**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**


(Mark
      One)





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





**For
      the quarterly period ended June 30, 2006**





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                ACT





For
      the
      transition period from ________________ to _______________





**000-50146**


(Commission
      file number)





**TORNADO
      GOLD INTERNATIONAL CORP.**


(Exact
      name of small business issuer as specified in its charter)


**Nevada**
              **94-3409645**(State
                  or other jurisdiction
              (IRS
                  Employerof
                  incorporation or organization)
              Identification
                  No.)




**3841
      Amador Way, Reno, Nevada 89502**


(Address
      of principal executive offices)





**(775)
      827-2324**


(Issuer's
      telephone number)





**N/A**


(Former
      name, former address and former fiscal year, if changed since last
      report)





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





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





The
      number of shares of common stock outstanding as of August 11, 2006 was
      28,816,526.





Transitional
      Small Business Disclosure Format (check one): Yes o No x










**TORNADO
      GOLD INTERNATIONAL CORP.**


**Index**


PageNumberPART
                  I.
              FINANCIAL
                  INFORMATION
              2Item
                  1.
              Financial
                  Statements
              2Balance
                  Sheet as of June 30, 2006 (unaudited)
              2Statements
                  of Operations for thethree
                  months ended June 30, 2006 and 2005 (unaudited)
              3Statements
                  of Cash Flows for thethree
                  months ended June 30, 2006 and 2005 (unaudited)
              4Notes
                  to Financial Statements (unaudited)
              5Item
                  2.
              Management's
                  Discussion and Analysis or Plan of Operation
              18Item
                  3.
              Controls
                  and Procedures
              24PART
                  II.
              OTHER
                  INFORMATION
              24Item
                  6.
              Exhibits
              24SIGNATURES
              
              24CERTIFICATIONS
              
              24
   1
  **PART
      I.**  **FINANCIAL
      INFORMATION**





**Item
      1.**  **Financial
      Statements**





**TORNADO
      GOLD INTERNATIONAL CORP.**


**(formerly
      Nucotec, Inc.)**


**BALANCE
      SHEET**





**June
                  30,****2006**(Unaudited)**ASSETS**CURRENT
                  ASSETSCash
                  and cash equivalents
              
              $
              9,856Prepaid
                  expenses
              
              
              1,413TOTAL
                  CURRENT ASSETS
              
              
              11,269MINING
                  CLAIMS
              
              
              965,598OTHER
                  ASSETSDeferred
                  offering costs
              
              
              5,000TOTAL
                  ASSETS
              
              $
              981,867**LIABILITIES
                  AND STOCKHOLDERS' DEFICIT**CURRENT
                  LIABILITIESAccounts
                  payable - related party
              
              $
              5,250Accounts
                  payable - others
              
              
              31,883Notes
                  payable (including accrued interest of $50,426)
              
              
              1,131,242TOTAL
                  CURRENT LIABILITIES
              
              
              1,168,375COMMITMENTS
                  AND CONTINGENCIES
              
              
              -STOCKHOLDERS'
                  DEFICITCommon
                  stock; $0.001 par value; 100,000,000 sharesauthorized;28,816,526shares issued and outstanding
              
              
              28,817Additional
                  paid in capital
              
              
              1,697,000Accumulated
                  deficit
              
              
              (704,993
              )Deficit
                  accumulated during the exploratory stage
              
              
              (1,206,914
              )Stock
                  subscription receivable
              
              
              (418
              )TOTAL
                  STOCKHOLDERS' DEFICIT
              
              
              (186,508
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              981,867






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




2





**TORNADO
      GOLD INTERNATIONAL CORP.**


**(formerly
      Nucotec, Inc.)**


**STATEMENTS
      OF OPERATIONS**





**From****For
                  the Three Months Ended**
              
              **For
                  the Six Months Ended**
              
              **March
                  19, 2004****June
                  30, 2006**
              
              **June
                  30, 2006**
              
              **through****2006**
              
              **2005**
              
              **2006**
              
              **2005**
              
              **June
                  30, 2006**(Unaudited)
              
              (Unaudited)
              
              (Unaudited)
              
              (Unaudited)
              
              (Unaudited)NET
                  REVENUE
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -OPERATING
                  EXPENSESCompensation
                  expense on option grants
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              22,409Mining
                  exploration expenses
              
              
              41,307
              
              
              3,150
              
              
              81,267
              
              
              21,000
              
              
              537,198General
                  and administrative expenses
              
              
              125,508
              
              
              54,454
              
              
              209,318
              
              
              82,579
              
              
              515,771166,815
              
              
              57,604
              
              
              290,585
              
              
              103,579
              
              
              1,075,378LOSS
                  FROM OPERATIONS
              
              
              (166,815
              )
              
              (57,604
              )
              
              (290,585
              )
              
              (103,579
              )
              
              (1,075,378
              )OTHER
                  INCOME (EXPENSE)Interest
                  expense
              
              
              (21,557
              )
              
              (3,600
              )
              
              (37,738
              )
              
              (23,238
              )
              
              (131,536
              )TOTAL
                  OTHER INCOME (EXPENSE)
              
              
              (21,557
              )
              
              (3,600
              )
              
              (37,738
              )
              
              (23,238
              )
              
              (131,536
              )LOSS
                  BEFORE PROVISION FOR INCOME TAXES
              
              
              (188,372
              )
              
              (61,204
              )
              
              (328,323
              )
              
              (126,817
              )
              
              (1,206,914
              )PROVISION
                  FOR INCOME TAXES
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -NET
                  LOSS
              
              $
              (188,372
              )
              $
              (61,204
              )
              $
              (328,323
              )
              $
              (126,817
              )
              
              (1,206,914
              )NET
                  LOSS PER SHARE - BASIC AND DILUTED
              
              $
              (0.01
              )
              $
              (0.00
              )
              $
              (0.01
              )
              $
              (0.00
              )WEIGHTED
                  AVERAGE COMMON EQUIVALENTSHARES
                  OUTSTANDING - BASIC AND DILUTED
              
              
              28,798,266
              
              
              32,427,331
              
              
              28,795,014
              
              
              43,161,233


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




3







**TORNADO
      GOLD INTERNATIONAL CORP.**


**(formerly
      Nucotec, Inc.)**


**STATEMENTS
      OF CASH FLOWS**





**From****For
                  the Six Months Ended**
              
              **March
                  19, 2004****Jun-30**
              
              **through****2006**
              
              **2005**
              
              **June
                  30, 2006**(Unaudited)
              
              (Unaudited)
              
              (Unaudited)CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss from continuing operations
              
              $
              (328,323
              )
              $
              (126,817
              )
              $
              (1,206,914
              )Adjustment
                  to reconcile net loss to net cashused
                  in operating activities:Value
                  of options and warrants granted for services
              
              
              -
              
              
              -
              
              
              22,409Changes
                  in:Prepaid
                  expenses and other current assets
              
              
              (17
              )
              
              -
              
              
              (1,412
              )Accounts
                  payable and accrued expenses
              
              
              61,570
              
              
              67,069
              
              
              162,659Net
                  cash used in operating activities
              
              
              (266,770
              )
              
              (59,748
              )
              
              (1,023,258
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Purchase
                  of mining claims
              
              
              (441,265
              )
              
              (43,314
              )
              
              (965,598
              )Net
                  cash used in investing activities
              
              
              (441,265
              )
              
              (43,314
              )
              
              (965,598
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Proceeds
                  from notes payable
              
              
              649,838
              
              
              50,000
              
              
              2,105,816Proceeds
                  from issuance of common stock
              
              
              3,720
              
              
              
              
              
              513,302Payment
                  on note payable - related party
              
              
              
              
              
              
              
              
              (42,500
              )Repurchase
                  of shares on common stock
              
              
              
              
              
              
              
              
              (577,906
              )Net
                  cash provided by financing activities
              
