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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Form 10-Q

(Mark One)

[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

[]
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
  ACT OF 1934

For the transition period from __________ to ____________

Commission file number000-50146

TORNADO GOLD INTERNATIONAL
CORPORATION(Exact name of registrant as specified in its
charter)

|Delaware                                                             | 94-3409645                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)

8600 Technology Way, Suite 118, Reno, Nevada
89521(Address of principal executive offices) (zip code)

(775) 852-3770(Registrants telephone number,
including area code)

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

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 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 whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See 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                         | [] | Smaller reporting company | [ x ]
|(Do not check if a smaller reporting company) |    |                           |      

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes []
  No [ x ]

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APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date:

33,513,189 common shares issued and outstanding as of
March 31, 2008

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

These financial statements have been prepared by Tornado Gold
International Corporation (the Company) without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission (SEC).
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted in accordance with such SEC rules and regulations. In the
opinion of management, the accompanying statements contain all adjustments
necessary to present fairly the financial position of the Company as of March
31, 2008, and its results of operations, stockholders equity, and its cash
flows for the three month period ended March 31, 2008 and for the period from
inception (March 19, 2004) to March 31, 2008. The results for these interim
periods are not necessarily indicative of the results for the entire year. The
accompanying financial statements should be read in conjunction with the
financial statements and the notes thereto filed as a part of the Companys
annual report on Form 10-KSB filed on April 14, 2008.

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|TORNADO GOLD INTERNATIONAL CORPORATION
|--------------------------------------
|(AN EXPLORATORY STAGE COMPANY)        
|CONDENSED BALANCE
      SHEET         

|                                                                     |   | March 31,   |  
|-------------------------------------------------------------------- | - | ----------- | -
|                                                                     |   | 2008        |  
|                                                                     |   | (Unaudited) |  
|ASSETS                                                               |   |             |  
|                                                                     |   |             |  
|CURRENT ASSETS                                                       |   |             |  
|Cash
      and cash equivalents                                      | $ | 130,007     |  
|Prepaid Expenses                                                     |   | 10,382      |  
|                                                                     |   |             |  
|TOTAL CURRENT ASSETS                                                 |   | 140,389     |  
|                                                                     |   |             |  
|PROPERTY AND EQUIPMENT,                                              |   |             |  
|Mining
      claims                                                  |   | 581,048     |  
|Computer equipment,
      net                                        |   | 1,826       |  
|                                                                     |   |             |  
|OTHER ASSETS                                                         |   |             |  
|Intangible
      assets - net                                        |   | 4,007       |  
|                                                                     |   |             |  
|TOTAL ASSETS                                                         | $ | 727,270     |  
|                                                                     |   |             |  
|                                                                     |   |             |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                |   |             |  
|                                                                     |   |             |  
|CURRENT LIABILITIES                                                  |   |             |  
|Accounts
      payable - related party                               | $ | 52,470      |  
|Accounts payable
      - others                                      |   | 93,936      |  
|Accrued
      expenses                                               |   | 249,975     |  
|Loan Payable
      - related party                                   |   | 730,000     |  
|Notes
      payable and accrued interest                             |   | 12,000      |  
|Convertible
      debt and accrued interest payable, net of discount |   | 25,157      |  
|TOTAL CURRENT LIABILITIES                                            |   | 1,163,538   |  
|                                                                     |   |             |  
|COMMITMENTS AND CONTINGENCIES                                        |   | -           |  
|                                                                     |   |             |  
|STOCKHOLDERS' DEFICIT                                                |   |             |  
|Common stock;
      $0.001 par value; 100,000,000 shares             |   |             |  
|authorized; 37,213,189 shares issued and outstanding                 |   | 37,213      |  
|Additional
      paid in capital                                     |   | 3,533,746   |  
|Accumulated
      deficit                                            |   | (704,993    | )
|Deficit accumulated
      during the exploratory stage               |   | (4,801,816  | )
|Subscribed
      warrants                                            |   | 1,500,000   |  
|Stock subscription
      receivable                                  |   | (418        | )
|TOTAL STOCKHOLDERS' DEFICIT                                          |   | (436,268    | )
|                                                                     |   |             |  
|TOTAL LIABILITIES AND STOCKHOLDERS'
      DEFICIT                    | $ | 727,270     |  

The accompanying notes are an integral part of these financial statements

F-1

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|TORNADO GOLD INTERNATIONAL CORPORATION
|--------------------------------------
|(AN EXPLORATORY STAGE COMPANY)        
|CONDENSED STATEMENTS OF OPERATIONS    

|                                             |   |                            |   |   |             |   |   | From        |  
|-------------------------------------------- | - | -------------------------- | - | - | ----------- | - | - | ----------- | -
|                                             |   |                            |   |   |             |   |   | March 19,   |  
|                                             |   |                            |   |   |             |   |   | 2004        |  
|                                             |   | For the Three Months Ended |   |   | through     |  
|                                             |   | March 31,                  |   |   | March 31,   |  
|                                             |   | 2007                       |   |   | 2008        |   |   | 2008        |  
|                                             |   | (Unaudited)                |   |   | (Unaudited) |   |   | (Unaudited) |  
|                                             |   |                            |   |   |             |   |   |             |  
|                                             |   |                            |   |   |             |   |   |             |  
|NET REVENUE                                  | $ | -                          |   | $ | -           |   | $ | -           |  
|                                             |   |                            |   |   |             |   |   |             |  
|OPERATING EXPENSES                           |   |                            |   |   |             |   |   |             |  
|Compensation expense on option grants        |   | -                          |   |   | -           |   |   | 68,765      |  
|Mining exploration
      expenses            |   | 79,197                     |   |   | -           |   |   | 1,329,175   |  
|General and administrative expenses          |   | 125,756                    |   |   | 31,053      |   |   | 1,191,458   |  
|Loss on abandonment
      of mining claims   |   | -                          |   |   | -           |   |   | 1,661,350   |  
|TOTAL OPERATING EXPENSES                     |   | 204,953                    |   |   | 31,053      |   |   | 4,250,748   |  
|                                             |   |                            |   |   |             |   |   |             |  
|LOSS FROM OPERATIONS                         |   | (204,953                   | ) |   | (31,053     | ) |   | (4,250,748  | )
|                                             |   |                            |   |   |             |   |   |             |  
|OTHER INCOME (EXPENSE)                       |   |                            |   |   |             |   |   |             |  
|Accrued damages
      on breach of contract  |   | -                          |   |   | -           |   |   | (249,975    | )
|Interest expense                             |   | (21,616                    | ) |   | (31,594     | ) |   | (301,093    | )
|TOTAL OTHER INCOME (EXPENSE)                 |   | (21,616                    | ) |   | (31,594     | ) |   | (551,068    | )
|                                             |   |                            |   |   |             |   |   |             |  
|LOSS BEFORE PROVISION FOR INCOME TAXES       |   | (226,569                   | ) |   | (62,647     | ) |   | (4,801,816  | )
|                                             |   |                            |   |   |             |   |   |             |  
|PROVISION FOR INCOME TAXES                   |   | -                          |   |   | -           |   |   | -           |  
|                                             |   |                            |   |   |             |   |   |             |  
|NET LOSS                                     | $ | (226,569                   | ) | $ | (62,647     | ) | $ | (4,801,816  | )
|                                             |   |                            |   |   |             |   |   |             |  
|NET LOSS PER SHARE - BASIC AND DILUTED       | $ | (0.01                      | ) | $ | (0.00       | ) |   |             |  
|                                             |   |                            |   |   |             |   |   |             |  
|WEIGHTED AVERAGE COMMON EQUIVALENT           |   |                            |   |   |             |   |   |             |  
|SHARES OUTSTANDING - BASIC AND
      DILUTED |   | 30,111,526                 |   |   | 33,190,260  |   |   |             |  

