common stock of the Registrant is traded over-the-counter in Spokane, Washington and its bid and asked prices are quoted on a daily basis by the Spokane Quotation Service, Spokane, Washington.



The bid prices for the Registrant's stock for the years 2001, 2000 and 1999 were as follows:





2001                         HIGH                  LOW

-----------          -----------

First  Quarter            $     0.10           $     0.03

Second  Quarter           $     0.10           $     0.04

Third  Quarter            $     0.10           $     0.05

Fourth  Quarter           $     0.10           $     0.03





2000                         HIGH                  LOW

-----------          -----------

First  Quarter            $     0.10           $     0.04

Second  Quarter           $     0.10           $     0.10

Third  Quarter            $     0.10           $     0.10

Fourth  Quarter           $     0.10           $     0.10



BID  PRICES

-----------



1999                          HIGH                 LOW

-----------          -----------

First  Quarter            $     0.04           $     0.04

Second  Quarter           $     0.04           $     0.04

Third  Quarter            $     0.04           $     0.04

Fourth  Quarter           $     0.10           $     0.06



(b)     APPROXIMATE  NUMBER  OF  EQUITY  SECURITY  HOLDERS:



Title  of  Class                            No. of Record Holders

----------------------------------                ------------------------------

$0.05  Par  Value                                 2,241 as of December 31, 2000

Common  Stock  Non  -Assessable



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THUNDER MOUNTAIN GOLD, INC.

FORM 10KSB/A

FOR THE YEAR ENDED DECEMBER 31, 2001



(c)     DIVIDEND  HISTORY  AND  RESTRICTIONS



The Registrant has not paid any dividends, and does not plan to do so in the foreseeable future as it plans to use its capital to finance the search for additional mineral properties of potential commercial value.



ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF  OPERATION.



(a)     FULL  FISCAL  YEAR.

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Liquidity: The Company has a positive cash position with and has invested in a cash management mutual fund.  The Company’s cash and liquid assets are considered adequate to meet its current corporate obligations.  The market value of the stock mutual funds continued to decrease in 2001 as in the previous few years.  This decrease in value is due to the general decline in the main stock markets in which the Company’s mutual funds were invested.  The decrease in value may be temporary, as the value of the mutual funds will reflect the overall trends of the markets in which the funds are invested.  Corporate expenses, which are drawn from the invested funds, will impact the net value of the liquid assets.



The Company has positive cash position and maintained its liquid assets in cash and mutual funds during 2001.  The Company’s cash and liquid assets are considered adequate to meet its current corporate obligations.  The Company does not foresee any necessity to raise additional funds during the next twelve-month period.  Management believes that its funds are sufficient to meet corporate expenses incurred during the next twelve months.  The Company has made a financial arrangement with its Joint Venture partner, Dewey Mining, to carry a majority of the expenses related to the appraisal and other costs associated with the potential sale of the Thunder Mountain property.  These expenditures will be reimbursed out of funds that may be received from the future sale, or as otherwise arranged between the Company and Dewey Mining.

</r>



Expenses for the ensuing year will be incurred for continued search and exploration for additional properties, and for management fees and administrative costs.  The Company’s required claim maintenance will be performed for its unpatented claims by the Company.  It is anticipated that Directors and managerial fees will be minimal during the upcoming year due to the low cash position of the Company.  The Company did not engage in any research and development activities during fiscal 2001.



Directors and management fees were $17,000 annually.  Please refer to the financial statements for additional costs and expenditures and other financial  information.



Capital  Resources:  The Company presently did not acquire any equipment during 2001.  The Company does not intend to make any capital expenditures from its funds for property or equipment during the next 12 months .  The Company also does not presently have any plans to raise capital through debt or equity  financing.













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Results of Operations:  The Company had no production from operations for 2001.  Although additional production units are likely, it is impossible to predict with any certainty when and where the next production unit will be developed.  For that reason, it is impossible to predict the future production units.



For  2001, gross  revenues  were  $-0-.



The Company does not currently have any employees, and does not anticipate any for the upcoming calendar year(s).





ITEM  7:  FINANCIAL  STATEMENTS  AND  SUPPLEMENTAL  DATA





























THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)



FINANCIAL STATEMENT

AND

INDEPENDENT AUDITORS' REPORT



DECEMBER 31, 2001















































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TABLE OF CONTENTS

Page



Independent Auditors' Report                                14



Balance Sheet at December 31, 2001 and 2000               15-16



Statement of Operations for the Years Ended

December 31, 2001, 2000, and 1999                         17



Statement of Cash Flows for the Years Ended

December 31, 2001, 2000, and 1999                      18-19



Statement of Changes in Stockholders' Equity for the

Years Ended December 31, 2001, 2000, and 1999          20-22



Notes to Financial Statements                             23-27



Report of Independent Auditors' on Supplemental

Schedules                                                 28



Supplemental Schedules                                    29-33



























































<page> 13

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<r>

INDEPENDENT AUDITORS' REPORT





Board of Directors

Thunder Mountain Gold, Inc.

Spokane, Washington



We  have  audited  the  accompanying Balance Sheets of Thunder Mountain

Gold, Inc., (an exploration  stage company) as of December 31, 2001 and

2000, and the related Statements  of Operations, Cash Flows and Changes

in Stockholders' Equity for each of  the three years ended December 31,

2001, 2000, 1999, and during the exploration stage (1991 through 2001).

These financial  statements are  the  responsibility  of the  Company's

management.   Our  responsibility  is  to  express  an opinion on these

financial statements based on our audit.



We conducted our audits in accordance with auditing standards generally

accepted in the United States of America.  Those standards require that

we  plan  and  perform the audit to obtain reasonable  assurance  about

whether the financial  statements  are  free of material misstatements.

An audit includes examining, on a test basis,  evidence  supporting the

amounts  and  disclosures  in the financial statements.  An audit  also

includes  assessing  the accounting  principles  used  and  significant

estimates  made  by management,  as  well  as  evaluating  the  overall

financial statement presentation.  We believe that our audits provide a

reasonable basis for our opinion.



In our opinion, the  financial  statements  referred  to  above present

fairly,  in  all  material respects, the financial position of  Thunder

Mountain Gold, Inc.,  (an exploration stage company) as of December 31,

2001 and 2000, and the  results  of  its  operations,  cash  flows  and

changes  in  stockholders'  equity  for  each  of the three years ended

December 31, 2001, 2000, 1999, and during  the  exploration stage (1991

through 2001),  in  conformity  with  accounting  principles  generally

accepted in the United States of America.



