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UNITED STATES**SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-KSB

(Mark One)

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

For the fiscal year ended December 31, 2006

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

For the transition period from [   ] to [  
]

Commission file number 000-50146

TORNADO GOLD INTERNATIONAL CORPORATION(Name of small business issuer in its charter)

|Delaware                                                             | 94-3409645                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|8600 Technology Way, Suite 118, Reno, Nevada,                        | **89521**                           
|(Address of principal executive offices)                             | (Zip Code)                          

Issuer's telephone number (775) 852-3770

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

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

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

Common Stock, par value $0.001(Title of class)

Check whether the issuer is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. (Check one): Yes
[   ]; No [X].

Note:Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13 or 15(d) of the
Exchange act from their obligations under those Sections.

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

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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- 2 -

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

State issuer's revenues for its most recent fiscal year.
$Nil

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked prices of such
common equity, as of a specified date within 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will
involve an unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on the basis
of reasonable assumptions, if the assumptions are stated.

23,211,526 common shares @ $0.435(1)= $10,097,013(1)Average of bid
and ask closing prices on April 16, 2007.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS)

Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court. Yes [ 
 ] No [   ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's
classes of equity stock, as of the latest practicable date.

30,111,526 common shares issued and outstanding as of
April 16, 2007.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-KSB (e.g., Part
I, Part II, etc.) into which the document is incorporated: (1) any annual report
to security holders; (2) any proxy or information statement; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of
1933 ("Securities Act"). The listed documents should be clearly described
for identification purposes (e.g., annual report to security holders for
fiscal year ended December 24, 1990).

Transitional Small Business Disclosure Format (Check one): Yes
[   ]; No [X].

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PART I

Item
1.           Description of
Business.

This annual report contains forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act. 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 company's 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
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this annual report, 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.

As used in this annual report, the terms "we", "us", "our", and
"Tornado Gold" mean Tornado Gold International Corporation, unless otherwise
indicated.

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. Our new management has undertaken
to change our business focus. Prior to March 2004, we operated through Saltys
Warehouse; under our new management, we are an exploration stage company that
has begun to acquire low-risk, high-grade properties for 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 newest 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 recently incorporated and wholly-owned
subsidiary, with and into our company, with our company carrying on as the
surviving corporation under the name Tornado Gold International
Corporation.

One of our former directors, Stanley B. Keith, has developed
what we believe to be a new and unique technological approach for the
exploration of certain types of gold deposits; we had the benefit of using this
approach to identify suitable properties. Mr. Keiths approach has been
developed over a twenty-year period and has been applied to a large, world-wide
database that links specific geochemical signatures of certain types of gold
deposits. Even though Mr. Keith is no longer a director of our company, we
believe we have acquired sufficient knowledge in this technological approach to
identify suitable properties.



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With our most recent acquisitions of property interests in the
  fourth quarter of 2005, we now have a total of 15 properties comprised of about
  44,840 acres, all located in the North Central Nevada area. We believe that
  our acquisitions up to now have provided us with a significant package of claims
  in what we believe to be a premier gold producing region.

In our estimation, our portfolio of about 44,840 acres makes us
one of the largest junior exploration companies in the region. After further
exploration, our next three phases of development will be to advance the
properties by identifying and prioritizing the drill targets, evaluating the
economic and legal feasibility of drilling those targets, and then actually
drilling those targets.

On May 31, 2004, we entered into four preliminary agreements
with a company wholly owned by Mr. Pescio to lease four mining properties. As of
April 5, 2005, we finalized those agreements, giving us rights to four
properties in Nevada that meet our preliminary screening criteria and have begun
to undertake our more detailed evaluation process. In addition, we are actively
seeking additional properties; our technical team currently has about 30 such
properties on a watch list for acquisition.

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.

During October 2005, we entered into ten preliminary agreements
with Mr. Carl A. Pescio, one of our directors, to acquire ten mineral properties
in Nevada. These properties are comprised of approximately 1600 claims and are
subject to availability and are being acquired by us without warranty from Mr.
Pescio as to total availability and/or mineral potential. We have not yet
finalized these agreements, but a short description of these properties is
contained herein. We acquired these properties for $35,000 per property, or
$350,000, with a down payment of $50,000 and two payments of $150,000 - one on
November 30, 2005, and one on December 30, 2005. We also agreed to issue 100,000
shares of common stock for each property to Mr. Pescio in the form of warrants,
options, or other, to be mutually agreed upon.

Mining Claims. The properties we hold claims to are
described below and are shown on the following map:

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NT Green Property - The NT Green 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
hold 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). We must make annual rental payments of $140 per claim
to the BLM and Lander County before September 1 of each year to keep the claims
current. We must also make escalating advance royalty payments to Mr. Pescio to
maintain the option agreement, beginning with $22,500 on or before February 5,
2005, and rising to $100,000 by February 5, 2011. We must perform a work
commitment of 5,000 feet of drilling by September 1, 2006, followed by an annual
work commitment of 5,000 feet of drilling until the completion of a bankable
feasibility. Excess footage may be carried over from year to year and an option
to pay $10 per foot not drilled may be exercised. 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.

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.

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The NT Green 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.

Goodwin Hill Gold Property - The Goodwin Hill gold property is
located in east central Lander County, Nevada, about 60 miles south of the town
of Battle Mountain and about 20 miles northeast of the town of Austin. A good
gravel county road, connecting to Battle Mountain and Austin, traverses the
property. We hold a total of 92 unpatented lode mining claims in the form of an
option agreement with the claimant, Mr. Pescio. All of the claims are recorded
with the Lander County Recorder and filed with the BLM. We must make annual
rental payments of $140 per claim to the BLM and Lander County before September
1 of each year to keep the claims current. We must also make escalating advance
royalty payments to Mr. Pescio to maintain the option agreement, beginning with
$22,500 on or before February 5, 2005, and rising to $100,000 by February 5,
2011. We must perform a work commitment of 5,000 feet of drilling by September
1, 2006, followed by an annual work commitment of 5,000 feet of drilling until
the completion of a bankable feasibility. Excess footage may be carried over
from year to year and an option to pay $10 per foot not drilled may be
exercised. The property is subject to a 4% net smelter royalty that may be
bought down to a 2% NSR net smelter royalty by the payment of $1,500,000 per one
percent.

The property is centered on a small hill of Paleozoic limestone
surrounded by alluvium recent gravels that obscure the basement rocks.
Geophysical studies by Kennecott Mining Company, the former operator, have
reportedly indicated that the basement rocks are at a shallow depth beneath the
gravels in some areas on the property. The limestone outcrop is along the
northeast projection of a dome-like feature that exposes Paleozoic rocks of the
lower plate of the Roberts Mountains Thrust Fault. Work by the previous
operator, Kennecott, has reportedly encountered low level gold and elevated
levels of arsenic and other trace elements known to be associated with gold.
Shallow drilling in the gravels over the geophysically-determined shallow
basement-rocks reportedly encountered low level gold and associated elements in
the basement rocks.

The 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. No exploration work has been done to date by Mr. Pescio or by us.
However, an extensive gold system is reportedly indicated by the work of
Kennecott that may have significant economic potential. We plan to conduct
exploration work in the form of geological, geochemical, and geophysical studies
to develop drill targets. Drilling will investigate these targets. If we
discover potentially economic gold values, we believe the property will be ready
for development of a reserve and, eventually, mining.

Wilson Peak Gold Property - The Wilson Peak property is located
in Elko County, Nevada, about 70 miles north of the town of Elko and about 20
miles north of the town of Tuscarora. Paved highways connect to a good gravel
county road that traverses the property. We hold a total of 61 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 BLM. We must make annual rental payments of
$140 per claim to the BLM and Lander County before September 1 of each year to
keep the claims current. We must also make escalating advance royalty payments
to Mr. Pescio to maintain the option agreement, beginning with $22,500 on or
before February 5, 2005, and rising to $100,000 by February 5, 2011. We must
perform a work commitment of 5,000 feet of drilling by September 1, 2006,
followed by an annual work commitment of 5,000 feet of drilling until the
completion of a bankable feasibility. Excess footage may be carried over from
year to year and an option to pay $10 per foot not drilled may be exercised. 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.

The property is on the west flank of the Bull Run Mountains and
covers an area of Tertiary volcanic rocks containing elevated gold values
extending for a length of at least two miles. In addition to elevated gold
values, associated trace elements such as arsenic and mercury are present in
elevated amounts.

The Wilson Peak 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. Carl A. Pescio did no work on the property and no work has
  been done by us. Our management believes indications are that an extensive gold
  system is present on the property that may have significant economic potential.
  We plan to conduct exploration work in the form of geological, geochemical,
  and geophysical studies to develop drill targets. Drilling will investigate
  these targets. If we discover potentially economic gold values on the property,
  we believe the property will then be ready for the development of a reserve
  and, eventually, mining.

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HMD Gold Property - The HMD gold property is located in Eureka
  County, Nevada, about 30 miles southwest of the town of Carlin. An interstate
  highway, paved roads, and good gravel roads connect the property with Carlin.
  We hold a total of 32 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 BLM.
  We must make annual rental payments of $140 per claim to the BLM and Lander
  County before September 1 of each year to keep the claims current. We must also
  make escalating advance royalty payments to Mr. Pescio to maintain the option
  agreement, beginning with $22,500 on or before February 5, 2005, and rising
  to $100,000 by February 5, 2011. We must perform a work commitment of 5,000
  feet of drilling by September 1, 2006, followed by an annual work commitment
  of 5,000 feet of drilling until the completion of a bankable feasibility. Excess
  footage may be carried over from year to year and an option to pay $10 per foot
  not drilled may be exercised. 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.

The HMD property is within a geologic feature called the
Northern Nevada Rift. Near the range front of the Cortez Range, the property
covers a distinct vein of quartz along a fault structure. The structure can be
followed for a length of at least one mile and is probably more extensive under
gravel cover. The vein is more than 50 feet thick in places along the
structure.

The 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. No exploration work has been done to date by Mr. Pescio or by us.
However, an extensive gold system is reportedly indicated by the work previously
done that may have significant economic potential. We plan to conduct
exploration work in the form of geological, geochemical, and geophysical studies
to develop drill targets. Drilling will investigate these targets. We hope to
discover potentially economic gold values, which we believe will be followed by
development of a reserve and, eventually, mining.

A schedule of the advanced lease payments for the each of the
four properties above (HMD Gold Property, NT Green Property, Wilson Peak Gold
Property and the Goodwin Hill Property) are as follows:

|Due Date              |   | Amount  | 
|--------------------- | - | ------- | 
|                      |   |         | 
|Feb 5, 2007           | $ | 37,500  | 
|                      |   |         | 
|Feb 5, 2008           | $ | 50,000  | 
|                      |   |         | 
|Feb 5, 2009           | $ | 62,500  | 
|                      |   |         | 
|Feb 5, 2010           | $ | 75,000  | 
|                      |   |         | 
|Feb 5, 2011 and each  |   |         | 
|                      |   |         | 
|year thereafter until |   |         | 
|                      |   |         | 
|production commences  | $ | 100,000 | 

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

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

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

We shall be responsible for all environmental liabilities and
reclamation costs we create and indemnify Mr. Pescio 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.

Other Claims Acquired in 2005.

Jack Creek Property - On October 3, 2005, we announced the
acquisition of 247 claims (nearly 5,000 acres) on the Jack Creek property in
Elko County, Nevada. The final purchase price has been determined, which would
be paid in accordance with the table below. Prior to September 30, 2005, we paid
$30,875 to the BLM to secure the claims. This payment was made as consideration
on the Exploration License and Option to Lease Agreement entered into between us
and Dr. Abbott and Mr. Keith (the Owners), to explore the 247 claims (nearly
5,000 acres) known as the Jack Creek Property.

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

|Due Date                 |   | Amount  | 
|------------------------ | - | ------- | 
|                         |   |         | 
|Upon signing (paid)      | $ | 22,500  | 
|                         |   |         | 
|1st anniversary          | $ | 30,000  | 
|                         |   |         | 
|2nd anniversary          | $ | 37,500  | 
|                         |   |         | 
|3rd anniversary          | $ | 50,000  | 
|                         |   |         | 
|4th anniversary          | $ | 62,500  | 
|                         |   |         | 
|5th 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.

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- 9 -

In addition, on August 7, 2006, we acquired an option for 53
additional claims (approximately 1,000 acres) at the Jack Creek Property. The
option was acquired from Gateway Gold (USA) Corp. through Earl Abbott and
Stanley Keith, and is subject to the Area of Interest clause in the original
Jack Creek agreement between our company and Messrs Abbott and Keith that we
announced in our October 3, 2005 news release. We have 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, we and Gateway Gold could form a joint venture; but, if Gateway
declines to participate at its 50% level, we 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.

Other Properties - On October 6, 2005, we entered into a
preliminary agreement with Mr. Carl Pescio, one of our directors, to lease 10
mineral properties (about 1,300 claims) in Nevada. Under the term of the
preliminary agreement, we are to make advance lease payments to Mr. Pescio on
each property based upon the following schedule:

|Due Date                 |   | Amount  | 
|------------------------ | - | ------- | 
|                         |   |         | 
|Upon signing             | $ | 35,000  | 
|                         |   |         | 
|1st anniversary          | $ | 55,000  | 
|                         |   |         | 
|2nd anniversary          | $ | 75,000  | 
|                         |   |         | 
|3rd anniversary          | $ | 100,000 | 
|                         |   |         | 
|4th anniversary          | $ | 125,000 | 
|                         |   |         | 
|5th anniversary          | $ | 150,000 | 
|                         |   |         | 
|6th anniversary and each |   |         | 
|                         |   |         | 
|anniversary thereafter   | $ | 200,000 | 

The above $35,000 advance in 2005 was to be paid in
installments of $5,000 upon signing. The remaining $30,000 was paid in 2006. We
are currently in renegotiations with Mr. Pescio to finalize the actual terms of
the 10 leases.

Claims Acquired in 2006

On August 23, 2006, we entered into an agreement to acquire the
Illipah gold prospect consisting of 191 unpatented mining claims located in
White Pine County, Nevada in consideration for $100,000 and 300,000 shares of
its common stock. Under the terms of the purchase agreement, $50,000 was paid
upon signing with an additional $50,000 and 100,000 shares of restricted common
stock paid and issued on November 21, 2006. An additional 200,000 shares of
restricted common stock is to be issued on or before August 23, 2007. 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 of net smelter returns on all rents and mineral production from the
property. We also agreed to pay $48,006.50 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, a director of our
company, and Janet Pescio under an August 31, 2001, agreement between the
Pescios and the seller.

