SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-KSB/A
Mark One

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

                  FOR THE FISCAL YEAR ENDED: December 31, 2000
                                       OR
[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                      FOR THE TRANSITION PERIOD FROM TO N/A

                       COMMISSION FILE NUMBER:  000-31661

                                 TUNDRA RESOURCES, INC.
                          ----------------------------
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

            NEVADA                                88-0421134
            ------                                ----------
       STATE OF INCORPORATION       (I.R.S. EMPLOYER IDENTIFICATION NUMBER)


                       8275 South Eastern Avenue
                        Las Vegas, Nevada  89123
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING (ZIP CODE)

                              (702) 938-0460
               Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:  NONE

Indicate by check mark whether the Registration (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to files such reports), and (2) has been subject to
such filing requirements for the past 90 days. (1) X YES as to filing;  (2) X
Yes as to requirement.

As of December 31, 2000, and extended to the filing date of this Report, the
aggregate value of the voting stock held by non-affiliates  of the
Registrant, computed by  reference  to the average of the bid and ask price
on such date was $0.00 as the Registrant has no current trading market.

As of December 31, 2000, and currently, the Registrant has outstanding
approximately 1,229,830 shares of common stock ($.001 par value).

An index of the documents incorporated herein by reference and/or annexed as
exhibits to the signed originals of this report appears on page 14.

<PAGE>


                       TABLE OF CONTENTS TO ANNUAL REPORT
                                 ON FORM 10-KSB
                          YEAR ENDED DECEMBER 31, 2000

                                     PART I

Item 1.  Description of Business........................3
Item 2.  Description of Property........................5
Item 3.  Legal Proceedings..............................5
Item 4.  Submission of matters to a Vote of
         Security Holders...............................6


                                     PART II

Item 5.  Market for Registrant's Common Equity &
         Related Stockholders' Matters..................6
Item 6.  Management's Discussion & Analysis of
         Financial Condition & Results of Operations....6
Item 7.  Financial Statements...........................9
Item 8.  Changes in and Disagreements with
         Accountants on Accounting & Financial
         Disclosure....................................10

                                    PART III

Item 9.  Directors & Executive Officers, Promoters
         & Control Persons, Compliance with
         Section 16 (a) of the Exchange Act............10
Item 10. Executive Compensation........................11
Item 11. Security Ownership of Certain Beneficial
         Owners & Management   ........................11
Item 12. Certain Relationships & Related
         Transactions..................................12
Item 13. Exhibits & Reports on Form 8-K................14
















<PAGE>




                                     PART I.

ITEM 1.  DESCRIPTION OF BUSINESS

A.       GENERAL

     Tundra Resources, Inc. is a Nevada corporation formed on December 31,
1998.  Its principal place of business is located at, 8275 South Eastern
Avenue, Las Vegas, NV 89123.

                               Business of Issuer

The Company does not own any property interests.  The Company is a pre-
exploration stage startup company formed under the laws of the state of
Nevada on December 31, 1998, to engage in the exploration, development,
production and sale of oil and gas and secondarily in the development of
mineral properties.  To date the Company's main focus has been organizing the
procurement of mineral leasehold interests in Arizona for assignment in the
Spring of 2001, specifically, the following official records of Mojave County
claim numbers: 95052751; 95052752; 95052753; and 95052754 which are owned by
Howard Satler of Kingman, Arizona.  There is no problems anticipated in the
acquisition of these specific claims.  First Nevada Group has approved
financing and the acquisition will be completed in the first quarter of 2001.
The Company has no legal relationships with First Nevada Group. Financing has
been agreed to as follows: $300,000 to be paid on April 15, 2001.  The mining
claims will be acquired immediately upon the receipt of funds.  From the
financing $250,000 is being allocated to the claims and $50,000 to working
capital.  The acquisition is not dependent upon receiving funds from First
Nevada.  We will have to find an alternative financier or negotiate for
shares.  The Company will develop the Arizona properties first before to
proceed to look at Nevada property.  The Company will be busy for at least
three years in Arizona before we can direct our attention elsewhere.