The accompanying financial statements have  been prepared assuming that

the Company will continue as a going concern.   As  discussed in Note 5

to the financial statements, the Company has suffered  recurring losses

from  operations  that  raise  substantial  doubt about its ability  to

continue as a going concern.  Management's plans  in  regard  to  these

matters are also described in Note 5.  The financial statements do  not

include  any  adjustments  that  might  result from the outcome of this

uncertainty.



As  discussed  in  Note  3 to the financial statements,  the  financial

statements for the years ended  December 31, 2000, 1999, and 1998, have

been restated to reflect  the expensing of mining claims.  The December

31, 1997, Financial Statements have been restated to reflect the write-

down of the Midas Gold investment.



/s/ Moe, O'Shaughnessy, and Associates



April 24, 2002



<page> 14

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THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)



BALANCE SHEET



DECEMBER 31, 2001 AND 2000



ASSETS



2001         2000

(Restated -

See Note 3)

------------  ------------

CURRENT ASSETS:



Cash and cash equivalents            $     5,275   $     7,599

Prepaid expenses                             300           300

Investments                               84,142       231,923

------------  ------------

Total Current Assets                    89,717       239,822





INVESTMENTS - NON-CURRENT                       170           170





PROPERTY AND EQUIPMENT



Office equipment                           7,141         7,141

Mining claims                                -             -

------------  ------------

Total Property and Equipment             7,141         7,141





Less: Accumulated depreciation             6,970         6,856

------------  ------------



Net Property and Equipment                 171           285

------------  ------------

$    90,058   $   240,277

============  ============





























See Notes to Financial Statements.



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THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)

BALANCE SHEET

DECEMBER 31, 2001 AND 2000







LIABILITIES AND STOCKHOLDERS' EQUITY





2001         2000

(Restated -

See Note 3)

------------  ------------

CURRENT LIABILITIES       Accounts payable

$     9,860   $       -

Accrued directors and management fees           -          16,000

------------  ------------

Total Current Liabilities                9,860        16,000



STOCKHOLDERS' EQUITY



Common stock, $0.05 par value;

12,000,000 shares authorized;

9,727,852 and 9,727,852

shares issued respectively             486,392       486,392

Additional paid-in capital               254,222       254,222

Less: 11,700 shares of treasury

stock, at cost                         (24,200)      (24,200)

Accumulated other comprehensive income

(loss)                                 (42,173)      (19,876)

Retained earnings (deficit)             (212,793)     (212,793)

Deficit accumulated during the

exploration stage (1991

through 2001)                         (381,250)     (259,468)

------------  ------------

80,198       224,277

------------  ------------

$    90,058   $   240,277

============  ============





























See Notes to Financial Statements.



<page> 16



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THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)

STATEMENT OF OPERATIONS



FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, 1999 AND DURING

THE EXPLORATION STAGE (1991 THROUGH 2001)                                                                               During Exploration

Stage

2001               2000           1999            (1991 through 2001)

(Restated-See Note 3)    (Restated-See Note 3)

INCOME

---------------------------------------------------------------------------------------------------------------------------------------------

Royalties                                                            $       -      $       -       $      -                $  328,500

EXPENSES

Exploration                                                             74,614        134,572         24,781                   350,161

Depreciation and depletion                                                 114          1,830          4,145                    36,099

Directors' fees and professional services                                6,000         18,000         25,000                   364,500

Legal and accounting                                                    14,703          6,635         12,340                   105,257

Management and administrative                                            5,200          9,388         23,501                   217,822

---------------------------------------------------------------------------------------------------------------------------------------------

Total Expenses                                                     100,631        170,425         89,767                 1,073,839

---------------------------------------------------------------------------------------------------------------------------------------------

(LOSS) FROM OPERATIONS                                                   (100,631)      (170,425)       (89,767)                 (745,339)

---------------------------------------------------------------------------------------------------------------------------------------------

OTHER INCOME

Interest and dividend income                                               438         16,198          7,654                   195,351

Gain (loss) on sale of securities and assets                           (21,589)        51,625        119,163                   168,738

---------------------------------------------------------------------------------------------------------------------------------------------

(21,151)        67,823        126,817                   364,089

---------------------------------------------------------------------------------------------------------------------------------------------



INCOME (LOSS) BEFORE FEDERAL

INCOME TAXES                                                          (121,782)      (102,602)        37,050                  (381,250)

---------------------------------------------------------------------------------------------------------------------------------------------

PROVISION FOR INCOME TAXES

Tax at statutory rates                                                       -              -              -                         -

Tax benefit                                                                  -              -              -                         -

---------------------------------------------------------------------------------------------------------------------------------------------

NET INCOME (LOSS)                                                        (121,782)      (102,602)        37,050                  (381,250)

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX

Unrealized holding gain (loss) arising during the period               (17,108)       (60,186)        82,383                   (42,173)

Reclassification adjustment for (gains)

losses included in net income                                       21,589        (47,100)      (106,413)                 (178,852)

Reclassification adjustment for difference between cost and

carrying value of securities sold during the period

previously included in other comprehensive income                  (26,778)       (89,587)             -                   178,852

---------------------------------------------------------------------------------------------------------------------------------------------

Other comprehensive income (loss), net of tax                          (22,297)      (196,873)       (24,030)                  (42,173)

---------------------------------------------------------------------------------------------------------------------------------------------

COMPREHENSIVE INCOME (LOSS)                                             $(144,078)     $(299,475)      $ 13,020                $ (423,423)

============================================================================================================================================

EARNINGS (LOSS) PER SHARE

Basic                                                                $   (0.01)     $   (0.01)      $      -                $    (0.04)

Diluted                                                              $   (0.01)     $   (0.01)      $      -                $    (0.04)



See Notes to Financial Statements.