The accompanying notes are an integral part of these financial
  statements

F-2

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|TORNADO GOLD INTERNATIONAL CORPORATION  
|----------------------------------------
|(AN EXPLORATORY STAGE COMPANY)          
|CONDENSED STATEMENTS
      OF CASH FLOWS

|                                                                                            |   |                            |   |   |           |   |   | From           |  
|------------------------------------------------------------------------------------------- | - | -------------------------- | - | - | --------- | - | - | -------------- | -
|                                                                                            |   |                            |   |   |           |   |   | March 19, 2004 |  
|                                                                                            |   | For the Three Months Ended |   |   | through   |  
|                                                                                            |   | March 31,                  |   |   | March 31, |  
|                                                                                            |   | 2007                       |   |   | 2008      |   |   | 2008           |  
|                                                                                            |   |                            |   |   |           |   |   |                |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                       |   |                            |   |   |           |   |   |                |  
|Net loss                                                                                    | $ | (226,569                   | ) | $ | (62,647   | ) | $ | (4,801,816     | )
|Adjustment to reconcile net loss to net
      cash                                          |   |                            |   |   |           |   |   |                |  
|used
      in operating activities:                                                         |   |                            |   |   |           |   |   |                |  
|Loss on abandonment of mining claims                                                        |   |                            |   |   |           |   |   | 1,318,475      |  
|Value of options and warrants granted for services                                          |   | -                          |   |   | -         |   |   | 68,765         |  
|Amortization                                                                                |   | 572                        |   |   | 572       |   |   | 2,861          |  
|Depreciation                                                                                |   | 277                        |   |   | 277       |   |   | 1,496          |  
|Changes in:                                                                                 |   |                            |   |   |           |   |   |                |  
|Prepaid
      expenses and other current assets                                             |   | (43,333                    | ) |   | 3,626     |   |   | (5,382         | )
|Accounts payable                                                                            |   | 42,646                     |   |   | (31,982   | ) |   | 221,507        |  
|Accrued
      expenses                                                                      |   |                            |   |   | -         |   |   | 249,975        |  
|Amortization of discount
      on convertible debentures                                    |   | -                          |   |   | 11,250    |   |   | 11,250         |  
|Accrued
      interest added to principal                                                   |   | 21,616                     |   |   | 20,345    |   |   | 208,733        |  
|Net cash used in operating activities                                                       |   | (204,791                   | ) |   | (58,559   | ) |   | (2,724,136     | )
|                                                                                            |   |                            |   |   |           |   |   |                |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                       |   |                            |   |   |           |   |   |                |  
|Purchase
      of mining claims                                                             |   | (150,000                   | ) |   | -         |   |   | (1,778,973     | )
|Purchase of equipment                                                                       |   | (1,980                     | ) |   | -         |   |   | (3,323         | )
|Website
      design costs                                                                  |   |                            |   |   | -         |   |   | (6,868         | )
|Net cash used in investing activities                                                       |   | (151,980                   | ) |   | -         |   |   | (1,789,164     | )
|                                                                                            |   |                            |   |   |           |   |   |                |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                       |   |                            |   |   |           |   |   |                |  
|Proceeds
      from loan payable                                                            |   | 330,000                    |   |   | 185,000   |   |   | 3,082,816      |  
|Proceeds from issuance
      of common stock                                                |   |                            |   |   | -         |   |   | 856,802        |  
|Proceeds
      from subscribed warrants                                                     |   |                            |   |   | -         |   |   | 1,500,000      |  
|Payment on note payable                                                                     |   |                            |   |   | -         |   |   | (42,500        | )
|Repurchase
      of shares on common stock                                                  |   |                            |   |   | -         |   |   | (577,906       | )
|Offering costs                                                                              |   |                            |   |   | -         |   |   | (175,905       | )
|Net cash provided by financing
      activities                                             |   | 330,000                    |   |   | 185,000   |   |   | 4,643,307      |  
|                                                                                            |   |                            |   |   |           |   |   |                |  
|NET INCREASE (DECREASE) IN CASH AND                                                         |   |                            |   |   |           |   |   |                |  
|CASH EQUIVALENTS                                                                            |   | (26,771                    | ) |   | 126,441   |   |   | 130,007        |  
|                                                                                            |   |                            |   |   |           |   |   |                |  
|CASH AND CASH EQUIVALENTS, Beginning of period                                              |   | 144,106                    |   |   | 3,566     |   |   | -              |  
|                                                                                            |   |                            |   |   |           |   |   |                |  
|CASH AND CASH EQUIVALENTS, End of period                                                    | $ | 117,335                    |   | $ | 130,007   |   | $ | 130,007        |  
|                                                                                            |   |                            |   |   |           |   |   |                |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                          |   |                            |   |   |           |   |  
|                                                                                            |   |                            |   |   |           |   |   |                |  
|Interest paid                                                                               | $ | -                          |   | $ | -         |   |   |                |  
|Income taxes paid                                                                           | $ | -                          |   | $ | -         |   |   |                |  
|                                                                                            |   |                            |   |   |           |   |   |                |  
|Noncash investing and financing
      activities:                                           |   |                            |   |   |           |   |   |                |  
|                                                                                            |   |                            |   |   |           |   |   |                |  
|During the quarter ended March 31, 2008, debt totalling $1,280,641
      was converted into |   |                            |   |  
|3,201,663 shares of
      the Company's common stock.                                       |   |                            |   |   |           |   |   |                |  

The accompanying notes are an integral part of these financial
  statements

F-3

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TORNADO GOLD INTERNATIONAL CORP.(An Exploratory Stage Company) NOTES TO CONDENSED FINANCIAL STATEMENTS

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 as defined
  in Financial Accounting Standards Board (FASB) Statement of Financial
  Accounting Standards (SFAS) No. 7 and has been since March 19, 2004,
  when it changed its principal activity to the exploration of mining properties
  for future commercial development and production (See Note 4). On February 14,
  2007, the Company changed its domicile from Nevada to Delaware.

Basis of Presentation and Going Concern

The accompanying unaudited financial statements contain all adjustments
  (consisting only of normal recurring adjustments) which, in the opinion of management,
  are necessary to present fairly the financial position of the Company as of
  March 31, 2008, and the results of its operations for the three months ended
  March 31, 2008 and 2007, and for the period from March 19, 2004 to March 31,
  2008, and its cash flows for the three months ended March 31, 2008 and 2007,
  and for the period from March 19, 2004 to March 31, 2008. Certain information
  and footnote disclosures normally included in financial statements have been
  condensed or omitted pursuant to rules and regulations of the U.S. Securities
  and Exchange Commission (the Commission). The Company believes that
  the disclosures in the financial statements are adequate to make the information
  presented not misleading. However, the financial statements included herein
  should be read in conjunction with the financial statements and notes thereto
  included in the Companys Annual Report on Form 10-KSB for the year ended
  December 31, 2007 filed with the Commission on April 14, 2008.