We have the option, exercisable at any time prior to commercial
production on any of the Illipah claims, to reduce production royalties due
Seller from two percent to one percent by paying it $1,000,000 or its equivalent
in gold bullion priced as of the August 24, 2006 closing price of gold on the
New York Commodity Exchange. We also agreed to undertake an exploration program
on the Illipah property and related area of interest, and incur exploration and
development expenditures of at least $750,000 within two years, of which
$250,000 is to be expended during the first year of the agreement.

The following are the descriptions of the 10 properties:

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- 10 -

Brock Property: A total of 222 lode claims (about 4,440 acres)
in Eureka County, Nevada, comprise the Brock Property. It is located in the
Monitor Range, about 36 miles southwest of Eureka, Nevada. The geologic setting
at Brock has alteration and mineralization occurring in the Lower Plate/Eastern
carbonate assemblage of the Roberts Mountains Thrust Fault. At Brock,
alteration/mineralization in the form of jasperoid is widespread throughout the
carbonate assemblage.

Dry Hills Property: A total of 96 lode claims (about 1,920
acres) in Eureka County, Nevada, comprise the Dry Hills Property. It is located
in the Dry Hills, about 20 miles southwest of Carlin, Nevada. The property is
underlain by Jurassic volcanic rocks and volcanic sediments are cut by
mineralized northeast-trending fracture zones.

Golconda Property: A total of 108 lode claims (about 2,160
acres) in Humboldt County, Nevada, comprise the Golconda Property. It is located
in Rock Creek Valley, about 12 miles east of Winnemucca, Nevada, and near the
intersection of the Getchell Trend and the north end of the Battle
Mountain-Eureka Trend. Mineralized Paleozoic formations and mineralized fault
structures are projected into the Golconda Property, but are covered by younger
alluvium and basalt.

Horseshoe Basin Property: A total of 50 lode claims (about
1,000 acres) in Lander County, Nevada, comprise the Horseshoe Basin Property. It
is located in the Fish Creek Mountains about 30 miles south of Battle Mountain,
Nevada. Triassic sedimentary rocks are intruded by both Jurassic and Tertiary
igneous intrusive rocks, producing precious metal-bearing skarn. At Horseshoe
Basin, an erosional window exposes various intrusive rocks that contain
alteration and mineralization with quartz veins containing values as high as
0.35 ounces of gold per ton.

Marr Property: A total of 93 lode claims (about 1,840 acres) in
Lander County, Nevada, comprise the Marr Property. It is located between the
Fish Creek Mountains and the Ravenswood Mountains, about 50 miles southwest of
Battle Mountain, Nevada. The property is along the Western Nevada Rift. At Marr,
northeast-trending fractures control a two-mile long and 3,000 feet wide system
of mineralization and alteration in the form of silicification and brecciation
with surface grab samples reported as high 0.10 ounce per ton gold.

North Battle Mountain Property: A total of 73 lode claims
(about 1,460 acres) in Lander County, Nevada, comprise the North Battle Mountain
Property. It is located in the Sheep Creek Range, about 4 miles northeast of
Battle Mountain, Nevada, along the northern extension of the Battle
Mountain-Eureka Trend. Paleozoic rocks of the upper plate of the Roberts
Mountains Thrust Fault exposed in erosional windows through shallow alluvium are
mineralized on the property.

South Lone Mountain Property: A total of 140 lode claims (about
2,800 acres) in Eureka County, Nevada, comprise the South Lone Mountain
Property. It is located on the west flank of the Mountain Boy Range in Antelope
Valley about 15 miles southwest of Eureka, Nevada. The property is covered by
alluvium that obscures Paleozoic sedimentary rocks. A Jurassic igneous intrusive
body is exposed in the nearby hills to the east. Faults that are an extension of
the Cortez Fault traverse the property.

Stargo Property: A total of 257 lode claims (about 5,140 acres)
in Nye County, Nevada, comprise the Stargo Property. It is located in the
Monitor Range about 45 miles southwest of Eureka, Nevada, and about 20 miles
west of the Northumberland Mine. The geologic setting at Stargo is similar to
Northumberland with alteration and mineralization occurring in the Lower
Plate/Eastern carbonate assemblage of the Roberts Mountains Thrust Fault and
near altered intrusive igneous bodies. At Stargo, alteration and mineralization
in the form of jasperoid is widespread throughout the carbonate assemblage, near
altered igneous intrusive bodies, and along faults.

Walti Property: A total of 402 lode claims (about 8,040 acres)
in Eureka and Lander Counties, Nevada, comprise the Walti Property. It is
located in Grass Valley, about 62 miles south of Carlin, Nevada. An intersection
of important fault structures is covered by alluvium on the Walti Property.
Regional published geophysics suggests the presence of an intrusive igneous rock
body coincident with the intersection. Our management believes Paleozoic rocks
that host gold deposits about 12 miles north exist beneath the alluvium.

West Whistler Property: A total of 103 lode claims (about 2,060
acres) in Eureka County, Nevada, comprise the West Whistler Property. It is
located on the west flank of Whistler Mountain, about 10 miles northwest of
Eureka, Nevada. Alteration and mineralization in the form of jasperoid is
developed in rocks of the Overlap assemblage of the Roberts Mountains Thrust
Fault on the flanks of an intrusive igneous body.

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Summary of Minimum Lease Payments.

Based upon the actual terms of the leases acquired in May 2004
and the preliminary terms of the leases acquired in October 2005, our obligation
for minimum lease payments on these 15 properties is as follows:

|2006                      | $ | 692,500*  | 
|------------------------- | - | --------- | 
|                          |   |           | 
|2007                      | $ | 930,000   | 
|                          |   |           | 
|2008                      | $ | 1,237,500 | 
|                          |   |           | 
|2009                      | $ | 1,550,000 | 
|                          |   |           | 
|2010                      | $ | 1,862,500 | 
|                          |   |           | 
|Minimum lease payments in |   |           | 
|                          |   |           | 
|Subsequent years          | $ | 2,500,000 | 

* All of this amount has been paid except for a balance of
$1,235 remaining.

As of December 31, 2005, we incurred $524,333 in acquisition
costs. 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.

Business Plan.

We recently announced that we had closed a financing of US
$1,844,000. A substantial portion of the funds will be devoted to the lease
costs of its 15 properties. We will also maintain a material portion for
administrative overhead and future acquisition opportunities. Thus, we expect to
have less than $500,000 available for exploration on its current properties over
the next 12 months, during which period we will continue to pursue additional
financing opportunities to further its exploration and acquisition program.

We begin our exploration process by attempting to understand
the regional geology of our prospects and by progressing through the
district-wide geologic setting. Eventually, we graduate to the geologic setting
of each individual proposed drill hole. Before drilling, we attempt to predict
our probability of success, and we will drill only sites that we believe have
the best chance of encountering a gold deposit. Typically, we will engage in
integrated surface geological, geochemical, and geophysical analysis before we
begin drilling. Some of the specific methods that we will engage in include
magmatic affinity, pluton vectoring, kinetic structural analysis, and metal
dispersion.

To date, we have acquired leases in several claim blocks in the
North Central Nevada area. In total, the property package represents 15
properties comprised of approximately 44,840 acres. However, in addition to our
initial exploration program, we will need to spend significant funds to complete
further in-depth drilling and engineering studies before we can identify whether
or not we have a commercially viable mineral deposit.

Future funding levels will also determine the extent and number
of properties that we will explore. No certainty can be ascertained on our
overall exploration program until significant funding levels have been
achieved.

While most properties will be examined and sampled, we will
also analyze the results of all previous work that is publicly available for the
properties. We currently expect that in Spring 2007, we will perform a small
amount of drilling on the Jack Creek property. A ranking system will enable us
to decide which properties will undergo detailed work and drill at the earliest
opportunity. The remaining properties will be made available for farm-out or for
development at a later date, or dropped all-together from further work.

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The following is a list of projects on which, as of the date of
this Registration Statement, we have decided to focus during the next 12 months.
The prioritization of, and the projects themselves, are expected to change
depending on funding levels and preliminary sampling results:

Jack Creek. We intend to undertake geological and
structural analysis, as well as soil sampling and geophysical surveys, on this
property, located in the Independence Mountains mining district about 50 miles
north of Elko, Nevada. The intended work is in preparation for an intended drill
program on the property currently expected to be performed in Spring 2007,
which, in aggregate, is expected to cost up to approximately $100,000.

The Jack Creek property comprises a total of approximately
6,000 acres in Elko County, Nevada, and is located in the northern Independence
Mountains. Management believes that the property is attractive because it
occupies the southwest flank of a prominent gravity high, indicating the
presence of relatively shallow Paleozoic carbonate sedimentary rocks.

Recently, we acquired an option for 53 additional claims at the
Jack Creek Property, Elko County, Nevada. The option was acquired from Gateway
Gold (USA) Corp. through two of our directors, Earl Abbott and Stanley Keith. We
have the option to earn a 50% undivided interest in the 53 claims through our
expenditure on the claims of a total of $500,000 in various stages by March 1,
2007, 2008, and 2009. Currently, however, we do not have such funds available
and will need to raise additional funds in order to exercise the option.

NT Green. Exploration currently anticipated to occur
during the Spring of 2007 will focus on delineating drill targets. The property
will be prospected by sampling and analysis of mineralized rock. We expect to
perform a kinematic structural analysis of the property and expect to produce a
more realistic geologic map than those made available in the past. A soil
geochemistry program will aid in identifying favorable fault structures and
intersections, as well as the centers of the most active hydrothermal activity.
A pluton vectoring study is expected to be performed by analysis of all
intrusive rocks and their interpretation. In addition, an airborne magnetic
survey is expected to be performed over the property to aid in the discovery of
dikes and sills and to aid in the mapping and structural analysis. It is
intended that by the Spring of 2007, we will have identified targets for
permitting and drilling. We have budgeted up to approximately $100,000 to
complete this program; however, that amount may vary depending on preliminary
results.

Goodwin Hill. Exploration on this property may include
geologic mapping to identify prospective fault structures that can be projected
under alluvium. Sampling of all mineralized rocks is expected to provide a
vector toward the center of hydrothermal activity. Gravity and magnetic
geophysical studies are expected to be performed to define the buried shallow
basement rocks better. These studies are intended to provide low risk drilling
targets for permitting and drilling in the Spring of 2007. As of the date of
this Registration Statement, we have budgeted nearly $50,000 for this program.

Work to date in the area has indicated a large Carlin type
system within prospective lower plate carbonate rocks on the flanks of a major
dome and near intrusive bodies.

HMD. Exploration on this property will be directed
toward delineating low-risk drill targets. We currently expect that we will
undertake a kinematic structural analysis of the exposed silicified rocks along
the HMD structure combined with careful rock sampling to locate points along the
fault where hydrothermal activity is most intense. We intend to supplement these
studies with soil sampling, and the resulting drill targets will be sharpened by
detailed IP surveys. By the Spring of 2007, we hope to have targets prepared for
permitting and drilling. We expect to spend up to approximately $50,000 for this
program over the next 12 months.

Wilson Peak. A program of kinematic structural analysis,
combined with multi-element rock and soil sampling, is currently planned for
Wilson Peak. Potential drill targets will be sharpened by IP geophysical
surveys. Assuming we have raised sufficient funds, permitting and drilling are
planned for Spring 2007. We expect that this program will require up to
approximately $50,000 for the next 12 months.

Other Properties. We hope to undertake additional
exploration studies on the Stargo, West Whistler, Brock, Horseshoe Basin, South
Lone Mountain, Golconda, North Battle Mountain, Dry Hills Property, Walti, and
Marr Properties, but no detailed plans to conduct exploration on these
properties have yet been determined. We believe that it could expect to spend up
to approximately $150,000 on these properties, thus, bringing the total funds
budgeted for the next 12 months to $500,000.

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- 13 -

Our forecast for the period for which our financial resources
will be adequate to support our operations involves risks and uncertainties, and
actual results could fail as a result of a number of factors. We will need to
raise additional capital to exploit our properties. In the event that we
experience a shortfall in our capital, we intend to pursue capital through
public or private financing as well as borrowings and other sources. We cannot
guarantee that additional funding will be available on favorable terms, if at
all and if adequate funds are not available. Our ability to continue or expand
our operations may be significantly hindered. We have not contemplated any plan
of liquidation in the event that we do not generate revenues.

As an exploration company, we are not currently conducting any
research and development activities and we do not anticipate conducting such
activities in the near future. In the event that we obtain significant funding
to fully implement our exploration program, we will need to hire additional
employees or independent contractors and possibly purchase or lease additional
equipment. With large current demand for resource exploration equipment and
human capital in the state of Nevada, there is no guarantee that we will be able
to meet our equipment and human capital needs. However, management believes that
the network of relationships developed over the years by our officers and
directors in Nevada will largely mitigate any shortages that similar companies
face.

The projects described above will be managed by Dr. Earl
Abbott. Dr. Abbott holds a Ph.D degree in geology from Rice University where he
studied the tectonics of the western U.S. He has spent 34 years exploring for
mineral deposits, 26 of them for gold in Nevada, and, with Carl Pescio, he
managed an exploration program in Nevada in 1981 resulting in the acquisition of
3 gold orebodies that were mined profitably. Over his career, Dr. Abbott has
consulted to the mining industry and has been an officer and director of several
junior mining companies. Dr. Abbott is a Certified Professional Geologist by the
American Institute of Professional Geologists (AIPG) and past President of the
Nevada Chapter. He is also a member and past President of the Geological Society
of Nevada (GSN), the Nevada Petroleum Society (NPS), and the Denver Region
Exploration Geologists Society (DREGS); and he is a member of the Society of
Economic Geologists (SEG), the Society for Mining, Metallurgy, and Exploration
(SME), the Geological Society of America (GSA), the Northwest Mining Association
(NWMA), the British Columbia & Yukon Chamber of Mines, and the Prospectors
and Developer Association of Canada (PDAC). Dr. Abbott is a Qualified Person
under the rules of National Instrument 43-101.

We expect to utilize the services of various third-party
geological professionals to assist with the various projects. The number of
consultants will depend on our initial exploratory results and funding levels.
No plans are in place for a significant change in the number of full-time
personnel.

Currently, we have no research and development plans and no
intention to purchase or sell plant or significant equipment.

Intellectual Property.

We use the trade name Tornado Gold International Corp. We also
own the domain name and content of our website, located at www.tornadogold.com.
Our website costs $17 per month, though occasionally higher costs are incurred
when we add information to our website. We depend on our managements expertise
in assessing potential property acquisitions, and as such, our business depends
on that proprietary information.

Competition.