              
              653,558
              
              
              50,000
              
              
              1,998,712NET
                  CASH PROVIDED BY CONTINUING OPERATIONS
              
              
              (54,477
              )
              
              (53,062
              )
              
              9,856CASH
                  AND CASH EQUIVALENTS, Beginning of year
              
              
              64,333
              
              
              53,141
              
              
              -CASH
                  AND CASH EQUIVALENTS, End of year
              
              $
              9,856
              
              $
              79
              
              $
              9,856SUPPLEMENTAL
                  DISCLOSURES OF CASH FLOW INFORMATION:Interest
                  paid
              
              $
              -
              
              $
              -Income
                  taxes paid
              
              $
              -
              
              $
              -




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




4





**TORNADO
        GOLD INTERNATIONAL CORP.**
 **(formerly
        Nucotec, Inc.)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **(UNAUDITED)**






**NOTE
      1 - ORGANIZATION AND BASIS OF PRESENTATION**




**Organization**




Tornado
      Gold International Corp. (formerly Nucotec, Inc.) was incorporated in the state
      of Nevada on October 8, 2001. On July 7, 2004, the name of the company was
      officially changed to Tornado Gold International Corp. (the "Company"). The
      Company is currently in the exploratory stage with its principal activity being
      the exploration of mining properties for future commercial development and
      production (See Note 3).




**Basis
      of Presentation**




The
      accompanying interim financial statements have been prepared by the Company
      pursuant to the rules and regulations of the Securities and Exchange Commission
      (the “SEC”) for interim financial reporting.  These interim financial
      statements are unaudited and, in the opinion of management, include all
      adjustments (consisting of normal recurring adjustments and accruals) necessary
      to present fairly the balance sheet, operating results and cash flows for the
      periods presented in accordance with accounting principles generally accepted
      in
      the United States of America (“GAAP”).  Operating results for the six
      months ended June 30, 2006 are not necessarily indicative of the results that
      may be expected for the year ending December 31, 2006 or for any other interim
      period during such year.  Certain information and footnote disclosures
      normally included in financial statements prepared in accordance with GAAP
      have
      been omitted in accordance with the rules and regulations of the SEC. 
These interim financial statements should be read in conjunction with the
      audited financial statements and notes thereto contained in the Company’s Form
      10-K for the year ended December 31, 2005.




**Going
      Concern**




The
      accompanying financial statements contemplate continuation of the Company as
      a
      going concern. The Company has no established source of material revenue, has
      incurred a net loss for the six-months ended June 30, 2006 of $301,156
      and ,
      as of
      June 30, 2006, had a negative working capital of $1,128,659 and accumulated
      deficit since its inception of $1,884,740. These conditions raise substantial
      doubt as to the Company's ability to continue as a going concern. These
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty nor any adjustments relating to the recoverability
      and classification of recorded asset amounts or amounts and classification
      of
      liabilities that might be necessary should the Company be unable to continue
      as
      a going concern (See Note 9 - Subsequent Events).




The
      Company plans to raise additional operating funds through equity or debt
      financings, which management believes will be sufficient to provide the Company
      with the ability to continue in existence. There is no assurance that the
      Company will be able to arrange for financing and has not, to date, had any
      substantive discussions with any third parties regarding such financing. (See
      Note __).




**Stock
      Split**




On
      April
      19, 2004, the Company authorized a 50-for-1 stock split. On August 18, 2004,
      the
      Company authorized a 6.82-for-1 stock split. On May 16, 2005, the Company
      authorized a 1.20-for-1 stock split. The accompanying financial statements
      have
      been prepared as if all of the stock-splits occurred at the beginning of each
      period presented.




5




**TORNADO
        GOLD INTERNATIONAL CORP.**
 **(formerly
        Nucotec, Inc.)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **(UNAUDITED)**






**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**




**Stock
      Based Compensation**




The
      Company accounts for stock-based compensation under SFAS No. 123R, "Share-
      based
      Payment" ,
      and
      SFAS No. 148, "Accounting for Stock-Based Compensation--Transition and
      Disclosure--An amendment to SFAS No. 123." These standards define a fair value
      based method of accounting for stock-based compensation. In accordance with
      SFAS
      Nos. 123R and 148, the cost of stock-based employee compensation is measured
      at
      the grant date based on the value of the award and is recognized over the
      vesting period. The value of the stock-based award is determined using the
      Black-Scholes option-pricing model, whereby compensation cost is the excess
      of
      the fair value of the award as determined by the pricing model at the grant
      date
      or other measurement date over the amount an employee must pay to acquire the
      stock. The resulting amount is charged to expense on the straight-line basis
      over the period in which the Company expects to receive the benefit, which
      is
      generally the vesting period. During the three months and six-months ended
      June
      30, 2006 and 2005, the Company recognized no compensation expense under SFAS
      No.
      123 as no options were issued to employees during these two periods (See Note
      6).




As
      of
      April 15, 2005, the Company adopted its 2005 stock option plan to compensate
      its
      directors. As of June 30, 2006, no options have been granted to the directors.




**Use
      of Estimates**




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities ,
      the
      disclosures of contingent assets and liabilities as of the date of the financial
      statements and the reported amounts of revenue and expenses during the reporting
      periods. Actual results could differ from these estimates.




**Fair
      Value of Financial Instruments**





The
      Company’s financial instruments consist of cash and cash equivalents, accounts
      payable, accrued expenses and notes payable. Pursuant to SFAS No. 107,
“ *Disclosures
      About Fair Value of Financial Instruments* ,”
the
      Company is required to estimate the fair value of all financial instruments
      as
      of the balance sheet date. The Company considers the carrying values of its
      financial instruments in the financial statements to approximate their fair
      values.




**Cash
      and Cash Equivalents**




For
      purposes of the statements of cash flows, the Company defines cash equivalents
      as all highly liquid debt instruments purchased with a maturity of three months
      or less, plus all certificates of deposit.




**Concentration
      of Credit Risk**




Financial
      instruments, which potentially subject the Company to concentrations of credit
      risk, consist of cash. The Company places its cash with high quality financial
      institutions and at times may exceed the FDIC $100,000 insurance limit. The
      Company extends credit based on an evaluation of the customer's financial
      condition, generally without collateral. The Company monitors its exposure
      for
      credit losses and maintains allowances for anticipated losses, as required.


6




**TORNADO
        GOLD INTERNATIONAL CORP.**
 **(formerly
        Nucotec, Inc.)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **(UNAUDITED)**






**Revenue
      Recognition**




The
      Company has not generated any revenue from its mining operations.




**Mining
      Costs**




Costs
      incurred to purchase, lease or otherwise acquire property are capitalized when
      incurred. General exploration costs and costs to maintain rights and leases
      are
      expensed as incurred. Management periodically reviews the recoverability of
      the
      capitalized mineral properties and mining equipment. Management takes into
      consideration various information including, but not limited to, historical
      production records taken from previous mine operations, results of exploration
      activities conducted to date, estimated future prices and reports and opinions
      of outside consultants. When it is determined that a project or property will
      be
      abandoned or its carrying value has been impaired, a provision is made for
      any
      expected loss on the project or property.




**Income
      Taxes**




The
      Company accounts for income taxes in accordance with SFAS No. 109, "Accounting
      for Income Taxes." Deferred taxes are provided on the liability method whereby
      deferred tax assets are recognized for deductible temporary differences and
      deferred tax liabilities are recognized for taxable temporary differences.
      Temporary differences are the differences between the reported amounts of assets
      and liabilities and their tax bases. Deferred tax assets are reduced by a
      valuation allowance when, in the opinion of management, it is more likely than
      not that some portion or all of the deferred tax assets will be realized.
      Deferred tax assets and liabilities are adjusted for the effects of changes
      in
      tax laws and rates on the date of enactment.