The accompanying financial statements have been prepared in conformity
  with accounting principles generally accepted in the United States of America,
  which 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
  year ended March 31, 2008 of $62,647, had a negative working capital of $1,023,149,
  and had an accumulated deficit since its inception of $5,506,809. 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. These condensed financial statements do
  not include 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

Management recognizes that the Company must generate additional
  resources to enable it to continue operations. Management intends to raise additional
  funds through debt and/or equity financing or through other means that it deems
  necessary. However, no assurance can be given that the Company will be successful
  in raising additional capital. Further, even if the company raises additional
  capital, there can be no assurance that the Company will achieve profitability
  or

F-4

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positive cash flow. If management is unable to raise additional
  capital and expected significant revenues do not result in positive cash flow,
  the Company will not be able to meet its obligations and may have to cease operations.

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. All references in
  the accompanying financial statements to the number of shares outstanding and
  per-share amounts have been restated to reflect the various indicated stock
  splits.

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 2008, the Company
  recognized no compensation expense under SFAS No. 123R 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 March 31, 2008, 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 and disclosures of contingent assets and liabilities at 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
  at the balance sheet date. The Company considers the carrying values of its
  financial instruments in the financial statements to approximate their fair
  values.

F-5

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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.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation
  and amortization. Depreciation and amortization are calculated using the straight-line
  method and with useful lives used in computing depreciation of 3 years. When
  property and equipment are retired or otherwise disposed of, the related cost
  and accumulated depreciation are removed from the respective accounts, and any
  gain or loss is included in operations. Expenditures for maintenance and repairs
  are charged to operations as incurred; additions, renewals and betterments are
  capitalized.

Long- Lived Assets

The Company accounts for its long-lived assets in accordance
  with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
  Assets." SFAS No. 144 requires that long-lived assets be reviewed for impairment
  whenever events or changes in circumstances indicate that the historical cost
  carrying value of an asset may no longer be appropriate. The Company assesses
  recoverability of the carrying value of an asset by estimating the future net
  cash flows expected to result from the asset, including eventual disposition.
  If the future net cash flows are less than the carrying value of the asset,
  an impairment loss is recorded equal to the difference between the asset's carrying
  value and fair value or disposable value. As of March 31, 2008, the Company
  did not deem any of its long-term assets to be impaired.

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.

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 mining 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

F-6

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carrying value has been impaired, a provision is made for any
  expected loss on the project or property.

Website Development Costs

Under FASB Emerging Issues Task Force Statement 00-2, Accounting
  for Web Site Development Costs ("EITF 00-2"), costs and expenses incurred during
  the planning and operating stages of the Company's web site development are
  expensed as incurred. Under EITF 00-2, costs incurred in the web site application
  and infrastructure development stages are capitalized by the Company and amortized
  to expense over the web site's estimated useful life or period of benefit. As
  of March 31, 2008, the Company had net capitalized costs of $4,006 related to
  its web site development, which are being depreciated on a straight-line basis
  over an estimated useful life of 3 years. Amortization expense for the three
  months ended March 31, 2008 and 2007 amounted to $572 and $572, respectively.

A schedule of amortization expense for the periods ending December
  31, 2009 is as follows:

December 31, 2008
      $
      2,289December 31, 2009
      
      1,718$
      4,007


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 March
  31, 2008 were 160,200 options, 11,795,000 warrants, and $50,000 of debt convertible
  into 1,000,000 shares of the Companys common stock 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 46,145,660 for the 3 months
  ended March 31, 2008.

F-7

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Recent Accounting Pronouncement

SFAS No. 161- In March 2008, the FASB issued Statement
  No. 161, Disclosures about Derivative Instruments and Hedging Activitiesan
  amendment of FASB Statement No. 133. This Statement changes the disclosure
  requirements for derivative instruments and hedging activities. Entities are
  required to provide enhanced disclosures about (a) how and why an entity uses
  derivative instruments, (b) how derivative instruments and related hedged items
  are accounted for under Statement 133 and its related interpretations, and (c)
  how derivative instruments and related hedged items affect an entitys
  financial position, financial performance, and cash flows.

This Statement is intended to enhance the current disclosure
  framework in Statement 133. The Statement requires that objectives for using
  derivative instruments be disclosed in terms of underlying risk and accounting
  designation. This disclosure better conveys the purpose of derivative use in
  terms of the risks that the entity is intending to manage. Disclosing the fair
  values of derivative instruments and their gains and losses in a tabular format
  should provide a more complete picture of the location in an entitys financial
  statements of both the derivative positions existing at period end and the effect
  of using derivatives during the reporting period. Disclosing information about
  credit-risk-related contingent features should provide information on the potential
  effect on an entitys liquidity from using derivatives. Finally, this Statement
  requires cross-referencing within the footnotes, which should help users of
  financial statements locate important information about derivative instruments.

This Statement is effective for financial statements issued for
  fiscal years and interim periods beginning after November 15, 2008, with early
  application encouraged. This Statement encourages, but does not require, comparative
  disclosures for earlier periods at initial adoption.

The Company is currently evaluating SFAS 161 and has not yet
  determined its potential impact on its future results of operations or financial
  position.

NOTE 3  COMPUTER EQUIPMENT

A summary of computer equipment at March 31, 2008 is as follows:

Computer equipment
      $
      3,323Accumulated depreciation
      
      (1,497
      )$
      1,826


Depreciation expense for the 3 months ended March 31, 2008 and
  2007 amounted to $277 and $277, respectively.

NOTE 4  MINING CLAIMS

Illapah and NT Greens

The Company originally leased 16 mining properties of which 15
  were leased from Mr. Carl Pescio, a former director of the Company, and one
  property owned by the Companys president and another director. In 2007,
  Mr. Pescio transferred the 15 properties he owned to Allied Nevada Gold Holdings,
  LLC (Allied).

F-8

---

In 2007, the Company was in breach of its lease of the 15 properties
  and entered into an agreement with Allied effective January 1, 2008, whereby
  the Company returned all mining properties leased with the exception of the
  Illipah and NT Green claims. Effective January 1, 2008, the Company returned
  all of its mining properties leased transferred to Corporation related party
  except for the Illipah and NT Green claims. The agreement pertaining to these
  two properties has a term of five years. Under the agreement, the Company is
  responsible to pay a 2% overriding royalty on the net smelter returns from the
  production of the minerals on the Illipah claim. The agreement also requires
  the Company to incur exploration and development expenses as follows:

On or before December 31, 2008
      $
      150,000On or before December 31, 2009
      $
      200,000On or before December 31, 2010 andDecember 31, of each succeedingyear during the term of
        the agreement
      $
      400,000


The agreement provides for a credit for previous expenditures
  incurred on these two properties of no more than $250,000 per property. In addition,
  the Company agreed to pay Allied $100,000 on February 6, 2008, and pay $70,000
  on June 30 of each and succeeding year during the term of this agreement. The
  annual payment will be adjusted if on or before June 30, of any year during
  the term of the agreement, Company notifies Allied of its intent to surrender
  any of the unpatented mining claims subject to the agreement. The agreement
  further provides that the Company has the option to earn and vest an undivided
  sixty percent (60%) interest in a property and to form a joint venture with
  Allied for the management and ownership of the property when the Company has
  incurred and paid expenditures in the amount of $1,500,000 on a particular property.

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 was a Company
  Director through 2006.

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 each anniversary thereafter
      $
      100,000


F-9

---

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.