<page> 17

---



THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)



STATEMENT OF CASH FLOWS



FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, 1999 AND DURING

THE EXPLORATION STAGE (1991 THROUGH 2001)



During Exploration

Stage

2001             2000             1999                  (1991 through 2001)

(Restated-See Note 3)  (Restated-See Note 3)

---------------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS PROVIDED (USED) BY            OPERATING ACTIVITIES

Net income (loss)                           $(121,782)        $(102,602)       $  37,050                     $ (381,250)

Non-cash expenses, revenues,

losses and gains included

in income:

Depreciation and

amortization                                  114             1,830            4,145                         36,099

Gain on sale of securities

and assets                                      -           (51,625)        (119,163)                      (212,081)

Loss on sale of securities

and assets                                 21,589                 -                -                         49,018

Net decrease in receivables                         -                 -                -                        124,655

Net (decrease) in payables                     (6,139)          (11,706)          (2,993)                       (33,958)

---------------------------------------------------------------------------------------------------------------------------------------

Net Cash Flows Used                   By Operating Activities               (106,218)         (164,103)         (80,961)

(417,517)

---------------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS PROVIDED (USED) BY

INVESTING ACTIVITIES

Purchase of investments                       (18,622)          (14,019)        (204,884)                      (354,530)

Purchase of property and

equipment                                       -                 -             (594)                       (68,854)

Proceeds from disposition of

investments                               122,516           142,481          244,950                        570,917

Proceeds from disposition of

assets                                          -             7,000                -                         49,510

---------------------------------------------------------------------------------------------------------------------------------------

Net Cash Flows Provided

By Investing Activities                   103,894           135,462           39,472                       197,043

---------------------------------------------------------------------------------------------------------------------------------------

(Continued)









See Notes to Financial Statements.





<page> 18

---



THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)

STATEMENT OF CASH FLOWS



FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, 1999 AND DURING

THE EXPLORATION STAGE (1991 THROUGH 2001)





During Exploration

Stage

2001             2000             1999                  (1991 through 2001)

(Restated-See Note 3)  (Restated-See Note 3)

---------------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS PROVIDED (USED)

BY FINANCING ACTIVITIES

Proceeds from sale of

common stock                                    -                 -                -                         60,000

Reacquisition of common stock                       -                 -                -                            (50)

---------------------------------------------------------------------------------------------------------------------------------------

Net Cash Flows Provided

By Financing Activities                      -                 -                -                         59,950

---------------------------------------------------------------------------------------------------------------------------------------

NET DECREASE IN CASH                              (2,324)          (28,641)         (41,489)                      (160,524)



CASH AND CASH EQUIVALENTS,

BEGINNING OF PERIOD                             7,599            36,240           77,729                        165,799

---------------------------------------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, END

OF PERIOD                                    $  5,275          $  7,599         $ 36,240                     $    5,275

========================================================================================================================================



SUPPLEMENTAL SCHEDULE OF

NONCASH INVESTING ACTIVITIES

Exchange of automobile for

accrued directors fee

payable                                  $      -          $  7,000         $ 10,000



Marketable security written

off as worthless                         $      -          $                $  7,296



Disclosure of Accounting Policy:

For purposes of the Statement of Cash Flows, the Company considers

all highly liquid debt instruments purchased with an initial maturity

of three months or less to be cash equivalents.



(Concluded)







See Notes to Financial Statements.





<page> 19

---



THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)



STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



FOR THE YEAR ENDED DECEMBER 31, 1991, THROUGH DECEMBER 31, 2001



Deficit

Accumulated

Accumulated                               During

Additional     Other                     Retained   Exploration

Common Stock      Paid-In   Comprehensive    Treasury     Earnings   Stage (1991

Shares      Amount   Capital   Income (Loss)      Stock      (Deficit)  through 2002)      Total

----------------------------------------------------------------------------------------------------------------------------------------------------Balances at January 1, 1991                 7,776,587    $388,829  $254,285     $            $(24,150)    $  20,002   $                $638,966

Stock previously issued but not recorded

by transfer agent                           1,265          63       (63)

Stock cancelled                               (50,000)     (2,500)  (10,000)                                                            (12,500)

Net loss - 1991                                                                                                         (82,358)        (82,358)

-------------------------------------------------------------------------------------------------------------------------------------------------

Balances at December 31, 1991               7,727,852     386,392   244,222                   (24,150)       20,002     (82,358)        544,108

Stock issued for mining contract            1,000,000      50,000                                                                        50,000

Net loss - 1992                                                                                                         (14,718)        (14,718)

-------------------------------------------------------------------------------------------------------------------------------------------------

Balances at December 31, 1992               8,727,852     436,392   244,222                   (24,150)       20,002     (97,076)        579,390

Stock issued for options exercised          1,000,000      50,000    10,000                                                              60,000

Net loss - 1993                                                                                                         (42,942)        (42,942)

-------------------------------------------------------------------------------------------------------------------------------------------------

Balances at December 31, 1993               9,727,852     486,392   254,222                   (24,150)       20,002    (140,018)        596,448

Unrealized gain in marketable securities                                         215,803                                                215,803

Cumulative effect of change in accounting

principle                                                                       (910)                       910

Net loss - 1994                                                                                                         (27,471)        (27,471)

-------------------------------------------------------------------------------------------------------------------------------------------------

Balances at December 31, 1994               9,727,852     486,392   254,222      214,893      (24,150)       20,912    (167,489)        784,780

Unrealized gain in marketable securities                                         141,801                                                141,801

Net income - 1995                                                                                                        26,367          26,367

-------------------------------------------------------------------------------------------------------------------------------------------------

Balances at December 31, 1995               9,727,852     486,392   254,222      356,694      (24,150)       20,912    (141,122)        952,948

Unrealized gain in marketable securities                                          12,360                                                 12,360

Net income - 1996                                                                                                        83,029          83,029

-------------------------------------------------------------------------------------------------------------------------------------------------

Balances at December 31, 1996               9,727,852     486,392   254,222      369,054      (24,150)       20,912     (58,093)      1,048,337

Reacquisition of stock                                                                            (50)                                      (50)

Unrealized loss in marketable securities                                        (141,132)                                              (168,521)

Net loss - 1997                                                                                                         (10,139)         17,250

-------------------------------------------------------------------------------------------------------------------------------------------------

Balances at December 31, 1997               9,727,852     486,392   254,222      227,922      (24,200)       20,912     (68,232)        897,016

(Continued)







See Notes to Financial Statements.