**Loss
      Per Share**




The
      Company reports earnings (loss) per share in accordance with SFAS No. 128,
      "Earnings per Share." Basic earnings (loss) per share is computed by dividing
      income (loss) available to common shareholders by the weighted average number
      of
      common shares available. Diluted earnings (loss) per share is computed similar
      to basic earnings (loss) per share except that the denominator is increased
      to
      include the number of additional common shares that would have been outstanding
      if the potential common shares had been issued and if the additional common
      shares were dilutive. Diluted earnings (loss) per share has not been presented
      since the effect of the assumed conversion of options to purchase common shares
      would have an anti-dilutive effect. The only potential common shares as of
      June
      30, 2006 were 210,000 options and 650,000 warrants that have been excluded
      from
      the computation of diluted net loss per share because the effect would have
      been
      anti-dilutive. If such shares were included in diluted EPS, they would have
      resulted in weighted-average common shares of 29,626,725 and 32,487,331 for
      the
      three months ended June 30, 2006 and 2005, respectively, and 29,626,725 and
      43,160,937 for the six months ended June 30, 2006 and 2005, respectively.




**Reclassification**




Certain
      reclassifications have been made to the 2005 balances to conform to the 2006
      presentation.




**Recently
      Issued Accounting Pronouncements**




In
      May
      2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections."
      This statement applies to all voluntary changes in accounting principle and
      requires retrospective application to prior periods' financial statements of
      changes in accounting principle, unless this would be impracticable. This
      statement also makes a distinction between "retrospective application" of an
      accounting principle and the "restatement" of financial statements to reflect
      the correction of an error. This statement is effective for accounting changes
      and corrections of errors made in fiscal years beginning after December 15,
      2005. The Company believes the adoption of this standard will have no material
      impact on its financial statements.




7






**TORNADO
        GOLD INTERNATIONAL CORP.**
 **(formerly
        Nucotec, Inc.)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **(UNAUDITED)**





In
      February 2006, FASB issued SFAS No. 155, “Accounting for Certain Hybrid
      Financial Instruments”. SFAS No. 155 amends SFAS No 133, “Accounting for
      Derivative Instruments and Hedging Activities”, and SFAF No. 140, “Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities”. SFAS No. 155, permits fair value remeasurement for any hybrid
      financial instrument that contains an embedded derivative that otherwise would
      require bifurcation, clarifies which interest-only strips and principal-only
      strips are not subject to the requirements of SFAS No. 133, establishes a
      requirement to evaluate interest in securitized financial assets to identify
      interests that are freestanding derivatives or that are hybrid financial
      instruments that contain an embedded derivative requiring bifurcation, clarifies
      that concentrations of credit risk in the form of subordination are not embedded
      derivatives, and amends SFAS No. 140 to eliminate the prohibition on the
      qualifying special-purpose entity from holding a derivative financial instrument
      that pertains to a beneficial interest other than another derivative financial
      instrument. This statement is effective for all financial instruments acquired
      or issued after the beginning of the Company’s first fiscal year that begins
      after September 15, 2006. The Company believes the adoption of this standard
      will have no material impact on its financial statements.





In
      December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
      an
      Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires
      companies to recognize in the statement of operations the grant- date fair
      value
      of stock options and other equity-based compensation issued to employees. FAS
      No. 123R is effective beginning in the Company's first quarter of fiscal 2006.
      The Company believes the adoption of this standard may have a significant impact
      on its financial statements.





In
      December 2004, the FASB issued SFAS No. 153, “ *Exchanges
      of Non-Monetary Assets, an amendment of APB Opinion 29, Accounting for
      Non-Monetary Transactions.* ”
The
      amendments made by SFAS No. 153 are based on the principle that exchanges of
      non-monetary assets should be measured based on the fair value of the assets
      exchanged. Further, the amendments eliminate the narrow exception for
      non-monetary exchanges of similar productive assets and replace it with a
      broader exception for exchanges of non-monetary assets that do not have
      "commercial substance." The provisions in SFAS No. 153 are effective for
      non-monetary asset exchanges occurring in fiscal periods beginning after June
      15, 2005. Early application is permitted and companies must apply the standard
      prospectively. The Company adopted this statement on January 1, 2005. The
      adoption of the statement did not cause a significant change in the current
      manner in which the Company accounts for its exchanges of non-monetary
      assets.





In
      June
      2005, the EITF reached consensus on Issue No. 05-6, Determining the Amortization
      Period for Leasehold Improvements ("EITF 05-6.") EITF 05-6 provides guidance
      on
      determining the amortization period for leasehold improvements acquired in
      a
      business combination or acquired subsequent to lease inception. The guidance
      in
      EITF 05-6 will be applied prospectively and is effective for periods beginning
      after June 29, 2005. EITF 05-6 is not expected to have a material effect on
      the
      Company’s financial position or results of operations.




8




**TORNADO
        GOLD INTERNATIONAL CORP.**
 **(formerly
        Nucotec, Inc.)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **(UNAUDITED)**




**NOTE
      3 - Mining Claims**




**NT
      Green Property, HMD Gold Property, Goodwin Hill Gold Property, and Wilson Peak
      Property**




On
      May
      31, 2004, the Company entered into four agreements with a company wholly owned
      by Mr. Carl Pescio ("Pescio"), a Director of the Company, to lease four mining
      properties. The terms of the four leases are substantially identical and are
      as
      follows:




A
      schedule of the advanced lease payments for each of the four properties is
      as
      follows:




Due
                Date
            
            AmountJune
                5, 2004
            
            $
            15,000May
                15, 2005
            
            $
            22,500February
                5, 2006
            
            $
            30,000February
                5, 2007
            
            $
            37,500February
                5, 2008
            
            $
            50,000February
                5, 2009
            
            $
            62,500February
                5, 2010
            
            $
            75,000February
                5, 2011 and eachyear
                thereafter untilproduction
                commences
            
            $
            100,000







9


**TORNADO
        GOLD INTERNATIONAL CORP.**
 **(formerly
        Nucotec, Inc.)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **(UNAUDITED)**




Upon
      completion of a bankable feasibility study and payments totaling $105,000,
      the
      Company will own 100% of the property subject to a continuing production royalty
      of 4%. Once the $105,000 is paid, all subsequent payments will convert into
      advance minimum royalty payments that are credited against the 4% production
      royalty due. A 1% royalty is also due Pescio on production on property
      consisting of a 2 mile circumference surrounding the leased property.




The
      Company will pay additional land acquisition and filling fees on the property.
      The Company is committed to drill 5,000 feet on the property in each year
      commencing on or before September 1, 2006 and continuing until the completion
      of
      the feasibility study. Excess footage drilled in any year will be carried
      forward to subsequent years. The Company has the option to pay Pescio $10 per
      foot committed to and not drilled.




Prior
      to
      the completion of the feasibility study, the Company has the right to purchase
      2% of the 4% production royalty for $1,500,000 for each percentage point. The
      Company also has the option to purchase 50% of the 1% royalty for $500,000.




The
      Company shall be responsible for all environmental liabilities and reclamation
      costs it creates and indemnifies Pescio against any such claims or obligations.
      The Company can terminate the lease at any time by giving 30 days notice
      provided that there are no outstanding environmental or reclamation liabilities
      and that all lease and production royalty payments are current.




**Jack
      Creek Property**




On
      October 3, 2005, the Company paid the Bureau of Land Management $30,875 as
      consideration on the Exploration License and Option to Lease Agreement entered
      into between the Company and Mr. Earl Abbott, and Stanley Keith ("the owners"),
      to explore 247 claims (nearly 5,000 acres) known as the Jack Creek Property.
      Mr.
      Abbott is the Company's President ,
      and Mr.
      Keith is a Company Director.