In addition, on August 7, 2006, the Company acquired an option
  for 53 additional claims (approx 1,000 acres) at the Jack Creek Property. 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.

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 (Cortez) Trend at the northern end of the Toiyabe
  Range.

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) adjacent to Gateway Gold Corp.'s (TSX Venture:GTQ)
  Big Springs and Dorsey Creek Properties.

The Illipah gold prospect is situated in eastern Nevada at the
  southern extension of the Carlin Trend (T 18N, R 58E). The property consists
  of one hundred ninety one unpatented federal Bureau of Land Management lode
  mining claims, approximately 3,820 acres.

F-10

---

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 matured on December
  31, 2006. In February 2008, the principal balance and accrued interest totaling
  $122,099 was cancelled through the issuance of 305,275 shares of the Companys
  common stock.

From August 2005 to February 2006, the Company borrowed a total
  of $980,816 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 matured on December 31, 2007. In February 2008, the principal
  balance and accrued interest totaling $1,158,542 was cancelled through the issuance
  of 2,896,388 shares of the Companys common stock.

In May 2007, the Company borrowed $12,000 from an unrelated third
  party. The loan is non-interest bearing, unsecured and due on demand.

During 2007, the Company borrowed a total of $730,000 from Mr.
  Carl Pescio. The loans are non-interest bearing and due on demand.

During 2007, the Company borrowed a total of $50,000 from Greenshoe
  Investment, Inc. The loans are evidenced by unsecured promissory notes. The
  notes accrue interest at 8% per annum and mature on the anniversary date of
  the two loans. Accrued interest related to these notes as of March 31, 2008
  amounted to $1,660. Principal and accrued interest are convertible into common
  shares of the Companys common stock at a conversion price of $.05 per
  share.

As the conversion price is less then the trading price of the
  shares on the loan date, the Company recognized beneficial conversion features
  on each loan totaling $45,000. The $45,000 is an offset to the amount borrowed
  and is being charged to interest over the term of the debt.

Interest expense accrued on the above loans during the three
  months ended March 31, 2008 and 2007 totaled $20,345 and $21,616. Interest charged
  to expense relating to the amortization of the beneficial conversion feature
  totaled $11,250 and $0 for the three months ended March 31, 2008 and 2007, respectively.

NOTE 6  STOCKHOLDERS EQUITY (DEFICIT)

Common Stock

During the three months ended March 31, 2008, the Company issued
  3,201,663 shares of its common stock through the cancellation of $1,280,641
  of debt which includes principal and accrued interest.

Also during the three months ended March 31, 2008, the Company
  received $185,000 through the issuance of 3,700,000 shares of its common stock.
  The shares were issued through the Companys private offering. The Company
  is offering 10,000,000 shares of its common stock to certain eligible investors
  at a price per share of $.05.

F-11

---

Options and Warrants

The following table summarizes the options and warrants outstanding
  at March 31, 2008:

WeighedOptions/
      
      
      AverageWarrants
      
      
      ExerciseOutstanding
      
      
      PriceBalance - December 31, 2006
      
      11,955,200
      
      $
      .4886Granted
      
      -
      
      
      -Exercised
      
      -
      
      
      -Forfeited
      
      -
      
      
      -Balance - December 31, 2007
      
      11,955,200
      
      $
      .4886Granted
      
      -
      
      
      -Exercised
      
      -
      
      
      -Forfeited
      
      -
      
      
      -Balance  March 31. 2008
      
      11,955,200
      
      $
      .4886


All of the above options and warrants are exercisable at March
  31, 2008.

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 March
  31, 2008 are as follows:

Deferred tax assets:Net operating
        loss
      $
      1,872,000Less valuation allowance
      
      (1,872,000
      )$
      -


At March 31, 2008, the Company had federal net operating loss
  ("NOL") carryforwards of approximately $5,507,000. Federal NOLs could, if unused,
  begin to expire in 2025. The increase in deferred tax assets in 2008 of $21,000
  related to the Companys 2008 net operating loss which was reduced to $0
  due to the Companys 2008 valuation allowance.

Utilization of the net operating loss and tax credit carryforwards
  is subject to significant limitations imposed by the change in control under
  Internal Revenue Code Section 382, limiting its annual utilization to the value
  of the Company at the date of change in control multiplied by the federal discount
  rate.

F-12

---

NOTE 8  SUBSEQUENT EVENTS

In April 2008, the Company received $22,500 through the issuance
  of 450,000 shares of its common stock under its private offering.

F-13

---

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in Section 27A of the United States Securities Act of 1933 and section 21E of the United States Securities Exchange Act of 1934. These statements relate to future
events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, should, expects, plans, anticipates, believes,
estimates, predicts, potential or continue or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and
other factors, including the risks in the section entitled Risk Factors, that may cause our or our industrys actual results, levels of activity, performance or achievements to be materially different from any future results, levels
of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars and are prepared in conformity with generally accepted accounting principles in the United States of America for interim financial statements. The following discussion should be read in
conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

As used in this quarterly report and unless otherwise indicated, the terms we, us and our refer to Tornado Gold International Corporation, unless otherwise indicated. Unless otherwise specified, all dollar amounts
are expressed in United States dollars and all references to common shares refer to the common shares in our capital stock.

Corporate History

We were incorporated in Nevada as Nucotec, Inc. on October 8, 2001, in order to serve as a holding company for Saltys Warehouse, Inc. We disposed of that asset in March 2004 as described herein and changed our name to Tornado Gold
International Corp. in July 2004. Prior to March 2004, we operated through Saltys Warehouse; Since July 2004, we have been an exploration stage company that acquired properties for potential gold exploration in Nevada. Using the evaluation
technique described herein, we hope to acquire properties that will offer new economically viable gold mining properties for resale to entities who will undertake to begin mining operations on those properties. We believe that our technical team,
consisting of our current management, will help us operate successfully. Earl W. Abbott, our officer and director, has extensive data and program management experience; Carl A. Pescio, also one of our directors, has on-the-ground
prospecting and property knowledge; and George Drazenovic, our director and chief financial officer, has experience in managing the financial functions of public reporting companies. There is, however, 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.

Effective February 28, 2007, we changed our domicile from Nevada to Delaware. The change of domicile was effected by merging Tornado Gold International Corporation, our wholly-owned subsidiary incorporated for this purpose, into our company, and
with our company carrying on as the surviving corporation under the name Tornado Gold International Corporation.

From 2004 to 2006, we acquired a total of 16 properties comprised of about 44,840 acres, all located in the North Central Nevada area, in several transactions. These 16 properties included Jack Creek, Brock, Dry Hills, Golconda, Goodwin Hill, HMD,
Horseshoe Basin, Illipah, Marr, North Battle Mountain, NT Green, South Lone Mountain, Stargo, Walti, West Whistler and Wilson Peak. Under the various lease agreements we entered into respecting these properties, we were obligated to make periodic
lease payments to maintain our interests in these properties. On September 24, 2007, we entered into a joint venture agreement with Allied Nevada Gold Corp., a company created by Carl Pescio and others to which Carl Pescio assigned all of his
interests in 15 separate properties, relating to our joint venture with Allied Nevada Gold Corp. The 15 properties covered by the joint venture agreement included

---

Brock, Dry Hills, Golconda, Goodwin Hill, HMD, Horseshoe Basin,
Illipah, Marr, North Battle Mountain, NT Green, South Lone Mountain, Stargo,
Walti, West Whistler and Wilson Peak.