     In the next twelve months, the Company will conduct assays on subject
mining claims and depending upon the reports, will consider additional
financing if the reports warrant further development.  There is no guarantee
the property has any mineral content or that the Company would be successful
in seeking further financing even if there is mineral content present.
Leases commonly have 10-year federal leases and five-year term fee and state
leases.  Leasehold net revenue interests across the board are approximately
80%, with the exception of a few tracts where the net revenue interest may be
in the 75% to 80% range pending title exam.

    To further its mineral exploration the Company is also considering
entering into a separate Joint Venture Agreement with First Nevada Group,
terms to be negotiated after the initial $300,000 has been placed as
discussed above.  Pursuant to the proposed agreement the Company and First
Nevada Group have designated selected portions of some counties in Nevada as
areas of mutual interest in which First Nevada Group will act as the agent of
Tundra with regards to the acquisition of leasehold interests.  If we are
unable to form a joint venture with First Nevada we will attempt to Joint
Venture with an alternative financier, or financiers who have not yet been
identified by the Company.  There is no guarantee that the Company will be
attractive enough should First Nevada back out of the financing at the last
minute.  Should all Joint Venture financing fail the company will have no
alternative but to go it alone.  Since its inception, the Company's other
main activity has been organizational.  The Company has sold equity shares to
raise capital, recruited and organized management, and has commenced
corporate and developmental strategic planning.  However as at the date of
this offering the Company has conducted very limited operations.

     While the Company has raised capital to meet its working capital and
financing needs, additional financing is required in order to complete the
business plan. The Company is seeking financing, as discussed above in order
to provide working capital. The Company will need a further $600,000 over the
next three years to do the minimum of development in Arizona.  There is no
absolute guarantee that the Company will be successful in raising the funds
required.

EMPLOYEES

     As of the date of this financial statement, the Company has no
employees.  The Company's president, John Ardoin, works full-time for the
Company.


ITEM 2. DESCRIPTION OF PROPERTIES

    The Company has no significant assets, property, or operating capital.


ITEM 3. LEGAL PROCEEDINGS

     The Company is not a party to, nor are its properties the subject of,
any pending legal proceedings and no such proceedings are known to the
Company to be threatened or contemplated by or against it.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted to a vote of the security holders during the 4th
quarter of the fiscal year covered by this report.  A notice of the completed
reorganization, as described above, was mailed to all shareholders of record.


                                     PART II

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

                               Market Information

     To the knowledge of current management, there is no public trading
market for the Company's common stock.


                                     Holders

     At December 31, 2000, there were approximately 80 holders of record of
the Company's common stock.  As of December 31, 2000, there were
approximately 1,229,830 shares outstanding.


                                    Dividends

     The Company has not declared any cash dividends within the past two
years on its common stock. The Company does not anticipate or contemplate
paying dividends in the foreseeable future.  It is the present intention of
management to utilize available funds, if any, for the development of the
Company's business.


ITEM 6. MANAGEMENT'S  DISCUSSION & ANALYSIS OF FINANCIAL  CONDITION & RESULTS
        OF OPERATIONS

     As will be noted from the financial statements, the Company does not
have any present revenues, income, or material tangible assets other than
69,669 in cash, which is now under deposit until required.  No detailed
analysis of operations can be completed until or unless the Company is
successful in the development of its natural resources business.  For the
interim management has decided to hold its funds on deposits until needed.

                                Plan of Operation

     The capital resources of the Company are limited.  At present the
Company is not producing revenues and upon maximum funding is not expected to
produce revenues, if any, until after August 2001.  The main source of funds
at the present is the sale of the Company's equity securities.  Other
possible sources of funding include loans by financial institutions with any
Company's leasehold interests that may be acquired as collateral.

     First Nevada Group has undertaken to provide adequate cash flow for the
Company for a 36-month period pending completion of the Joint Venture
Agreement, which will be completed upon acquisition of subject property in
the first quarter of 2001.  If this is consummated First Nevada will provide
a minimum of $600,000 and a maximum of $6,000,000 payable in equal
installments of between $200,000 and $2,000,000 on the following dates April
15, 2001, April 15, 2003 and April 15, 2004.  The exact financing is
dependent upon results of ongoing tests the results of which are expected
before April 15, 2001.