In the United States, there are numerous mining and exploration
companies, both big and small. All of these mining companies are seeking
properties of merit and funds. We will have to compete against such companies to
acquire the funds to develop our mineral claims. The availability of funds for
exploration is sometimes limited, and we may find it difficult to compete with
larger and more well-known companies for capital. Even though we have the right
to the minerals on our claims, there is no guarantee we will be able to raise
sufficient funds in the future to maintain our mineral claims in good standing.
Therefore, if we do not have sufficient funds for exploration, our claims might
lapse and be staked by other mining interests. We might be forced to seek a
joint venture partner to assist in the exploration of our mineral claims. In
this case, there is the possibility that we might not be able to pay our
proportionate share of the exploration costs and might be diluted to an
insignificant carried interest.

Even when a commercial viable ore body is discovered, there is
no guarantee competition in refining the ore will not exist. Other companies may
have long-term contracts with refining companies, thereby inhibiting our ability
to process our ore and eventually market it. At this point in time, we do not
have any contractual agreements to refine any potential ore we might discover on
our mineral claims.

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- 14 -

The exploration business is highly competitive and highly
fragmented, dominated by both large and small mining companies. Success will
largely depend on our ability to attract talent from the mining field and our
ability to fund our operations. There is no assurance that our mineral expansion
plans will be realized.

Government Regulation.

We are committed to complying, and, to our knowledge, are in
compliance, with all governmental and environmental regulations. Permits from a
variety of regulatory authorities are required for many aspects of mine
operation and reclamation. We cannot predict the extent to which future
legislation and regulation could cause additional expense, capital expenditures,
restrictions, and delays in the exploration of our properties.

Our activities are not only subject to extensive federal,
state, and local regulations controlling the mining of, and exploration for,
mineral properties, but also the possible effects of such activities upon the
environment. Future legislation and regulations could cause additional expense,
capital expenditures, restrictions, and delays in the exploration of our
properties, the extent of which cannot be predicted. Permits may also be
required from a variety of regulatory authorities for many aspects of mine
operation and reclamation. In the context of environmental permitting, including
the approval of reclamation plans, we must comply with known standards, existing
laws, and regulations that may entail greater or lesser costs and delays
depending on the nature of the activity to be permitted and how stringently the
regulations are implemented by the permitting authority. We are not presently
aware of any specific material environmental constraint affecting our properties
that would preclude the economic development or operation of any specific
property.

It is reasonable to expect that compliance with environmental
regulations will increase our costs. Such compliance may include feasibility
studies on the surface impact of our proposed exploration operations; costs
associated with minimizing surface impact; water treatment and protection;
reclamation activities, including rehabilitation of various sites; on-going
efforts at alleviating the mining impact on wildlife; and permits or bonds as
may be required to ensure our compliance with applicable regulations. It is
possible that the costs and delays associated with such compliance could become
so prohibitive that we may decide not to proceed with exploration on any of our
mineral properties.

We are prepared to engage professionals, if necessary, to
ensure regulatory compliance, but in the near term we expect our activities to
require minimal regulatory oversight. If we expand the scope of our activities
in the future, it is reasonable to expect expenditures on compliance to rise.

Research and Development.

We are not currently conducting any research and development
activities, nor have we during the last two fiscal years, other than property
explorations and assessments. None of these costs are borne by our customers,
however.

Employees.

We do not have any employees. We pay our officers, Dr. Abbott
and Mr. Drazenovic, consulting fees. We are not a party to any collective
bargaining agreements. We do not compensate our directors as employees, but we
may enter into agreements with them to issue stock options for their services as
our directors. We pay our officers and directors for their mining exploration
and administrative services to us as consultants, not as employees, and we also
have an assistant who is being paid through a staffing agency.

Facilities.

As of December 26, 2006, our executive, administrative and
operating offices were located at 8600 Technology Way, Suite 118, Reno, Nevada,
89521.

RISK FACTORS

Much of the information included in this annual 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.

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- 15 -

Such estimates, projections or other "forward looking statements"
  involve various risks and uncertainties as outline 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".

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.

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- 16 -

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 Registration Statement, 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.

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- 17 -

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.

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- 18 -

NASD 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, the NASD 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, the
NASD believes that there is a high probability that speculative low-priced
securities will not be suitable for at least some customers. The NASD
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.

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- 19 -

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.**          **Description
of Property.**

Our Facilities: Our executive, administrative, and operating
offices were located at 8600 Technology Way, Suite 118, Reno, Nevada, 89521. Our
office is leased in six-month terms that automatically renew, at a cost of
$1,395 per month, and consists of office space that is approximately 258 square
feet. Our current lease term expired on October 31, 2006, but automatically
renewed at that point. We believe these facilities are adequate for our current
needs and that alternate facilities on similar terms would be readily available
if needed.

**Item
3.**          **Legal
Proceedings.**

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

**Item
4.**          **Submissions
of Matters to a Vote of Security Holders.**

Other than as described below, there were no matters submitted
to a vote of our security holders either through solicitation of proxies or
otherwise in the fourth quarter of the fiscal year ended December 31, 2006:

On January 24, 2007 we held our Annual General Meeting of
Shareholders (the Meeting) pursuant to a Notice and Proxy Statement duly filed
pursuant to Regulation 14A under the Securities Exchange Act of 1934.

At the Meeting, the following persons were elected Directors of
our company: Earl W. Abbott, George Drazenovic and Carl Pescio. The appointment
of Jonathon P. Reuben, CPA as our auditor for the ensuing year was also ratified
at the Meeting.

To provide our shareholders with more time to consider and
understand the proposed agreement and plan of merger with our wholly-owned
Delaware subsidiary, so that we may be re-incorporated as a Delaware
corporation, a motion was passed to adjourn the Meeting to 12:00 P.M. February
14, 2007 at the offices of Clark Wilson LLP at 800  885 West Georgia Street,
Vancouver, British Columbia.

On February 14, 2007 we held our Annual and Special General
Meeting of Shareholders adjourned from January 24, 2007 (the Adjourned
Meeting). At the Adjourned Meeting, our shareholders passed the resolution to
approve the proposed agreement and plan of merger with our wholly-owned Delaware
subsidiary so that we may be reincorporated as a Delaware corporation.

PART II

**Item
5.**          **Market
for Common Equity and Related Stockholder Matters.**

Our common stock is quoted on the OTC Bulletin Board and in the
  Pink Sheets under the trading symbol TOGI. The Company completed
  a 50-for-1 forward stock split of its issued and outstanding shares of common
  stock on April 27, 2004; a 6.82 -for-1 forward stock split on August 31, 2004;
  and a 1.20 -for-1 forward stock split on May 31, 2005.

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- 20 -

The following table sets forth the high and low bid prices for
our common stock for the periods indicated, as reported by Pink Sheets, LLC.
These quotations reflect inter-dealer prices, without retail mark-up, mark-down,
or commission, and may not represent actual transactions.

National Association of Securities Dealers OTC Bulletin
        Board(1)Quarter Ended
      High
      LowDecember 31, 2006
      $0.64
      $0.18September 30, 2006
      $0.85
      $0.45June 30, 2006
      $1.04
      $0.50March 31, 2006
      $0.915
      $0.50December 31, 2005
      $0.84
      $0.67September 30, 2005
      $0.81
      $0.53June 30, 2005 (before 20% stock dividend through May 24,
        2005)
      $1.06
      $0.80June 30, 2005 (after 20% stock dividend through May 24,
        2005)
      $0.53
      $0.51March 31, 2005
      $1.01
      $0.75


(1)Over-the-counter market quotations reflect
inter-dealer prices without retail mark-up, mark-down or commission, and may not
represent actual transactions.

Holders of our Common Stock

As of April 16, 2007, there were 39 registered shareholders of
our common stock.

Dividends

We have not declared or paid any cash dividends since inception
and we do not intend to pay any cash dividends in the foreseeable future. We
intend to retain future earnings for use in our operations and the expansion of
our business. The holders of outstanding shares of common stock are entitled to
receive dividends out of assets legally available therefore at such times and in
such amounts as our board of directors may from time to time determine.

Equity Compensation Plan Information

As at December 31, 2006 we have two equity compensation plans
  in place. The first one was entitled the 2003 Incentive and Nonstatutory Stock
  Option Plan (the 2003 Plan) and the second one was entitled the
  2005 Stock Option Plan (the 2005 Plan). The plans have not been
  approved by our security holders.

Number of Securities to be issued upon
      exercise of outstanding options
    Weighted-Average exercise price of
      outstanding options
    Number of securities remaining available
      for further issuanceThe 2003 Plan
    35,200
    $0.15
    NilThe 2005 Plan
    150,000
    $0.75
    6,557,400


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- 21 -

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during the year ended December 31, 2006.

Recent Sales of Unregistered Securities

In April 2005, we issued 1,325,126 shares of our common stock
to a noteholder in settlement of promissory notes totaling $1,025,000 plus
accrued interest at the rate of $1.00 per share. In December 2005, we sold
625,000 units in a private placement at a price of $0.80 per unit to another
note holder. Each unit consisted of one share of our common stock and a warrant
to purchase one share of our common stock at $0.85 per share. The warrants
expire in December 2010.

Pursuant to a consulting service agreement, we have 150,000
options outstanding for a consultant to purchase shares of our common stock at
$0.75 per share. Of these 150,000 options, which expire on September 28, 2010,
25,000 options were granted in September 2005 and 125,000 options were granted
in December 2005.

In March 2006, we executed convertible promissory notes with an
investor for several amounts: $149,857.64, for funds received January 13, 2006;
$249,980.00, for funds received February 8, 2006; and $250,000.00 for funds
received on February 16, 2006. These notes bear interest at 8% per annum and are
convertible at our sole discretion on or before the due date, December 31, 2007,
at a rate of $0.40 per share.

Exemption from the registration provisions of the Securities
Act for the transactions described above is claimed under Section 4(2) of, and
Regulation S under, the Securities Act, among other exemptions, on the basis
that such transaction does not involve any public offering and the persons are
either accredited investors or are not U.S. persons and did not acquire the
securities for the account or benefit of any U.S. person. Appropriate investment
representations were obtained, and the securities were issued with restrictive
security legends.

We sold an aggregate of approximately 6.15 million units of our
securities to a limited number of accredited investors or non-U.S. persons in a
private placement. The closing occurred on July 18, 2006, subject to receipt of
funds from certain of the investors. Unless otherwise stated, each unit
consisted of one share of common stock and one warrant to purchase one share of
common stock (Regular Warrant). The purchase price was $0.30 per unit, for an
aggregate amount of approximately $1.84 million. The Regular Warrants have an
exercise period of three years and an exercise price of $.60 per share. Included
in the 6.15 million units are five million units consisting of five million
special warrants (Special Warrants) and an equivalent number of Regular
Warrants issued to one investor. Each Special Warrant converts into one share of
common stock not later than 10 years from the closing without the tender of any
additional consideration. The Special Warrants have no voting rights. The
securities sold by the us in this private placement were exempt from
registration under the Securities Act of 1933, as amended, pursuant to
Regulation S or Regulation D promulgated thereunder.

In December 2005, we sold 625,000 units in a private placement
at a price of $0.80 per unit to an investor, who is also a note holder. Each
unit consisted of one share of our common stock and a warrant to purchase one
share of our common stock at $0.85 per share. The warrants expire in December
2010. This instrument was issued in reliance on that exemption from registration
under Regulation S, as a transaction not involving any public offering to a
non-U.S. investor.

**Item
6.**          **Management's
Discussion and Analysis or Plan of Operation.**

The following discussion should be read in conjunction with our
consolidated audited financial statements and the related notes that appear
elsewhere in this annual report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward
looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below and elsewhere in this
registration statement, particularly in the section entitled "Risk Factors"
beginning on page 15 of this annual report.

Our consolidated audited financial statements are stated in
United States Dollars and are prepared in accordance with United States
Generally Accepted Accounting Principles.

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- 22 -

Critical Accounting Policies

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

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.

Liquidity and Capital Resources.

We had cash and cash equivalents totaling $144,106 as of December
  31, 2006, making our total current assets $144,106. We also had mining claims
  of $1,682,147, computer equipment of $1,232 and intangible assets of $6,868,
  making our total assets $1,834,853 as of December 31, 2006. As of that date,
  our available cash and cash equivalents were not sufficient to pay our day-to-day
  expenditures or to effectuate our business plan. In July 2006, we sold approximately
  $1.84 million of our equity securities in a private placement. We are committed
  to continue to seek the necessary financing needed to continue operating through
  the sale of equity or debt financing, though there is no guarantee we will be
  able to do so.

As of December 31, 2006, we had a net working capital deficit
of $1,111,029.

Net cash used in operating activities was $1,144,404 for the
year ended December 31, 2006 compared to $559,280 for the year ended December
31, 2005.

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.

Plan of Operations.

In July 2006, we closed a financing of US $1,844,000. A substantial
  portion of the funds have been devoted to the lease costs of our 15 properties.
  We used a material portion for administrative overhead and future acquisition
  opportunities. Thus, we expect to have less than $500,000 available for exploration
  on its current properties over the next 12 months, during which period we will
  continue to pursue additional financing opportunities to further its exploration
  and acquisition program.

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- 23 -

We begin our exploration process by attempting to understand
the regional geology of our prospects and by progressing through the
district-wide geologic setting. Eventually, we graduate to the geologic setting
of each individual proposed drill hole. Before drilling, we attempt to predict
our probability of success, and we will drill only sites that we believe have
the best chance of encountering a gold deposit. Typically, we will engage in
integrated surface geological, geochemical, and geophysical analysis before we
begin drilling. Some of the specific methods that we will engage in include
magmatic affinity, pluton vectoring, kinetic structural analysis, and metal
dispersion.

To date, we have acquired leases in several claim blocks in the
North Central Nevada area. In total, the property package represents 15
properties comprised of approximately 44,840 acres. However, in addition to our
initial exploration program, we will need to spend significant funds to complete
further in-depth drilling and engineering studies before we can identify whether
or not we have a commercially viable mineral deposit.

Future funding levels will also determine the extent and number
of properties that we will explore. No certainty can be ascertained on our
overall exploration program until significant funding levels have been
achieved.

While most properties will be examined and sampled, we will
also analyze the results of all previous work that is publicly available for the
properties. We currently expect that in Spring 2007, we will perform a small
amount of drilling on the Jack Creek property. A ranking system will enable us
to decide which properties will undergo detailed work and drill at the earliest
opportunity. The remaining properties will be made available for farm-out or for
development at a later date, or dropped all-together from further work.