Under the September 2007 joint venture agreement, we were
obliged to pay Allied Nevada Gold Crop. $975,000 on or before February 5, 2008.
We also agreed to pay $375,000 on or before June 30 of each year for annual
property payment on these 15 properties. We also agreed to incur certain minimum
amounts on field geologic activities during the earn-in period. This agreement
also provides that once we expended a total of $1,500,000 on any property, we
will have earned a 60% interest in that property.

Effective January 1, 2008, we entered into a new Exploration
and Option to Enter Operating Agreement with Allied Nevada Gold Corp., which
superseded the September 2007 joint venture agreement. The 2008 Exploration and
Option to Enter Operating Agreement limited the scope of joint ventures between
our company and Allied Nevada Gold Corp. to only two properties, namely the
Illipah property and the NT Green property.

Pursuant to the 2008 Exploration and Option to Enter Operating
Agreement, we paid to Allied Nevada Gold Corp. $100,000 on February 6, 2008 to
compensate them for federal annual mining claim maintenance fees, county
recording fees and other fees payable for the maintenance of the two properties.
Beginning on June 30, 2008 and on June 30 of each succeeding year during the
term of the agreement, we also agree to pay $70,000 to Allied Nevada Gold Corp.
for the purpose of compensating them for fees payable for the maintenance of
these two properties.

Under the 2008 Exploration and Option to Enter Operating
Agreement, we also agreed to certain annual expenditure obligations in
accordance with the following schedule:

Performance Date
    Annual AmountOn or before December 31, 2008
    $150,000On or before December 31, 2009
    $200,000On or before December 31, 2010
    $400,000On or before December 31 of each succeeding year
    $400,000


The 2008 Exploration and Option to Enter Operating Agreement
further provides that we have the option to earn and vest an undivided sixty
percent (60%) interest in a property and to form a joint venture for the
management and ownership of the property when the Company has incurred and paid
expenditures in the amount of $1,5000,000 on a particular property.

As a result of the 2008 Exploration and Option to Enter
Operating Agreement, we currently have mining claims in three (3) properties and
they are the Jack Creek property, the Illipah property and the NT Green
property.

After further exploration, our next phases of development will
be to advance these properties by identifying and prioritizing the drill
targets, evaluating the economic and legal feasibility of drilling those
targets, and then actually drilling those targets.

Mining Claims. The properties we hold claims to are
described below:

Jack Creek Property- On October 3, 2005, we 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 to explore 247 claims (nearly 5,000 acres) known as
the Jack Creek Property. Mr. Abbott is our president, chief executive officer,
and one of our directors, and Mr. Keith was a director of our company at that
time. In addition, on August 7, 2006, we acquired an option for 53 additional
claims at the Jack Creek Property. The option was acquired from Gateway Gold
(USA) Corp. through Messrs. Abbott and Keith.

Under the preliminary terms of this agreement, we were granted
a license to explore the property for a period of six-months to determine what
claims, if any, we wish to lease. The term of the license is for six-months, but
we have the option to extend.

If we lease all of the 247 claims, we will be required to make
the following advance lease payments:

---

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


If any payments due from us to the Owners are not paid within
30 days of its due date, interest will be 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. A 1%
royalty is also due the owners on production on property consisting of a
two-mile circumference surrounding the leased property.

We will have the option to purchase one-half of the royalty
applicable to the property representing 2% of the net smelter returns. We will
also have the right to elect to purchase such part of the royalty in increments
representing 1% of the net smelter returns and the purchase price for each such
increment shall be $1,500,000. We will have the option to purchase one-half of
the area of interest royalty applicable to mineral rights, mining claims, and
properties which we acquire from third parties representing 0.5% of the Net
Smelter Returns. The purchase price for such part of the area of interest
royalty shall be $500,000 for the 0.5% of the area of interest royalty
applicable to mineral rights, mining claims, and properties which we acquire
from any third party.

We shall be responsible for all environmental liabilities and
reclamation costs we create and for indemnifying the Owners against any such
claims or obligations. We 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.

The terms and obligations disclosed above are based upon
preliminary agreements of the parties still under review and may be subject to
change.

NTGreen Property- The NTGreen property is located in
central Lander County, Nevada, about 30 miles southwest of the town of Battle
Mountain. The property is connected with Battle Mountain via an interstate
highway, paved roads, good gravel roads, and finally a system of unimproved,
dirt roads. We held a total of 12 unpatented lode mining claims in the form of
an option agreement with the claimant, Carl A. Pescio, one of our directors. All
of the claims are recorded with the Lander County Recorder and filed with the
Bureau of Land Management (BLM). The property is subject to a 4% net smelter
royalty that may be bought down to a 2% net smelter royalty by the payment of
$1,500,000 per one percent. On September 24, 2007, we entered into a joint
venture agreement with Allied Nevada Gold Corp., a company created by Carl
Pescio and others to which Carl Pescio assigned all of his interests in, among
other things, the NTGreen property, relating to our joint venture with Allied
Nevada Gold Corp. Under this joint venture agreement, we were obliged to pay
Allied Nevada Gold Crop. $975,000 on or before February 5, 2008. Subsequently,
we entered into the 2008 Exploration and Option to Enter Operating Agreement
superseding the 2007 joint venture agreement with respect to the NT Green
property. This agreement provides that, among other things, once we expended a
total of $1,500,000 on this property, we will have earned a 60% interest in this
property.

Geological information relating to the NT Green property: upper
Paleozoic sedimentary rocks are exposed in an erosional window beneath Tertiary
volcanic rocks. The Paleozoic rocks exhibit the characteristics of gold-bearing
rocks. A fault structure does traverse onto the NTGreen property. Placer Dome
Mining Company is a former operator of the NTGreen property, but no data from
their exploration work is in our hands. Low levels of gold as well as associated
trace elements are documented from the property by limited surface sampling done
by Mr. Pescio.

The NTGreen property is undeveloped and no reserves or
resources are known. No mining or other mineral development is known to have
been performed on the property. Mr. Pescio did only limited work on the property

---

and no work has been done by us. We believe that there are indications that an extensive gold system is present on the property that may have significant economic potential, though there is no guarantee that this is the case. We plan to conduct
exploration work in the form of geological, geochemical, and geophysical studies to develop drill targets. Drilling will investigate these targets. Our management believes discovery of potentially economic gold values will be followed by development
of a reserve and, eventually, mining.

Illipah Prospect- On August 23, 2006, the company entered into an agreement to acquire the Illipah prospect consisting of 191 unpatented mining claims located in White Pine County, Nevada in consideration of $100,000 and 300,000 shares
of its common stock. Under the terms of the purchase agreement, $50,000 was paid and 50,000 shares of our common stock were issued upon signing with an additional $50,000 paid and 100,000 shares of restricted common stock issued on November
21, 2006. An additional 200,000 shares of restricted common stock have been issued as agreed to under the agreement. Further, we assumed the sellers obligations in an underlying exploration and mining lease agreement on the claims, and granted
to the seller a production royalty of two percent (2%) of net smelter returns on all rents and mineral production from the property. We also agreed to pay $48,007 to the United States Department of the Interior Bureau of Land Management for
mining claim maintenance fees, and be responsible for future annual maintenance and filing fees on the acquired claims and any advanced minimum royalty payments due to Carl Pescio, one of our directors, and Janet Pescio under an August 31, 2001,
agreement between the Pescios and the seller. On September 24, 2007, we entered into a joint venture agreement with Allied Nevada Gold Corp., a company created by Carl Pescio and others to which Carl Pescio assigned all of his interests in,
among other things, the NTGreen property, relating to our joint venture with Allied Nevada Gold Corp. Under this joint venture agreement, we were obliged to pay Allied Nevada Gold Crop. $975,000 on or before February 5, 2008. Subsequently, we
entered into the 2008 Exploration and Option to Enter Operating Agreement superseding the 2007 joint venture agreement with respect to the NT Green property. This agreement provides that, among other things, once we expended a total of
$1,500,000 on this property, we will have earned a 60% interest in this property.