<page> 20

---



THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)



STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



FOR THE YEAR ENDED DECEMBER 31, 1991, THROUGH DECEMBER 31, 2001



Deficit

Accumulated

Accumulated                               During

Additional     Other                     Retained   Exploration

Common Stock      Paid-In   Comprehensive    Treasury     Earnings   Stage (1991

Shares      Amount   Capital   Income (Loss)      Stock      (Deficit)  through 2002)      Total

----------------------------------------------------------------------------------------------------------------------------------------------------Unrealized loss in marketable securities                                         (26,895)                                              (26,895)

Impairment loss - mining claims                                                                            (233,705)                  (233,705)

Net loss - 1998                                                                                                         (125,684)     (125,684)

Comprehensive (loss)                                                                                                                  (386,284)

-------------------------------------------------------------------------------------------------------------------------------------------------

Balances at December 31, 1998               9,727,852     486,392   254,222      201,027       (24,200)    (212,793)    (193,916)      510,732

Unrealized loss in marketable securities                                         (24,030)                                              (24,030)

Net income - 1999                                                                                                         37,050       37,050

Comprehensive income                                                                                                                    13,020

-------------------------------------------------------------------------------------------------------------------------------------------------

Balances at December 31, 1999              $9,727,852    $486,392  $254,222     $176,997      $(24,200)   $(212,793)   $(156,866)     $523,752

=================================================================================================================================================



















































See Notes to Financial Statements.



<page> 21

---



THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)



STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



FOR THE YEAR ENDED DECEMBER 31, 1991, THROUGH DECEMBER 31, 2001

Deficit

Accumulated

Accumulated                               During

Additional     Other                     Retained   Exploration

Common Stock      Paid-In   Comprehensive    Treasury     Earnings   Stage (1991

Shares      Amount   Capital   Income (Loss)      Stock      (Deficit)  through 2002)      Total

----------------------------------------------------------------------------------------------------------------------------------------------------Balances at December 31, 1999    (Restated - See Note 3)                 9,727,852    $486,392  $254,222     $176,997     $(24,200)    $(212,793)

$(156,866)      $523,752

Unrealized Holding Loss in Marketable

Securities                                                                   (60,186)                                               (60,186)

Reclassification Adjustment for Gains

Included in Net Income                                                       (47,100)                                               (47,100)

Reclassification Adjustment for Securities

Sold With Gains Previously Included in

Other Comprehensive Income                                                   (89,587)                                               (89,587)

Net Loss - 2000 (Restated - See Note 3)                                                                                (102,602)       (102,602)

Comprehensive (Loss)                                                                                                                   (299,475)

----------------------------------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 2000 (Restated -

See Note 3)                             9,727,852     486,392   254,222      (19,876)     (24,200)     (212,793)   (259,468)       224,277

Unrealized Holding Loss in Marketable

Securities                                                                   (17,108)                                              (17,108)

Reclassification Adjustment for Losses

Included in Net Income                                                        21,589                                                21,589

Reclassification Adjustment for Securities

Sold With Gains Previously Included in

Other Comprehensive Income                                                   (26,778)                                              (26,778)

Net Loss - 2001                                                                                                        (121,782)      (121,782)

Comprehensive (Loss)                                                                                                                  (144,079)

----------------------------------------------------------------------------------------------------------------------------------------------------

Balances at December 31, 2001               9,727,852     486,392   254,222      (42,173)     (24,200)     (212,793)   (381,250)        80,198

====================================================================================================================================================



















See Notes to Financial Statements.



<page> 22





THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS



1.   Summary of Significant Accounting Policies



Business Operations



Thunder Mountain Gold, Inc.,  takes  its  name  from  the  Thunder

Mountain  Mining  District  in  Valley  County,  Idaho,  where its

principal lode mining claims are located.



Accounting Policies



Marketable  securities  are  stated  at  market value.  The market

value  is  based  on  quoted  market prices or  other  fair  value

estimates provided by third party portfolio managers.



Exploration Costs



Exploration costs are charged to operations when incurred.



Property and Equipment



Property  and  equipment are carried  at  cost.   Depreciation  is

computed using accelerated  depreciation methods with useful lives

of three to seven years.  Major  additions  and  improvements  are

capitalized.   Costs  of  maintenance  and  repairs,  which do not

improve  or extend the life of the associated assets are  expensed

currently.  When there is a disposition of property and equipment,

the cost and related accumulated depreciation are removed from the

accounts and any gain or loss is reflected in net income.



Accounting Estimates



The  preparation   of  financial  statements  in  conformity  with

generally accepted accounting  principles  requires  management to

make estimates and assumptions that affect the reported amounts of

assets  and  liabilities and disclosures of contingent assets  and

liabilities at  the  date  of  the  financial  statements  and the

reported  amounts  of  revenues  and expenses during the reporting

period.  Actual results could differ from those estimates.



Comprehensive Income



In  1998, the Company adopted Statement  of  Financial  Accounting

Standards  (FAS)  130, "Reporting Comprehensive Income," issued by

the Financial Accounting  Standards  Board  (FASB).   The  Company

reports  accumulated  other  comprehensive  income  as  a separate

component  of  shareowners'  equity.   There  were  no adjustments

required  for the deferred tax effects of the unrealized  gain  or

loss on securities.

















<page> 23

---

THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS



1.   Summary of Significant Accounting Policies (Continued)



Earnings Per Share



The Company  computes  basic earnings per common share by dividing

the net income by the weighted  average  number  of  common shares

outstanding  during  the  period.  Diluted earnings per share  are

calculated by including all  dilutive potential common shares such

as stock options.  Dilutive potential common shares were 9,727,852

in 2001, 2000, and 1999.  No adjustment  to reported net income is

required when computing diluted earnings per share.



2.   Investments



The   Company  has  adopted  Statement  of  Financial   Accounting

Standards  (SFAS)  No.  115, Accounting for Certain Investments in

Debt and Equity Securities.   SFAS  No.  115 establishes generally

accepted  accounting principles for the financial  accounting  and

measurement  and  disclosure  principles  for  (1)  investments in

equity securities that have readily determinable fair market value

and (2) all investments in debt securities.  All of the marketable

securities  held  by  Thunder  Mountain  Gold,  Inc.,  consist  of

securities "available-for-sale", as defined by SFAS No.  115.  The

method used in computing realized gains and losses is the specific

identification method.



The Company has been liquidating investments to provide cash flow.

Marketable  securities  are  stated  at  market value.  The market

value  is  based  on  quoted  market prices or  other  fair  value

estimates provided by third party portfolio managers.  Investments

in small local mining companies are stated at estimated fair value

and classified as non-current investments.