The
      Company entered into a definitive Exploration License and Option to Lease
      Agreement for the above claims for a period of twenty years Under this
      agreement, the Company is responsible to make minimum lease payments to the
      owners as follows:




Due
                Date
            
            AmountUpon
                signing
            
            $
            22,5001st
                anniversary
            
            $
            30,0002nd
                anniversary
            
            $
            37,5003rd
                anniversary
            
            $
            50,0004th
                anniversary
            
            $
            62,5005th
                anniversary and eachanniversary
                thereafter
            
            $
            100,000







10






**TORNADO
        GOLD INTERNATIONAL CORP.**
 **(formerly
        Nucotec, Inc.)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **(UNAUDITED)**


If
      any
      payments due by the Company to the owners are not paid within 30 days of its
      due
      date, interest will begin to accrue on the late payment at a rate of 2% over
      the
      prime rate established by the Department of Business and Industry of the State
      of Nevada.




Upon
      completion of a bankable feasibility study and payments totaling $140,000,
      all
      subsequent payments will convert into advance minimum royalty payments that
      are
      credited against the 4% production royalty due.




The
      Company shall have the option to purchase one-half (1/2) of the royalty
      applicable to the property representing two percent (2%) of the Net Smelter
      Returns. The Company shall have the right to elect to purchase such part of
      the
      royalty in increments representing one percent (1%) of the Net Smelter Returns
      and the purchase price for each such increment shall be $1,500,000. The Company
      shall have the option to purchase one-half (1/2) of the area-of-interest royalty
      applicable to mineral rights, mining claims and properties which the Company
      acquires from third parties representing one-half percent (.5%) of the Net
      Smelter Returns. The purchase price for such part of the area-of-interest
      royalty shall be $500,000 for the one-half percent (.5%) of the area-of-interest
      royalty applicable to mineral rights, mining claims and properties which the
      Company acquires from any third party.




The
      Company shall be responsible for all environmental liabilities and reclamation
      costs it creates and indemnifies the owners against any such claims or
      obligations. The Company can terminate the lease at any time by giving 30 days
      notice provided that there are no outstanding environmental or reclamation
      liabilities and that all lease and production royalty payments are current.




**Additional
      Properties**




On
      October 6, 2005, the Company entered into a preliminary agreement with Mr.
      Carl
      Pescio, a Director of the Company, to lease 10 mineral properties (about 1,300
      claims) in Nevada. Under the term of the preliminary agreement, the Company
      is
      to make advance lease payments to Mr. Pescio on each property based upon the
      following schedule:




Due
                Date
            
            AmountUpon
                signing
            
            $
            35,0001st
                anniversary
            
            $
            55,0002nd
                anniversary
            
            $
            75,0003rd
                anniversary
            
            $
            100,0004th
                anniversary
            
            $
            125,0005th
                anniversary
            
            $
            150,0006th
                anniversary and eachanniversary
                thereafter
            
            $
            200,000







11




**TORNADO
        GOLD INTERNATIONAL CORP.**
 **(formerly
        Nucotec, Inc.)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **(UNAUDITED)**




Based
      upon the actual terms of the leases acquired in May 2004 and the preliminary
      terms of the leases acquired in October 2005, the Company's obligation as of
      June 30, 2006 for the payment of minimum lease payments on these 15 properties
      is as follows:




2006
            
            $
            572,5002007
            
            $
            930,0002008
            
            $
            1,237,5002009
            
            $
            1,550,0002010
            
            $
            1,862,500Minimum
                lease payments inSubsequent
                years
            
            $
            2,500,000










A
      description of the mining properties leased by the Company is as follows:




NT
      Green
      Property is located in central Lander County, Nevada ,
      about
      40 miles southwest of the town of Battle Mountain. The property is within the
      Battle Mountain/Eureka Trend at the northern end of the Toiyabe Range.




HMD
      Gold
      Property is located in Eureka County, Nevada along the west side of the Cortez
      Range, about 30 miles southwest of the town of Carlin. Access to the property
      is
      gained by driving 41 miles west of Elko on I-80, then 20 miles south on SH-306
      to the town of Crescent Valley. A well-maintained gravel road leads
      east-southeast past the Hot Springs Point to the vicinity of the Dean Ranch.
      A
      two-track road leads to the southeast and the property position is reached
      in
      about one-half mile.




Goodwin
      Hill Gold Property is located in east central Lander County, Nevada about 60
      miles south of the town of Battle Mountain and about 25 miles northeast of
      the
      town of Austin. It is positioned in grass Valley between the Simpson Park Range
      to the east and the Toiyabe Range to the west.




Wilson
      Peak property is located in Elko County, Nevada about 70 miles north of the
      town
      of Elko and about 20 miles north of the town of Tuscarora.




Jack
      Creek Property is located in the northern Independence Range about 50 miles
      north of Elko, Elko County, Nevada. It is comprised of 247 lode mining claims
      (nearly 5,000 acres).




Stargo
      Property is located in the Monitor Range about 45 miles southwest of the town
      of
      Eureka and comprises of a total of 257 lode claims (about 5,140 acres) in Nye
      County, Nevada.




West
      Whistler Property is located on the west flank of Whistler Mountain, about
      10
      miles northwest of the town of Eureka and comprises of a total of 103 lode
      claims (about 2,060 acres) in Eureka County, Nevada.




Brock
      Property is located in the Monitor Range about 36 miles southwest of the town
      of
      Eureka, and it comprises a total of 222 lode claims (about 4,440 acres) in
      Eureka County, Nevada .




Horseshoe
      Basin Property is located in the Fish Creek Mountains about 30 miles south
      of
      the town of Battle Mountain.




South
      Lone Mountain Property is located on the west flank of the Mountain Boy Range
      in
      Antelope Valley about 15 miles southwest of the town of Eureka and consists
      of a
      total of 140 lode claims (about 2,800 acres) in Eureka County, Nevada.




12




**TORNADO
        GOLD INTERNATIONAL CORP.**
 **(formerly
        Nucotec, Inc.)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **(UNAUDITED)**






Golconda
      Property is located in Rock Creek Valley about 12 miles east of the town of
      Winnemucca and near the intersection of the Getchell Trend and the north end
      of
      the Battle Mountain-Eureka Trend, and it comprises of a total of 108 lode claims
      (about 2,160 acres) in Humboldt County, Nevada.




North
      Battle Mountain Property is located in the Sheep Creek Range about 4 miles
      northeast of the town of Battle Mountain near the northern extension of the
      Battle Mountain-Eureka Trend, and it comprises a total of 73 lode claims (about
      1,460 acres) in Lander County, Nevada.




Dry
      Hills
      Property is located in the Dry Hills about 20 miles southwest of the town of
      Carlin, and it comprises of a total of 96 lode claims (about 1,920 acres) in
      Eureka County, Nevada.




Walti
      Property is located in Grass Valley about 62 miles south of the town of Carlin
      and consists of a total of 402 lode claims (about 8,040 acres) in Eureka and
      Lander Counties, Nevada.




Marr
      Property is located between the Fish Creek Mountains and the Ravenswood
      Mountains about 50 miles southwest of the town of Battle Mountain. The property
      is along the Western Nevada Rift and consists of a total of 93 lode claims
      (about 1,840 acres) in Lander County, Nevada.




As
      of
      June 30, 2006, the Company incurred a total of $965,598 in acquisition costs.
      The Company has recently commenced exploration of its properties and has yet
      to
      determine whether any of its properties are commercially feasible. In order
      for
      the Company to complete its analysis, additional funding is required (See Note
      9
      - Subsequent Events).




**NOTE
      4 - DEFERRED OFFERING COSTS**




Legal
      and
      related costs associated with the preparation of the Company’s private stock
      offering has been accrued and will be charged against the proceeds raised
      through the offering, or expensed if the offering is unsuccessful (See Note
      9 -
      Subsequent Events).




**NOTE
      5 - NOTES PAYABLE**




On
      July
      1, 2005, the Company borrowed $100,000 from Gatinara Holdings, Inc., an
      unrelated third party. The loan is evidenced by an unsecured promissory note.
      The note accrues interest at 8% per annum and matures on December 31, 2006.
      Accrued interest related to this note as of June 30, 2006 amounted to $7,978.