The Illipah prospect is situation in eastern Nevada at the southern extension of the Carlin Trend. The property consists of one hundred ninety one unpatented federal Bureau of Land Management lode mining claims, approximately 3,820 acres.

All of the properties held are located in the state of Nevada. We have recently commenced our exploration of these properties and have yet to determine whether any of our properties are commercially viable. In order for us to complete this analysis,
additional funding is required.

For the three month period ended March 31, 2008, compared
  to the three month period ended March 31, 2007.

Revenue - We have realized no revenues for the three month
  period ended March 31, 2008 and no revenues for the three month period ended
  March 31, 2007.

Operating Expenses - For the three month period ended March
  31, 2008, our total operating expenses were $31,053 compared to our total
  operating expenses of $204,953 in the corresponding prior period. Of the
  $31,053 incurred in the three month period ended March 31, 2008, $Nil
  related to our mining exploration, $31,053 related to general and administrative
  activities, and $Nil related to our compensation expense on option grants.
  Of the $204,953 incurred in the three month period ended March 31, 2007,
  $79,197 related to mining exploration, $125,756 related to general and
  administrative activities, and $Nil related to our compensation expense
  on options grants. During the three month period ended March 31, 2008, we accrued
  $31,594 in interest expenses on notes payable, compared to interest accruing
  during the three month period ended March 31, 2007, of $21,616.

LIQUIDITY AND CAPITAL RESOURCES

We had cash totalling $130,007 and prepaid expenses totalling
  $10,382 as of March 31, 2008, making our total current assets $140,389.
  We also had mining claims of $581,048, computer equipment of $1,826
  and intangible assets of $4,007, making our total assets $727,270 as
  of March 31, 2008. 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. 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 March 31, 2008, we had a net working capital deficit
  of $1,023,149.

---

Net cash used in operating activities was $58,599 for
  the three month period ended March 31, 2008 compared to $204,791 for the
  three month period ended March 31, 2007.

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.

No assurances can be given that we will be able to obtain
  sufficient operating capital through 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.

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 Notes to the financial
  statements included in our 10-KSB filed on April 14, 2008.

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.

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.

In December 2004, the FASB issued SFAS No. 123R, Share-Based
  Payment (SFAS 123R), which revises SFAS No. 123, Accounting
  for Stock Based Compensation, and supersedes APB 25. Among other items,
  SPAS 123R eliminates the use of APS 25 and the intrinsic value method of accounting,
  and requires companies to recognize in the financial statements the cost of
  employee services received in exchange for awards of equity instruments, based
  on the grant date fair value of those awards. This cost is to be recognized
  over the period during which an employee is required to provide service in exchange
  for the award (typically the vesting period). SFAS 123R also requires that benefits
  associated with tax deductions In excess of recognized compensation cost be
  reported as a financing cash inflow, rather than as an operating cash flow as
  required under current literature.

---

SFAS 123R permits companies to adopt its requirements using either a modified prospective method, or a modified retrospective method.

Under the modified prospective method, compensation cost is recognized in the financial statements beginning with the effective date, based on the requirements of SFAS 123R for all share-based awards granted or modified after that date,
and based on the requirements of SFAS 123 for all unvested awards granted prior to the effective date of SFAS 1 23R, Under the modified retrospective method, the requirements are the same as under the modified prospective
method, but this method also permits entities to restate financial statements of previous periods based on pro forma disclosures made in accordance with SFAS 123.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (SFAS 154), which changes the requirements for the accounting for and reporting of a change in accounting principle. The statement requires
retrospective application to prior period financial statements of changes in accounting principle, unless impracticable to do so. It also requires that a change in the depreciation, amortization, or depletion method for long-lived non-financial
assets be accounted as a change in accounting estimate, effected by a change in accounting principle. Accounting for error corrections and accounting estimate changes will continue under the guidance in APB Opinion 20, Accounting
Changes, as carried forward in this pronouncement. The statement is effective for fiscal years beginning after December 15, 2005.

In November 2005, the FASB issued FSP Nos. FAS 115-1 and 124-1. The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. This FSP addresses the determination as to when an investment is considered
impaired, whether the impairment is other-than-temporary, and the measurement of an impairment loss. The investment is impaired if the fair value is less than cost. The impairment is other-than-temporary for equity securities and debt
securities that can contractually be prepaid or otherwise settled in such a way that the investor would not recover substantially all of its cost. if other-than-temporary, an impairment loss shall be recognized in earnings equal to the
difference between the investments cost and its fair value. The guidance in this FSP is effective in reporting periods beginning after December 15, 2005. Our company is reviewing FSP Nos. FAS 115-1 and 124-1, but does not expect that the
adoption of this FSP will have a material effect on its consolidated financial statements.

We do not anticipate that the adoption of these standards will have a material impact on our financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Managements Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president, secretary and treasurer (also our principal
executive officer) and our chief financial officer (also our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of March 31, 2008, the end of the first quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president, secretary and treasurer (also our principal executive officer) and our chief
financial officer (also our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president, secretary and treasurer
(also our principal executive officer) and our chief financial officer (also our principal financial officer and principal accounting officer)concluded that our disclosure controls and procedures were effective as of the end of the period covered by
this quarterly report.

---

Inherent limitations on effectiveness of
controls

Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgement and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. 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.

Changes in Internal Control over Financial
Reporting

There have been no significant changes in our internal controls
over financial reporting that occurred during the first quarter ended March 31,
2008 that have materially or are reasonably likely to materially affect, our
internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

Much of the information included in this quarterly report
includes or is based upon estimates, projections or other forward-looking
statements. Such forward-looking statements include any projections or
estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein.

Such estimates, projections or other forward-looking
statements involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other forward-looking statements.

Our common shares are considered speculative during the
development of our new business operations. Prospective investors should
consider carefully the risk factors set out below.

Risks Related to Our Business and Our Industry

There is no assurance that we will operate profitably or
will generate positive cash flow in the future.

We have never generated any revenues from operations. We do not
presently have sufficient financial resources or any operating cash flow to
undertake by ourselves all of our planned exploration and development programs.
If we cannot generate positive cash flows in the future, or raise sufficient
financing to continue our normal operations, then we may be forced to scale down
or even close our operations. Furthermore, our ability to meet our business plan
could be adversely affected.

---

We will depend almost exclusively on outside capital to pay for
the continued exploration and development of our properties. Such outside
capital may include the sale of additional stock and/or commercial borrowing.
Capital may not be available to meet our continuing exploration and development
costs or, if the capital is available, it may not be on terms acceptable to us.
The issuance of additional equity securities by us would result in a significant
dilution in the equity interests of our then-current stockholders. Obtaining
commercial loans, assuming those loans would be available, will increase our
liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on
terms deemed acceptable to us, we may be unable to continue our business, and as
a result, we may be required to scale back or cease operations for our business,
the result of which would be that our stockholders would lose some or all of
their investment.

