U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K





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


EXCHANGE ACT OF 1934





For the fiscal year ended April 30, 2011





Commission file number: 333-169066





TUNDRA GOLD CORP.


(Exact name of registrant as specified in its charter)





Nevada

27-2019656(State of incorporation)

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





200 S Virginia, 8th Floor


Reno, Nevada, 89501


(Address of principal executive offices)





(775) 398-3012


(Registrant’s telephone number, including area code)





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


None





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


Common Stock, $0.0001 par value





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ̈     No x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ̈     No x





Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No  ̈





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x





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





Large accelerated filer  ̈
Accelerated filer  ̈Non-accelerated filer  ̈

(Do not check if a smaller reporting company)
Smaller Reporting Company x





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





The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as of October 31, 2010 was approximately $0.





The number of shares of the issuer’s common stock issued and outstanding as of July 29, 2011 was 25,940,000 shares.





Documents Incorporated By Reference:  None


1


TABLE OF CONTENTS





PageGlossary of Mining Terms
3PART IItem 1
Business
6Item 1A
Risk Factors
9Item 1B
Unresolved Staff Comments
14Item 2
Properties
15Item 3
Legal Proceedings
24Item 4
(Removed and Reserved)
24PART IIItem 5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
24Item 6
Selected Financial Data
25Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations
25Item 7A
Quantitative and Qualitative Disclosures About Market Risk.
30Item 8
Financial Statements and Supplementary Data.
30Item 9
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
31Item 9A
Controls and Procedures
31Item 9B
Other Information
32PART IIIItem 10
Directors, Executive Officers and Corporate Governance
33Item 11
Executive Compensation
34Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
36Item 13
Certain Relationships and Related Transactions, and Director Independence
36Item 14
Principal Accountant Fees and Services
37PART IVItem 15
Exhibits, Financial Statement Schedules
38SIGNATURES

52





2


Glossary of Mining Terms





Adit(s),Historic working driven horizontally, or nearly so into a hillside to explore for and exploit ore.





Adularia.A potassium-rich alteration mineral – a form of orthoclase.





Ag.Elemental symbol for silver.





Air track holes.Drill hole constructed with a small portable drill rig using an air-driven hammer.





Au.Elemental symbol for gold.





Core holes.A hole in the ground that is left after the process where a hollow drill bit with diamond chip teeth is used to drill into the ground. The center of the hollow drill fills with the core of the rock that is being drilled into, and when the drill is extracted, a hole is left in the ground.





Felsic Tertiary Volcanic Rocks. Quartz-rich rocks derived from volcanoes and deposited between two and sixty-five million years ago.





Geochemical sampling.Sample of soil, rock, silt, water or vegetation analyzed to detect the presence of valuable metals or other metals which may accompany them. For example, arsenic may indicate the presence of gold.





Geologic mapping.Producing a plan and sectional map of the rock types, structure and alteration of a property.





Geophysical survey.Electrical, magnetic, gravity and other means used to detect features, which may be associated with mineral deposits.





Leaching. Leaching is a cost effective process where ore is subjected to a chemical liquid that dissolves the mineral component from ore, and then the liquid is collected and the metals extracted from it.





Level(s),Main underground passage driven along a level course to afford access to stopes or workings and provide ventilation and a haulage way for removal of ore.





Magnetic lows.An occurrence that may be indicative of a destruction of magnetic minerals by later hydrothermal (hot water) fluids that have come up along faults. These hydrothermal fluids may in turn have carried and deposited precious metals such as gold and/or silver.





Plug.A vertical pipe-like body of magma representing a volcanic vent similar to a dome.





Quartz Monzonite.A medium to coarse crystalline rock composed primarily of the minerals quartz, plagioclase and orthoclase.





Quartz Stockworks.A multi-directional system of quartz veinlets.


3


RC holes.Short form for Reverse Circulation Drill holes. These are holes left after the process of Reverse Circulation Drilling.





Resource.An estimate of the total tons and grade of a mineral deposit defined by surface sampling, drilling and occasionally underground sampling of historic diggings when available.





Reverse circulation drilling.A less expensive form of drilling than coring that does not allow for the recovery of a tube or core of rock. The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis. This is a quicker and cheaper method of drilling, but does not give as much information about the underlying rocks.





Scoping Study.A detailed study of the various possible methods to mine a deposit.





Sedimentation. The process of deposition of a solid material from a state of suspension or solution in a fluid (usually air or water).





Silicic dome.A convex landform created by extruding quartz-rich volcanic rocks.





Stope(s). An excavation from which ore has been removed from sub-vertical openings above or below levels.





Tertiary.That portion of geologic time that includes abundant volcanism in the western U.S.





Trenching.A cost effective way of examining the structure and nature of mineral ores beneath gravel cover. It involves digging long usually shallow trenches in carefully selected areas to expose unweathered rock and allow sampling.





Tuffaceous. Pertaining to sediments which contain up to 50% tuff.





Volcanic center.Origin of major volcanic activity.





Volcanoclastic.Coarse, unsorted sedimentary rock formed from erosion of volcanic debris.





4


Forward-Looking Statements





This Annual Report on Form 10-K contains forward-looking information. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management of Tundra Gold Corp. (the “Company”, “Tundra”, or “we”) and other matters. Forward-looking information may be included in this Annual Report on Form 10-K or may be incorporated by reference from other documents filed with the Securities and Exchange Commission (the “SEC”) by the Company. One can find many of these statements by looking for words including, for example, “believes,” “expects,” “anticipates,” “estimates” or similar expressions in this Annual Report on Form 10-K or in documents incorporated by reference in this Annual Report on Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.





The Company has based the forward-looking statements relating to the Company’s operations on management’s current expectations, estimates and projections about the Company and the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, the Company’s actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.








5


PART I


Item 1.                      Description of Business.





We are engaged in natural resource exploration and anticipate acquiring, exploring, and if warranted and feasible, developing natural resource properties. Currently we are in the exploration state and are undertaking two exploration programs in Nevada.





History





We were incorporated under the laws of the State of Nevada on September 16, 2009 under the name Titan Gold Corp.  On February 25, 2010, the Company amended its articles of incorporation to change its name from Titan Gold Corp. to Tundra Gold Corp. We are an exploration-stage company as defined by the SEC and we are in the business of exploring, and if warranted, advancing mineral properties to the discovery point where we believe maximum shareholder returns can be realized. Our primary focus is in the gold sector.





On March 19, 2010, we issued an aggregate of 20,000,000 shares of our common stock to Gurpartap Singh Basrai our founder, President, Chief Executive Officer, Chairman, and Director.  The shares were issued in consideration for the payment of $2,000.





On April 26, 2010, we completed a private placement pursuant to which we issued an aggregate of 3,500,000 shares of common stock at a purchase price of $0.01 per share to accredited investors for gross proceeds of $35,000.





On May 15, 2010, William P. Eastwood was appointed to our Board of Directors.





On May 18, 2010 we executed a Minerals Lease and Agreement with MinQuest, Inc., a natural resource exploration company (“MinQuest”) whereby we obtained the right to conduct mineral exploration activities on and in the property known as the Marietta.  The Marietta consists of five unpatented mineral claims and is located in Mineral County, Nevada.  Upon execution of the Lease Agreement, we paid MinQuest $5,000 as well as reimbursed MinQuest $756 relating to property holding costs.





On May 28, 2010, we completed a private placement pursuant to which we issued an aggregate of 1,240,000 shares of common stock at a purchase price of $0.05 per share to accredited investors for gross proceeds of $62,000.





The private placements were completed by relying on the exemption from the registration requirements of the Securities Act provided by Regulations S or D and/or Section 4(2) of the Securities Act.





On April 4, 2011, we executed a second property option agreement with MinQues granting us the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest,.  The property known as the Crescent Fault Property is located in Eureka County, Nevada and currently consists of 33 unpatented claims.  Upon execution of the agreement, we paid MinQuest $20,000 as well as reimbursed MinQuest $7,920 relating to property holding costs.


6


Also on April 4, 2011, we closed a private placement pursuant to which we issued an aggregate of 1,200,000 common shares at $0.25 per share to three non-U.S. persons for a total offering price of $300,000.  The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended.





Business Operations





We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, developing natural resource properties. Our primary focus in the natural resource sector is gold. We are an exploration stage company. We do not consider ourselves a “blank check” company required to comply with Rule 419 of the Securities and Exchange Commission, because we were not organized for the purpose of effecting, and our business plan is not to effect, a merger with or acquisition of an unidentified company or companies, or other entity or person. We do not intend to merge with or acquire another company in the next 12 months.





Though we have the expertise on our board of directors to take a resource property that hosts a viable ore deposit into mining production, the costs and time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term. Therefore, we anticipate selling or partnering any ore bodies that we may discover to a major mining company. Many major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. By selling or partnering a deposit found by us to these major mining companies, it would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and it would also provide future capital for the Company to continue operations.





The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the properties we have optioned in Nevada contain commercially exploitable reserves. Exploration for natural reserves is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and any money spent on exploration would be lost.





Natural resource exploration and development requires significant capital and our assets and resources are limited. Therefore, we anticipate participating in the natural resource industry through the selling or partnering of our properties, the purchase of small interests in producing properties, the purchase of properties where feasibility studies already exist or by the optioning of natural resource exploration and development projects. To date we have two properties under option, and are in the early stages of exploring these properties. There has been no indication as yet that any commercially viable mineral deposits exist on these properties, and there is no assurance that a commercially viable mineral deposit exists on any of our properties. Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined.