From
      August 9, 2005 to October 5, 2005, the Company borrowed a total of $330,978
      from
      Greenshoe Investment, Inc., an unrelated third party. The loans are evidenced
      by
      unsecured promissory notes. The notes accrue interest at 8% per annum and mature
      on December 31, 2006. Accrued interest related to these notes as of June 30,
      2006 amounted to $21,807.




During
      the three months ended March 31, 2006, the Company borrowed a total of $649,838
      from Greenshoe Investment, Inc. The loans are evidenced by unsecured promissory
      notes. The notes accrue interest at 8% per annum and mature on December 31,
      2006. Prior to maturity, the notes may be converted at the sole discretion
      of
      the Company into shares of the Company’s common stock at a rate of $1.00 per
      share. Accrued interest related to these notes as of June 30, 2006 amounted
      to
      $20,641 .




13




**TORNADO
        GOLD INTERNATIONAL CORP.**
 **(formerly
        Nucotec, Inc.)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **(UNAUDITED)**




**NOTE
      6 - STOCKHOLDERS’ DEFICIT**




**Common
      Stock**




On
      April
      19, 2004, the Company authorized a 50-for-1 stock split. On August 18, 2004,
      the
      Company authorized a 6.82-for-1 stock split. On May 16, 2005, the Company
      authorized a 1.20-for-1 stock split. In addition, the Company increased it
      authorized shares to 100,000,000. The accompanying financial statements have
      been retroactively restated to present the effect of these three stock splits.




On
      April
      15, 2005, the Company's officers and directors agreed to redeem an aggregate
      of
      27,172,800 of their shares for $7,906 or $.0002909 per share. The shares
      includes 13,586,400 shares from Dr. Abbott and 6,793,200 shares from each of
      Messrs. Pescio and Keith. Dr. Abbott's shares were redeemed for $3,954, and
      Messrs. Pescio and Keith each received $1,976 for their shares. These amounts
      are the equivalent to the pre-split prices they paid for their shares when
      they
      joined the Company in March 2004. The $7,906 was paid during the three months
      ended September 30, 2005.




In
      April
      15, 2005, the holders of the notes payable converted the principal amount of
      the
      notes totaling $1,025,000 and accrued interest of $79,271 into 1,325,126 shares
      of the Company's common stock.




In
      the
      fourth quarter of 2005, the Company sold 625,000 shares of common stock to
      an
      investor for total cash proceeds of $500,000. In connection with this
      transaction, the Company also issued to this investor a warrant to purchase
      625,000 shares of common stock for $0.85 per share. As of December 31, 2005,
      the
      Company received $499,582. The remaining $418 has been charged to equity and
      included in subscription receivable.




**Options
      and Warrants**





Options
      and Warrants:





In
      March
      2004, the Company issued 60,000 options to former employees of the Company.
      The
      fair value for these options was estimated to be $4,540 and has been recorded
      as
      an expense in the accompanying statement of operations. The fair value was
      estimated using a Black-Scholes option pricing model with the following
      weighted-average assumptions: risk-free interest rate of 5.5%; dividend yields
      of 0%; volatility factors of the expected market price of the Company's common
      stock of 50%; and a weighted average expected life of the option of 10 years,
      respectively.





In
      accordance with a consulting agreement with Access Capital Management Corp.,
      the
      Company issued Access Capital (“Access”) 25,000 options in September 2005 to
      purchase shares of the Company’s common stock for $0.75 per shares. These
      options were valued using the Black-Scholes option pricing model using the
      following assumptions: term of 1,853 days, a risk-free interest rate
      of 3.85%, a dividend yield of 0% and volatility of 63%. The value
      of these options of $12,075 was amortized over the three-month initial term
      of
      the agreement and was charged to operations in 2005.





In
      December 2005, the Company extended the term of the agreement and granted Access
      an additional 125,000 options to purchase shares of the Company’s common stock
      at a price of $0.75 per shares. These options were valued using the
      Black-Scholes option pricing model using the following assumptions: term
      of 1,762 days, a risk-free interest rate of 4.45%, a dividend yield
      of 0% and volatility of 71%. These options were valued at $52,150 and
      are being amortized over the nine month remaining term of the agreement. In
      2005, $5,794 was charged to operations in 2005.





The
      150,000 options granted in 2005 expire on September 28, 2010 unless Access
      Capital no longer provides services for the Company whereby the options expire
      one year from the date of termination.




14




**TORNADO
        GOLD INTERNATIONAL CORP.**
 **(formerly
        Nucotec, Inc.)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **(UNAUDITED)**





As
      discussed above, in connection with the issuance of the 625,000 shares of the
      Company’s common stock, the Company granted 625,000 warrants to purchase shares
      of the Company’s common stock at $.85 per share.





In
      June
      2006, former management exercised some of their options to purchase a total
      of
      24,800 shares of the Company’s common stock at a price of $.15 per
      share.





The
      following table summarizes the options and warrants outstanding:





WeighedOptions/
            
            AverageWarrants
            
            ExerciseOutstanding
            
            PriceBalance
                - December 31, 2004
            
            
            60,000
            
            
            0.1500Granted
            
            
            775,000
            
            
            0.8306Exercised
            
            
            -Forfeited
            
            
            -Balance
                - December 31, 2005
            
            
            835,000
            
            
            0.7817Granted
            
            
            -Exercised
            
            
            (24,800
            )
            
            (0.1500
            )Forfeited
            
            
            -Balance
                - June 30, 2006
            
            
            810,200
            
            
            0.801







**NOTE
      7 - INCOME TAXES**




Deferred
      income taxes reflect the net tax effects of temporary differences between the
      carrying amounts of assets and liabilities for financial statement purposes
      and
      the amounts used for income tax purposes. Significant components of the
      Company's deferred tax liabilities and assets as of June 30, 2006 are as
      follows:




Deferred
                tax assets:Net
                operating loss
            
            $
            650,000Less
                valuation allowance
            
            
            (650,000
            )$
            -







15




**TORNADO
          GOLD INTERNATIONAL CORP.**
 **(formerly
          Nucotec, Inc.)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **(UNAUDITED)**




At
      June
      30, 2006, the Company had federal net operating loss ("NOL") carryforwards
      of
      approximately $1,912,000. Federal NOLs could, if unused, begin to expire in
      2017.




Utilization
      of the net operating loss and tax credit carryforwards is subject to significant
      limitations imposed by the change in control under I.R.C. 382, limiting its
      annual utilization to the value of the Company at the date of change in control
      times the federal discount rate.




**NOTE
      8 - RELATED PARTY TRANSACTIONS**




During
      the six months ended June 30, 2006 and 2005, the Company had the following
      transactions with related parties:




As
      discussed in Note 3, the Company entered into agreements with a company owned
      by
      Mr. Carl Pescio, a Director of the Company, to acquire mining claims. During
      the
      six months ended June 30, 2006, the Company paid Mr. Pescio $420,000 related
      to
      these agreements.




As
      further discussed in Note 3, the Company entered into an agreement with Messrs.
      Abbott and Keith to acquire certain mining properties. During the six months
      ended June 30, 2006, the Company paid Mr. Abbott $8,294 and Mr. Keith $12,971
      related to this agreement.




During
      the six months ended June 30, 2006 and 2005, the Company incurred consulting
      fees for services rendered by Mr. Earl Abbott, the Company's President, totaling
      $101,898 and $43,750, respectively. Of the $101,898 incurred in 2006, $64,276
      related to mining exploration and $37,622 related to general administrative
      activities. Of the $43,750 incurred in 2005, $21,000 related to mining
      exploration and $22,750 related to general administrative activities. In
      addition, during the six-months ended June 30, 2005, the Company reimbursed
      Mr.
      Abbott $9,209 for travel and other related expenses.