We have a limited operating history, and if we are not
successful in continuing to grow our business, we may have to scale back or even
cease our ongoing business operations.

Our company has a limited operating history and must be
considered in the exploration stage. Our operations will be subject to all the
risks inherent in the establishment of a developing enterprise and the
uncertainties arising from the absence of a significant operating history. We
may be unable to operate on a profitable basis. We are in the exploration stage
and potential investors should be aware of the difficulties normally encountered
by enterprises in the exploration stage. If our business plan is not successful,
and we are not able to operate profitably, investors may lose some or all of
their investment in our company.

There are numerous exploration and development risks
associated with our industry.

There is no assurance given by us that our exploration and
development programs and properties will result in the discovery, development,
or production of a commercially viable ore body.

The business of exploration for minerals and mining involves a
high degree of risk. Few properties that are explored are ultimately developed
into producing mines. There is no assurance that our mineral exploration and
development activities will result in any discoveries of bodies of commercial
ore. The economics of developing gold and other mineral properties are affected
by many factors, including capital and operating costs, variations of the grade
of ore mined, fluctuating mineral markets, costs of processing equipment, and
such other factors as government regulations, including regulations relating to
royalties, allowable production, importing and exporting of minerals, and
environmental protection. Substantial expenditures are required to establish
reserves through drilling, to develop metallurgical processes to extract metal
from ore, and to develop the mining and processing facilities and infrastructure
at any site chosen for mining. No assurance can be given that funds required for
development can be obtained on a timely basis. The marketability of any minerals
acquired or discovered may be affected by numerous factors which are beyond our
control and which cannot be accurately foreseen or predicted, such as market
fluctuations, the global marketing conditions for precious and base metals, the
proximity and capacity of milling facilities, mineral markets, and processing
equipment, and such other factors as government regulations, including
regulations relating to royalties, allowable production, importing and exporting
minerals, and environmental protection.

The price of gold can be volatile.

Gold prices historically have fluctuated widely and are
affected by numerous factors outside of our control, including industrial and
retail demand, central bank lending, sales and purchases of gold, forward sales
of gold by producers and speculators, levels of gold production, short-term
changes in supply and demand because of speculative hedging activities,
confidence in the global monetary system, expectations of the future rate of
inflation, the strength of the US dollar (the currency in which the price of
gold is generally quoted), interest rates, and global or regional political or
economic events.

The potential profitability of our operations is directly
related to the market price of gold. A decline in the market price of gold would
materially and adversely affect our financial position. A decline in the market
price of gold may also require us to write-down any mineral reserves that we
might book, which would have a material and adverse effect on our earnings and
financial position. Further, if the market price of gold declines, we may
experience liquidity difficulties if and when we attempt to sell any gold we
discover. This may reduce our ability to invest in exploration and development,
which would materially and adversely affect future production, earnings, and our
financial position.

---

Competition in the gold mining industry is highly competitive and there is no assurance that we will be successful in acquiring leases.

The gold mining industry is intensely competitive. We compete with numerous individuals and companies, including many major gold exploration and mining companies, that have substantially greater technical, financial, and operational resources and
staffs. Accordingly, there is a high degree of competition for desirable mining leases, suitable properties for mining operations, and necessary mining equipment, as well as for access to funds. We cannot predict if the necessary funds can be raised
or that any projected work will be completed. There are other competitors that have operations in the Nevada area and the presence of these competitors could adversely affect our ability to acquire additional leases.

Government regulation and environmental regulatory requirements may impact our operations.

Failure to comply with applicable environmental laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities, causing operations to cease or be curtailed,
and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining
activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations, and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on us and cause increases in capital expenditures or
production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

To the best of our knowledge, we are operating in compliance with all applicable environmental regulations.

Adversarial legal proceedings may adversely affect us.

We may become party to litigation or other adversary proceedings, with or without merit, in a number of jurisdictions. The cost of defending such claims may take away from management time and effort and if determined adversely to us, may have a
material and adverse effect on our cash flows, results of operation, and financial condition. As at the date of this quarterly report, we are not a party to any material litigation or other adversary proceeding.

Our directors and/or officers may have conflicts of interest.

There is no assurance given by us that our directors and officers will not have conflicts of interest from time to time.

Our directors and officers have entered into, and may continue to enter into, numerous mining leases and options with us, which may not have been, or may not be, at arms-length.

Furthermore, our directors and officers may serve as directors or officers of other public resource companies or have significant shareholdings in other public resource companies and, to the extent that such other companies may participate in
ventures in which we may participate, our directors may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. The interests of these companies may differ from time to time. In the event that
such a conflict of interest arises at a meeting of our directors, a director who has such a conflict will abstain from voting for or against any resolution involving any such conflict.

We may be subject to uninsured risks.

There is no assurance given by us that we are adequately insured against all risks.

We may become subject to liability for cave-ins, pollution, or other hazards against which we cannot insure or against which we have elected not to insure because of high premium costs or other reasons. The payment of such liabilities would reduce
the funds available for exploration and mining activities.

---

Our Bylaws contain provisions indemnifying our officers and directors against all costs, charges, and expenses incurred by them.

Our Bylaws contain provisions with respect to the indemnification of our officers and directors against all costs, charges, and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, in
a civil, criminal, or administrative action or proceeding, to which he is made a party by reason of his being or having been one of our directors or officers.

Our Bylaws do not contain anti-takeover provisions, which could result in a change of our management and directors if there is a take-over of us.

We do not currently have a stockholder rights plan or any anti-takeover provisions in our Bylaws. Without any anti-takeover provisions, there is no deterrent for a take-over of us, which may result in a change in our management and directors.

Risks Related to Owning Our Stock

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because our operations have been primarily financed through the sale of
convertible debt and equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would force us to
reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new projects and continue our current operations. If our stock price declines, we may not be
able to raise additional capital or generate funds from operations sufficient to meet our obligations.

Trading of our stock may be restricted by the SECs Penny Stock regulations, which may limit a stockholders ability to buy and sell our stock.

The U.S. Securities and Exchange Commission has adopted regulations which generally define penny stock to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited
investors. The term accredited investor refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000
jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides
information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customers account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be
given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customers confirmation. In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of
broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

FINRA sales practice requirements may also limit a stockholders ability to buy and sell our stock.

In addition to the penny stock rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for
that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customers financial status,

---

tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Trading in our common shares on the OTC Bulletin Board is limited and sporadic, making it difficult for our stockholders to sell their shares or liquidate their investments.

Our common shares are currently quoted on the OTC Bulletin Board. The trading price of our common shares has been subject to wide fluctuations. The market price of a publicly traded stock, especially a junior resource issuer like us, is affected by
many variables in addition to those directly related to exploration successes or failures. Such factors include the general condition of the market for junior resource stocks, the strength of the economy generally, the availability and
attractiveness of alternative investments, and the breadth of the public market for the stock. The effect of these and other factors on the market price of the common shares on the OTC Bulletin Board suggests that our shares will continue to be
volatile. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance
that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common shares, regardless of our operating
performance. Therefore, investors could suffer significant losses if our shares are depressed or illiquid when an investor seeks liquidity and needs to sell our shares.

In the past, following periods of volatility in the market price of a companys securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion
of managements attention and resources.