7


Competition





The mineral exploration industry, in general, is intensively competitive and even if commercial quantities of ore are discovered, a ready market may not exist for sale of same. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our not receiving an adequate return on invested capital.





Government Regulation





The federal government and various state and local governments have adopted laws and regulations regarding the protection of natural resources, human health and the environment. We will be required to conduct all exploration activities in accordance with all applicable laws and regulations. These may include requiring working permits for any exploration work that results in physical disturbances to the land and locating claims, posting claims and reporting work performed on the mineral claims. The laws and regulations may tell us how and where we can explore for natural resources, as well as environmental matters relating to exploration and development. Because these laws and regulations change frequently, the costs of compliance with existing and future environmental regulations cannot be predicted with certainty.





Any exploration or production on United States Federal land will have to comply with the Federal Land Management Planning Act which has the effect generally of protecting the environment. Any exploration or production on private property, whether owned or leased, will have to comply with the Endangered Species Act and the Clean Water Act. The cost of complying with environmental concerns under any of these acts varies on a case-by-case basis. In many instances the cost can be prohibitive to development. Environmental costs associated with a particular project must be factored into the overall cost evaluation of whether to proceed with the project.





Other than the normal bonding requirements, there are no costs to us at the present time in connection with compliance with environmental laws. However, since we do anticipate engaging in natural resource projects, these costs could occur at any time. Costs could extend into the millions of dollars for which we could be liable. In the event of liability, we would be entitled to contribution from other owners so that our percentage share of a particular project would be the percentage share of our liability on that project. However, other owners may not be willing or able to share in the cost of the liability. Even if liability is limited to our percentage share, any significant liability would wipe out our assets and resources.





Employees





We have commenced only limited operations. Therefore, we have no full time employees. Our sole officer and three directors provide planning and organizational services for us on a part-time basis.





8


Subsidiaries





We do not have any subsidiaries and we are not part of a group.





Item 1A.                      Risk Factors





Factors that May Affect Future Results





1. We will require additional funds in the future to achieve our current business strategy and our inability to obtain funding will cause our business to fail.





Based upon current plans we expect to incur operating losses in future periods. This will happen because there are expenses associated with the acquisition and exploration of natural resource properties. We have sufficient cash on hand to fund our operating needs to April 30, 2012. However, we will need to raise additional funds through public or private debt or equity sales in order to fund our future operations and fulfill contractual obligations. These financings may not be available when needed. Even if these financings are available, it may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our inability to obtain financing would have an adverse effect on our ability to implement our current exploration in Nevada, and as a result, could require us to diminish or suspend our operations and possibly cease our existence. Obtaining additional financing would be subject to a number of factors, including the market prices for the mineral property and silver and copper. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.





2. If we do not complete the required option payments and capital expenditure requirements mandated in our respective agreements with MinQuest, Inc. (“MinQuest”) we will lose our interest in that respective property and our business may fail.





If we do not make all of the property payments to MinQuest or incur the required expenditures in accordance with the respective property option agreements we will lose our option to acquire the respective property for which we have not made the payments and may not be able to continue to execute our business objectives if we are unable to find an alternate exploration interest. Since our payment obligations are non-refundable, if we do not make any payments, we will lose any payments previously made and all our rights to the properties.





3. Because of our reliance on MinQuest our operations would be severely impacted should our relationship with MinQuest be terminated for any reason.





Both of our properties have been leased or optioned from MinQuest.  In addition, to date all of our exploration activity on these properties has been undertaken by MinQuest.  As a result, MinQuest has significant knowledge about our properties and it would be very difficult for us to replace MinQuest should our relationship with them be terminated for any reason.  To date, there have not been any conflicts between the Company and MinQuest.


9


4. Because our Officer and Directors serve as Officers and Directors of other companies engaged in mineral exploration, a potential conflict of interest could negatively impact our ability to acquire properties to explore and to run our business.





All of our Directors and Officers work for other mining and mineral exploration companies.  Due to time demands placed on our Directors and Officers, and due to the competitive nature of the exploration business, the potential exists for conflicts of interest to occur from time to time that could adversely affect our ability to conduct our business. The Officers and Directors’ full-time employment with other entities limits the amount of time they can dedicate to us as a director or officer. Also, our Directors and Officers may have a conflict of interest in helping us identify and obtain the rights to mineral properties because they may also be considering the same properties. To mitigate these risks, we work with several geologists in order to ensure that we are not overly reliant on any one of our Directors to provide us with geological services.  However, we cannot be certain that a conflict of interest will not arise in the future.  To date, there have not been any conflicts of interest between any of our Directors or Officers and the Company.





5. Because of the speculative nature of exploration and development, there is a substantial risk that our business will fail.





The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the properties we have in Nevada contain commercially exploitable reserves. Exploration for natural reserves is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.





6. Because we have not commenced business operations, we face a high risk of business failure due to our inability to predict the success of our business.





We are in the initial stages of exploration of our mineral claims and thus have no way to evaluate the likelihood that we will be able to operate our business successfully. To date have been involved primarily in organizational activities, and the acquisition and exploration of the mineral claims. We have not earned any revenues as of the date of this report.





7. Because of the unique difficulties and uncertainties inherent in mineral exploration and the mining business, we face a high risk of business failure.





Potential investors should be aware of the difficulties normally encountered by early-stage mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.





10


In addition, the search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.





8. Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability.





Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. Therefore, we expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of our mineral claims we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.





9. Because access to our mineral claims is restricted by inclement weather we may be delayed in our exploration.





Access to our mineral properties is restricted through some of the year due to weather in the local area. As a result, any attempt to test or explore the property is largely limited to the times when weather permits such activities. These limitations can result in significant delays in exploration efforts. Such delays can have a significant negative effect on our results of operations.





10. Because our President has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.





Mr. Basrai, our sole officer, owns and operates several businesses.  As a result of his duties and responsibilities with the other businesses Mr. Basrai provides his management services to a number of companies. Because we are in the early stages of our business, Mr. Basrai will not be spending all of his time working for the Company. Mr. Basrai will expend enough time to oversee the work programs that have been approved by the Company.  Later, if the demands of our business require additional time from Mr. Basrai, he is prepared to adjust his timetable to devote more time to our business. However, it still may not be possible for Mr. Basrai to devote sufficient time to the management of our business, as and when needed, especially if the demands of Mr. Basrai’s other interests increase. Competing demands on Mr. Basrai’s time may lead to a divergence between his interests and the interests of our shareholders.





11


11. Mr. Eastwood is a director of our Company and also periodically performs consulting work for MinQuest which could lead to a conflict of interest between Mr. Eastwood, the Company, and MinQuest.





Mr. Eastwood is a contract geologist for MinQuest and is also a director of our Company.  There is a risk that Mr. Eastwood may have a conflict of interest regarding the time he has available to perform duties for the Company if his responsibilities with MinQuest did not allow him to be available to the Company.  In addition, there is a risk that he may become aware of information regarding our properties that may put him in a conflict of interest situation with either MinQuest or the Company.  To date, Mr. Eastwood has not undertaken any work on the Company’s property as all work performed by MinQuest has been completed by other MinQuest contractors.  In addition, the time required of Mr. Eastwood by the Company has not to-date created a conflict between the Company and MinQuest.





12. As we undertake exploration of our mineral claims, we will be subject to compliance with government regulation that may increase the anticipated cost of our exploration programs.





There are several governmental regulations that materially restrict mineral exploration. We will be subject to the federal, state and local laws of the United States and Nevada as we carry out our exploration programs. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration programs.





13. Our auditors’ opinion on our April 30, 2011 and 2010 financial statements includes an explanatory paragraph in respect of there being substantial doubt about our ability to continue as a going concern.





We have incurred net losses of $99,484 from September 16, 2009 (inception) to April 30, 2011.  Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.  We anticipate generating losses for at least the next 12 months.  Therefore, there is substantial doubt about our ability to continue operations in the future as a going concern.  We will need to obtain additional funds in the future.  Our plans to deal with this cash requirement include loans from existing shareholders, raising additional capital from the public or private sale of equity or entering into a strategic arrangement with a third party.  If we cannot continue as a viable entity, our shareholders may lose some or all of their investment in our company.





12


14. Our principal shareholder who is also a director and our sole officer owns a controlling interest in our voting stock and investors will not have any voice in our management, which could result in decisions adverse to our general shareholders.





Our sole officer owns 80.84% our outstanding common stock. As a result he has the ability to control substantially all matters submitted to our stockholders for approval including:





·
election  of  our  board  of  directors;


·
removal  of  any  of  our  directors;


·
amendment  of  our  Articles of Incorporation  or  bylaws;  and


·
adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.





As a result of his ownership and position, our sole executive officer is able to influence all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions.  In addition, it is possible for our sole executive officer to modify his share purchase agreement such that he could force the repurchase of his shares and remain on the board.  Also, sales of significant amounts of shares held by our sole executive officer, or the prospect of these sales, could affect the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the value of your investment in the Company may decrease.  Management's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.








RISKS RELATING TO OUR COMMON SHARES





15. We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.





Our Articles of Incorporation authorize the issuance of 100,000,000 common shares, of which 25,940,000 shares are issued and outstanding.  The future issuance of our common shares may result in substantial dilution in the percentage of our common shares held by our then existing shareholders. We may value any common shares issued in the future on an arbitrary basis.  The issuance of common shares for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common shares.





16. Our common shares are subject to the "Penny Stock" Rules of the SEC and we have no established market for our securities, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.





The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions.  For any transaction involving a penny stock, unless exempt, the rules require:




13





·
that a broker or dealer approve a person’s account for transactions in penny stocks; and·
the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.