The following is a list of projects on which, as of the date of
this Registration Statement, we have decided to focus during the next 12 months.
The prioritization of, and the projects themselves, are expected to change
depending on funding levels and preliminary sampling results:

Jack Creek. We intend to undertake geological and
structural analysis, as well as soil sampling and geophysical surveys, on this
property, located in the Independence Mountains mining district about 50 miles
north of Elko, Nevada. The intended work is in preparation for an intended drill
program on the property currently expected to be performed in Spring 2007,
which, in aggregate, is expected to cost up to approximately $100,000.

The Jack Creek property comprises a total of approximately
6,000 acres in Elko County, Nevada, and is located in the northern Independence
Mountains. Management believes that the property is attractive because it
occupies the southwest flank of a prominent gravity high, indicating the
presence of relatively shallow Paleozoic carbonate sedimentary rocks.

Recently, we acquired an option for 53 additional claims at the
Jack Creek Property, Elko County, Nevada. The option was acquired from Gateway
Gold (USA) Corp. through two of our directors, Earl Abbott and Stanley Keith. We
have the option to earn a 50% undivided interest in the 53 claims through our
expenditure on the claims of a total of $500,000 in various stages by March 1,
2007, 2008, and 2009. Currently, however, we do not have such funds available
and will need to raise additional funds in order to exercise the option.

NT Green. Exploration currently anticipated to occur
during the Spring of 2007 will focus on delineating drill targets. The property
will be prospected by sampling and analysis of mineralized rock. We expect to
perform a kinematic structural analysis of the property and expect to produce a
more realistic geologic map than those made available in the past. A soil
geochemistry program will aid in identifying favorable fault structures and
intersections, as well as the centers of the most active hydrothermal activity.
A pluton vectoring study is expected to be performed by analysis of all
intrusive rocks and their interpretation. In addition, an airborne magnetic
survey is expected to be performed over the property to aid in the discovery of
dikes and sills and to aid in the mapping and structural analysis. It is
intended that by the Spring of 2007, we will have identified targets for
permitting and drilling. We have budgeted up to approximately $100,000 to
complete this program; however, that amount may vary depending on preliminary
results.

Goodwin Hill. Exploration on this property may include
  geologic mapping to identify prospective fault structures that can be projected
  under alluvium. Sampling of all mineralized rocks is expected to provide a vector
  toward the center of hydrothermal activity. Gravity and magnetic geophysical
  studies are expected to be performed to define the buried shallow basement rocks
  better. These studies are intended to provide low risk drilling targets for
  permitting and drilling in the Spring of 2007. As of the date of this Registration
  Statement, we have budgeted nearly $50,000 for this program.

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- 24 -

Work to date in the area has indicated a large Carlin type
system within prospective lower plate carbonate rocks on the flanks of a major
dome and near intrusive bodies.

HMD. Exploration on this property will be directed
toward delineating low-risk drill targets. We currently expect that we will
undertake a kinematic structural analysis of the exposed silicified rocks along
the HMD structure combined with careful rock sampling to locate points along the
fault where hydrothermal activity is most intense. We intend to supplement these
studies with soil sampling, and the resulting drill targets will be sharpened by
detailed IP surveys. By the Spring of 2007, we hope to have targets prepared for
permitting and drilling. We expect to spend up to approximately $50,000 for this
program over the next 12 months.

Wilson Peak. A program of kinematic structural analysis,
combined with multi-element rock and soil sampling, is currently planned for
Wilson Peak. Potential drill targets will be sharpened by IP geophysical
surveys. Assuming we have raised sufficient funds, permitting and drilling are
planned for Spring 2007. We expect that this program will require up to
approximately $50,000 for the next 12 months.

Other Properties. We hope to undertake additional
exploration studies on the Stargo, West Whistler, Brock, Horseshoe Basin, South
Lone Mountain, Golconda, North Battle Mountain, Dry Hills Property, Walti, and
Marr Properties, but no detailed plans to conduct exploration on these
properties have yet been determined. We believe that it could expect to spend up
to approximately $150,000 on these properties, thus, bringing the total funds
budgeted for the next 12 months to $500,000.

Our forecast for the period for which our financial resources
will be adequate to support our operations involves risks and uncertainties, and
actual results could fail as a result of a number of factors. We will need to
raise additional capital to exploit our properties. In the event that we
experience a shortfall in our capital, we intend to pursue capital through
public or private financing as well as borrowings and other sources. We cannot
guarantee that additional funding will be available on favorable terms, if at
all and if adequate funds are not available. Our ability to continue or expand
our operations may be significantly hindered. We have not contemplated any plan
of liquidation in the event that we do not generate revenues.

As an exploration company, we are not currently conducting any
research and development activities and we do not anticipate conducting such
activities in the near future. In the event that we obtain significant funding
to fully implement our exploration program, we will need to hire additional
employees or independent contractors and possibly purchase or lease additional
equipment. With large current demand for resource exploration equipment and
human capital in the state of Nevada, there is no guarantee that we will be able
to meet our equipment and human capital needs. However, management believes that
the network of relationships developed over the years by our officers and
directors in Nevada will largely mitigate any shortages that similar companies
face.

The projects described above will be managed by Dr. Earl
Abbott. Dr. Abbott holds a Ph.D degree in geology from Rice University where he
studied the tectonics of the western U.S. He has spent 34 years exploring for
mineral deposits, 26 of them for gold in Nevada, and, with Carl Pescio, he
managed an exploration program in Nevada in 1981 resulting in the acquisition of
3 gold orebodies that were mined profitably. Over his career, Dr. Abbott has
consulted to the mining industry and has been an officer and director of several
junior mining companies. Dr. Abbott is a Certified Professional Geologist by the
American Institute of Professional Geologists (AIPG) and past President of the
Nevada Chapter. He is also a member and past President of the Geological Society
of Nevada (GSN), the Nevada Petroleum Society (NPS), and the Denver Region
Exploration Geologists Society (DREGS); and he is a member of the Society of
Economic Geologists (SEG), the Society for Mining, Metallurgy, and Exploration
(SME), the Geological Society of America (GSA), the Northwest Mining Association
(NWMA), the British Columbia & Yukon Chamber of Mines, and the Prospectors
and Developer Association of Canada (PDAC). Dr. Abbott is a Qualified Person
under the rules of National Instrument 43-101.

We expect to utilize the services of various third-party
geological professionals to assist with the various projects. The number of
consultants will depend on our initial exploratory results and funding levels.
No plans are in place for a significant change in the number of full-time
personnel.

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- 25 -

Currently, we have no research and development plans and no
intention to purchase or sell plant or significant equipment.

Result of Operations.

For the Year Ended December 31, 2006, compared to the Year
Ended December 31, 2005.

Revenue - We have realized no revenues for the year ended
December 31, 2006 and 2005.

Operating Expenses - For the year ended December 31, 2006, our
  total operating expenses were $1,264,273, compared to our total operating expenses
  of $580,934 in the corresponding prior period. Of the $1,264,273 incurred in
  2006, $705,287 related to our mining exploration, $512,630 related to general
  and administrative activities, and $46,356 related to our compensation expense
  on option grants. Of the $580,934 incurred in the year ended December 31, 2005,
  $404,543 related to mining exploration, $158,522 related to general and administrative
  activities, and $17,869 related to our compensation expense on options grants.
  During the year ended December 31, 2006, we accrued $81,326 in interest expenses
  on notes payable, compared to interest accruing during the year ended December
  31, 2005, of $35,925. No interest has been paid on notes payable during either
  period.

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 elsewhere in this annual report.

Significant Accounting Policies

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.

---

- 26 -

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

**Item
7.**     **Financial Statements.**

Our audited financial statements are stated in United States
dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles.

The following audited financial statements are filed as part of
this annual report:

| | Independent Auditor's Report, dated April 10, 2007 of
      Jonathon P. Reuben, C.P.A., an Accountancy Corporation                                         
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                            
| | Audited Balance Sheets as at December 31, 2006 and
      December 31, 2005                                                                                 
| |                                                                                                                                                            
| | Audited Statements of Operations for the year ended
      December 31, 2006 and 2005 and for the period from March 19, 2004 through
      December 31, 2006
| |                                                                                                                                                            
| | Audited Statements of Stockholders' Equity (Deficit) for
      the years ended December 31, 2004, 2005 and 2006                                            
| |                                                                                                                                                            
| | Audited Statements of Cash Flows for the year ended
      December 31, 2006 and 2005 and for the period from March 19, 2004 through
      December 31, 2006
| |                                                                                                                                                            
| | Notes to the Financial Statements                                                                                                                          

---

- 27 -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To The Board of Directors and Stockholders of Tornado Gold
International Corp. Reno, Nevada

We have audited the accompanying balance sheet of Tornado Gold
  International, Inc. (an Exploratory Stage Company) as of December 31, 2006 and
  the related statements of operations, stockholders equity (deficit) and
  cash flows for the years ended December 31, 2006 and 2005 and during the Companys
  exploratory stage (March 19, 2004 through December 31, 2006) These financial
  statements are the responsibility of the Companys management. Our responsibility
  is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Tornado Gold
International Corp. as of December 31, 2006, and the results of its operations
and its cash flows for the years ended December 31, 2006 and 2005, and for the
period from March 19, 2004 through December 31, 2006 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the accompanying financial statements, the Company has no established
source of material revenue, has incurred a net loss from continuing operations
of $1,345,599 for the year ended December 31, 2006 had a negative working
capital at December 31, 2006 of $1,111,029 and had accumulated deficit since its
inception of $2,929,183, all of which raise a substantial doubt about its
ability to continue as a going concern. Management's plan in regard to these
matters is also discussed in Note 1. These financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



/s/ Jonathon Reuben Jonathon P. Reuben CPA An
Accountancy Corporation Torrance, California April 10, 2007

---

- 28 -

Tornado Gold International Corp.(An Exploratory
Stage Company) BALANCE SHEET

|                                                            |   | December 31, |  
|----------------------------------------------------------- | - | ------------ | -
|                                                            |   | 2006         |  
|ASSETS                                                      |  
|                                                            |   |              |  
|CURRENT ASSETS                                              |   |              |  
|Cash and cash equivalents                                   | $ | 144,106      |  
|TOTAL CURRENT ASSETS                                        |   | 144,106      |  
|                                                            |   |              |  
|PROPERTY AND EQUIPMENT,                                     |   |              |  
|Mining claims                                               |   | 1,682,147    |  
|Computer
      equipment, net                               |   | 1,232        |  
|                                                            |   |              |  
|OTHER ASSETS                                                |   |              |  
|Intangible assets                                           |   | 6,868        |  
|                                                            |   |              |  
|TOTAL ASSETS                                                | $ | 1,834,353    |  
|                                                            |   |              |  
|LIABILITIES AND STOCKHOLDERS'
      DEFICIT                 |  
|                                                            |   |              |  
|CURRENT LIABILITIES                                         |   |              |  
|Accounts payable
      - related party                      | $ | 22,700       |  
|Accounts payable - others                                   |   | 57,607       |  
|Notes payable
      (including accrued interest of $94,013) |   | 1,174,828    |  
|TOTAL CURRENT LIABILITIES                                   |   | 1,255,135    |  
|                                                            |   |              |  
|COMMITMENTS AND CONTINGENCIES                               |   | -            |  
|                                                            |   |              |  
|STOCKHOLDERS' DEFICIT                                       |   |              |  
|Common stock;
      $0.001 par value; 100,000,000 shares    |   |              |  
|authorized; 30,111,526 shares issued and outstanding        |   | 30,112       |  
|Additional paid
      in capital                            |   | 1,978,707    |  
|Accumulated deficit                                         |   | (704,993     | )
|Deficit
      accumulated during the exploratory stage      |   | (2,224,190   | )
|Subscribed warrants                                         |   | 1,500,000    |  
|Stock
      subscription receivable                         |   | (418         | )
|TOTAL STOCKHOLDERS' DEFICIT                                 |   | 579,218      |  
|                                                            |   |              |  
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                 | $ | 1,834,353    |  

The accompanying notes are an integral part of these financial
statements

---

- 29 -

Tornado Gold International Corp.(An Exploratory
Stage Company) STATEMENTS OF OPERATIONS

|                                             |   |                    |   |   |                |   |   | From              |  
|-------------------------------------------- | - | ------------------ | - | - | -------------- | - | - | ----------------- | -
|                                             |   | For the Year Ended |   |   | March 19, 2004 |  
|                                             |   | December 31,       |   |   | through        |  
|                                             |   | 2006               |   |   | 2005           |   |   | December 31, 2006 |  
|                                             |   |                    |   |   |                |   |   |                   |  
|NET REVENUE                                  | $ | -                  |   | $ | -              |   | $ | -                 |  
|                                             |   |                    |   |   |                |   |   |                   |  
|OPERATING EXPENSES                           |   |                    |   |   |                |   |   |                   |  
|Compensation expense on option grants        |   | 46,356             |   |   | 17,869         |   |   | 68,765            |  
|Mining exploration
      expenses            |   | 705,287            |   |   | 404,543        |   |   | 1,161,218         |  
|General and administrative expenses          |   | 512,630            |   |   | 158,522        |   |   | 819,083           |  
|                                             |   | 1,264,273          |   |   | 580,934        |   |   | 2,049,066         |  
|                                             |   |                    |   |   |                |   |   |                   |  
|LOSS FROM OPERATIONS                         |   | (1,264,273         | ) |   | (580,934       | ) |   | (2,049,066        | )
|                                             |   |                    |   |   |                |   |   |                   |  
|OTHER INCOME (EXPENSE)                       |   |                    |   |   |                |   |   |                   |  
|Interest expense                             |   | (81,326            | ) |   | (35,925        | ) |   | (175,124          | )
|                                             |   |                    |   |   |                |   |   |                   |  
|TOTAL OTHER INCOME (EXPENSE)                 |   | (81,326            | ) |   | (35,925        | ) |   | (175,124          | )
|                                             |   |                    |   |   |                |   |   |                   |  
|LOSS BEFORE PROVISION FOR INCOME TAXES       |   | (1,345,599         | ) |   | (616,859       | ) |   | (2,224,190        | )
|                                             |   |                    |   |   |                |   |   |                   |  
|PROVISION FOR INCOME TAXES                   |   | -                  |   |   | -              |   |   | -                 |  
|                                             |   |                    |   |   |                |   |   |                   |  
|NET LOSS                                     | $ | (1,345,599         | ) | $ | (616,859       | ) |   | (2,224,190        | )
|                                             |   |                    |   |   |                |   |   |                   |  
|NET LOSS PER SHARE - BASIC AND DILUTED       | $ | (0.05              | ) | $ | (0.02          | ) |   |                   |  
|                                             |   |                    |   |   |                |   |   |                   |  
|WEIGHTED AVERAGE COMMON EQUIVALENT           |   |                    |   |   |                |   |   |                   |  
|SHARES OUTSTANDING
      - BASIC AND DILUTED |   | 29,360,954         |   |   | 35,582,682     |   |   |                   |  