During
      the six-months ended June 30, 2006, the Company paid Mr. George Drazenovic,
      its
      Chief Financial Officer, $20,000 for services rendered in that capacity. Mr.
      Drazenovic was not affiliated with the Company until 2006.




16




**TORNADO
        GOLD INTERNATIONAL CORP.**
 **(formerly
        Nucotec, Inc.)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **(UNAUDITED)**




**NOTE
      9 - SUBSEQUENT EVENTS**




On
      July
      24, 2006, the Company announced that it had sold an aggregate of approximately
      6.15 million units of its securities to a limited number of accredited investors
      or non-U.S. persons in a private placement. The closing occurred on July 18,
      2006. Each unit consists of one share of common stock and one warrant
      ("Warrant") to purchase one share of common stock. The purchase price was $0.30
      per unit, for an aggregate amount of approximately $1.84 million. The Warrants
      have an exercise period of three years and an exercise price of $.60 per share.
      Pursuant to the terms of the Registration Rights Agreement entered into by
      the
      Company and the investors, the Company agreed to file a registration statement
      with the SEC to cover the resale of the shares of common stock and the shares
      underlying the Warrants within 120 days after the closing and to use
      commercially reasonable efforts to cause the registration statement to be
      declared effective by the Sec within 180 days after the closing. If the
      registration statement is not so filed within the 120-day period or if it has
      not been declared effective within the 180-day period, the Company will pay
      to
      each investor an amount equal to one percent of the aggregate amount invested
      by
      the investor for each 30-day period following the expiration of either such
      period until the registration statement has been filed or declared effective,
      respectively. The Company sold to one of the investors units consisting of
      five
      million special warrants and an equivalent number of Warrants. Each special
      warrant converts into one share of common stock not later than 10 years from
      the
      closing without the tender of any additional consideration. The special warrants
      have no voting rights. The Company also agreed to pay eight percent of the
      proceeds received in the Private Placement as finders' fees.




On
      August
      7, 2006, the Company acquired an option for 53 additional claims at the Jack
      Creek Property, Elko County, Nevada. The option was acquired from Gateway Gold
      (USA) Corp. through two of the Company’s directors, Earl Abbott and Stanley
      Keith, and is subject to the Area of Interest clause in the original Jack Creek
      agreement between the Company and those directors that the Company announced
      in
      its October 3, 2005, news release. The Company has the option to earn a 50%
      undivided interest in the 53 claims through its expenditure on the claims of
      a
      total of $500,000 in various stages by March 1, 2007, 2008, and 2009.
      Thereafter, the Company and Gateway Gold could form a joint venture; but, if
      Gateway declines to participate at its 50% level, the Company could exercise
      its
      option to earn an additional 20% in the claims through its expenditure on the
      claims of an additional $500,000 in two equal stages on or before March 1,
      2010,
      and 2011. Mr. Abbott is also an officer of the Company.






17




**Item
      2.**  **Management's
      Discussion and Analysis or Plan of Operations**





THIS
      FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF MANAGEMENT
      OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE
      HAPPENING OF FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL FACT. FORWARD-LOOKING
      STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH
      AS
      "MAY", "SHALL", "COULD", "EXPECT", "ESTIMATE", "ANTICIPATE", "PREDICT",
      "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", OR SIMILAR TERMS, VARIATIONS
      OF
      THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE FORWARD-LOOKING STATEMENTS
      SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN COMPILED BY OUR MANAGEMENT
      ON
      THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND CONSIDERED BY MANAGEMENT TO
      BE
      REASONABLE. OUR FUTURE OPERATING RESULTS, HOWEVER, ARE IMPOSSIBLE TO PREDICT
      AND
      NO REPRESENTATION, GUARANTY, OR WARRANTY IS TO BE INFERRED FROM THOSE
      FORWARD-LOOKING STATEMENTS.





THE
      ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN
      THE
      FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT
      TO
      UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND
      OTHER
      CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA AND
      OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM
      AND
      AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE EXTENT
      THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY FROM
      ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED
      ON
      THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. NO ASSURANCE CAN BE
      GIVEN
      THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS SPECIFIED
      IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION TO UPDATE
      ANY SUCH FORWARD-LOOKING STATEMENTS.





**CRITICAL
      ACCOUNTING POLICIES.**




Our
      Management's Discussion and Analysis or Plan of Operation section discusses
      our
      financial statements, which have been prepared in accordance with accounting
      principles generally accepted in the United States of America. The preparation
      of these financial statements requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities at the
      date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. On an on-going basis, management evaluates
      its estimates and judgments, including those related to revenue recognition,
      accrued expenses, financing operations, and contingencies and litigation.
      Management bases its estimates and judgments on historical experience and on
      various other factors that are believed to be reasonable under the
      circumstances, the results of which form the basis for making judgments about
      the carrying value of assets and liabilities that are not readily apparent
      from
      other sources. Actual results may differ from these estimates under different
      assumptions or conditions. The most significant accounting estimates inherent
      in
      the preparation of our financial statements include estimates as to the
      appropriate carrying value of certain assets and liabilities which are not
      readily apparent from other sources, accruals for other costs, and the
      classification of net operating loss and tax credit carry forwards between
      current and long-term assets. These accounting policies are more fully described
      in the notes to the financial statements included in our Annual Report on Form
      10-KSB for the fiscal year ended December 31, 2005.





18




**MINING
      COSTS.**




Costs
      incurred to purchase, lease or otherwise acquire property are capitalized when
      incurred. General exploration costs and costs to maintain rights and leases
      are
      expensed as incurred. Management periodically reviews the recoverability of
      the
      capitalized mineral properties and mining equipment. Management takes into
      consideration various information including, but not limited to, historical
      production records taken from previous mine operations, results of exploration
      activities conducted to date, estimated future prices and reports and opinions
      of outside consultants. When it is determined that a project or property will
      be
      abandoned or its carrying value has been impaired, a provision is made for
      any
      expected loss on the project or property.




**OVERVIEW.**




We
      were
      incorporated in Nevada on October 8, 2001 in order to serve as a holding company
      for Salty's Warehouse, Inc., which sold consumer electronics products and other
      name brand consumer products over the Internet.




On
      March
      19, 2004, pursuant to a Plan of Reorganization and Acquisition, we disposed
      of
      our operating asset, Salty's Warehouse, Inc., when our prior management
      departed. Under our new management, we undertook a different business focus:
      the
      identification and acquisition of properties exhibiting the potential for gold
      mining operations by others. On July 7, 2004, we changed our name from Nucotec,
      Inc. to Tornado Gold International Corp. to reflect our new business focus.
      The
      name change was approved on May 12, 2004 by our Board of Directors. In addition,
      stockholders holding a majority of our outstanding common stock approved those
      actions by written consent in lieu of a meeting on May 12, 2004.




**LIQUIDITY
      AND CAPITAL RESOURCES.**




We
      had
      cash and cash equivalents totaling $9,856 as of June 30, 2006 and had prepaid
      our office lease and attorney fees totaling $1,413, making our total current
      assets $11,269. We also had mining assets of $965,598, making our total assets
      $981,867 as of June 30, 2006. As of that date, our available cash and cash
      equivalents were not sufficient to pay our day-to-day expenditures or to
      effectuate our business plan. In
      July,
      we sold approximately $1.84 million of our equity securities in a private
      placement. We
      are
      committed to continue to seek the necessary financing needed to continue
      operating through the sale of equity or debt financing, though there is no
      guarantee we will be able to do so.




As
      of
      June 30, 2006, we had a net working capital deficit of $1,157,106.




Net
      cash
      used in operating activities was $266,770 for the six months ended June 30,
      2006
      compared to $59,748 for the six months ended June 30, 2005. Net cash used in
      operating activities was $153,764 for the three months ended June 30, 2006
      compared to $26,808 for the three months ended June 30, 2005.