In order to approve a person's account for transactions in penny stocks, the broker or dealer must:





·
obtain financial information and investment experience objectives of the person; and·
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.





The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:





·
sets forth the basis on which the broker or dealer made the suitability determination; and·
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.





Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules.  This may make it more difficult for investors to dispose of our common shares and cause a decline in the market value of our stock.





Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.  Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.





17. Because we do not intend to pay any cash dividends on our common shares, our stockholders will not be able to receive a return on their shares unless they sell them.





We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common shares in the foreseeable future.  Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.




Item 1B.                      Unresolved Staff Comments





There are no unresolved staff comments.





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Item 2.                      Description of Properties.





We do not own any real property. We currently maintain our corporate office space at 200 S Virginia, 8th Floor, Reno, Nevada, 89501 pursuant to a one-year lease for $169 per month.  Management believes that our office space is suitable for our current needs.





In the following discussion relating to our interests in real property, there are references to “patented” mining claims and “unpatented” mining claims. A patented mining claim is one for which the U.S. government has passed its title to the claimant, giving that person title to the land as well as the minerals and other resources above and below the surface. The patented claim is then treated like any other private land and is subject to local property taxes. An unpatented mining claim on U.S. government lands establishes a claim to the locatable minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes. No title to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to) the claim. If one purchases an unpatented mining claim that is later declared invalid by the U.S. government, one could be evicted.








15


Map of our Marietta and Crescent Fault Properties located in Nevada.








16


Marietta Property





Acquisition of Interest





On May 18, 2010 we executed the Minerals Lease and Agreement with MinQuest whereby we obtained the right to conduct mineral exploration activities on and in the property with the subsequent right to participate in the development of minerals from the property.  There are no minimum annual exploration expenditures required under the Lease Agreement.  However, any exploration programs undertaken by us during the lease period shall carryforward and be credited against any future property option agreement should such a property option agreement be executed between us and MinQuest.  Upon execution of the Lease Agreement, we paid MinQuest $5,000 as well as reimbursed MinQuest $756 relating to property holding costs.





Under the agreement with MinQuest, all of our payment obligations are non-refundable.  If we do not make any payments under the agreement we will lose any payments made and all our rights to the property.  MinQuest has retained a 3% royalty of the aggregate proceeds received by the Company from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties.  All of the $5,000 annual lease payments under the agreement shall be treated as advance royalty payments and will be an offset to the production royalty due until the total amount paid to lessor has been recouped.





The Company may use MinQuest for its mineral exploration expertise on the property. Furthermore, both the Company and MinQuest have the right to assign, sell, mortgage or pledge their rights in the agreement or on the property.





The Lease Agreement will terminate if the Company fails to comply with any of its obligations under the Agreement and fails to cure such alleged breach. If the Company gives notice that it denies a default has occurred, the matter shall be determined finally through such means of dispute resolution as such matter has been subjected to by either party.  The agreement can be terminated by the Company by providing MinQuest with 60 days written notice.





Description and Location of the Marietta Property





The Marietta is located in Mineral County, Nevada and currently consists of 5 unpatented claims.  The town of Mina is 50 km away and Tonopah is 120 km north.





17


Exploration History of the Marietta Property





Exploration history includes some small unrecorded production from the property that likely occurred between the early 1900’s and 1940’s.  Modern exploration was confined to work conducted by American Gold Resources (“AGR”) from 1989 to 1992.  AGR completed a total of 59 drill holes testing the above referenced resource area.  Of this amount, 33 holes were drilled on 50 feet centers while the remaining holes were drilled on 200 feet centers.  Drilling to a depth of 350 feet has defined a mineralized zone that is mostly hosted within a graben of calcareous sandstone with quartz veins.  A graben is an elongated depression between geologic faults and a vein is a narrow mass of rock intersecting other rocks, and filling inclined or vertical fissures not corresponding with the stratification.  Further work is needed to determine the strike and extent and depth of the mineralization.





Geology of the Marietta





The Marietta is located within the Walker Lane trend.  The Walker Lane is a linear north-northwest trending depression extending some 800 km (500 miles) north from the Garlock Fault-Las Vegas area to south-central Oregon. Within it are Walker, Goose, and Pyramid Lakes. This trough is part of the Walker Lane Fault Zone, a major tectonic system that includes Owens and Death Valleys and several prominent faults, and is the site of many contemporary earthquakes. Located at the juncture of two contrasting tectonic styles, the Sierra Nevada and the Basin and Range, the Walker Lane region is deforming in a complex way by both extensional and transcurrent (sliding) fault movements





The Walker Lane shear zone straddles the border between Nevada and California and has a long history of exploration and mining, dating back to the discovery of the famous Comstock Lode in the late 1850s. The Walker Lane is notable for its numerous occurrences of volcanic-hosted epithermal gold and silver deposits.  The project area covers sheared and brecciated silciclastic rocks of the Triassic Excelsior Formation intruded by a porphyryitic quartz-monzonite of Laramide age.  The mineralized zone is mostly hosted within a graben of calcareous sandstone with quartz veins.





Current State of Exploration





The Marietta claims presently do not have any mineral resources or reserves. There is no mining plant or equipment located within the property boundaries. Currently, there is no power supply to the mineral claims.





18


Geological Exploration Program





MinQuest has provided a work plan for the first year that will include scanning all currently available data, georeferencing all maps in order to digitize drill hole locations, geology and geochemistry.  A spread sheet of drill hole information will be compiled from the known historical drilling.  All drill hole coordinates, drill hole assays, oxidation boundaries and lithology will be entered into a spread sheet allowing the development of cross-sections in electronic form using industry software.  A ground truth of drill hole locations will be performed with a GPS to assess the accuracy of the data.  If any underground workings are open, mapping and sampling will be carried out on those underground workings that remain open to determine the attitude of bedding, underground grades and depth of oxidation.





MinQuest has commenced work according to the work plan. In October 2010, the process of scanning and digitizing the historical data was begun.  The total work plan is expected to incur approximately 1,000 hours that will range from time spent scanning data to analysis by geologists.  The work will be completed by MinQuest and its network of contractors.  Herb Duerr, a geologist and the Vice President of MinQuest will do the field work, management, and senior level analysis while a junior level geologist of Desert Pacific, is currently performing the data scanning.  Nevada Blue has been scanning and printing the larger items.  It is not expected that Mr. Eastwood, a director of the Company and a part-time consultant to MinQuest , will be performing any of the work to be done by MinQuest or its network of subcontractors on the Marietta property. While the Company has no written agreements with MinQuest or its network of subcontractors, MinQuest has informed us that the work to be done on the Marietta property will be performed by the Herb Duerr, employees of his company Desert Pacific and Nevada Blue.  It is currently anticipated that this work will be completed by the fall of 2011 and in order to complete the work plan in this time frame it will take approximately 40 hours of time per week.





These results will be evaluated to determine if one or more precious metals may exist within the property boundaries.  Our planned program includes compilation of all activities to the present with the goal of producing an outline of mineralized areas that will guide further exploration drilling.  However, this program is exploratory in nature and no minable reserves may ever be found.





Crescent Fault Property





Acquisition of Interest





On April 4, 2011, Tundra executed a property option agreement (the “Agreement”) with MinQuest granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest, a natural resource exploration company.  The property known as the Crescent Fault Property is located in Eureka County, Nevada and currently consists of 33 unpatented claims (the ‘Property”).





19


Annual option payments and minimum annual exploration expenditures under Agreement are as noted below:


Property

WorkPayments

ExpendituresUpon Execution of the Agreement
$
20,000
$
-By April 4, 2012

20,000

200,000By April 4, 2013

65,000

200,000By April 4, 2014

45,000

200,000By April 4, 2015

60,000

250,000By April 4, 2016

70,000

250,000By April 4, 2017

80,000

300,000By April 4, 2018

90,000

300,000By April 4, 2019

100,000

350,000By April 4, 2020

100,000

400,000By April 4, 2021

250,000

750,000$
900,000
$
3,200,000





Upon execution of the Agreement the Company paid MinQuest $20,000 and well as reimbursed MinQuest for the Crescent Fault’s holdings and related property costs in the amount of $7,920.





Since our payment obligations are non-refundable, if we do not make any payments under the Agreement we will lose any payments made and all our rights to the Property. If all said payments under the Agreement are made, then we will acquire all mining interests in the Property.  If the Company fails to make any payment when due, the Agreement gives the Company a 60-day grace period to pay the amount of the deficiency.  MinQuest retained a 3% royalty of the aggregate proceeds received by the Company from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the Property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties.  The Company shall have the one time right exercisable for 90 days following completion of a bankable feasibility study to buy up to two thirds (66.7%) of Minquest’s royalty (i.e. an amount equal to 2% of the royalty) for $4,000,000. The right to purchase the said royalty interest shall be exercised by the Company providing MinQuest with notice of the purchase accompanied by payment in the amount of $4,000,000.





The Company may use MinQuest for its mineral exploration expertise on the Property. Furthermore, both the Company and MinQuest have the right to assign, sell, mortgage or pledge their rights in each respective Agreement or on each respective Property. In addition, any mineral interests staked, located, granted or acquired by either the Company or MinQuest which are located within a 1 mile radius of the Property will be included in the option granted to the Company.





20


The Agreement will terminate if the Company fails to comply with any of its obligations in the Agreement and fails to cure such alleged breach. If the Company gives notice that it denies a default has occurred, the matter shall be determined finally through such means of dispute resolution as such matter has been subjected to by either party. The Agreement provides that all disputes shall be resolved by a sole arbitrator under the rules of the Arbitration Act of Nevada. The Company also has the right to terminate the Agreement by giving notice to MinQuest.