The following information is as  of  December  31,  2001, 2000 and

1999:



2001        2000       1999

-----------------------------------------------------------

Aggregate fair value of

marketable securities   $ 84,142    $231,923   $510,158

Gross unrealized holding

gains                          -     (32,808)  (184,798)

Gross unrealized holding

losses                    41,263      51,773      6,890

-----------------------------------------------------------

Cost basis                 $125,405    $250,888   $332,250

===========================================================



















<page> 24

---

THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS



2.   Investments - (Continued)



Changes in current marketable securities for the twelve months

ended December 31, 2001, 2000, and 1999, are as follows:



2001        2000       1999

-----------------------------------------------------------

Cost, as of January 1      $250,888    $332,250   $249,789

Purchase of shares                -           -     70,680

Sales of shares            (125,483)    (94,951)         -

Dividends and capital

gains reinvested               -      13,589     11,781

Unrealized gain (loss),

As of December 31        (41,263)    (18,965)   177,908

-----------------------------------------------------------

Fair market value as of

December 31             $ 84,142    $231,923   $510,158

===========================================================



Investments consist of the following:



Carrying                Market

Value       Cost      Value

-----------------------------------------------------------

December 31, 2001:



Current investments        $ 84,142    $125,405   $ 84,142

Other investments               170       1,080        170

-----------------------------------------------------------

Total                   $ 84,312    $126,485   $ 84,312

===========================================================

December 31, 2000:



Current investments        $231,923    $250,888   $231,923

Other investments               170       1,080   $    170

-----------------------------------------------------------

Total                   $232,093    $251,968   $232,093

===========================================================



December 31, 1999:



Current investments         $510,158    $332,250   $510,158

Other investments                170       1,080        170

-----------------------------------------------------------

Total                    $510,328    $333,330   $510,328

===========================================================



Other investments consist of small stock holdings in several local

mining companies.

















<page> 25

---

THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS



3.   Mining Claims and Restated Financial statements



Substantially all of the Company's patented and unpatented  claims

in  the  Thunder Mountain Mining district were obtained from major

stockholders  for  cash or newly issued stock.  The purchase price

and capitalized costs  of  the mining claims have been written off

and the financial statements  for  2000,  1999, and 1998 have been

restated   to  reflect  this  adjustment.   The  net   accumulated

capitalized costs charged to the income statement as an impairment

loss for 1998  was  $233,705  and  2000 was $5,000.  No impairment

loss was charged to the income statement for 1999.  For additional

information regarding the mining claims see Note 5.



4.   Income Taxes



The Company has losses for income tax purposes and accordingly has

no income tax provision.



At December 31, 2001, the Company has  $719,083  in  net operating

loss  carry  forward  which  may be used to offset taxable  income

generated by operations, which  will  begin expiring in 2004.  The

Company also has a general business tax  credit  carryover  in the

amount  of  $1,283,  which  may  be  used to offset future federal

income tax liabilities.  This credit will  expire  in  2004.   The

Company also has a foreign tax credit in the amount of $343, which

may be used to offset future federal income tax liabilities.



The  net  operating  loss  and  other  credits carry forward would

normally result in a recorded income tax  benefit.  As a result of

the  uncertainty to continue as a going concern  as  described  in

Note 5,  the  income  tax  benefit  is  fully  reserved and is not

reflected herein.



5.   Uncertainty - Going Concern



The Company's continued existence is dependent upon its ability to

resolve its liquidity problems, principally by obtaining equity or

debt  funding,  sale of the mining claims or production  from  the

mining claims.  While  pursing  additional  funding or sale of its

mining  claims,  the Company must continue to operate  on  limited

cash flow generated from the sale of investments.  The Company has

no revenue from operations  and  has experienced recurring losses.

Management believes that geological,  geophysical, and engineering

data have identified mineralized material  in  place on the mining

claims in commercial quantities to be of value.   The  Company  is

negotiating with the United States Forest Service through the Land

and  Water  Conservation  Funds for sale of its position regarding

the mining claims.

















<page> 26

---

THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS



6.   Litigation



The Company, along with other  similarly  situated  parties,  is a

protestant  against  the  Federal  Government's claims for certain

reserved  water rights for Wild and Scenic  Rivers  Act  purposes.

The matter is in the Idaho State District Court assigned to handle

the Snake River Basin water rights adjudication.  A settlement has

been  tentatively   reached  and  legal  counsel  anticipates  the

settlement will be favorable to Thunder Mountain Gold, Inc.



7.   Exploration Stage Company



Management reviewed the  status of the company and determined that

the  company  has  been an exploration  stage  company  from  1991

through  2001.   Accordingly,   the   financial   statements   and

disclosures report the company as an exploration stage enterprise.

For  information  on  the  prior  period adjustments regarding the

status of the company, see the following note.

8.   Prior Period Adjustment



As of December 31, 1998, the company  had  recorded  as  an  asset

accumulated  capitalized costs pertaining to its mining claims  of

$461,934 and accumulated  depletion of $228,229.  This resulted in

a net book value for the mining  claims  at  December 31, 1998, of

$233,705.   Management  reviewed  the  status of the  company  and

determined that since the company was not  able to report reserves

it had no basis for projecting future cash flows and was therefore

unable  to  support  the  carrying value of the  costs  previously

capitalized.  Accordingly,  the  company  restated  its  financial

statements  for  1998,  1999  and 2000, and recorded an impairment

loss of $233,705 for 1998 and $5,000  for 2000.  No adjustment was

required for 1999.  The adjustment for 1998 increased the loss per

share by $.02 and the effect for 2000 was nil.



As  of December  31,  1997,  the  Company  restated  its financial

statements  for  a  write-down  of  the  Midas  Gold Investment of

$27,389 as a decline in fair value that was other than temporary.



Long - lived   assets   are  reviewed   whenever   indicators   of

impairment are present and  the  undiscounted  cash  flows are not

sufficient  to  recover  the  related  asset  carrying value.   If

impairment  exists,  the carrying amount of the long-lived  assets

will  be reduced to its  estimated  fair  value,  less  any  costs

associated  with  the  final settlement.  As of December 31, 2001,

there was no impairment of the companies long-lived assets.

























<page> 27

---























THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)

SUPPLEMENTAL SCHEDULES



























































































<page> 28

---

















INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTAL SCHEDULES



The Board of Directors

Thunder Mountain Gold, Inc.