Since
      we
      have no current source of operating revenue, our only source of cash is from
      the
      issuance of debt or equity instruments. During the six months ended June 30,
      2006, we borrowed $649,838 compared to the $50,000 we borrowed during the six
      months ended June 30, 2005. We used $441,265 to make advance lease payments
      and
      acquisition costs on our mining claims during the six months ended June 30,
      2006
      compared to $43,314 we incurred during the six months ended June 30, 2005.
      As
      previously disclosed, in July we sold approximately $1.84 million of our equity
      securities in a private placement.




Due
      to
      numerous economic and competitive risks, any or all of which may have a material
      adverse impact upon our operations, there can be no assurance that we will
      be
      able to generate significant revenues or achieve a level of positive cash flow
      that would permit us to continue our current business plan. Our current plans
      encompass the identification and acquisition of properties exhibiting the
      potential for gold mining operations by others. However, as noted, we must
      continue to raise additional capital in order to ensure the availability of
      resources sufficient to fund all of our general and administrative expenses
      for
      the next twelve months.




19




No
      assurances can be given that we will be able to obtain sufficient operating
      capital trough the sale of our common stock and borrowing or that the
      development and implementation of our business plan will generate sufficient
      revenues in the future to sustain ongoing operations. These factors raise
      substantial doubt with our auditor about our ability to continue as a going
      concern.





**PLAN
      OF OPERATIONS.**




The
        Company recently announced that it had closed a financing of US $1,844,000.
        A
        substantial portion of the funds will be devoted to the lease costs of its
        15
        properties. The Company will also maintain a material portion for administrative
        overhead and future acquisition opportunities. Thus, the Company expects
        to have
        less than $500,000 available for exploration on its current properties over
        the
        next 12 months. The Company will continue to pursue additional financing
        opportunities to further its exploration and acquisition program over the next
        twelve months.
 
 The
        Company begins its exploration process by attempting to understand the regional
        geology of its prospects and by progressing through the district-wide geologic
        setting. Eventually, the Company graduates to the geologic setting of each
        individual proposed drill hole. Before drilling, the Company attempts to
        predict
        its chances of success, and it will drill only sites that it believes have
        the
        best chance of encountering a gold deposit. Typically, the Company will engage
        in integrated surface geological, geochemical and geophysical analysis
        before it begins drilling. Some of the specific methods that the Company
        will
        engage in include magmatic affinity, pluton vectoring, kinetic structural
        analysis and metal dispersion.
 
 To
        date,
        the Company has acquired leases in several claim blocks in the North Central
        Nevada area. In total, the property package represents 15 properties comprised
        of approximately 44,840 acres. However, in addition to its initial exploration
        program, the Company will need to spend significant funds to complete further
        in-depth drilling and engineering studies before it can identify whether
        or not
        it has a commercially viable mineral deposit.
 
 Future
        funding levels will also determine the extent and number of properties that
        it
        will explore. No certainty can be ascertained on its overall exploration
        program
        until significant funding levels have been achieved.
  While
        most properties will be examined and sampled, the Company will also analyze
        the
        results of all previous work that is publicly available for the properties.
        The
        Company currently expects that in Spring 2007 it will perform a small amount
        of
        drilling on the Jack Creek property. A ranking system will enable the Company
        to
        decide which properties will undergo detailed work and drill at the earliest
        opportunity. The remaining properties will be made available for farm-out,
        for
        development at a later date, or dropped all-together from further
        work.
 
 The
        following is a list of projects on which, as of the date of this Quarterly
        Report, the Company has decided to focus during the next 12 months. The
        prioritization of, and the projects themselves, are expected to change depending
        on funding levels and preliminary sampling results:


20


Jack
        Creek
 
 The
        Company intends to undertake geological and structural analysis, as well
        as soil
        sampling and geophysical surveys, on this property, located in the Independence
        Mountains mining district about 50 miles north of Elko, Nevada. The intended
        work is in preparation for an intended drill program on the property currently
        expected to be performed in Spring 2007, which, in aggregate, is expected
        to
        cost up to approximately $100,000.
 
 The
        Jack
        Creek property comprises a total of approximately 6,000 acres in Elko County,
        Nevada, and is located in the northern Independence Mountains. Management
        believes that the property is attractive because it occupies the southwest
        flank
        of a prominent gravity high, indicating the presence of relatively shallow
        Paleozoic carbonate sedimentary rocks.
 
 Recently,
        the Company acquired an option for 53 additional claims at the Jack Creek
        Property, Elko County, Nevada. The option was acquired from Gateway Gold
        (USA)
        Corp. through two of the Company's directors, Earl Abbott and Stanley Keith.
        The
        Company has the option to earn a 50% undivided interest in the 53 claims
        through
        its expenditure on the claims of a total of $500,000 in various stages by
        March
        1, 2007, 2008, and 2009. Currently, however, the Company does not have such
        funds available and will need to raise additional funds in order to exercise
        the
        option.
  NT
        Green
  Exploration
        currently anticipated to occur during the Spring of 2007 will focus on
        delineating drill targets.  The property will be prospected by sampling and
        analysis of mineralized rock. The Company expects to perform a kinematic
        structural analysis of the property and expects to produce a more realistic
        geologic map than those made available in the past.  A soil geochemistry
        program will aid in identifying favorable fault structures and intersections,
        as
        well as the centers of the most active hydrothermal activity.  A pluton
        vectoring study is expected to be performed by analysis of all intrusive
        rocks
        and their interpretation.  In addition, an airborne magnetic survey is
        expected to be performed over the property to aid in the discovery of dikes
        and
        sills and to aid in the mapping and structural analysis.  It is intended
        that by the Spring of 2007, the Company will have identified targets for
        permitting and drilling. The Company has budgeted up to approximately $100,000
        to complete this program; however, that amount may vary depending on preliminary
        results.
  Goodwin
        Hill
  Exploration
        on this property may include geologic mapping to identify prospective fault
        structures that can be projected under alluvium.  Sampling of all
        mineralized rocks is expected to provide a vector toward the center of
        hydrothermal activity.  Gravity and magnetic geophysical studies are
        expected to be performed to define the buried shallow basement rocks
        better.  These studies are intended to provide low risk drilling targets
        for permitting and drilling in the Spring of 2007. As of the date of this
        Quarterly Report, the Company has budgeted nearly $50,000 for this
        program.
  Work
        to
        date in the area has indicated a large Carlin type system within prospective
        lower plate carbonate rocks on the flanks of a major dome and near intrusive
        bodies.
  HMD
 
 Exploration
        on this property will be directed toward delineating low-risk drill
        targets.  The Company currently expects that it will undertake a kinematic
        structural analysis of the exposed silicified rocks along the HMD structure
        combined with careful rock sampling to locate points along the fault where
        hydrothermal activity is most intense.  The Company intends to supplement
        these studies with soil sampling, and the resulting drill targets will be
        sharpened by detailed IP surveys.  By the Spring of 2007, the Company hopes
        to have targets prepared for permitting and drilling. The Company expects
        to
        spend up to approximately $50,000 for this program over the next 12
        months.


21


Wilson
        Peak
  A
        program
        of kinematic structural analysis, combined with multi-element rock and soil
        sampling, is currently planned for Wilson Peak.  Potential drill targets
        will be sharpened by IP geophysical surveys.  Assuming sufficient funds
        have been raised by the Company, permitting and drilling are planned for
        Spring
        2007. The Company expects that this program will require up to approximately
        $50,000 for the next 12 months.
  Other
        Properties
  The
        Company hopes to undertake additional exploration studies on the Stargo,
        West
        Whistler, Brock, Horseshoe Basin, South Lone Mountain, Golconda, North Battle
        Mountain, Dry Hills Property, Walti, and Marr Properties, but no detailed
        plans
        to conduct exploration on these properties have yet been determined. The
        Company
        believes that it could expect to spend up to approximately $150,000 on these
        properties, thus, bringing the total funds budgeted for the next 12 months
        to
        $500,000.
  The
        projects described above will be managed by Dr. Abbott. The Company expects
        to utilize the services of various third-party geological professionals to
        assist with the various projects. The number of consultants will depend on
        the
        Company’s initial exploratory results and funding levels. No plans are in place
        for a significant change in the number of full-time personnel.
  Currently,
        the Company has no research and development plans and no intention to purchase
        or sell plant or significant equipment.