Description and Location of the Crescent Fault Property





The Crescent Fault Property is located in western Eureka County, Nevada approximately 240 miles east of Reno. The property is comprised of 33 lode mineral claims on the western flank of the Cortez Mountains in north central Nevada.





Exploration History of the Crescent Fault Property





There is little evidence of prospecting on the Crescent Fault property. A few shallow pits have been excavated on iron rich areas of the sediments. This work was likely carried out in the early 1900’s or later. There is no production recorded from the Crescent Fault area. Recent exploration on the property dates to the 1970’s when Chevron initiated a geothermal test of a nearby hot spring. Since that time Noranda and North Mining conducted exploration programs centered-around the northeastern portion of the claim group. In all, 16 holes for 10,246 feet (2,945 m) of drilling have been completed on the property.





In 1991, Noranda explored the property with geologic mapping and geochemical sampling. In 1992 Noranda joint ventured the property with Golden Giant. A drill program was initiated in 1993 and 6 holes were drilled for a total of 2905 feet. An additional 3 holes for a total of 2106 feet were drilled in 1994 following up mineralization encountered in 1993. Nine holes were completed for a total of 5011 feet.  All holes tested the foot wall of the Crescent Fault. The property was dropped shortly after due to the perceived limited nature of the mineralization.





In 1994 North Mining acquired the property. North conducted an extensive geologic mapping and


sampling program and geophysical surveys. In 1995 North completed a seven-hole RC program for a total of 4005 feet. North tested the hanging wall side of the fault within the pediment. Bedrock was only encountered in three of the seven holes. A lack of positive results forced North to return the project.





In 1996 Golden Peaks Resources acquired the property and reportedly drilled at least one core hole for an unknown total footage. This data is not currently available. The drilling is believed to have occurred in late 1997 to mid-1998. The company returned the property in 1999.





MinQuest obtained the property position in 2005.





21


Geology of the Crescent Fault Property





The Crescent Fault property lies within the Battle Mountain-Eureka trend. This zone is defined by the Ruby Hill mine on the south end and the Twin Creeks mine on the north end. The property is situated in north central Nevada within the Basin and Range Physiographic Province. The Great Basin is characterized by northerly trending mountain ranges separated by wide valleys. In north-central Nevada the ranges are generally composed of Paleozoic shelf carbonate rocks unconformably overlain by deep water siliceous sedimentary rocks. Thinning crust from extension provides episodic magmatism and associated geothermal plumes. The prolonged heat combined with circulating ground water is believed to be a primary contributor to mineral deposition throughout the region.





The Crescent Fault property is underlain by a sequence of Ordovician silciclastic sediments of the Valmy Formation and Permian to Pennsylvanian age carbonate and clastic sediments reportedly of the Brock Canyon Formation. These formations have been intruded by several stocks or laccoliths of probable Cretaceous age ranging from granodiorite to quartz monzonite. Later stage diorite dikes have been recognized along fault zones sub-parallel to the range front fault.





Quaternary alluvial debris masks everything north of the range front fault. Alteration of sediments and intrusive rocks occurs adjacent to the range front structure along its strike length within property boundaries. Alteration alters all rock types from 60 to 200 feet inward of the range front fault. Alteration types within the sediment package vary from quartz veining and jasperoid to decalcification and clay alteration. Alteration effects within intrusive rocks range from stockwork quartz veining to secondary carbonate alteration combined with disseminated sulfides. Contact zones within both intrusive and sediment rocks are bleached and heavily sericitized. However, sericite alteration is generally not widespread.





Gold and silver mineralization on the Crescent Fault property occurs within both sediment and intrusive rocks. Anomalous gold and silver values have been encountered in altered calcareous sandstone, siltstone and conglomerate of the Antler Sequence of Pennsylvanian to Permian age, and the Mesozoic granodiorite. The intrusive bodies appear to interfinger with the sediments suggesting a laccolith environment, but may actually be the result of complicated sets of sub-parallel faulting within the footwall of the range front structure. The character of the mineralization is mixed ranging from base and precious metals-rich skarn to disseminated gold in silicified and argillized sediments. The gold and silver mineralization are associated with lead and zinc in one area of skarn and with a set of toxic elements indicative of “Carlin type” mineralization in other areas. Over all, the system appears similar to other epithermal systems in the immediate area.





The range front structure trends northeasterly along the break in slope forming the boundary between Crescent Valley and the Cortez Range. The Crescent Fault zone is estimated to have up to 6,000 feet of vertical displacement based on geologic mapping and various geophysical techniques. Sub-parallel northeasterly trending structures have been identified by various geologists within the footwall of the range front structure. These faults suggest a relationship of conjugate faulting related to lateral movement. An older set of northwest trending faults are localized within drainages and may terminate at the range front fault. These structures are not well defined, but appear to have modest offsets.


22


A geophysical interpretation from a CSMT survey conducted in 2006 suggests that some northwesterly faults may offset the Crescent fault by 50 to 200 feet. Displacement of veining and alteration along the range front suggest potential for mineralization under cover to the north. Drilling indicates depths to bedrock of greater than 500 feet immediately northwest (hanging wall) of the range front fault. However, alteration and mineralization have been localized along 10 this fault for over four miles in strike length. A further evaluation of vertically offset mineralization may be warranted if a suitable targeting method can be found.





Previous exploration on the Crescent Fault property identified significant alteration along the Crescent Fault, a major range front fault zone. This fault has been remobilized over tens of millions of years with both apparent dip-slip and strike-slip movement. The alteration occurring within and adjacent to the range front can be traced along strike for over 15,000 feet. The present claim position covers approximately 8,000 feet of this feature.





The most noticeable alteration at the Crescent Fault Project is linked with hydrothermal alteration at surface. Alteration consisting of jasperoid, quartz veining and stockwork quartz veinlets associated with clay, decalcification and sericite alteration within the sediments occurs at surface and at depth. An equally noticeable alteration effect at surface is bleaching, iron staining and potassic alteration in the granodiorite. These alteration effects are not mentioned in drill logs.





Additional alteration at depth as described in drill logs, but not apparent on surface is indicated by garnet rich marble and hornfels mixed with granodiorite. This alteration is regarded as prograde skarn and is generally related to the higher gold values and visual identification of zinc as  phalerite. A second type of alteration (possibly retrograde) is described as silicification (25 to 50% quartz) and clay alteration occurring within silciclastic sediments.





A compilation of rock, stream and drill geochemistry indicates at least three separate mineralized areas occur along the Crescent Fault. These areas remain open down dip and along strike providing additional targets within the property boundary.  Mineralization on the Crescent Fault property occurs within Paleozoic age calcareous sandstone, limestone and conglomerate. This rock sequence has been intruded by a Tertiary granodiorite to quartz monzonite stock, which in turn is cut by high-angle diorite and basalt dikes. The entire rock package has been cut by a range front fault.





Current State of Exploration





The Crescent Fault property does not have any reportable mineral resources or reserves. The property has seen only cursory prospecting. There has been no production of metals from the property in the past.





Geological Exploration Program





Tundra has not yet undertaken any exploration on the Crescent Fault Property.  However, the Company has completed a compilation of the available historic data.  MinQuest has submitted a budget proposal that will include a drill program and a cultural survey. The Company’s Board of Directors has not yet approved the proposed budget.





23


Item 3.                      Legal Proceedings.





There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.  The Company’s properties are not the subject of any pending legal proceedings.





Item 4.                      (Removed and Reserved)





PART II





Item 5.                      Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.





Market Information.


There has been no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. The Company has received approval from FINRA and DTC for our common stock to be eligible for trading on the Over The Counter Bulletin Board. However, a market has not yet developed.  There is no assurance that a trading market will develop, or, if developed, that it will be sustained.





Holders.





On July 29, 2011, there were approximately thirty-six holders of record of the Company’s common stock.





Dividends.





The Company has not declared or paid any cash dividends on its common stock nor does it anticipate paying any in the foreseeable future. Furthermore, the Company expects to retain any future earnings to finance its operations and expansion. The payment of cash dividends in the future will be at the discretion of its Board of Directors and will depend upon its earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.





Warrants or Options.





The Company does not have any warrants outstanding and the Company has not yet adopted a stock option plan.




Securities Authorized for Issuance under Equity Compensation Plans





The Company does not have any equity compensation plans.





24


Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities.





On April 4, 2011 we closed a private placement of 1,200,000 common shares at $0.25 per share for a total offering price of $300,000.  The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended.   The private placement was fully subscribed to by three non-U.S. person.


Purchases of Equity Securities by the Company and Affiliated Purchasers.


None.





Item 6.                      Selected Financial Data





A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.





Item 7.                      Management’s Discussion and Analysis or Plan of Operation.





Overview





We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, exploiting natural resource properties. Our primary focus in the natural resource sector is gold. We do not consider ourselves a “blank check” company required to comply with Rule 419 of the Securities and Exchange Commission, because we were not organized for the purpose of effecting, and our business plan is not to effect, a merger with or acquisition of an unidentified company or companies, or other entity or person. We do not intend to merge with or acquire another company in the next 12 months.





Though we have the expertise on our board of directors to take a resource property that hosts a viable ore deposit into mining production, the costs and time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term indeed. We therefore anticipate optioning or selling any ore bodies that we may discover to a major mining company. Most major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. By optioning or selling a deposit found by us to these major mining companies, it would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and it would also provide future capital for the company to continue operations.


25


The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the properties we have in Nevada contain commercially exploitable reserves.  Exploration for natural reserves is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected geological formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and any money spent on exploration would be lost.