The accompanying notes are an integral part of these financial
statements

---

- 30 -

TornadoGoldInternationalCorp.(AnExploratoryStageCompany)StatementsofStockholdersEquity(Deficit)

|                                                           |          |  |                |   |   |            |   |   |            |   |   |              |       |   | Deficit     |   |   |            |  |   |              |   |   |            |  
|---------------------------------------------------------- | -------- |  | -------------- | - | - | ---------- | - | - | ---------- | - | - | ------------ | ----- | - | ----------- | - | - | ---------- |  | - | ------------ | - | - | ---------- | -
|                                                           |          |  |                |   |   |            |   |   |            |   |   |              |       |   | Accumulated |   |   |            |  |   |              |   |   |            |  
|                                                           |          |  |                |   |   |            |   |   | Additional |   |   |              |       |   | During the  |   |   |            |  |   |              |   |   |            |  
|                                                           |          |  |                |   |   |            |   |   | Paid-in    |   |   | Accumulated  |       |   | Exploratory |   |   | Subscribed |  |   | Subscription |   |   |            |  
|                                                           | Date     |  | Shares         |   |   | Amount     |   |   | Capital    |   |   | Deficit      |       |   | Stage       |   |   | Warrant    |  |   | Receivable   |   |   | Total      |  
|                                                           |          |  |                |   |   |            |   |   |            |   |   |              |       |   |             |   |   |            |  |   |              |   |   |            |  
|                                                           |          |  |                |   |   |            |   |   |            |   |   |              |       |   |             |   |   |            |  |   |              |   |   |            |  
|Balance, December 31,
      2003                           |          |  | 2,486,299,200  |   | $ | 2,486,299  |   | $ | -          |   | $ | (2,574,457   | )     | $ | -           |   | $ | -          |  | $ | -            |   | $ | (88,158    | )
|                                                           |          |  |                |   |   |            |   |   |            |   |   |              |       |   |             |   |   |            |  |   |              |   |   |            |  
|Redemption of shares for
      Saltys                      | 3/19/04  |  | (2,091,093,840 | ) |   | (2,091,094 | ) |   | -          |   |   | 2,087,402    |       |   | -           |   |   | -          |  |   | -            |   |   | (3,692     | )
|Redemption of shares for cash                              | 3/19/04  |  | (375,563,760   | ) |   | (375,564   | ) |   | -          |   |   | (194,436     | )     |   | -           |   |   | -          |  |   | -            |   |   | (570,000   | )
|Issuance of shares for cash                                | 3/19/04  |  | 34,372,800     |   |   | 34,373     |   |   | -          |   |   | (24,373      | )     |   | -           |   |   | -          |  |   | -            |   |   | 10,000     |  
|Fair value of options granted to consultants               | 3/19/04  |  |                |   |   | -          |   |   | 4,540      |   |   | -            |       |   | -           |   |   | -          |  |   | -            |   |   | 4,540      |  
|Gain on settlement of notes                                | 4/15/04  |  |                |   |   | -          |   |   | 49,309     |   |   | -            |       |   | -           |   |   | -          |  |   | -            |   |   | 49,309     |  
|Net income (loss)                                          |          |  |                |   |   | -          |   |   | -          |   |   | 871          |       |   | (261,732    | ) |   | -          |  |   | -            |   |   | (260,861   | )
|                                                           |          |  |                |   |   |            |   |   |            |   |   |              |       |   |             |   |   |            |  |   |              |   |   |            |  
|                                                           |          |  |                |   |   |            |   |   |            |   |   |              |       |   |             |   |   |            |  |   |              |   |   |            |  
|Balance, December 31,
      2004                           |          |  | 54,014,400     |   |   | 54,014     |   |   | 53,849     |   |   | (704,993     | )     |   | (261,732    | ) |   | -          |  |   | -            |   |   | (858,862   | )
|                                                           |          |  |                |   |   |            |   |   |            |   |   |              |       |   |             |   |   |            |  |   |              |   |   |            |  
|Conversion of notes payable
      and accrued interest     |          |  |                |   |   |            |   |   |            |   |   |              |       |   |             |   |   |            |  |   |              |   |   |            |  
|into shares of common
      stock                          | 4/15/05  |  | 1,325,126      |   |   | 1,325      |   |   | 1,102,946  |   |   | -            |       |   | -           |   |   | -          |  |   | -            |   |   | 1,104,271  |  
|Redemption of shares for cash                              | 4/15/05  |  | (27,172,800    | ) |   | (27,172    | ) |   | 19,266     |   |   | -            |       |   | -           |   |   | -          |  |   | -            |   |   | (7,906     | )
|Issuance of shares for cash                                | 12/13/05 |  | 625,000        |   |   | 625        |   |   | 499,375    |   |   | -            |       |   | -           |   |   | -          |  |   | (418         | ) |   | 499,582    |  
|Fair value of options granted
      to consultants         | Various  |  |                |   |   | -          |   |   | 17,869     |   |   | -            |       |   | -           |   |   | -          |  |   | -            |   |   | 17,869     |  
|Net loss                                                   |          |  |                |   |   | -          |   |   | -          |   |   | -            |       |   | (616,859    | ) |   | -          |  |   | -            |   |   | (616,859   | )
|                                                           |          |  |                |   |   |            |   |   |            |   |   |              |       |   |             |   |   |            |  |   |              |   |   |            |  
|                                                           |          |  |                |   |   |            |   |   |            |   |   |              |       |   |             |   |   |            |  |   |              |   |   |            |  
|Balance, December 31,
      2005                           |          |  | 28,791,726     |   |   | 28,792     |   |   | 1,693,305  |   |   | (704,993     | )     |   | (878,591    | ) |   | -          |  |   | (418         | ) |   | 138,095    |  
|                                                           |          |  |                |   |   |            |   |   |            |   |   |              |       |   |             |   |   |            |  |   |              |   |   |            |  
|Exercise of options                                        | 6/6/06   |  | 24,800         |   |   | 25         |   |   | 3,695      |   |   | -            |       |   | -           |   |   | -          |  |   | -            |   |   | 3,720      |  
|Issuance of shares for cash                                | 7/16/06  |  | 1,145,000      |   |   | 1,145      |   |   | 342,355    |   |   | -            |       |   | -           |   |   | -          |  |   | -            |   |   | 343,500    |  
|Prepaid Warrants for
      5,000,000 common shares         | 7/16/06  |  |                |   |   | -          |   |   | -          |   |   | -            |       |   | -           |   |   | 1,500,000  |  |   | -            |   |   | 1,500,000  |  
|Offering costs                                             | 7/16/06  |  |                |   |   | -          |   |   | (173,404   | ) |   | -            |       |   | -           |   |   | -          |  |   | -            |   |   | (173,404   | )
|Shares issued as part
      consideration for mining claim | 8/24/06  |  | 50,000         |   |   | 50         |   |   | 33,500     |   |   |              |       |   |             |   |   |            |  |   |              |   |   |            |  
|Shares issued as part consideration for
      mining claim | 11/23/06 |  | 100,000        |   |   | 100        |   |   | 32,900     |   |   | -            |       |   | -           |   |   | -          |  |   | -            |   |   | 33,000     |  
|Fair value of options granted
      to consultants         | Various  |  |                |   |   | -          |   |   | 46,356     |   |   | -            |       |   | -           |   |   | -          |  |   | -            |   |   | 46,356     |  
|Net loss                                                   |          |  |                |   |   | -          |   |   | -          |   |   | -            |       |   | (1,345,599  | ) |   | -          |  |   | -            |   |   | (1,345,599 | )
|                                                           |          |  |                |   |   |            |   |   |            |   |   |              |       |   |             |   |   |            |  |   |              |   |   |            |  
|                                                           |          |  |                |   |   |            |   |   |            |   |   |              |       |   |             |   |   |            |  |   |              |   |   |            |  
|Balance, December 31,
      2006                           |          |  | 30,111,526     |   | $ | 30,112     |   | $ | 1,978,707  |   | $ | **(704,993** | **)** | $ | (2,224,190  | ) | $ | 1,500,000  |  | $ | (418         | ) | $ | 579,218    |  

The accompanying notes are an integral part of these financial
statements

---

- 31 -

Tornado Gold International Corp.(An Exploratory
Stage Company) STATEMENTS OF CASH FLOWS

|                                                   |   |                    |   |   |                |   |   | From              |  
|-------------------------------------------------- | - | ------------------ | - | - | -------------- | - | - | ----------------- | -
|                                                   |   | For the Year Ended |   |   | March 19, 2004 |  
|                                                   |   | December 31        |   |   | through        |  
|                                                   |   | 2006               |   |   | 2005           |   |   | December 31, 2006 |  
|                                                   |   |                    |   |   |                |   |   |                   |  
|CASH FLOWS FROM OPERATING ACTIVITIES:              |   |                    |   |   |                |   |   |                   |  
|Net loss from continuing operations                | $ | (1,345,599         | ) | $ | (616,859       | ) | $ | (2,224,190        | )
|Adjustment to reconcile
      net loss to net cash |   |                    |   |   |                |   |   |                   |  
|used in operating
      activities:                |   |                    |   |   |                |   |   |                   |  
|Value of options and warrants granted for services |   | 46,356             |   |   | 17,869         |   |   | 68,765            |  
|Depreciation                                       |   | 111                |   |   | -              |   |   | 111               |  
|Changes in:                                        |   |                    |   |   |                |   |   |                   |  
|Prepaid expenses
      and other current assets    |   | 6,395              |   |   | (5,000         | ) |   | 5,000             |  
|Accounts
      payable                             |   | 67,007             |   |   | 32,023         |   |   | 155,409           |  
|Notes payable                                      |   | 81,326             |   |   | 12,687         |   |   | 94,013            |  
|Net cash used in operating activities              |   | (1,144,404         | ) |   | (559,280       | ) |   | (1,900,892        | )
|                                                   |   |                    |   |   |                |   |   |                   |  
|CASH FLOWS FROM INVESTING ACTIVITIES:              |   |                    |   |   |                |   |   |                   |  
|Purchase of
      mining claims                    |   | (1,091,265         | ) |   | (402,182       | ) |   | (1,615,598        | )
|Purchase
      of equipment                        |   | (1,343             | ) |   | -              |   |   | (1,343            | )
|Website design
      costs                         |   | (6,868             | ) |   |                |   |   | (6,868            | )
|Net cash used in investing activities              |   | (1,099,476         | ) |   | (402,182       | ) |   | (1,623,809        | )
|                                                   |   |                    |   |   |                |   |   |                   |  
|CASH FLOWS FROM FINANCING ACTIVITIES:              |   |                    |   |   |                |   |   |                   |  
|Proceeds from
      notes payable                  |   | 649,838            |   |   | 480,978        |   |   | 2,105,816         |  
|Proceeds
      from issuance of common stock       |   | 347,220            |   |   | 499,582        |   |   | 856,802           |  
|Proceeds from
      subscribed warrants            |   | 1,500,000          |   |   | -              |   |   | 1,500,000         |  
|Payment
      on note payable                      |   | -                  |   |   | -              |   |   | (42,500           | )
|Repurchase
      of shares on common stock         |   | -                  |   |   | (7,906         | ) |   | (577,906          | )
|Offering
      costs                               |   | (173,405           | ) |   | -              |   |   | (173,405          | )
|                                                   |   |                    |   |   |                |   |   |                   |  
|Net cash provided by financing activities          |   | 2,323,653          |   |   | 972,654        |   |   | 3,668,807         |  
|                                                   |   |                    |   |   |                |   |   |                   |  
|NET CASH PROVIDED BY CONTINUING OPERATIONS         |   | 79,773             |   |   | 11,192         |   |   | 144,106           |  
|                                                   |   |                    |   |   |                |   |   |                   |  
|CASH AND CASH EQUIVALENTS, Beginning of year       |   | 64,333             |   |   | 53,141         |   |   | -                 |  
|                                                   |   |                    |   |   |                |   |   |                   |  
|CASH AND CASH EQUIVALENTS, End of year             | $ | 144,106            |   | $ | 64,333         |   | $ | 144,106           |  
|                                                   |   |                    |   |   |                |   |   |                   |  
|Interest paid                                      | $ | -                  |   | $ | -              |   |   |                   |  
|Income taxes paid                                  | $ | -                  |   | $ | -              |   |   |                   |  

Noncash investing and financing
activities:

In 2005, the Company issued 1,325,126
shares of its common stock in exchange for the cancellation of $1,104,271

In 2006, the Company issued 150,000
shares of its common stock under its purchase agreement of the Illipah mining
claims.

The 150,000 shares were valued at
$66,550, the fair value of the shares on date of issuance.

The accompanying notes are an integral part of these financial
statements

---

- 32 -

TORNADO GOLD INTERNATIONAL CORP.(An Exploratory
Stage Company)

NOTES TO 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 3). On February 14, 2007, the Company
changed its domicile from Nevada to Delaware (see Note 9 - Subsequent Events).

Basis of Presentation

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 December 31, 2006 of $1,345,599 had a negative working
capital at December 31, 2006 of $1,111,029 and had accumulated deficit since its
inception of $2,929,183. 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 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 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 2006, the Company
  recognized no compensation expense under SFAS No. 123R as no options were issued
  to employees during these two periods (See Note 6).

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- 33 -

As of April 15, 2005, the Company adopted its 2005 stock option
plan to compensate its directors. As of December 31, 2006, no options have been
granted to the directors.

Use of Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities 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, 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.

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 December 31, 2006, 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.

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- 34 -

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 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 December 31, 2006, the Company had net capitalized
costs of 6,868 related to its web site development, which are being depreciated
on a straight-line basis over an estimated useful life of 3 years. A schedule of
amortization expense of the three years ending December 31, 2009 is a follows:

December 31, 2007
    $
    2,289December 31, 2008
    
    2,289December 31, 2009
    
    2,290$
    6,868


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 December 31, 2006 were 160,200 options, 11,795,000 warrants,
and $649,838 of debt convertible into 649,838 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. The only potential common
shares as of December 31, 2005 were 210,000 options and 650,000 warrants that
have been excluded from the computation of diluted net loss per share because
the effect would have been anti-dilutive. If such shares were included in
diluted EPS, they would have resulted in weighted-average common shares of
35,980,516 and 35,692,201 for the years ended December 31, 2006 and 2005,
respectively.