Spokane, Washington





Our report on the financial statements  of Thunder Mountain Gold, Inc.,

(an  exploration stage company) is included  in  the  Form  10-KSB  and

covers  the  balance  sheets  as  of December 31, 2001 and 2000 and the

related  statements  of  operations,  cash   flows   and   changes   in

stockholders'  equity  for  each  of the three years ended December 31,

2001, 2000, and 1999.  In connection  with  our audit of such financial

statements, we have also audited the related supplemental schedules, as

follows:



Schedule I -  Marketable Securities - Other Investments

Schedule V -  Property, Plant, and Equipment

Schedule VI - Amortization of Property, Plant, and Equipment



In  our  opinion, the supplemental schedules referred  to  above,  when

considered  in  relation  to  the basic financial statements taken as a

whole, present fairly the information required to be included therein.









April 24, 2002















































<page> 29



---

THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)

SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS



FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000



December 31, 2001

-------------------------------------------------------------------------------------------------------------------------------------------

Column A                          Column B      Column C     Column D           Column E

Amount at Which

Number of       Cost of    Market Value    Issue is Carried

Issuer                            Shares        Shares        Shares       on Balance Sheet

-------------------------------------------------------------------------------------------------------------------------------------------

Munder Future Technology           Mutual Fund                               799      $ 18,622      $ 17,757          $ 17,757

Fund Class B

Pioneer Growth Shares              Mutual Fund                             2,169        42,151        28,356            28,356

Class B

Mass Investors Growth Stock Fund   Mutual Fund                             2,496        46,917        30,051            30,051

Class B

Midas Gold                         Common Shares                           8,396        17,715         7,978              7,978

-------------------------------------------------------------------------------------------------------------------------------------------

Totals                                                          13,860      $125,405      $ 84,142           $ 84,142

-------------------------------------------------------------------------------------------------------------------------------------------

Other stock ownership in inactive companies  Common Shares               164,500      $  1,080      $    170           $    170

-------------------------------------------------------------------------------------------------------------------------------------------

Totals                                                         164,500      $  1,080      $    170           $    170

===========================================================================================================================================



December 31, 2000

----------------------------------------------------------------------------------------------------------------------------------------

Column A                          Column B      Column C     Column D           Column E

Amount at Which

Number of       Cost of    Market Value    Issue is Carried

Issuer                            Shares        Shares        Shares       on Balance Sheet

----------------------------------------------------------------------------------------------------------------------------------------

ML Global Growth                   Mutual Fund                           2,794       $ 44,266      $ 35,405          $ 35,405

Class B

Munder Future Technology           Mutual Fund                           3,361         40,005        29,311            29,311

Fund Class B

Pioneer Growth Shares              Mutual Fund                           2,169         42,151        35,387            35,387

Class B

AIM Value Fund                     Mutual Fund                           2,968         43,502        35,439            35,439

Class B

Mass Investors Growth              Mutual Fund                           2,496         46,917        40,187            40,187

Stock Fund

Class B

Barrick Gold Corporation           Common Shares                         3,000         16,332        49,140            49,140

Midas Gold                         Common Shares                         8,396         17,715         7,054             7,054

----------------------------------------------------------------------------------------------------------------------------------------

Totals                                                        25,184       $250,888      $231,923          $231,923

----------------------------------------------------------------------------------------------------------------------------------------

Other stock ownership in inactive companies  Common Shares             164,500       $  1,080      $    170          $    170

----------------------------------------------------------------------------------------------------------------------------------------

Totals                                                       164,500       $  1,080      $    170          $    170

===========================================================================================================================================

See Notes to Financial Statements.

<page> 30

---

THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)



SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT



FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000, AND 1999

Column A                                                Column B            Column CColumn D    Column E        Column F

Balance at                                 Other        Balance at

Beginning     Additions                   Changes         End of

Description                                          Of Period      At Cost    Retirements   Add (Deduct)      Period

---------------------------------------------------------------------------------------------------------------------------------------------

Year Ended December 31, 2001:

Office Equipment                                            $  7,141      $      -     $      -      $      -       $  7,141

---------------------------------------------------------------------------------------------------------------------------------------------

Totals                                                    $  7,141      $      -     $      -      $      -       $  7,141

---------------------------------------------------------------------------------------------------------------------------------------------

Year Ended December 31, 2000:

Office Equipment                                            $  7,141      $            $             $              $  7,141

Automotive                                                    21,893                    (21,893) (3)                       -

---------------------------------------------------------------------------------------------------------------------------------------------

Totals                                                    $ 29,034      $      -     $(21,893)     $      -       $  7,141

---------------------------------------------------------------------------------------------------------------------------------------------

Year Ended December 31, 1999:

Office Equipment                                            $  6,547      $    594 (1) $             $              $  7,141

Automotive                                                    47,436                    (25,543)                      21,893

---------------------------------------------------------------------------------------------------------------------------------------------

Totals                                                    $ 53,983      $    594     $(25,543)     $      -       $ 29,034

=============================================================================================================================================

(1) Purchase of copier.       (2) Exchange of 1996 Subaru to Jim Collord Sr. in lieu of director fees.

(3) Exchange of 1992 Suburban to E. James Collord in lieu of director fees.































See Notes to Financial Statements.







<page> 31

---

THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)



SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND

AMORTIZATION OF PROPERTY AND EQUIPMENT



FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000, AND 1999

Column A                                           Column B             Column CColumn D    Column E        Column F

Balance at                                  Other        Balance at

Beginning      Additions                   Changes         End of

Description                                         Of Period       At Cost    Retirements   Add (Deduct)      Period

---------------------------------------------------------------------------------------------------------------------------------------------

Year Ended December 31, 2001:

Office Equipment                                           $  6,856       $    114     $      -      $      -       $  6,970

---------------------------------------------------------------------------------------------------------------------------------------------

Totals                                                   $  6,856       $    114     $      -      $      -       $  6,970

---------------------------------------------------------------------------------------------------------------------------------------------

Year Ended December 31, 2000:

Office Equipment                                           $  6,601       $    255     $             $              $  6,856

Automotive                                                   17,842          1,575      (19,417)                           -

---------------------------------------------------------------------------------------------------------------------------------------------

Totals                                                   $ 24,443       $  1,830     $(19,417)     $      -       $  6,856

---------------------------------------------------------------------------------------------------------------------------------------------

Year Ended December 31, 1999:

Office Equipment                                           $  5,806       $    795     $             $              $  6,601

Automotive                                                   26,671          3,350      (12,179)                      17,842

---------------------------------------------------------------------------------------------------------------------------------------------

Totals                                                   $ 32,477       $  4,145     $(12,179)     $      -       $ 24,443

=============================================================================================================================================







Depreciation is calculated using the accelerated depreciation methods with useful lives of three to seven years.





