Natural resource exploration and development requires significant capital and our assets and resources are limited. Therefore, we anticipate participating in the natural resource industry through the purchase or option of early stage properties.   To date we have two properties under option. We have not yet conducted exploration on the properties but we have initiated an exploration program that will include mapping, sampling, surveying and drilling on each of our two properties. There has been no indication as yet that any mineral deposits exist on the properties, and there is no assurance that a commercially viable mineral deposit exists on our properties. Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined.





In the following discussion, there are references to “unpatented” mining claims. An unpatented mining claim on U.S. government lands establishes a claim to the locatable minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes. No title to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to) the claim. If you purchase an unpatented mining claim that is later declared invalid by the U.S. government, you could be evicted.





Plan of Operation





During the twelve-month period ending April 30, 2012, our objective is to continue to explore the properties subject to our mineral claims.  The funds in our treasury are sufficient to meet all planned activities as outlined below. The Company expects that it will need approximately $277,000 to fund its operations during the next twelve months which will include property option payments, exploration of its properties as well as the costs associated with maintaining an office.  The Company completed a financing on April 4, 2011 for total proceeds of $300,000.  The cash from this financing is sufficient to fund its planned operations for the next twelve months.  However, in order to develop its properties, the Company will need to obtain additional financing in the future.  Management plans to seek additional capital through private placements and public offerings of its common stock.  Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future.





We continue to run our operations with the use of contract operators, and as such do not anticipate a change to our company staffing levels. We remain focused on keeping the staff compliment, which currently consists of our two directors and one officer, at a minimum to conserve capital. We believe outsourcing of necessary operations continues to be the most cost effective and efficient manner of conducting the business of the Company.





26


We do not anticipate any equipment purchases in the twelve months ending April 30, 2012.





The following is an overview of the project work to date, as well as anticipated work for the next twelve months. Specific dates when work will begin, and how long it will take to complete each step is subject to change due to the variables of weather, availability of work crews for a particular type of work, and the results of work that is planned, the outcome of which will determine what the next step on that project will be.





Marietta Property





On May 18, 2010 we executed the Minerals Lease and Agreement with MinQuest whereby we obtained the right to conduct mineral exploration activities on and in the property with the subsequent right to participate in the development of minerals from the property.  There are no minimum annual exploration expenditures required under the Lease Agreement.  However, any exploration programs undertaken by us during the lease period shall carryforward and be credited against any future property option agreement should such a property option agreement be executed between us and MinQuest.  Upon execution of the Lease Agreement, we paid MinQuest $5,000 as well as reimbursed MinQuest $756 relating to property holding costs.





MinQuest has provided a work plan for the first year that will include scanning all currently available data, georeferencing all maps in order to digitize drill hole locations, geology and geochemistry.  A spread sheet of drill hole information will be compiled from the known historical drilling.  All drill hole coordinates, drill hole assays, oxidation boundaries and lithology will be entered into a spread sheet allowing the development of cross-sections in electronic form using industry software.  A ground truth of drill hole locations will be performed with a GPS to assess the accuracy of the data.  If any underground workings are open, mapping and sampling will be carried out on those underground workings that remain open to determine the attitude of bedding, underground grades and depth of oxidation.





MinQuest has commenced work according to the work plan. In October 2010, the process of scanning and digitizing the historical data was begun.  The total work plan is expected to incur approximately 1,000 hours that will range from time spent scanning data to analysis by geologists.  The work will be completed by MinQuest and its network of contractors.  It is anticipated that this work will be completed by the fall of 2011 and in order to complete the work plan in this time frame it will take approximately 40 hours of time per week





These results will be evaluated to determine if one or more precious metals may exist within the property boundaries.  Our planned program includes compilation of all activities to the present with the goal of producing an outline of mineralized areas that will guide further exploration drilling.  However, this program is exploratory in nature and no minable reserves may ever be found.





27


Crescent Fault Property





On April 4, 2011, Tundra executed a property option agreement (the “Agreement”) with MinQuest granting the Registrant the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest, a natural resource exploration company.  The property known as the Crescent Fault Property is located in Eureka County, Nevada and currently consists of 33 unpatented claims.  To earn a 100% interest in the Crescent Fault Property the Company must make certain annual option payments totaling $900,000 and incur certain annual exploration expenditures totaling $3,200,000 to April 4, 2021.  Upon execution of the Agreement the Company paid MinQuest $20,000 and well as reimbursed MinQuest for the Crescent Fault’s holdings and related property costs in the amount of $7,920.





Tundra has not yet undertaken any exploration on the Crescent Fault Property.  However, the Company has completed a compilation of the available historic data.  MinQuest has submitted a budget proposal that will include a drill program and a cultural survey. The Company’s Board of Directors has not yet approved the proposed budget.





Results of Operations





The Year Ended April 30, 2011 compared to the period from September 16, 2009 (inception) to April 30, 2010





We did not earn any revenues during the year ended April 30, 2011 or for the period from September 16, 2009 (inception) to April 30, 2010.   We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties.  We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.





For the year ended April 30, 2011 we had a net loss of $96,619 compared to $2,865 for the period from September 16, 2009 (inception) to April 30, 2010.  The increase in the net loss was due in part to property costs for the Crescent Fault and Marietta properties.  Total mineral property exploration expenditures of $22,149 were incurred in 2011 while none were incurred in 2010 as both properties were acquired by the Company during the year ended April 30, 2011. Mineral property exploration expenditures included the initiation of the exploration program on the Marietta property and the preparation of a technical report on the Crescent Fault property. In addition, the Company paid an aggregate $25,000 for the initial payments on the Crescent Fault and Marietta properties. As a result of neither property containing any known resources, the Company has written down its initial $25,000 in property payments in the statement of operations and comprehensive loss at April 30, 2011.





General and administrative expenses increased to $49,470 for the year ended April 30, 2011 from $2,865 for the period from September 16, 2009 (inception) to April 30, 2010.   The increase was the result of the Company operating for a full year versus a partial period in 2010.  During 2011, the Company incurred the costs of completing a registration statement and becoming a reporting issuer.  The Company also incurred office and director fee expenses. During the period from September 16, 2009 (Inception) through April 30, 2010, the Company had a net loss of $2,865.


28


For the period from September 16, 2009 (inception) to April 30, 2010





The Company is in its exploration stage and did not generate any revenues during the period from September 16, 2009 (inception) through April 30, 2010.





During period from September 16, 2009 (inception) to April 30, 2010, the total operating expenses were $2,865, which include legal and professional accounting fees associated with filing this registration statement. During the period from September 16, 2009 (Inception) through April 30, 2010, the Company had a net loss of $2,865.





Liquidity and capital resources





We had working capital of $199,516 at April 30, 2011 consisting of cash of $203,290, prepaid expenses of $1,846, and total current liabilities of $5,620.





We anticipate that we will incur the following to April 30, 2012:





·
$25,000 in connection with property option payments under the Company’s Marietta and Crescent Fault property agreements;





·
$209,000 in property exploration expenses and claim payments in order to meet the requirements of the Company’s property option agreements;





·
$43,000 for operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.





Cash used in operations was $70,681 for the year ended April 30, 2011 while it was $29 for the period from September 16, 2009 (inception) through April 30, 2010.  The increase in cash used in operations was largely due to an increase in the net loss in 2011 to $96,619 from a net loss of $2,865 in 2010. As a result of there being no known resources on either of the Company’s exploration properties, the $25,000 in aggregate property option payments have been written off and disclosed as investing activities on the statement of cash flows.    Cash flows from financing activities for 2011 were the result of a net $297,000 received from a private placement while in 2010 they were the result of a net $2,000 received from private placements.  At April 30, 2011 and 2010, there was $100,000 and $35,000 respectively in subscriptions receivable.  The subscription receivable balances were collected following April 30 in each of 2011 and 2010 respectively.





Cash from operations from inception to date has not been sufficient to provide the operating capital necessary to operate. On March 19, 2010, we issued an aggregate of 20,000,000 shares of our common stock to Gurpartap Singh Basrai our founder, President, Chief Executive Officer, Chairman, and Director.  The shares were issued in consideration for the payment of $2,000.  On April 26, 2010, we completed a private placement where we issued 3,500,000 shares of common stock at a purchase price of $.01 per share for gross proceeds of $35,000.   On May 28, 2010, we completed a private placement where we issued 1,240,000 shares of common stock at a purchase price of $.05 per share for gross proceeds of $62,000.





29


On April 4, 2011 we closed a private placement of 1,200,000 common shares at $0.25 per share for a total offering price of $300,000.  The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended.  The private placement was fully subscribed to by three non-U.S. person.





The Company expects that it will need approximately $277,000 to fund its operations during the next twelve months which will include property option payments, exploration of its properties as well as the costs associated with maintaining an office.  The Company completed a financing on April 4, 2011 for total proceeds of $300,000.  The cash from this financing is sufficient to fund its planned operations for the next twelve months.  In order to develop its properties in the future, the Company will need to obtain additional financing.  Management plans to seek additional capital through private placements and public offerings of its common stock.  Although there are no assurances that management’s plans will be realized, management currently believes that the Company will be able to continue operations in the future





Going Concern Consideration





Management believes that the gross proceeds from the private placements will be sufficient to continue our planned activities to April 30, 2012, the end of our next fiscal year. We anticipate generating losses and therefore we may be unable to continue operations in the future as a going concern. No adjustment has been made in the accompanying financial statements to the amounts and classification of assets and liabilities that could result should we be unable to continue as a going concern.





We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.





Accordingly, our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.





Off-balance sheet arrangements





We have no off-balance sheet arrangements.