Reclassification

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





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- 35 -

Recent Accounting Pronouncements

SFAS No. 155  In February 2006, the FASB issued
Statement No. 155, Accounting for Certain Hybrid Financial Instruments - an
amendment of FASB Statements No. 133 and 140.This Statement amends
FASB Statements No. 133, Accounting for Derivative Instruments and Hedging
Activities, and No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities.This Statement resolves
issues addressed in Statement 133 Implementation Issue No. D1, Application of
Statement 133 to Beneficial Interests in Securitized Financial Assets. This
Statement (a) permits fair value re-measurement for any hybrid financial
instrument that contains an embedded derivative that otherwise would require
bifurcation, (b) clarifies which interest-only strips and principal-only strips
are not subject to the requirements of Statement 133, (c) establishes a
requirement to evaluate interests in securitized financial assets to identify
interests that are freestanding derivatives or that are hybrid financial
instruments that contain an embedded derivative requiring bifurcation, (d)
clarifies that concentrations of credit risk in the form of subordination are
not embedded derivatives, and (e) amends Statement 140 to eliminate the
prohibition on a qualifying special-purpose entity from holding a derivative
financial instrument that pertains to a beneficial interest other than another
derivative financial instrument. This Statement is effective for all financial
instruments acquired or issued after the beginning of an entitys first fiscal
year that begins after September 15, 2006. Earlier adoption is permitted as of
the beginning of an entitys fiscal year, provided the entity has not yet issued
financial statements, including financial statements for any interim period for
that fiscal year. Provisions of this Statement may be applied to instruments
that an entity holds at the date of adoption on an instrument-by-instrument
basis. The Company plans to adopt this statement on January 1, 2007, and does
not believe that it will have a significant impact on its operations or
financial position.

SFAS No. 156  In March 2006, the FASB issued Statement
No. 156, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, with respect to the accounting for
separately recognized servicing assets and servicing liabilities. This statement
requires an entity to recognize a servicing asset or servicing liability each
time it undertakes an obligation to service a financial asset by entering into a
servicing contract in certain situations. An entity should adopt this statement
as of the beginning of its first fiscal year that begins after September 15,
2006. The Company has evaluated the impact of the adoption of SFAS 156, and does
not believe the impact will be significant to the Company's overall results of
operations or financial position.

FASB Interpretation No. 48  In June 2006, the FASB
issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes
(FIN 48), which supplements SFAS No. 109, Accounting for Income Taxes, by
defining the confidence level that a tax position must meet in order to be
recognized in the financial statements. The Interpretation requires that the tax
effects of a position be recognized only if it is more-likely-than-not to be
sustained based solely on its technical merits as of the reporting date. The
more-likely-than-not threshold represents a positive assertion by

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- 36 -

management that a company is entitled to the economic benefits
of a tax position. If a tax position is not considered more-likely-than-not to
be sustained based solely on its technical merits, no benefits of the position
are to be recognized. The Company has evaluated the impact of the adoption of
FIN 48, and does not believe the impact will be significant to the Company's
overall results of operations or financial position.

SFAS No. 157 - In September 2006, the FASB issued
Statement 157, Fair Value Measurements.This Statement defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value
measurements. This Statement applies under other accounting pronouncements that
require or permit fair value measurements, the Board having previously concluded
in those accounting pronouncements that fair value is the relevant measurement
attribute. Accordingly, this Statement does not require any new fair value
measurements. However, for some entities, the application of this Statement will
change current practice. This Statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company has evaluated the impact of the adoption of SFAS 157, and does not
believe the impact will be significant to the Company's overall results of
operations or financial position.

SFAS No. 158 - In September 2006, the FASB issued
Statement No. 158 Employers Accounting for Defined Benefit Pension and Other
Postretirement Plansan amendment of FASB Statements No. 87, 88, 106, and
132(R). This Statement improves financial reporting by requiring an employer
to recognize the overfunded or underfunded status of a defined benefit
postretirement plan (other than a multiemployer plan) as an asset or liability
in its statement of financial position and to recognize changes in that funded
status in the year in which the changes occur through comprehensive income of a
business entity or changes in unrestricted net assets of a not-for-profit
organization. This Statement also improves financial reporting by requiring an
employer to measure the funded status of a plan as of the date of its year-end
statement of financial position, with limited exceptions. An employer with
publicly traded equity securities is required to initially recognize the funded
status of a defined benefit postretirement plan and to provide the required
disclosures as of the end of the fiscal year ending after December 15, 2006. An
employer without publicly traded equity securities is required to recognize the
funded status of a defined benefit postretirement plan and to provide the
required disclosures as of the end of the fiscal year ending after June 15,
2007. The Company has evaluated the impact of the adoption of SFAS 158, and does
not believe the impact will be significant to the Company's overall results of
operations or financial position.

SAB No. 108  In September 2006, the Securities and
Exchange Commission issued Staff Accounting Bulletin No. 108 (SAB No. 108),
Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements. The guidance in SAB No. 108
requires Companies to base their materiality evaluations on all relevant
quantitative and qualitative factors. This involves quantifying the impact of
correcting all misstatements, including both the carryover and reversing effects
of prior year misstatements, on the current year financial statements. The
Company has adopted this standard.

SFAS No. 159 - In February 2007, the FASB issued
Statement No. 159, The Fair Value Option for Financial Assets and Financial
LiabilitiesIncluding an amendment of FASB Statement No. 115.This
Statement permits entities to choose to measure many financial instruments and
certain other items at fair value. The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. This Statement is
expected to expand the use of fair value measurement, which is consistent with
the Boards long-term measurement objectives for accounting for financial
instruments. This Statement applies to all entities, including not-for-profit
organizations. Most of the provisions of this Statement apply only to entities
that elect the fair value option. However, the amendment to FASB Statement No.
115, Accounting for Certain Investments in Debt and Equity Securities,
applies to all entities with available-for-sale and trading securities. Some
requirements apply differently to entities that do not report net income. This
Statement is effective as of the beginning of an entitys first fiscal year that
begins after November 15, 2007. Early adoption is permitted as of the beginning
of a fiscal year that begins on or before November 15, 2007, provided the entity
also elects to apply the provisions of FASB Statement No. 157, Fair Value
Measurements.No entity is permitted to apply this Statement retrospectively
to fiscal years preceding the effective date unless the entity chooses early
adoption. The choice to adopt early should be made after issuance of this
Statement but within 120 days of the beginning of the fiscal year of adoption,
provided the entity has not yet issued financial statements, including required
notes to those financial statements, for any interim period of the fiscal year
of adoption. This Statement permits application to eligible items existing at
the effective date (or early adoption date).

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- 37 -

The Company has evaluated the impact of the implementation of
SFAS No. 159 and does not believe the impact will be significant to the
Company's overall results of operations or financial position.

NOTE 3  Computer Equipment

On October 1, 2006, the Company purchased computer equipment
  totaling $1,343, which is being depreciated on the straight-line method over
  a 3 year life. Depreciation expense for 2006 amounted to $111.

NOTE 4 - Mining Claims

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

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

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


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

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

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

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

Jack Creek Property

On October 3, 2005, the Company paid the Bureau of Land Management
  $30,875 as consideration on the Exploration License and Option to Lease Agreement
  entered into between the Company and Mr. Earl Abbott, and Stanley Keith ("the
  owners"), to explore 247 claims (nearly 5,000 acres) known as the Jack
  Creek Property. Mr. Abbott is the Company's President and Mr. Keith was a Company
  Director through 2006.

The Company entered into a definitive Exploration License and
Option to Lease Agreement for he 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:

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- 38 -

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 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 (approximately 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.

Additional Properties

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

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




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- 39 -

On August 23, 2006, the Company entered into an agreement to
  acquire the Illipah gold prospect consisting of 191 unpatented mining claims
  located in White Pine County, Nevada in consideration for $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 the Company’s 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 is to be issued on or before August 23, 2007. Further, the Company
  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 of net smelter returns on all rents and mineral production from
  the property. The Company also agreed to pay $48,006.50 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,
  a Company director, and Janet Pescio under an August 31, 2001, agreement between
  the Pescio’s and the seller. The Company agreed to register all of such
  shares for re-sale within 60 days of the closing date but not later than 150
  days after August 23, 2006. The Company also agreed to use its best efforts
  to cause the registration of the shares to be declared effective as soon as
  practicable thereafter, but within 120 days after the closing date and no later
  than 210 days after August 23, 2006.

The Company has the option, exercisable at any time prior to
commercial production on any of the Illipah claims, to reduce production
royalties due Seller from two percent to one percent by paying it $1,000,000 or
its equivalent in gold bullion priced as of the August 24, 2006 closing price of
gold on the New York Commodity Exchange. The Company also agreed to undertake an
exploration program on the Illipah property and related area of interest, and
incur exploration and development expenditures of at least $750,000 within two
years, of which $250,000 is to be expended during the first year of the
agreement.

Based upon the actual and preliminary terms of the above
leases, the Company's obligation as of December 31, 2006 for the payment of
minimum lease payments on these 16 properties is as follows:

2006
    $
    1,2352007
    $
    930,0002008
    $
    1,237,5002009
    $
    1,550,0002010
    $
    1,862,500Minimum lease payments in Subsequent years
    $
    2,500,000


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

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

HMD Gold Property is located in Eureka County, Nevada along the
west side of the Cortez Range, about 30 miles southwest of the town of Carlin,
and about 10 miles north of the Buckhorn deposit. Access to the property is
gained by driving 41 miles west of Elko on I-80, then 20 miles south on SH-306
to the town of Crescent Valley. A well-maintained gravel road leads
east-southeast past the Hot Springs Point to the vicinity of the Dean Ranch. A
two-track road leads to the southeast and the property position is reached in
about one-half mile.

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

Wilson Peak property is located in Elko County, Nevada about 70
miles north of the town of Elko and about 20 miles north of the town of
Tuscarora. The property area is west of the Independence Gold Trend and is part
of a north-south line of gold-silver occurrences in Tertiary volcanic rocks.

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.

Stargo Property is located in the Monitor Range about 45 miles
southwest of the town of Eureka and about 20 miles west of the Northumberland
Mine and comprises of a total of 257 lode claims (about 5,140 acres) in Nye
County, Nevada.

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- 40 -

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

Brock Property is located in the Monitor Range about 36 miles
southwest of the town of Eureka and about 24 miles northeast of the
Northumberland Mine and comprises a total of 222 lode claims (about 4,440 acres)
in Eureka County, Nevada.

Horseshoe Basin Property is located in the Fish Creek Mountains
about 30 miles south of the town of Battle Mountain and about 4 miles south of
the McCoy and Cove deposits.

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

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

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

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

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

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

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.

As of December 31, 2006, the Company incurred a total of
$1,648,597 in acquisition costs. The Company has recently commenced exploration
of its properties and has yet to determine whether any of its properties are
commercially feasible. In order for the Company to complete its analysis,
additional funding is required.

NOTE 5  NOTES PAYABLE

On July 1, 2005, the Company borrowed $100,000 from Gatinara
Holdings, Inc., an unrelated third party. The loan is evidenced by an unsecured
promissory note. The note accrues interest at 8% per annum and matures on
December 31, 2006. Accrued interest related to this note as of December 31, 2006
amounted to $12,011. The principal and accrued interest was not paid as of
December 31, 2006 and is now in default.

From August 9, 2005 to October 5, 2005, the Company borrowed a
total of $330,978 from Greenshoe Investment, Inc., an unrelated third party. The
loans are evidenced by unsecured promissory notes. The notes accrue interest at
8% per annum and mature on December 31, 2006. Accrued interest related to these
notes as of December 31, 2006 amounted to $35,154. The principal and accrued
interest was not paid on December 31, 2006 and on January 1, 2007, the Company
and Greenshoe agreed to extend the maturity date to December 31, 2007 and to
make the principal balance due convertible into common shares of the Companys
common stock (See Note 9  Subsequent Events)

During the three months ended March 31, 2006, the Company borrowed
  a total of $649,838 from Greenshoe Investment, Inc. The loans are evidenced
  by unsecured promissory notes. The notes accrue interest at 8% per annum and
  mature on December 31, 2006. Prior to maturity, the notes may be converted at
  the sole discretion of the Company into shares of the Companys common
  stock at a rate of $1.00 per share. Accrued interest related to these notes
  as of December 31, 2006 amounted to $46,848. The principal and accrued interest
  was not paid on December 31, 2006 and on January 1, 2007, the Company and Greenshoe
  agreed to extend the maturity date to December 31, 2007 and to make the principal
  balance due convertible into common shares of the Companys common stock
  (See Note 9  Subsequent Events)

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- 41 -

NOTE 6  STOCKHOLDERS DEFICIT

Common Stock

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

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

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

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

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

In the third quarter of 2006, the Company sold 1,145,000 units
through a private Reg S offering for $343,500. Each unit consisted of one share
of the Companys common stock and one warrant to purchase one share of the
Companys common stock at $.60 per share. The warrant expires three years from
date of issuance. The warrants and underlying common shares are anti-dilutive.

In the fourth quarter of 2006, the Company issued 100,000
shares of its common stock in connection with the purchase of its Illipah mining
claims. The shares were valued at $33,000 which represents the shares market
value on date of issuance. The $33,000 was capitalized and included in the costs
mining claims.

Options and Warrants

| | 1) | In March 2004, the Company issued 60,000 options to
      former employees of the Company. The fair value for these options was
      estimated to be $4,540 and has been recorded as an expense in the
      accompanying statement of operations. The fair value was estimated using a
      Black-Scholes option pricing model with the following weighted-average
      assumptions: risk-free interest rate of 5.5%; dividend yields of 0%;
      volatility factors of the expected market price of the Company's common
      stock of 50%; and a weighted average expected life of the option of 10
      years, respectively.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | As discussed above, In June 2006 former management
      exercised some of their options to purchase a total of 24,800 shares of
      the Companys common stock for $3,720.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 2) | In accordance with a consulting agreement with Access
      Capital Management Corp., the Company issued Access Capital, 25,000
      options in September 2005 to purchase shares of the Companys common stock
      for $0.75 per shares. These options were valued using the Black-Scholes
      option pricing model using the following assumptions: term of 1,853 days,
      a risk-free interest rate of 3.85%, a dividend yield of 0% and volatility
      of 63%. The value of these options of $12,075 was amortized over the
      three-month initial term of the agreement and was charged to operations in
      2005.