See Notes to Financial Statements.





<page> 32

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THUNDER MOUNTAIN GOLD, INC.

(An Exploration Stage Company)



SELECTED FINANCIAL DATA





The following is a summary of selected financial data which indicates trends in registrants financial condition and results of operations.





Year Ended December 31,

----------------------------------------------------------------------------------------------------------------------------

Selected Balance Sheet Data                           2001           2000           1999           1998           1997

(Restated -    (Restated -    (Restated -

See Note 3)    See Note 3)    See Note 3)

----------------------------------------------------------------------------------------------------------------------------

Current Assets                                    $  89,717       $239,822        $546,491      $530,307        $659,329



Property and Equipment                                  171            285           4,591        21,506         260,018



Non-Current Investments                                 170            170             170           170             170

----------------------------------------------------------------------------------------------------------------------------

Total Assets                                         90,058        240,277         551,252       551,983         919,517

----------------------------------------------------------------------------------------------------------------------------

Current Liabilities                                   9,860         16,000          27,500        41,250          22,500

----------------------------------------------------------------------------------------------------------------------------

Stockholders' Equity                                 80,198        224,277         523,752       510,733         897,017

----------------------------------------------------------------------------------------------------------------------------





Selected Operational Data



----------------------------------------------------------------------------------------------------------------------------

Royalty Revenue                                           -              -               -             -          62,500

----------------------------------------------------------------------------------------------------------------------------

Other Revenue and Gains (Losses)                    (21,151)        67,823         126,817      (216,845)         (2,800)

----------------------------------------------------------------------------------------------------------------------------

Net Income (Loss)                                  (121,782)      (102,602)         37,050      (359,389)        (10,139)

----------------------------------------------------------------------------------------------------------------------------



Net Income (Loss) Per Share                       $   (0.01)      $  (0.01)       $    NIL      $  (0.04)       $    NIL

----------------------------------------------------------------------------------------------------------------------------



No dividends have been paid by the Company.



See Notes to Financial Statements.

</r>

<page> 33



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THUNDER MOUNTAIN GOLD, INC.

FORM 10KSB/A

FOR THE YEAR ENDED DECEMBER 31, 2001



ITEM  8:  DISAGREEMENTS  ON  ACCOUNTING  AND  FINANCIAL  DISCLOSURE



During the year ended December 31, 2001 there were no disagreements between the  Company  and  its     independent  certified  public accountants concerning accounting  and  financial  disclosure.



PART III



ITEM  9:  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT



(a)     Identification  of  Directors:



E. James Collord, Age 53 - President and Director - Mr. Collord has been an officer and Director of the Registrant since 1978.



Robin S. McRae, Age 59 - Secretary/Treasurer and Director - Dr. McRae has been an officer and Director of the Registrant since 1978.



Pete Parsley, Age 38 - Director and Thunder Mountain Project Manager.  Mr. Parsley has been a director since 1999.



Ronald Yanke, Age 62, - Director



(b)     IDENTIFICATION  OF  EXECUTIVE  OFFICERS



This information is contained in paragraph (a) above.



(c)     FAMILY  RELATIONSHIPS



Dr. Robin S. McRae is the cousin of E. James Collord, the President of the Registrant.



(d)     BUSINESS  EXPERIENCE



E. James Collord has a Masters of Science degree in exploration geology from the Mackay School of Mines, University of Nevada.  He has been a mining professional since 1973, employed as a mill construction superintendent, exploration geologist, mine construction and reclamation manager, and in environmental and lands management.  He is currently actively employed as Environmental and Land Superintendent at a large gold mine near  Elko, Nevada.



Robin S. McRae is a graduate of the Pacific College of Optometry and is a practicing optometrist.  He is the grandson of Daniel C. McRae, and original locator of many of the gold prospects in the Thunder Mountain Gold Mining District, and is the son of Robert J. McRae, author of numerous geological reports concerning the Thunder Mountain Mining District.  His knowledge of mining and related exploratory activities is derived from three generations of ownership of the Sunnyside Group of Claims which the Registrant now owns.



Pete Parsley has a Masters in Science degree in geology form the University of Idaho.  He has been a mining professional since 1985 with experience in gold exploration, mine development, construction, reclamation, and environmental compliance and permitting.  He has been associated with the Thunder Mountain project since 1985.

<page>  34

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THUNDER MOUNTAIN GOLD, INC.

FORM 10KSB/A

FOR THE YEAR ENDED DECEMBER 31, 2001



Ron Yanke is a successful Boise-based businessman, including owner of the 57-year old Yanke Machine Shop.  He also is an owner of Yanke Energy (cogeneration plants), has timber interests and is part owner of the Dewey Mining Company.



(e)     DIRECTORSHIPS



None  of  the directors of the Registrant is a director of any other corporation subject  to  the requirements of Section 12 or Section 15(d) of the Exchange Act of  1934.



(f)     INVOLVEMENT  IN  CERTAIN  LEGAL  PROCEEDINGS



None  of  the Officers and Directors of the Registrant has been involved in any  bankruptcy,  insolvency,  or  receivership  proceedings as an individual or member  of  any  partnership  or  corporation; none has ever been convicted in a criminal  proceeding  or  is  the  subject  of  a  criminal proceeding presently pending.  None has been involved in proceedings concerning his ability to act as an  investment  advisor, underwriter, broker, or dealer in securities, or to act in  a  responsible  capacity  for  investment  company,  bank  savings  and loan association,  or  insurance  company or limiting his activity in connection with the purchase and sale of any security or engaging in any type business practice. None  has  been  enjoined  from  engaging in any activity in connection with any violation  of  federal  or  state  securities  laws nor been involved in a civil action  regarding  the  violation  of  such  laws.



(g)     PROMOTERS  AND  CONTROL  PERSONS



Not  applicable



ITEM  10:  EXECUTIVE  COMPENSATION



(a)     CASH  COMPENSATION



None of the executive officers or Directors received $50,000 or more during 2000.