Item 7A                      Quantitative and Qualitative Disclosure About Market Risk





A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.





Item 8.                         Financial Statements.





The financial statements are set forth immediately preceding the signature page.





30


Item 9.                         Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.





None.





Item 9A.                      Controls and Procedures.





EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES





As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), the Company’s management carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of April 30, 2011, being the date of the Company’s most recently completed fiscal year end. This evaluation was carried out under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, Mr. Gurpartap Singh Basrai. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this annual report, has concluded that our disclosure controls and procedures are effective at a reasonable assurance level based on his evaluation of these controls and procedures as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.





MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING





Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.





The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





31


The Company’s management, including the Company’s Chief Executive Officer and Principal Financial Officer assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2011. In making this assessment, management used the framework in “Internal Control - Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on the assessment performed, management believes that as of April 30, 2011 the Company’s internal control over financial reporting was effective based upon the COSO criteria.





Lack of Segregation Of Duties





Management is aware that there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the abilities of the employees now involved and the control procedures in place, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases. Management will periodically reevaluate this situation.





This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.





CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING





There were no changes in our internal controls over financial reporting during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





Item 9B. Other Information.





None.


32


PART III





Item 10.                      Directors, Executive Officers and Corporate Governance.





Directors and Officers.





All directors of our Company hold office until the next annual general meeting of the stockholders or until their successors are elected and qualified. The officers of our Company are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal. Our directors and executive officers, their ages, positions held and duration each person has held that position, are as follows:





Name
Position Held with the Company
Age
Date First AppointedGurpartap Singh Basrai
Chairman, President, Chief  Executive Officer, Chief Operating Officer, Secretary Treasurer, and Director
59
September 16, 2009William Eastwood
Director
77
May 15, 2010





Business Experience





The following is a brief account of the education and business experience of each director, executive officer and key employee during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he was employed.





Gurpartap Singh Basraiis a businessman who has owned and operated several businesses in the Fremont, California area for over 30 years.  Since 1978 he has owned Haller’s Pharmacy. In 2004 he was the President of the Alameda County Pharmacist Association and is a current Board member of the Alameda Alliance for Health, a company which provides health care coverage to over 100,000 children and adults.  In addition, Mr. Basrai is an active consultant to several Intermediate Care Facilities as well as the Fremont Surgery Center. Mr. Basrai holds a Doctorate of Pharmacy from the UOP School of Pharmacy.  Mr. Basrai is also the sole executive officer of Ranger Gold Corp., a publicly-traded, junior exploration company.  Mr. Basrai was appointed to the Board of Directors as he is an accomplished business man with decades of experience in operating successful businesses.





William Eastwood joined the Board of Directors on May 15, 2010.  He is a geologist with over 40 years of industry experience.  Since 1994 he has been a self-employed geological consultant focusing on planning, permitting and supervising mineral exploration drilling programs in Nevada and Arizona. From 1994 to present Mr. Eastwood has provided consulting services to Bonaventure Enterprises, Golden Oasis, and Patriot Gold Corporation.  Mr. Eastwood has also provided consulting services on a part-time basis to MinQuest since 2007.  Mr. Eastwood holds Bachelor and Master’s Degrees in geology from the University of Kansas (1956 and 1958 respectively) and has done graduate study at the University of Wyoming (1962 – 1966).  Mr. Eastwood was appointed to the Board of Directors as he is a geologist with decades of experience.





33


There are no family relationships among our directors or officers.  None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last ten years.  We are not aware of any proceedings to which any of our officers or directors, or any associate of any such officer or director, is a party adverse to our company or has a material interest adverse to it.  There are no agreements with respect to the election of directors. Other than described in Section 10 below, we have not compensated our directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors.





Audit Committee Financial Expert.





The Board of Directors has not established an audit committee and does not have an audit committee financial expert. The Board is seeking additional Board members whom it hopes will qualify as such an expert.





Section 16(a) Beneficial Ownership Reporting Compliance.





Section 16(a) of the Securities Exchange Act of 1934 requires officers and directors of the Company and persons who own more than ten percent of a registered class of the Company’s equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to the Company.  We believe, based solely on our review of the copies of such forms, that during the fiscal year ended April 30, 2011, all reporting persons complied with all applicable Section 16(a) filing requirements.





Code of Ethics.




The Company has not adopted a Code of Ethics, as defined by SEC rules that applies to the Company's Chief Executive Officer and Chief Financial Officer, and Secretary (its principal executive officer and principal accounting and financial officer). The Company has not adopted such a Code of Ethics because of the small size and limited resources of the Company, and because management's attention has been focused on matters pertaining to raising capital and the operation of the business.




Changes to Procedures for Recommendations of Director Nominees.





During the fiscal year ended April 30, 2010, there were no material changes to the procedures by which security holders may recommend nominees to our board of directors.





Item 11.                      Executive Compensation.





Summary Compensation Table





The table below sets forth information concerning compensation paid, earned or accrued by our chief executive officer (each a “Named Executive Officer”) for the last two fiscal years. No executive officer earned compensation in excess of $100,000 during our 2011 fiscal year.





34


SUMMARY COMPENSATION TABLE


Non-Equity
Nonqualified
AllName and



Stock
Option
Incentive Plan
Deferred
OtherPrincipal

Salary
Bonus
Awards
Awards
Compensation
Compensation
Compensation
TotalPosition
Year
($)
($)
($)
($)
($)
Earnings ($)
($)
($)Gurpartap Singh Basrai
2011
0
0
0
0
0
0
0
0President, Chief Executive Officer
2010
0
0
0
0
0
0
0
0




Since inception, we have not paid compensation exceeding $100,000 per year to any of our executive officers.





Outstanding Equity Awards





Since our incorporation on September 16, 2009, neither our sole executive officer nor any of our directors has held unexercised options, stock that had not vested, or equity incentive plan awards.





Compensation of Directors





Name

(a)
Year
Fees

Earned or

Paid in

Cash

($)

(b)
Stock

Awards

($)

(c)
Option

Awards

($)

(d)
Non-Equity

Incentive

Plan

Compensation

($)

(e)
Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)

(f)
All

Other

Compensation

($)

(g)
Total

($)

(h)William Eastwood
2011
5,750
0
0
0
0
0
02010
0
0
0
0
0
0
0





Commencing with his appointment on May 15, 2010, Mr. Eastwood began receiving $500 a month for serving in the capacity as a director of the Company. In accordance with the terms of the Service Agreement, he is to receive such amount in advance on a quarterly basis for as long as he is a director. As of April 30, 2011 we have paid Mr. Eastwood $5,750.





No arrangements are presently in place regarding compensation to directors for their services as for committee participation or special assignments.





35


Item 12.                      Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.





The following table lists, as of July 29, 2011, the number of shares of common stock of the Company beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of the Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.





The percentages below are calculated based on 25,940,000 shares of Common Stock which are issued and outstanding as of July 29, 2011.  Unless indicated otherwise, all addresses below are c/o Tundra Gold Corp., 200 S Virginia, 8th Floor, Reno, Nevada, 89501.





Name of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percentage

of ClassGurpartap Singh Basrai

20,000,000

77.1%William Eastwood

-

-Directors and Officers as a Group (2 individuals)

20,000,000

77.1%





Item 13.                      Certain Relationships and Related Transactions, and Director Independence.





Related Party Transactions





On March 19, 2010, we issued an aggregate of 20,000,000 shares of our common stock to Gurpartap Singh Basrai our founder, President, Chief Executive Officer, Chairman, and Director.  The shares were issued in consideration for the payment of $2,000.





Commencing with his appointment on May 15, 2010, Mr. Eastwood began receiving $500 a month for serving in the capacity as a director of the Company. In accordance with the terms of the Service Agreement, he is to receive such amount in advance on a quarterly basis for as long as he is a director. As of April 30, 2011 we have paid Mr. Eastwood $5,750.





Mr. Eastwood is also a contract geologist for MinQuest.  To date, he has not performed any on behalf of the Company on our properties.





36


Director Independence





We are not subject to the listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations of the NYSE Alternext US (formerly known as the American Stock Exchange).





ITEM 14                      PRINCIPAL ACCOUNTING FEES AND SERVICES





Robison, Hill & Co. has been our independent registered public accounting firm for the Company since inception.  Fees billed to the Company for the fiscal years ending April 30, 2011 and 2010 are set forth below:





Fiscal year ending

April 30, 2011


Period ending

April 30, 2010Audit Fees

$
19,000


$
11,500AuditRelated Fees


0



0TaxFees


500



500All Other Fees


0



0





As of April 30, 2011, the Company did not have a formal, documented pre-approval policy for the fees of the principal accountant. It is in the process of adopting such a policy.


37


Item 15.                      Exhibits.





EXHIBIT

NUMBER

DESCRIPTION3.1

Articles of Incorporation of Registrant. (1)3.2

Amendment to Articles of Incorporation – Name Change (1)3.3

Amendment to Articles of Incorporation – Par Value (1)3.4

By-Laws of Registrant. (1)4.1

Form of stock certificate. (1)10.1

Form of Regulation S Subscription Agreement (1)10.2

Form of Regulation D Subscription Agreement (1)10.3

Minerals Lease and Agreement dated May 18, 2010 by and between Tundra Gold Corp. and MinQuest, Inc. (1)10.4

Service Agreement dated May 15, 2010 by and between William Eastwood and the Company (1)10.5

Crescent Fault Property Option Agreement dated April 4, 2011 by and between Tundra Gold Corp. and MinQuest, Inc. (2)10.6

Form of Regulation S Subscription Agreement (2)31

Rule 13a-14(a)/15d14(a) Certifications (attached hereto)32

Section 1350 Certifications (attached hereto)





(1) Previously filed with the Company’s Registration Statement, filed with the Securities and Exchange Commission on August 26, 2010, file no. 333-169066


(2) Previously filed with the Company’s Form 8-K submitted to the SEC on April 4, 2011.