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- 42 -

| |    | In December 2005, the Company extended the
        term of the agreement and granted Access an additional 125,000 options
        to purchase shares of the Companys common stock at a price of $0.75
        per shares. These options were valued using the Black-Scholes option pricing
        model using the following assumptions: term of 1,762 days, a risk-free
        interest rate of 4.45%, a dividend yield of 0% and volatility of 71%.
        These options were valued at $52,150 and are being amortized over the
        nine month remaining term of the agreement. In 2005, $5,794 was charged
        to operations. During the three-months and nine-months ended September
        30, 2006, compensation expense charged to operation in connection with
        this option grant totaled $17,382 and $46,356, respectively.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | The 150,000 options granted in 2005 expire on September
        28, 2010 unless Access Capital no longer provides services for the Company
        whereby the options expire one year from the date of termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 3) | As discussed above, in connection with the issuance
        of the 625,000 shares of the Companys common stock, the Company
        granted 625,000 warrants to purchase shares of the Companys common
        stock at $.85 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 4) | In connection with the Companys July 2006 private
        offering, the Company issued 1,145,000 warrants to purchase shares of
        the Companys common stock at $.60 per share. The warrants expire
        three years from the date of issuance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | The warrant holders have the right to convert the warrants
        granted into shares of the Companys common stock for no further
        consideration based upon a formula indicated in the warrant agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 5) | Also in July 2006, the Company received $1,500,000 in
        exchange for the issuance of 5,000,000 warrants which can be converted
        into 5,000,000 shares of the Companys common stock at any time by
        the warrant holder for no further consideration through July 14, 2016
        on which date the Company will issue the 5,000,000 shares. The warrant
        holder was also granted an additional 5,000,000 warrants to purchase shares
        of the Companys common stock at a price of $.60 per share. These
        additional warrants expire three years from the date of issuance.                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | The warrant holders have the right to convert the additional
        warrants granted into shares of the Companys common stock for no
        further consideration based upon a formula indicated in the warrant agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

The following table summarizes the options and warrants
outstanding:

WeighedOptions/
    
    
    AverageWarrants
    
    
    ExerciseOutstanding
    
    
    PriceBalance - December 31, 2004
    
    60,000
    
    $
    .1500Granted
    
    775,000
    
    $
    .8306Exercised
    
    -Forfeited
    
    -Balance - December 31, 2005
    
    835,000
    
    $
    .7817Granted
    
    11,145,000
    
    $
    .4654Exercised
    
    (24,800
    )
    $
    (.1500
    )Forfeited
    
    -Balance  December 31, 2006
    
    11,955,200
    
    $
    .4886


All of the above options and warrants were exercisable at December
  31, 2006.

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- 43 -

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 December
31, 2006 are as follows:

Deferred tax assets:Net operating loss
    $
    996,000Less valuation allowance
    
    (996,000
    )$
    -


At December 31, 2006, the Company had federal net operating loss
  ("NOL") carryforwards of approximately $2,929,000. Federal NOLs could,
  if unused, begin to expire in 2024. The increase in deferred tax assets in 2006
  of $457,000 related to the Company’s 2006 net operating loss which was
  reduced to $0 due to the Company 2006 valuation allowance.

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

NOTE 8  RELATED PARTY TRANSACTIONS

During the years ended December 31, 2006 and 2005, the Company
had the following transactions with related parties:

As discussed in Note 4, the Company entered into agreements
with a company owned by Mr. Carl Pescio, a Director of the Company, to acquire
mining claims. During year December 31, 2006, the Company paid Mr. Pescio
$1,020,000 related to these agreements.

As further discussed in Note 4, the Company entered into an
agreement with Messrs. Abbott and Keith to acquire certain mining properties.
During the year ended December 31, 2006, the Company paid Mr. Abbott $8,294 and
Mr. Keith $12,971 related to this agreement.

During the year ended December 31, 2006 and 2005, the Company
incurred consulting fees for services rendered by Mr. Earl Abbott, the Company's
President, totaling $118,550 and $89,950, respectively. Of the $118,550 incurred
in 2006, $67,200 related to mining exploration and $51,350, related to general
administrative activities. Of the $89,950 incurred in 2005, $61,775 related to
mining exploration and $28,175 related to general administrative activities. In
addition, during the year ended December 31, 2005, the Company reimbursed Mr.
Abbott $25,609 for travel and other related expenses. In addition, during the
year ended December 31, 2006 the Company reimbursed Mr. Abbott $70,034 of which
$39,879 related to exploration and $30,155 for travel and other administrative
expenses.

During the year ended December 31, 2006, the Company incurred
consulting fees to Mr. George Drazenovic, its Chief Financial Officer, $50,000.
Mr. Drazenovic was not affiliated with the Company until 2006.

During the year ended December 31, 2005, the Company incurred
consulting fees for services rendered by Mr. Stanley Keith, a director of the
Company totaling $3,349 of which $1,389 related to mining exploration and the
remaining $1,960 related to was charged to general administrative activities.
The Company also reimbursed Mr. Keith in 2005 $579 for travel and other company
related expenses.

NOTE 9  SUBSEQUENT EVENTS

On January 1, 2007, the terms of the notes payable due to
Greenshoe which matured on December 31, 2006 were amended to extend the maturity
date to December 31, 2007. Under the amendments to the notes payable, the
Company has option during the extended period to compel the holder of the notes
to convert the then principal balance outstanding into shares of the Companys
common stock at a conversion price of $.40 per share.

On February 28, 2007, the Company filed a Certificate of Merger
with the State of Delaware changing its domicile from Nevada to Delaware through
the merger of its Nevada corporation into its newly formed Delaware corporation.
Under its new Delaware charter, the Company is authorized to issue 105,000,000
shares of which 100,000,000 has been designated common and 5,000,000 shares have
been designated preferred. On the dare of merger, all shares issued in the
Nevada corporation were converted into shares of the Delaware corporation on a
one to one basis.

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- 44 -

Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.

None.

Item 8A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of December 31, 2006, the end of the period covered by this
report, our Chief Executive Officer, Earl W. Abbott, and our Chief Financial
Officer, George Drazenovic, reviewed and evaluated the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rule 13a-15 and
Rule 15d-15(e)), which are designed to ensure that material information we must
disclose in our report filed or submitted under the Securities Exchange Act of
1934, as amended (the Exchange Act) is recorded, processed, summarized, and
reported on a timely basis. We have concluded, based on that evaluation, that,
as of such date, the disclosure controls and procedures were not effective to
ensure that information required to be disclosed in reports filed or submitted
under the Exchange Act is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure. Although
the evaluation did not detect any material weaknesses in our system of internal
accounting controls over financial reporting, management identified significant
deficiencies with respect to inadequate reconciliation of certain
financial statement accounts and a lack of sufficient review of those accounts
and related journal entries. We have reviewed our reconciliation and review
process and have instituted corrective action in the first quarter of 2007.

Notwithstanding managements assessment that our internal
control over financial reporting was ineffective as of December 31, 2006 and the
significant deficiencies described above, we believe that the
consolidated financial statements included in this Annual Report on Form 10-KSB
correctly present our financial condition, results of operations and cash flows
for the fiscal years covered thereby in all material respects.

Changes in Internal Controls over Financial Reporting

Beginning with our first fiscal year ending after December 15,
2007, Section 404 of the Sarbanes-Oxley Act of 2002 will require us to include
management's report on our internal control over financial reporting in our
Annual Report on Form 10-KSB. The internal control report must contain (1) a
statement of management's responsibility for establishing and maintaining
adequate internal control over our financial reporting, (2) a statement
identifying the framework used by management to conduct the required evaluation
of the effectiveness of our internal control over financial reporting, and (3)
management's assessment of the effectiveness of our internal control over
financial reporting as of the end of our most recent fiscal year, including a
statement as to whether or not our internal control over financial reporting is
effective. For the year ended December 31, 2008, a statement that our registered
independent public accounting firm has issued an attestation report on
management's assessment of our internal control over financial reporting will be
required.

In order to achieve compliance with Section 404 within the
prescribed period, management is planning to commence a Section 404 compliance
project to assess the adequacy of our internal control over financial reporting,
remediate any control deficiencies that may be identified, validate through
testing that controls are functioning as documented, and implement a continuous
reporting and improvement process for internal control over financial reporting.
At this time, management is assessing the proper parameters of a Section 404
compliance project in light of emerging guidance from the SEC on such
parameters.

During the fourth quarter of fiscal year 2006, there have been
no changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

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- 45 -

Limitations on the Effectiveness of Internal Controls

Our management, including our Chief Executive Officer and Chief
Financial Officer, does not expect that our disclosure controls and procedures
or our internal control over financial reporting will necessarily prevent all
fraud and material error. An internal control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of the
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within our company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the internal control. The design of
any system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
Over time, control may become inadequate because of changes in conditions,
and/or the degree of compliance with the policies or procedures may
deteriorate.

PART III

Item
9.           Directors,
Executive Officers, Promoters, Control Personsand Corporate Governance;
Compliance with Section 16(a) of the Exchange Act.

All directors of our company hold office until the next annual
meeting of the stockholders or until their successors have been elected and
qualified. The officers of our company are appointed by our board of directors
and hold office until their death, resignation or removal from office. Our
directors, executive officers and significant employees, their ages, positions
held, and duration as such, are as follows:

Name
      Position Held with Our Company
      Age
      Date First Elected or AppointedEarl W. Abbott
    Chairman of the Board, President,
      Chief Executive Officer, Secretary, Director
    64
    April 1, 2004George Drazenovic
    Chief Financial Officer and
      Director
    36
    Appointed as CFO as of March 28,
      2006; Elected as a director as of January 24, 2007Carl Pescio
    Director
    54
    April 1, 2004


Business Experience

Dr. Earl W. Abbott was appointed as our President, Chief
Executive Officer, Chief Financial Officer, Secretary, and Director in March
2004. He resigned as our Chief Financial Officer in March 2006 when Mr.
Drazenovic was appointed as Chief Financial Officer. Dr. Abbott is a senior
geologist and Qualified Person with 33 years of experience in mineral
exploration for large and small companies in the western United States, Alaska,
Mexico, China, Africa, and Costa Rica. From 2003 to December 1, 2006, Dr. Abbott
was the president of Big Bar Gold Corp., a company reporting on a Canadian
exchange, and he continues to serve as a director; from 2005 to December 1,
2006, Dr. Abbott served as president of AAA Minerals, which later became AAA
Energy, a company reporting on a U.S. exchange, and he continues to serve as a
director; and from 1999 to present, Dr. Abbott has served as the president of
King Midas Resources Ltd., a private Canadian company he founded, which has
acquired U.S. and Mexican gold properties. From 1982 to the present, Dr. Abbott
has been self-employed as a geological consultant, in which he manages metallic
and industrial mineral projects and exploration programs. From 1988 to 1997, Dr.
Abbott was the Vice President and Director the Trio Gold Corp., where he managed
gold exploration activities in the U.S., Ghana, and Costa Rica. From 1983 to
1984, he served as a regional geologist for U.S. Minerals Exploration Company,
where he conducted a successful gold exploration program in Nevada and Utah.
From 1978 to 1982, he was a district geologist for Energy Reserves Group, Inc.,
where he opened and managed the Reno

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- 46 -

District exploration office and managed more than twenty
projects, which included geologic mapping, geochemical surveys, and more than
70,000 feet of rotary drilling, along with conducting uranium exploration in
Nevada, Wyoming, South Dakota, and Montana. From 1975 to 1978, Dr. Abbott was a
senior geologist with Urangesellschaft USA, Inc., where he conceived, managed,
and conducted uranium exploration programs in remote terrains in Alaska; and
from 1971 to 1975, Dr. Abbott was a project geologist for Continental Oil
Company, where he completed the oil and gas training program and supervised
uranium exploration rotary drilling programs in Wyoming.

Dr. Abbott is a member of the American Institute of
Professional Geologists and a past president of its Nevada section. He is also a
Certified Professional Geologist and a member of the Geological Society of
Nevada (and its past president). In addition, Dr. Abbott is a member of the
Society of Mining Engineers of American Institute of Mining, Metallurgical and
Petroleum; the Denver Region Exploration Geologists Society (and its past
president); and the Nevada Petroleum Society (and its past president). Dr.
Abbott earned his Ph.D. in Geology in 1972 and his Master of Arts in Geology in
1971 from Rice University, Houston, Texas. Dr. Abbott earned his Bachelor of
Arts degree in Geology in 1965 from San Jose State College, San Jose,
California. Except as otherwise stated, Dr. Abbott is not an officer or director
of any other reporting company.

Mr. George Drazenovic was appointed as our Chief
Financial Officer on March 28, 2006. From April 2005 until the present, Mr.
Drazenovic has been the Chief Financial Officer of EPOD International, Inc., a
U.S. reporting company; and from 2001 to 2005, he was a Corporate Finance
Manager with BC Hydro. Mr. Drazenovic earned his Bachelor of Arts in Economics
from the University of British Columbia in 1991, a Diploma in Financial
Management from the British Columbia Institute of Technology in 1993, and a
Masters of Business Administration in Finance from the University of Notre Dame
in 2001. He also obtained licensing as a Certified General Accountant in 1997
and is a CFA Charter holder (Chartered Financial Analyst) since 2001. Mr.
Drazenovic is a member of the Certified General Accountants of British Columbia
and the Vancouver Society of Financial Analysts. Mr. Drazenovic is a citizen of,
and resides in, Canada. Except as otherwise stated, Mr. Drazenovic is not an
officer or director of any other reporting company.

Mr. Carl A. Pescio has been a director of ours since
March 2004. Mr. Pescio is a geologist offering more than 30 years of experience
in the mining resource sector. In 1974, Mr. Pescio graduated from the University
of Nevada with a Bachelor of Science in Geology. After graduating, Mr. Pescio
joined Kennecott Copper Corp. as a geologist. Since 1975, Mr. Pescio has worked
for numerous other natural resource companies in various positions, including:
Geologist, Chief Geologist, Geological Engineer, Mine Manager, and Vice
President of Exploration. Mr. Pescios tenure with Alta Gold between 1987 and
1991 as Vice-President of Mining and Exploration led to his interest and focus
on exploration for precious metal deposits in the Nevada gold trends. Since
1991, he has focused his efforts on acquiring properties with potential for
deposits large enough to interest the major mining companies in the area.
Currently (and for more than the past five years), Mr. Pescio is the President
of Pescio Exploration, which owns approximately 55 properties, covering more
than 20,000 hectares in Nevada. More than half of Pescio Explorations
properties are under lease and being explored by others. Mr. Pescio is also
Vice-President of Exploration of, and a Director for, Mill City International
Corp. Except as otherwise stated, Mr. Pescio is not an officer or director of
any other reporting company.

Family Relationships

There are no family relationships among our directors or
officers.