Because of the early stage of development and the nature of our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We are engaged in the business of mining. Our properties are in the exploration stage only and are without
known gold reserves. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any
profitability in the future from our business will be dependent upon locating and developing gold, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional
monies through the sale of our equity securities or debt in order to continue our business operations.

Investors interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.

In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors interests in us will be diluted and investors may suffer dilution in their
net book value per share, depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other stockholders.
Further, any such issuance may result in a change in our control.

Failure to pay mandatory state fees may impact our business prospects.

We must pay annual fees to the State of Nevada in connection with certain of our mining claims. Failure to pay those fees could result in the temporary or permanent loss of our rights to such mining claims. To the best of our knowledge, we are
current on all fees owed to the State of Nevada.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

---

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security
Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-B

|Exhibit | Description of Exhibit                                                                                                                                                                                                                                 
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i).1  | Articles of Incorporation filed
      with the Nevada Secretary of State on October 8, 2001 (Incorporated by
      reference from our Registration Statement on Form SB-2, filed on September
      11, 2002, as amended (Registration No. 333-99443)).
|        |                                                                                                                                                                                                                                                        
|3(i).2  | Certificate of Amendment to
      Articles of Incorporation filed with the Nevada Secretary of State on July
      7, 2004. (Incorporated by reference to Exhibit 3.1.1 of our Current Report
      on Form 8-K filed on July 13, 2004).               
|        |                                                                                                                                                                                                                                                        
|3(i).3  | Certificate of Amendment to
      Articles of Incorporation filed with the Nevada Secretary of State on
      August 25, 2004. (Incorporated by reference to Exhibit 3.1 of our Current
      Report on Form 8-K filed on August 31, 2004).            
|        |                                                                                                                                                                                                                                                        
|3(ii).1 | Bylaws (Incorporated by
      reference from our Registration Statement on Form SB-2, filed on September
      11, 2002, as amended (Registration No. 333-99443)).                                                                                     
|        |                                                                                                                                                                                                                                                        
|4.1     | 2005 Stock Option Plan.
      (Incorporated by reference to Exhibit 4.1 of our Amended Annual Report for
      2005 filed on September 1, 2005).                                                                                                       
|        |                                                                                                                                                                                                                                                        
|5.1     | Form of Opinion of Bryan Cave
      LLP regarding the legality of common stock (to be filed by amendment).                                                                                                                                             
|        |                                                                                                                                                                                                                                                        
|10.1    | Plan of Reorganization and
      Acquisition, dated May 10, 2002 (Incorporated by reference from our
      Registration Statement on Form SB-2, filed on September 11, 2002, as
      amended (Registration No. 333-99443)).                           
|        |                                                                                                                                                                                                                                                        
|10.2    | Promissory note between the
      Company and Gattinara Holdings, Inc. (Incorporated by reference to Exhibit
      10 of the Companys Quarterly Report for the second quarter of 2005 on
      Form 10-QSB filed on August 23, 2005.)                 
|        |                                                                                                                                                                                                                                                        
|10.3    | Consulting Agreement with Carl
      Pescio. (Incorporated by reference to Exhibit 10.12 of our Amended Annual
      Report for 2004 filed on September 1, 2005).                                                                                      
|        |                                                                                                                                                                                                                                                        
|10.4    | Consulting Agreement with Earl
      Abbott. (Incorporated by reference to Exhibit 10.13 of our Amended Annual
      Report for 2004 filed on September 1, 2005).                                                                                      
|        |                                                                                                                                                                                                                                                        
|10.5    | Consulting Agreement with
      Stanley Keith. (Incorporated by reference to Exhibit 10.14 of our Amended
      Annual Report for 2004 filed on September 1, 2005).                                                                                    
|        |                                                                                                                                                                                                                                                        
|10.6    | Mining Lease and Option to
      Purchase Agreement - Goodwin Hill. (Incorporated by reference to Exhibit
      10.15 of our Amended Annual Report for 2004 filed on September 1, 2005).                                                               

---

|10.7   | Mining Lease
        and Option to Purchase Agreement - NT Green. (Incorporated by reference
        to Exhibit 10.16 of our Amended Annual Report for 2004 filed on September
        1, 2005).                                                                                                                                             
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                              
|10.8   | Mining Lease
        and Option to Purchase Agreement - Wilson Peak. (Incorporated by reference
        to Exhibit 10.17 of our Amended Annual Report for 2004 filed on September
        1, 2005).                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                              
|10.9   | Mining Lease
        and Option to Purchase Agreement - HMD. (Incorporated by reference to
        Exhibit 10.18 of our Amended Annual Report for 2004 filed on September
        1, 2005).                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                              
|10.10  | Letter Agreement
        with Carl Pescio dated November 10, 2005. (Incorporated by reference to
        Exhibit 10.1 of our Current Report on Form 8-K filed on November 14, 2005).                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                              
|10.11  | Promissory note
        issued to Green Shoe Investment, Inc. (Incorporated by reference to our
        Quarterly Report for the third quarter of 2005 filed on November 17, 2005).                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                              
|10.12  | Form of Subscription
        Agreement. (Incorporated by reference to Exhibit 10.1 of our Current Report
        on Form 8-K filed on July 24, 2006).                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                              
|10.13  | Form of Common
        Stock Purchase Warrant. (Incorporated by reference to Exhibit 10.2 of
        our Current Report on Form 8-K filed on July 24, 2006).                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                              
|10.14  | Form of Registration
        Rights Agreement. (Incorporated by reference to Exhibit 10.3 of our Current
        Report on Form 8-K filed on July 24, 2006).                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                              
|10.15  | Form of Special
        Warrant. (Incorporated by reference to Exhibit 10.4 of our Current Report
        on Form 8-K filed on July 24, 2006).                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                              
|10.16  | Exploration License
        and Option to Lease Agreement, effective as of October 1, 2005, including,
        as Exhibit B thereto, Mining Lease and Option to Purchase Agreement, entered
        on or about April 1, 2006. (Incorporated by reference to Exhibit 10.1
        of our Current Report on Form 8-K filed on August 7, 2006).
|       |                                                                                                                                                                                                                                                                                                                                              
|10.17  | Option and Joint
        Venture Agreement, made as of May 1, 2006. (Incorporated by reference
        to Exhibit 10.2 of our Current Report on Form 8-K filed on August 7, 2006).                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                              
|10.18  | Form of Letter
        Agreement between the registrant and Golden Cycle Gold Corporation, entered
        on or about August 23, 2006. (Incorporated by reference to Exhibit 10.1
        of our Current Report on Form 8- K filed on August 29, 2006).                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                              
|10.19* | Joint Venture
        Agreement between the registrant and Allied Nevada Gold Corp. made as
        of September 24, 2007                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                              
|17.1   | Letter of resignation
        of Earl Abbott as Chief Financial Officer. (Incorporated by reference
        to our Current Report on Form 8-K filed on March 30, 2006).                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                              
|31.1*  | Certification
        of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                              
|31.2*  | Certification
        of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                              
|32.1*  | Certification
        of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                              
|32.2*  | Certification
        of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                       

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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 CORPORATION

By: /s/ Earl W. Abbott
  Earl W. Abbott 
  CEO, President, Secretary, Treasurer 
  (Principal Executive Officer) 
  Date: May 21, 2008

By: /s/ George Drazenovic
  George Drazenovic 
  Chief Financial Officer
  (Principal Financial Officer and Principal Accounting Officer) 
  Date: May 21, 2008

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