38







TUNDRA GOLD CORP.




(An Exploration Stage Company)




-:-




INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS’S REPORT




April 30, 2011 and 2010









39








Contents

PageReport of Independent Registered Public Accountants

F - 1Balance SheetsApril 30, 2011and  2010

F - 2Statement of Operations for theYear ended April 30, 2011, the period from September 16, 2009 (inception) to April 30, 2010, and the Cumulative Period from September 16, 2009 (inception) to April 30, 2011

F - 3Statement of Stockholders’ EquitySince September 16, 2009 (inception) to April 30, 2011

F - 4Statements of Cash Flows for theYear ended April 30, 2011, the period from September 16, 2009 (inception) to April 30, 2010, and the Cumulative Period from September 16, 2009 (inception) to April 30, 2011

F – 5Notes to Financial Statements

F - 7








40




ROBISON, HILL & CO.



Certified Public AccountantsA PROFESSIONAL CORPORATIONBRENT M. DAVIES, CPADAVID O. SEAL, CPAW. DALE WESTENSKOW, CPABARRY D. LOVELESS, CPASTEPHEN M. HALLEY, CPA
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
 
 Tundra Gold Corp.
 (An Exploration Stage Company)
 
 We have audited the accompanying balance sheets of Tundra Gold Corp. (an exploration stage company) as of April 30, 2011 and 2010 and the related statements of operations, and cash flows for the years ended April 30, 2011 and 2010 and the cumulative since September 16, 2009 (inception) to April 30, 2011, and the statement of stockholders’ equity since September 16, 2009 (inception) to April 30, 2011.  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 the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Tundra Gold Corp. (an exploration stage company) as of April 30, 2011 and April 30, 2010 and the results of its operations and its cash flows for the years ended April 30, 2011 and 2010 and the cumulative since September 16, 2009 (inception) to April 30, 2011, 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 2 to the financial statements, the Company has incurred net losses of approximately $99,500 and has no source of revenues, which 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 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 /s/ ROBISON, HILL & CO.
 Certified Public Accountants
 
 Salt Lake City, Utah
 July 27, 2011




F - 1








TUNDRA GOLD CORP.


(An Exploration Stage Company)


BALANCE SHEETS





April 30,


April 30,2011


2010ASSETS:Current Assets:Cash

$
203,290


$
1,971Prepaid expenses


1,846



1,860Total Current Assets


205,136



3,831Total Assets

$
205,136


$
3,831LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)Current Liabilities:Accounts Payable and Accrued Liabilities

$
5,620


$
4,696Total Current Liabilities


5,620



4,696Stockholders’ Equity (Deficit)Common Stock, Par Value $.0001Authorized 100,000,000 shares,Issued 25,940,000 shares atApril 30, 2011 (April 30, 2010– 23,500,000)


2,594



2,350Paid-In Capital


396,406



34,650Subscriptions Receivable


(100,000)



(35,000)Deficit Accumulated Since Inception of Exploration Stage


(99,484)



(2,865
)Total Stockholders’ Equity (Deficit)


199,516



(865)Total Liabilities and Stockholders’ Equity (Deficit)

$
205,136


$
3,831





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





F - 2





TUNDRA GOLD CORP.


(An Exploration Stage Company)


STATEMENTS OF OPERATIONS








CumulativeSinceSeptember 16, 2009For the Periods Ended


Inception ofApril 30,


Exploration2011


2010


StateRevenues

$
—


$
—


$
—Cost of Revenues


—



—



—Gross Margin


—



—



—ExpensesMineral Property Exploration Expenditures


22,149



—



22,149General and Administrative


49,470



2,865



52,335Net Loss from Operations


(71,619
)


(2,865
)


(74,484)Other Income (Expense)Interest


—



—



—Net Other Income (Expense)


—



—



—Write-down of Mineral Property Acquisition Payments


(25,000
)


—



(25,000
)Net Loss

$
(96,619
)

$
(2,865
)

$
(99,484
)Basic and Diluted loss perShare

$
(0.00)


$
(0.00)Weighted Average SharesOutstanding


24,730,356



3,778,761





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




F - 3





TUNDRA GOLD CORP.


(An Exploration Stage Company)


STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)








DeficitAccumulatedDuringCommon Stock


Paid-In


Subscriptions


ExplorationShares


Par Value


Capital


Receivable


Stage


TotalBalance at September 16, 2009(inception)


—


$
—


$
—


$
—


$
—


$
—Common Stock Issued to Founderat $0.001 per share, March 19, 2010


20,000,000



2,000



—



—



—



2,000Common Stock Issued at $0.01per share, April 16, 2010


3,500,000



350



34,650



(35,000
)


—



—Net Loss for the Period


—



—



—



—



(2,865
)


(2,865
)Balance April 30, 2010


23,500,000


$
2,350


$
34,650


$
(35,000
)

$
(2,865
)

$
(865
)Common Stock Issued at $0.05

per share, May 28, 2010


1,240,000



124



61,876



—



—



62,000Collection of Subscriptions Receivable


—



—



—



35,000



—



35,000Common Stock Issued at $0.25

per share, April 4, 2011


1,200,000



120



299,880



(100,000
)


—



200,000Net Loss for the Period


—



—



—



—



(96,619
)


(96,619
)Balance April 30, 2011


25,940,000


$
2,594


$
396,406


$
(100,000
)

$
(99,484
)

$
(199,516
)








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








F - 4





TUNDRA GOLD CORP.


(An Exploration Stage Company)


STATEMENTS OF CASH FLOWS





CumulativeSince September16, 2009For the Periods Ended


Inception ofApril 30,


April 30,


Exploration2011


2010


StateCASH FLOWS FROM OPERATING ACTIVITIESNet Loss

$
(96,619
)

$
(2,865
)

$
(99,484
)Adjustments to Reconcile Net Loss to NetCash Used in Operating ActivitiesWrite-down of Mineral Property Acquisition  Costs


25,000



—



25,000Change in Operating Assets and Liabilities(Increase) Decrease in Prepaid Expenses


14



(1,860
)


(1,846
)Increase (Decrease) in Accounts Payable and      Accrued Liabilities


924



4,696



5,620Net Cash Used in Operating Activities


(70,681
)


(29
)


(70,710
)CASH FLOWS FROM INVESTING ACTIVITIESMineral Property Acquisition Costs


(25,000
)


—



(25,000
)Net Cash Used in Investing Activities


(25,000
)


—



(25,000
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from Sale of Common Stock


397,000



37,000



399,000Subscriptions Receivable


(100,000)



(35,000
)


(100,000
)Net Cash Provided by Financing Activities


297,000



2,000



299,000Net Increase inCash and Cash Equivalents


201,319



1,971



203,290Cash and Cash Equivalentsat Beginning of Period


1,971



—



—Cash and Cash Equivalentsat End of Period

$
203,290


$
1,971


$
203,290








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





F - 5





TUNDRA GOLD CORP.


(An Exploration Stage Company)


STATEMENTS OF CASH FLOWS


(Continued)





CumulativeSinceSeptember 16, 2009For the Periods Ended



Inception ofApril 30,



April 30,



Exploration2011



2010



StateSUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the year for:Interest

$—



$—



$—Income taxes

$—



$—



$—







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





F - 6










NOTE 1 – NATURE OF BUSINESS AND OPERATIONS





Organization and Basis of Presentation





Tundra Gold Corp. (an exploration stage company) (“the Company”) was incorporated under the name Titan Gold Corp. on September 16, 2009 under the laws of the State of Nevada.  On February 25, 2010 the Company amended its articles of incorporation to change its name to Tundra Gold Corp.  The accompanying financial statements have been prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States on a going concern basis.





Nature of Operations





The Company has no products or services as of April 30, 2011.  The Company was established to operate in the acquisition, exploration, and if warranted and feasible, development of natural resource properties.





NOTE 2 – ABILITY TO CONTINUE AS A GOING CONCERN





The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.  The Company has incurred a net loss of $99,484 for the period from September 16, 2009 (inception) to April 30, 2011, and has no sales.





The Company's ability to continue as a going concern is dependent on its ability to develop its natural resource properties and ultimately achieve profitable operations and to generate sufficient cash flow from financing and operations to meet its obligations as they become payable. The Company expects that it will need approximately $277,000 to fund its operations during the next twelve months which will include property lease and option payments, property exploration expenses and claim payments in order to meet the requirements of the Company’s property agreements, costs associated with maintaining an office, and professional, legal and accounting expenses associated with being a reporting issuer under the Securities Act of 1934.  On April 4, 2011, the Company raised a total of $300,000 and a result, the Company currently has sufficient cash to fund its planned operations for the next twelve months.  However, in order to develop its properties the Company will need to obtain financing in the future.  Management plans to seek additional capital through private placements and public offerings of its common stock.  Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future.  Accordingly, no adjustment relating to the recoverability and classification of recorded asset amounts and the classification of liabilities has been made to the accompanying financial statements in anticipation of the Company not being able to continue as a going concern.





If the Company were unable to continue as a going concern, then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported expenses, and the balance sheet classifications used.


NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Management’s Estimates and Assumptions





The preparation of financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and notes. Significant areas requiring the use of estimates relate to accrued liabilities.  Management believes the estimates utilized in preparing these financial statements are reasonable and prudent and are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could differ from those estimates.