All officers and Directors, of which there were five* at various times during 2000, received the sum of $40,000 distributed as follows:



E.  James  Collord          Vice  President/Director          $12,000*

Robin  S.  McRae            Secretary/Treasury                $10,000

Ron  Yanke                  Director                    No compensation

Pete  Parsley               Director/Project  Manager         $ 5,000



Note:  Includes  $7,000 value of company owned vehicle transferred to Mr. Collord in lieu of second half director's fee payment.













<page>  35

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THUNDER MOUNTAIN GOLD, INC.

FORM 10KSB/A

FOR THE YEAR ENDED DECEMBER 31, 2001



(b)       BONUSES  AND  DEFERRED  COMPENSATION:



Budgeted  Arrangements  (in  2001):



E.  James  Collord          $10,000

Robin  S.  McRae            $10,000

Ron  Yanke                    None

Pete  Parsley               $10,000



(c)     OTHER  COMPENSATION



There are no remuneration payments to any officer or Director other than those set forth in (a) above.



(d)     COMPENSATION  OF  DIRECTORS



Other arrangements:  There are no arrangements for remuneration for services as a Director in addition to the standard arrangements.



(e)     TERMINATION  OF  EMPLOYMENT  AND  CHANGE  OF  CONTROL  ARRANGEMENT



There are no compensatory plans or arrangements for compensation of any Director in the event of his termination of employment and resignation, retirement, etc.





ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



(a)     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS



The following are known to the Registrant to be the beneficial owners of more than five percent (5%) of the  Registrant's voting securities:



Common  Stock   Ronald  C.  Yankee          1,883,525 shares of          19.36%

P.O. Box 5405,              record and beneficially

Boise, ID 83715



(b)     THE  SECURITY  HOLDINGS  OF  MANAGEMENT  ARE  AS  FOLLOWS



Common  Stock   Ellis  J.  Collord            239,250 shares of           2.46%

record  and  beneficially



Common  Stock   Dr.  Robin  S.  McRae          91,955 shares of            .95%

record and beneficially

Total of all Officers and Directors:           61,205 shares of           6.29%

record  and  beneficially















<page>  36

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THUNDER MOUNTAIN GOLD, INC.

FORM 10KSB/A

FOR THE YEAR ENDED DECEMBER 31, 2001



ITEM  12:  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS



(a)     TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS



Other than payments of compensation to the Directors of the company, there have been no other transactions with:



Any  Director  or  executive  officer

Any  Nominee  for  election  as  a  director

Any  immediate  family  member  of  any  of  the forgoing,  or

Any  security  holder  known  to  the  issuer  to  own beneficially or of

record  more  than 5%  of  the  Registrant's  voting securities other

than  transactions  disclosed  in ITEM 12.



(b)  CERTAIN  BUSINESS  RELATIONSHIPS



There have been no unusual business relationships during the last fiscal year of the Registrant between the Registrant or affiliates as described in Item 404 (b)(1-6) of the Regulation S-K.



(c)     INDEBTEDNESS  OF  MANAGEMENT



No Director or executive officer or nominee for Director, or any member of the immediate family of such has been indebted to the Company during the past year.





(d)     TRANSACTIONS  WITH  PROMOTERS



Not  Applicable



PART IV



ITEM 13:  EXHIBIT, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K



(a)     FINANCIAL  STATEMENTS



Included  in  Part  II  of  this  report.



(b)     REPORTS  ON  FORM  8-K



No  reports on Form 8-K  were filed during the last calendar year 2000.

























<page>  37

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THUNDER MOUNTAIN GOLD, INC.

FORM 10KSB/A

FOR THE YEAR ENDED DECEMBER 31, 2001



ITEM 14.  CONTROLS AND PROCEDURES



Based on their most recent evaluation, which was completed within 90 days of the filing of this Form 10-QSB, the Company's treasurer and president believe the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that information required to be disclosed by the Company in this report is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.  There were no significant changes in the Company's internal controls or other factors that could  significantly affect these controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.











SIGNATURES



Pursuant  to  the  requirements of Section 143 of the Securities Exchange Act of 1934,  the registrant  has duly  caused  this  report to be signed on its behalf the undersigned, thereunto duly  authorized.





THUNDER  MOUNTAIN  GOLD,  INC.



/s/ James Collord

By  __________________________________

E.  James  Collord

President  and  Director

Chief  Executive  Officer

Date: April 18, 2003



Pursuant  to  the  requirements of the Securities Act of 1934 this report signed below  by  the  following  person on   behalf  of  the  Registrant  and  in  the capacities on the date indicated.







/s/ Robin S. McRae

By  ____________________________________

Robin  S.  McRae

Secretary/Treasurer and

Director and Chief Financial Officer

Date: April 18, 2003











Page 38

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CERTIFICATION OF CHIEF EXECUTIVE OFFICER



I, E. James Collord, certify that:



1.  I have reviewed this revised annual report on Form 10-KSB/A of Thunder Mountain Gold, Inc;



2.  Based on my knowledge, this revised annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this revised annual report;



3.  Based on my knowledge, the financial statements, and other financial information included in this revised annual report, fairly present, in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this revised annual report;



4.  I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this revised annual report is being prepared;

b)

evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this revised annual report (the “Evaluation Date”); and

c)

presented in this revised annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5.  I have disclosed, based on my most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):



a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and



6.  I have indicated in this revised annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



/s/ James Collord

-----------------------------------------

E. James Collord, President, Director and CEO

Date: April 18, 2003

---

CERTIFICATION OF CHIEF FINANCIAL OFFICER



I, Robin S. McRae, certify that:



1.  I have reviewed this revised annual report on Form 10-KSB/A of Thunder Mountain Gold, Inc;



2.  Based on my knowledge, this revised annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this revised annual report;



3.  Based on my knowledge, the financial statements, and other financial information included in this revised annual report, fairly present, in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this revised annual report;



4.  I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this revised annual report is being prepared;

b)

evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this revised annual report (the “Evaluation Date”); and

c)

presented in this revised annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5.  I have disclosed, based on my most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):



a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and



6.  I have indicated in this revised annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



/s/ Robin S. McRae

-----------------------------------------

Robin  S.  McRae

Secretary/Treasurer and Director and Chief Financial Officer

Date: April 18, 2003