**RESULTS
      OF OPERATIONS.**




**FOR
      THE SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2005.**




REVENUE.
      We have realized no revenues for the six months ended June 30, 2006 and 2005.




OPERATING
      EXPENSES **.** For the
      six months ended June 30, 2006, our total operating expenses were $290,585
      compared to our total operating expenses of $103,579 in the corresponding prior
      period. Of the $290,585 incurred in 2006, $81,267 related to our mining
      exploration and $209,318 was incurred in general and administrative activities.
      Of the $103,579 incurred in 2005, $21,000 related to mining exploration and
      $82,579 related to general and administrative activities. During the six months
      ended June 30, 2006, we accrued $37,738 in interest expenses on notes payable
      compared to interest accruing during the six months ended June 30, 2005 of
      $23,238. No interest has been paid on notes payable during either
      period.




22






**FOR
      THE THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE
      30,
      2005.**




REVENUE.
      We have realized no revenues for the three months ended June 30, 2006 and 2005.




OPERATING
      EXPENSES **.** For the
      three months ended June 30, 2006, our total operating expenses were $166,815
      compared to our total operating expenses were $57,604 in the corresponding
      prior
      period. Of the $166,815 incurred in 2006, $41,307 related to our mining
      exploration and $125,508 was incurred in general and administrative activities.
      Of the $57,604 incurred in 2005, $3,150 related to mining exploration and
      $54,454 related to general and administrative activities. During the three
      months ended June 30, 2006, we accrued $21,537 in interest expenses on notes
      payable compared to interest accruing during the three months ended June 30,
      2005 of $3,600. No interest has been paid on notes payable during either
      period.




Of
      the
      $41,307 that we incurred in our mining operations during the three months ended
      June 30, 2006, $41,307 relates to technical consulting services rendered by
      our
      President. Of the $125,508 that we incurred in general and administrative
      expenses during the three-months ended June 30, 2006, $10,000 relates to
      services rendered by our Chief Financial Officer. Other notable general and
      administrative expenses incurred for the quarter in 2006 include investor
      relations fees of $31,510, accounting and auditing fees of $13,091, legal fees
      of $19,500, rent expense of $4,217, and fees paid to the staffing agency for
      the
      services rendered by our President's assistant during the three-month period
      amounting to $6,752.




For
                  the Three Months Ended
              
              For
                  the Six Months EndedJune
                  30,
              
              June
                  30,2006
              
              2005
              
              2006
              
              2005**Professional
                  fees: Legal fees**
              
              $
              46,665
              
              $
              15871
              
              $
              49,081
              
              $
              17,895**Administrative
                  Fee: E Abbott**
              
              
              6,719
              
              
              17500
              
              
              42,306
              
              
              22,750**Investor
                  Relations**
              
              
              31,582
              
              
              
              
              
              37,813
              
              
              -**Professional
                  fees:Accounting fees**
              
              
              9,373
              
              
              13398
              
              
              24,717
              
              
              15,766**Administrative
                  Fee: G. Drazenovic**
              
              
              10,000
              
              
              
              
              
              20,000
              
              
              -**Employee
                  leasing**
              
              
              6,752
              
              
              
              
              
              11,554
              
              
              -**Travel**
              
              
              7,877
              
              
              1328
              
              
              8,620
              
              
              9,582**Rent**
              
              
              4,213
              
              
              4187
              
              
              8,400
              
              
              8,372**Consulting
                  fees**
              
              
              -
              
              
              
              
              
              3,000
              
              
              2,778**Outside
                  services**
              
              
              1,550
              
              
              705
              
              
              1,550
              
              
              1,308**Continuing
                  Education**
              
              
              -
              
              
              209
              
              
              709
              
              
              209**Telephone**
              
              
              303
              
              
              62
              
              
              665
              
              
              124**Website**
              
              
              -
              
              
              
              
              
              -
              
              
              660**Office
                  expense**
              
              
              406
              
              
              1232
              
              
              491
              
              
              3,010**Dues
                  and subscriptions**
              
              
              68
              
              
              
              
              
              282
              
              
              -**Bank
                  fees**
              
              
              -
              
              
              (37
              )
              
              70
              
              
              -**Taxes
                  and licenses**
              
              
              -
              
              
              
              
              
              60
              
              
              125$
              125,508
              
              $
              54,455
              
              $
              209,318
              
              $
              82,579




**OFF-BALANCE
      SHEET ARRANGEMENTS** .




There
      are
      no off balance sheet arrangements that have or are reasonably likely to have
      a
      current or future effect on our financial condition, changes in financial
      condition, revenues or expenses, results of operations, liquidity, capital
      expenditures or capital resources that are material to investors; except for
      our
      commitment to lease certain mining property that require us to make substantial
      lease payments in the future as disclosed in Note 3 to the financial statements
      included elsewhere in this Quarterly Report on Form 10-QSB.




**SUBSEQUENT
      EVENTS.**




On
      August
      7, 2006, we announced that we acquired an option for 53 additional claims at
      the
      Jack Creek Property, Elko County, Nevada. The option was acquired from Gateway
      Gold (USA) Corp. through two of our directors, Earl Abbott and Stanley Keith,
      and is subject to the Area of Interest clause in the original Jack Creek
      agreement between the directors and us that we had announced in October 2005.
      We
      have the option to earn a 50% undivided interest in the 53 claims through
      expenditure on the claims of a total of $500,000 in various stages by March
      1,
      2007, 2008, and 2009. Thereafter, Gateway Gold and we could form a joint
      venture, but, if Gateway declines to participate at its 50% level, we could
      exercise our option to earn an additional 20% in the claims through our
      expenditure on the claims of an additional $500,000 in two equal stages on
      or
      before March 1, 2010, and 2011.




In
      late
      July, we announced that we sold approximately $1.84 million of our equity
      securities in a private placement. We currently intend to leverage these funds
      to acquire additional exploration properties and to maintain administrative
      operations for the next 12 months. We also expect to continue to seek additional
      funds to expedite and expand our exploration and drilling programs.




23




**Item
      3.**  **Controls
      and Procedures**





Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and the principal financial officer, we have
      conducted an evaluation of the effectiveness of the design and operation of
      our
      disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
      under the Securities Exchange Act of 1934, as of the end of the period covered
      by this report. Based on this evaluation, our principal executive officer and
      principal financial officer concluded as of the evaluation date that our
      disclosure controls and procedures were effective such that the material
      information required to be included in our Securities and Exchange Commission
      reports is recorded, processed, summarized and reported within the time periods
      specified in SEC rules and forms relating to our company, including any
      consolidating subsidiaries, and was made known to us by others within those
      entities, particularly during the period when this report was being prepared.





Additionally,
      there were no significant changes in our internal controls or in other factors
      that could significantly affect these controls subsequent to the evaluation
      date. We have not identified any significant deficiencies or material weaknesses
      in our internal controls, and therefore there were no corrective actions
      taken. ****





**Part
      II.**  **OTHER
      INFORMATION**





**Item
      6.**  **Exhibits**





**Exhibit**
              **Number**
            **Description
                of Document**31.1
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act31.2
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act32.1
            Certification
                pursuant to Section 906 of the Sarbanes-Oxley Act











**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




TORNADO
              GOLD
              INTERNATIONAL CORP.August
              18, 2006
            By:
            /s/ GEORGE
              DRAZENOVICGeorge Drazenovic, Chief Financial Officer
              (Principal
                financial officer andduly
                authorized signatory)




24