Involvement in Certain Legal Proceedings

Other than disclosed herein, our directors, executive officers
and control persons have not been involved in any of the following events during
the past five years:

1.**** any bankruptcy
petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two
years prior to that time;

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- 47 -

2.**** any conviction
in a criminal proceeding or being subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses);

3.**** being subject to
any order, judgment, or decree, not subsequently reversed, suspended or vacated,
of any court of competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; or

4. ****being found by a
court of competent jurisdiction (in a civil action), the Commission or the
Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed,
suspended, or vacated.

Board and Committee Meetings

Our board of directors held no formal meetings during the year
ended December 31, 2006. All proceedings of the board of directors were
conducted by resolutions consented to in writing by the sole director and filed
with the minutes of the proceedings of the director. Such resolutions consented
to in writing by the director entitled to vote on that resolution at a meeting
of the directors are, according to the Nevada General Corporation Law and the
bylaws of our company, as valid and effective as if they had been passed at a
meeting of the directors duly called and held.

We do not have standing audit, nominating or compensation
committees, or committees performing similar functions. Our board of directors
believe that it is not necessary to have standing audit, nominating or
compensation committees at this time because the functions of such committees
are adequately performed by our board of directors. The directors who perform
the functions of auditing, nominating and compensation committees are not
independent because they are also officers of our company. The determination of
independence of directors has been made using the definition of independent
director contained under Rule 4200(a)(15) of the Rules of National Association
of Securities Dealers. There has not been any defined policy or procedure
requirements for stockholders to submit recommendations or nomination for
directors. Our board of directors does not believe that a defined policy with
regard to the consideration of candidates recommended by stockholders is
necessary at this time because we believe that, given the early stages of our
development, a specific nominating policy would be premature and of little
assistance until our business operations are at a more advanced level. There are
no specific, minimum qualifications that our board of directors believes must be
met by a candidate recommended by our board of directors. The process of
identifying and evaluating nominees for director typically begins with our board
of directors soliciting professional firms with whom we have an existing
business relationship, such as law firms, accounting firms or financial advisory
firms, for suitable candidates to serve as directors. It is followed by our
board of directors review of the candidates resumes and interview of
candidates. Based on the information gathered, our board of directors then makes
a decision on whether to recommend the candidates as nominees for director. We
do not pay any fee to any third party or parties to identify or evaluate or
assist in identifying or evaluating potential nominee.

Audit Committee Financial Expert

Our board of directors has determined that it does not have a
member of its audit committee that qualifies as an "audit committee financial
expert" as defined in Item 401(e) of Regulation S-B, and is "independent" as the
term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange
Act of 1934, as amended.

We believe that the members of our board of directors are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. In
addition, we believe that retaining an independent director who would qualify as
an "audit committee financial expert" would be overly costly and burdensome and
is not warranted in our circumstances given the early stages of our development
and the fact that we have not generated any material revenues to date.

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- 48 -

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during fiscal year ended December 31, 2006, all filing requirements
applicable to its officers, directors and greater than 10% percent beneficial
owners were complied with.

Code of Ethics

We have not adopted a code of ethics that applies to our
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. We are in the
process of preparing and adopting a code of ethics.

Conflicts of Interest

We believe that Messrs. Pescio and Keith will be subject to
conflicts of interest. The conflicts of interest arise from their relationships
in other mining companies, the property ownership interests of those other
mining companies and the amount of time they may spend with the operations of
those other entities.

Item 10. Executive Compensation.

The particulars of compensation paid to the following persons:

(a) our principal executive officer;

(b) each of our two most highly
compensated executive officers who were serving as executive officers at the end
of the year ended December 31, 2006; and

(c) up to two additional individuals
for whom disclosure would have been provided under (b) but for the fact that the
individual was not serving as an executive officer at the end of the most
recently completed financial year,

who we will collectively refer to as the named executive
officers, of our two most recently completed fiscal years ended December 31,
2006, are set out in the following summary compensation table:

SUMMARY COMPENSATION
        TABLEName and Principal Position
      Year
      Salary ($)
      Bonus ($)
      Stock Awards
        ($)
      Option Awards
        ($)
      Non-Equity Incentive
        Plan Compensa- tion ($)
      Nonqualified Deferred
        Compensation Earnings ($)
      All Other Compensa- tion ($)
      Total ($)Earl W. Abbott 
        CEO, President, Secretary, 
        Treasurer
      2006 
        2005
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      $118,550
        $89,950
      $110,550
        $89,950Carl Pescio 
        Director
      2006 
        2005
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      N/A 
        N/A
      N/A 
        N/AStanley Keith(1)
        Director
      2006 
        2005
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      N/A 
        N/A
      N/A 
        N/A


(1) Stanley Keith ceased to
be a director of our company as at January 24, 2007.

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- 49 -

Dr. Abbott received a total of $118,550 for consulting services
during the year ended December 31, 2006, of which $67,200 related to mining
exploration and the remaining $51,350 related to general administrative
services. In addition, during 2006, Dr. Abbott was reimbursed $70,034, of which
$39,879 related to exploration and $30,155 for travel and other administrative
expenses. Dr. Abbott received a total of $89,950 for consulting services during
the year ended December 31, 2005, of which $61,775 related to mining exploration
and the remaining $21,875 related to general administrative services. In
addition, during 2005, Dr. Abbott was reimbursed $25,609 for travel and other
company-related expenses.

Mr. Drazenovic was appointed Chief Financial Officer in March
2006 and is being paid a consulting fee of $2,500 per month plus $5,000 per
quarter. The terms of his consulting agreement are still being finalized.

There are no arrangements or plans in which we provide pension,
  retirement or similar benefits for our current directors or current executive
  officers. We have no material bonus or profit sharing plans pursuant to which
  cash or non-cash compensation is or may be paid to our current directors or
  current executive officers, except that stock options may be granted at the
  discretion of the board of directors or a committee thereof.

There were no grants of stock options or stock appreciation rights
  to our executive officers and directors made during the fiscal years ended December
  31, 2006 and December 31, 2005.

Director Compensation

Our directors may be paid for their expenses incurred in
attending each meeting of the directors. In addition to expenses, our directors
may be paid a sum for attending each meeting of the directors or may receive a
stated salary as director. No payment precludes any director from serving our
company in any other capacity and being compensated for such service. Members of
special or standing committees may be allowed similar reimbursement and
compensation for attending committee meetings. During the year ended December
31, 2006, we did not grant any stock options to any of our directors.

Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

The following table sets forth, as of April 16, 2007, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive officers. Each person
has sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.

Title of Class
      Name and Address of Beneficial Owner
      Amount and Nature of Beneficial
      Ownership
      Percentage of
      Class(1)(2)Common
    Earl W. Abbott 8600
      Technology Way, Suite 118, Reno, Nevada, 89521
    3,600,000
    11.96%Common
    Stanley Keith 8600 Technology
      Way, Suite 118, Reno, Nevada, 89521
    1,800,000
    5.98%Common
    Carl Pescio 8600 Technology
      Way, Suite 118, Reno, Nevada, 89521
    1,500,000
    5,98%Common
    All Officers and
      Directors as a group
    6,900,000
    22,91%


|(1) | Regulation S-B promulgated under the Exchange Act,
      defines a beneficial owner of a security as any person who, directly or
      indirectly, through any contract, arrangement, understanding,
      relationship, or otherwise, has or shares: (i) voting power, which
      includes the power to vote, or to direct the voting of shares; and (ii)
      investment power, which includes the power to dispose or direct the
      disposition of shares. Certain shares may be deemed to be beneficially
      owned by more than one person (if, for example, persons share the power to
      vote or the power to dispose of the shares). In addition, shares are
      deemed to be
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 50 -

|    | beneficially owned by a person if the person has the
      right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the persons actual
      ownership or voting power with respect to the number of shares of common
      stock actually outstanding on April 16, 2007.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(2) | Calculated based upon our 30,111,526 issued and
      outstanding shares as of April 16, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change in control of our
company.

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

Other than as listed below, during our last fiscal year, we
have not been a party to any transaction, proposed transaction, or series of
transactions in which the amount involved exceeds the lesser of $120,000 or one
percent of our average total assets for the last three fiscal years, and in
which, to our knowledge, any of our directors, officers, five percent beneficial
stockholder, or any member of the immediate family of the foregoing persons has
had or will have a direct or indirect material interest.

We entered into agreements with a company owned by Mr. Carl A.
Pescio, one of our directors, to acquire mining claims. Preliminary forms of
these agreements were entered into on May 31, 2004, and were finalized on April
5, 2005.

During the year ended December 31, 2004, we incurred consulting
fees for services rendered by Dr. Earl W. Abbott, our President, totaling
$36,268, of which $17,482 related to mining exploration and the remaining
$18,786 related to general administrative activities.

Also during the year-ended December 31, 2004, we incurred
consulting fees for services rendered by a company wholly owned by Mr. Keith
totaling $5,007, of which $3,361 related to mining exploration and the remaining
$1,646 related to general administrative activities.

On April 15, 2005, our officers and directors agreed to redeem
27,172,800 of their shares for $7,906, or approximately $.0003 per share. This
includes 13,586,400 shares from Dr. Abbott and 6,793,200 shares each from
Messrs. Pescio and Keith. Dr. Abbotts shares were redeemed for $3,954, and
Messrs. Pescio and Keith each received $1,976 for their shares. These amounts
are the equivalent to the pre-split prices they paid for their shares when they
joined us in March 2004.

During the year ended December 31, 2005, we had the following
transactions with related parties:

Pursuant to the 2004 agreements to acquire mining claims with a
company owned by Mr. Pescio, we paid Mr. Pescio $140,000 related to these
agreements. In addition, we incurred $5,744 to Mr. Pescio in consulting services
related to mining exploration;

We entered into an agreement with Dr. Abbott and Mr. Keith to
explore the feasibility and possible lease and acquisition of certain mining
claims owned jointly by Dr. Abbott and Mr. Keith;

We incurred consulting fees for services rendered by Dr. Abbott
totaling $89,950, of which $61,775 related to mining exploration and the
remaining $28,175 related to general administrative activities. Also, we
reimbursed Dr. Abbott $25,609 for travel and other company-related expenses; and

We incurred consulting fees for services rendered by Mr. Keith
totaling $3,349, of which $1,389 related to mining exploration and the remaining
$1,960 related to general administrative activities. Also, we reimbursed Mr.
Keith $579 for travel and other company related expenses.

---

- 51 -

We made advance lease payments of $550,000 to Mr. Pescio on our
mining claims;

We paid Mr. Pescio $1,020,000 relating to certain agreements to
acquire mining claims entered into between a company owned by Mr. Pescio and us;

We paid Dr. Abbott and Mr. Keith $8,294 and $12,971,
respectively, in relation to certain agreements to acquire mining properties
entered into between such persons and us; and

We incurred consulting fees for services rendered by Dr. Abbott
totaling $162,817, of which $107,714 related to mining exploration and $55,103
related to general administrative activities, and we reimbursed Dr. Abbott
$9,209 for travel and other related expenses.

During the year ended December 31, 2005, we had the following
transactions with related parties:

During year December 31, 2006, we paid Mr. Pescio $1,020,000
related to certain agreements with a company owned by Mr. Carl Pescio to acquire
mining claims.

During the year ended December 31, 2006, we paid Mr. Abbott
$8,294 and Mr. Keith $12,971 related to an agreement between our company and
Messrs. Abbott and Keith to acquire certain mining properties.

During the year ended December 31, 2006, we incurred consulting
  fees for services rendered by Mr. Earl Abbott totaling $188,584. Of the $118,550
  incurred in 2006, $67,200 related to mining exploration and $57,350, related
  to general administrative activities.

During the year ended December 31, 2006, the Company incurred
consulting fees to Mr. George Drazenovic, its Chief Financial Officer, $50,000.
Mr. Drazenovic was not affiliated with the Company until 2006.

Item
13.           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)).                          

---

- 52 -

|10.2  |  | Promissory note between
        the Company and Gattinara Holdings, Inc. (Incorporated by reference to
        Exhibit10 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).                                                                                      

---

- 53 -

|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 and Principal Financial Officer pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002.

Item
14.           Principal
Accountants Fees and Services

Audit Fees

For the fiscal years ended December 31, 2006 and 2005, the aggregate
  fees billed by Jonathon P. Reuben CPA for professional services rendered for
  the audit of our annual consolidated financial statements included in our annual
  report on Form 10-KSB were $15,000 and $12,400, respectively.

Audit Related Fees

For the fiscal years ended December 31, 2006 and 2005, the aggregate
  fees billed for assurance and related services by Jonathon P. Reuben CPA relating
  to the performance of the audit of our financial statements which are not reported
  under the caption "Audit Fees" above, was $21,000
  and $7,200, respectively.

Tax Fees

For the fiscal years ended December 31, 2006 and 2005, the aggregate
  fees billed by Jonathon P. Reuben CPA for other non-audit professional services,
  other than those services listed above, totalled $nil and $nil, respectively.

We do not use Jonathon P. Reuben CPA for financial information
  system design and implementation. These services, which include designing or
  implementing a system that aggregates source data underlying the financial statements
  or generates information that is significant to our financial statements, are
  provided internally or by other service providers. We do not engage Jonathon
  P. Reuben CPA to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission
  adopted rules that require that before Jonathon P. Reuben CPA is engaged by
  us to render any auditing or permitted non-audit related service, the engagement
  be:

- approved by our audit committee (which consists of our entire board of
  directors); or
- entered into pursuant to pre-approval policies and procedures established
  by the board of directors, provided the policies and procedures are detailed
  as to the particular service, the board of directors is informed of each
  service, and such policies and procedures do not include delegation of the
  board of directors' responsibilities to management.

The board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

The board of directors has considered the nature and amount of
  fees billed by Jonathon P. Reuben CPA and believes that the provision of services
  for activities unrelated to the audit is compatible with maintaining Jonathon
  P. Reuben CPA's independence.

---

- 54 -

SIGNATURES

In accordance with Section 13 or 15(d) 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: April 16, 2007

By:*/s/ George Drazenovic*
  George Drazenovic 
  Chief Financial Officer 
  (Principal Financial Officer and Principal Accounting Officer) 
  Date: April 16, 2007

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

By: */s/ Earl W. Abbott*
  Earl W. Abbott 
  CEO, President, Secretary, Treasurer 
  (Principal Executive Officer) 
  Date: April 16, 2007

By: */s/ George Drazenovic*
  George Drazenovic 
  Chief Financial Officer 
  (Principal Financial Officer and Principal Accounting Officer) 
  Date: April 16, 2007

---