Cash and Cash Equivalents





For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.





F - 7





Foreign Currency





The Company’s functional currency is the U.S. dollar and to date has undertaken the majority of its transactions in U.S. dollars. Any transaction gains and losses that may occur will be included in the statement of operations as they occur.





Concentration of Credit Risk





The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains all of its cash balances with one financial institution in the form of a demand deposit.





Loss per Share





Net income (loss) per share is computed by dividing the net income by the weighted average number of shares outstanding during the period. As of April 30, 2011, the company had no outstanding common stock options or warrants





Comprehensive Income





The Company has adopted ASC 220, “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company has disclosed this information on its Statement of Operations. Comprehensive income is comprised of net income (loss) and all changes to capital deficit except those resulting from investments by owners and distribution to owners.





Property Holding Costs





Holding costs to maintain a property on a care and maintenance basis are expensed in the period they are incurred. These costs include security and maintenance expenses, lease and claim fees payments, and environmental monitoring and reporting costs.





Exploration and Development Costs





Mineral property interests include optioned, leased, and acquired mineral development and exploration stage properties. The amount capitalized related to a mineral property interest represents its fair value at the time it was optioned or acquired, either as an individual asset or as a part of a business combination. The value of such assets is primarily driven by the nature and amount of mineralized material believed to be contained in such properties. Exploration costs are expensed as incurred and development costs are capitalized if proven and probable reserves exist and the property is a commercially minable property. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mineral interests costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.





Fair Value of Financial Instruments





The carrying value of the Company's financial instruments, including prepaid expenses, and accounts payable and accrued liabilities at April 30, 2011 approximates their fair values due to the short-term nature of these financial instruments.








F - 8





New Accounting Pronouncements





ASU No. 2010-06





In January 2010, the FASB issued ASU 2010-06 “Fair Value Measurements and Disclosures (Topic 820-10), Improving Disclosures About Fair Value Measurements”.  This update provides amendments to Topic 820 that will provide more robust disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements, and (4) the transfers between Level 1, 2, and 3.  The standard adds new disclosure and clarifies existing disclosure requirements.  The new standard requires disclosures of the fair value of financial instruments for interim reporting periods of publicly traded companies in addition to the annual disclosure required at year-end.  The provisions of the new standard are effective for the interim periods ending after June 15, 2009.  The adoption of ASU 2010-06 has been reflected in Company’s financial statements.





NOTE 4 –MINERAL PROPERTY INTERESTS





Marietta Property





On May 18, 2010, the Company executed a property lease agreement with MinQuest, Inc. (“MinQuest”) whereby the Company leased certain unpatented mineral claims from MinQuest collectively referred to as the Marietta Property (the “Marietta”).  The Marietta Property is located in Mineral County, Nevada and currently consists of five unpatented claims.  The lease agreement is for a period of 20 years with annual lease payments of $5,000 due on May 15 of each year.  There are no minimum annual exploration expenditures required under the agreement.  However, any exploration programs undertaken by the Company during the lease period shall carryforward and be credited against any future property option agreement should such a property option agreement be executed between the Company and MinQuest.  Upon execution of the Marietta Agreement, the Company paid MinQuest $5,000 as well as reimbursed MinQuest $756 relating to property holding costs.  As a result of the Marietta property not containing any known resource, the Company has written down its initial $5,000 property lease payment in the statement of operations and comprehensive loss at April 30, 2011.





Under the agreement with MinQuest, all of our payment obligations are non-refundable.  If we do not make any payments under the agreement we will lose any payments made and all our rights to the property.  MinQuest has retained a 3% royalty of the aggregate proceeds received by the Company from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties.  All of the annual lease payments under the agreement shall be treated as advance royalty payments and will be an offset to the production royalty due until the total amount paid to MinQuest has been recouped.





The Company may use MinQuest for its mineral exploration expertise on the property. Furthermore, both the Company and MinQuest have the right to assign, sell, mortgage or pledge their rights in the agreement or on the property.





The agreement will terminate if the Company fails to comply with any of its obligations under either agreement and fails to cure such alleged breach. If the Company gives notice that it denies a default has occurred, the matter shall be determined finally through such means of dispute resolution as such matter has been subjected to by either party.  The agreement can be terminated by the Company by providing MinQuest with 60 days written notice.





Crescent Fault Property





On April 4, 2011, the Company executed a property option agreement (the “Agreement”) with MinQuest granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest.  The property known as the Crescent Fault Property is located in Eureka County, Nevada and currently consists of 33 unpatented claims (the ‘Property”).





F - 9





Annual option payments and minimum annual exploration expenditures under Agreement are as noted below:





Property

WorkPayments

ExpendituresUpon Execution of the Agreement
$
20,000
$
-By April 4, 2012

20,000

200,000By April 4, 2013

65,000

200,000By April 4, 2014

45,000

200,000By April 4, 2015

60,000

250,000By April 4, 2016

70,000

250,000By April 4, 2017

80,000

300,000By April 4, 2018

90,000

300,000By April 4, 2019

100,000

350,000By April 4, 2020

100,000

400,000By April 4, 2021

250,000

750,000$
900,000
$
3,200,000





Upon execution of the Agreement the Company paid MinQuest $20,000 and well as reimbursed MinQuest for the Crescent Fault’s holdings and related property costs in the amount of $7,920. As a result of the Crescent Fault property not containing any known resource, the Company has written down its initial $20,000 property lease payment in the statement of operations and comprehensive loss at April 30, 2011.





Since our payment obligations are non-refundable, if we do not make any payments under the Agreement we will lose any payments made and all our rights to the Property. If all said payments under the Agreement are made, then we will acquire all mining interests in the Property.  If the Company fails to make any payment when due, the Agreement gives the Company a 60-day grace period to pay the amount of the deficiency.  MinQuest retained a 3% royalty of the aggregate proceeds received by the Company from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the Property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties.  The Company shall have the one time right exercisable for 90 days following completion of a bankable feasibility study to buy up to two thirds (66.7%) of Minquest’s royalty (i.e. an amount equal to 2% of the royalty) for $4,000,000. The right to purchase the said royalty interest shall be exercised by the Company providing MinQuest with notice of the purchase accompanied by payment in the amount of $4,000,000.





The Company may use MinQuest for its mineral exploration expertise on the Property. Furthermore, both the Company and MinQuest have the right to assign, sell, mortgage or pledge their rights in each respective Agreement or on each respective Property. In addition, any mineral interests staked, located, granted or acquired by either the Company or MinQuest which are located within a 1 mile radius of the Property will be included in the option granted to the Company.





The Agreement will terminate if the Company fails to comply with any of its obligations in the Agreement and fails to cure such alleged breach. If the Company gives notice that it denies a default has occurred, the matter shall be determined finally through such means of dispute resolution as such matter has been subjected to by either party. The Agreement provides that all disputes shall be resolved by a sole arbitrator under the rules of the Arbitration Act of Nevada. The Company also has the right to terminate the Agreement by giving notice to MinQuest








F - 10





NOTE 5 - INCOME TAXES





Deferred tax assets of the Company are as follows:





2011


2010Non-capital losses carried forward


35,000



1,000Less: valuation allowance


(35,000
)


(1,000
)Deferred tax asset recognized


-



-





A valuation allowance has been recorded to reduce the net benefit recorded in the financial statements related to these deferred tax assets. The valuation allowance is deemed necessary as a result of the uncertainty associated with the ultimate realization of these deferred tax assets.





The provision for income tax differs from the amount computed by applying statutory federal income tax rate of 34% to the net loss for the year.  The sources and effects of the tax differences are as follows:





2011


2010Computed expected tax benefit


34,000



1,000Change in valuation allowance


(34,000
)


(1,000
)Income tax provision


-



-





As of April 30, 2011, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $99,500 which begin expiring in 2030.





NOTE 6 - COMMON STOCK TRANSACTIONS





On March 19, 2010 the Company issued 20,000,000 shares of common stock to the founder of the Company at $0.0001 per share for total proceeds of $2,000.





On April 26, 2010 the Company sold 3,500,000 shares of common stock to private investors at $.01 per share for gross proceeds of $35,000.





On May 28, 2010, the Company completed a private placement of 1,240,000 common shares at $0.05 per share for a total offering price of $62,000.





On April 4, 2011 the Company completed a private placement of 1,200,000 common shares at $0.25 per share for a total offering price of $300,000.  At April 20, 2011, $100,000 of the proceeds had not been collected by the Company.  Such proceeds were received by the Company subsequent to April 30, 2011.





NOTE 7 - COMMITMENTS AND CONTINGENCIES





On April 1, 2011 the Company renewed its lease for its shared office at a rate of $169 per month for one more year.





NOTE 8 – RELATED PARTY TRANSACTIONS





During the year ended April 30, 2011 the Company paid $5,750 (2010 - $nil) in directors’ fees to one of our directors for serving on the Company’s Board of Directors.





F - 11


SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





TUNDRA GOLD CORP.Dated: July 29, 2011
By:      /s/ Gurpartap Singh BasraiName: Gurpartap Singh BasraiTitle: President, Chief Executive and Operating Officer, Secretary and Treasurer, and Director (Principal Executive, Financial and Accounting Officer)





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.





SIGNATURE
TITLE

DATE/s/Gurpartap Singh Basrai

Gurpartap Singh Basrai
Director, President, Chief Executive and Operating Officer, Secretary, and Treasurer (Principal Executive, Financial, and Accounting Officer)

July 29, 2011/s/ William Eastwood

William Eastwood
Director

July 29, 2011