     However, there is no assurance that the Company will receive any funding
since the Agreement at this stage is not a binding obligation.  This will
effect the business plan accordingly, and a new back-up source of funding
would be required to ensure the continuation of the Company.  There is no
alternative back-up source of funding arranged to date.  If funding were not
available at all the Company would have to cease operations until new
financing could be arranged.  There is no guarantee that new financing could
be arranged in which case the Company would be forced to cease operations.

     Management has discussed their net loss and accumulated deficit and the
Company has received no revenue from operations during the two-year period
preceding the filing of its Form 10.

     The amount of accumulated deficit and net losses discussed are as
follows:






Date              Accumulated Deficit                 Net Losses
--------          -------------------                 ----------

12/31/00		$51,525					$46,311

12/31/99		$ 5,214					$ 4,814

     Management analyzed the amount of the accumulated deficit as follows:

     The amount of the major components of the accumulated deficit are made
up of Consulting fees $34,000 (66%), legal and accounting $10,000 (19%)
Secretarial and Administrative $6,250 (12%).  Management considered that
since the accumulated deficit is due to computer, legal and accounting
professional fees and to a lesser extent general secretarial expenses that
these expenses are justified because they should enable the Company to
present itself in the best possible fashion to attract financing which will
enhance the development of the Company

Since the Company is still in the pre-exploration stage its income and
expenses were in fact nominal.


                           Forward-Looking Statements

     This financial statement on Form 10-KSB contains forward-looking
statements. Such statements consist of any statement other than a recitation
of historical facts and can be identified by words such as "may," "expect,"
"anticipate," "estimate," "hopes," "believes," "continue," "intends,"
"seeks," "contemplates," "suggests," "envisions" or the negative thereof or
other variations thereon or comparable terminology.  These forward-looking
statements are based largely on the Company's expectations and are subject to
a number of risks and uncertainties, including but not limited to: those
risks associated with economic conditions generally and the economy in those
areas where the Company has or expects to have assets and operations,
including, but not restricted to Nevada and eventually other jurisdictions;
competitive and other factors affecting the Company's operations, markets,
products and services; those risks associated with the ability to obtain
leasehold property contracts and the funding of the Company and other costs
associated with the Company's marketing strategies; those risks associated
with the Company's ability to successfully negotiate with certain business
owners; those risks relating to estimated contract costs, estimated losses on
uncompleted contracts and estimates regarding the percentage of completion of
contracts, risks relating to the ability of Company to raise the funds
necessary to operate and develop business, and risks relating to changes in
interest rates and in the availability, cost and terms of financing; risks
related to the performance of financial markets; risks related to changes in
domestic and foreign laws, regulations and taxes; risks related to changes in
business strategy or development plans; risks related to any possible future
lawsuits against the Company and the associated costs, and risks associated
with future profitability.  Many of these factors are beyond the Company's
control.  Actual results could differ materially from these forward-looking
statements.  In light of these risks and uncertainties, there can be no
assurance that the forward-looking information contained in this financial
statement on Form 10-KSB will, in fact, occur.  The Company's actual results
may differ materially as a result of certain factors, including those set
forth in this Form 10-KSB.  Potential investors should consider carefully the
previously stated factors, as well as the more detailed information contained
elsewhere in this Form 10-KSB, before making a decision to invest in the
common stock of the Company.

     The following is a discussion of the financial condition and results of
operations of the Company as of the date of this financial statement.  This
discussion and analysis should be read in conjunction with the accompanying
audited Financial Statements of the Company including the Notes thereto,
which are included elsewhere in this Form 10-KSB and the notice regarding
forward-looking statements.


                              Year 2000 Compliance

     At present, the Company only has access to a desktop PC to maintain its
rudimentary accounting and check ledger entries. The Company has had this
computer reviewed and has determined that it and its software programs are
compatible with the change-over in the year 2000 and should not cause a
problem.

     The year 2000 (hereafter Y2K) computer compliance problem is primarily
based upon the fact that many computers and computer software programs may
not be compatible with the year change from 1999 to the year 2000. As a
result, many computer programs may fail or lose data as the millennium
approaches. The Company has focused its concern on this Y2K problem in three
general areas. First, computer programs and related software owned or used by
the Company.  Secondly, collateral equipment such as potential communication
systems and other equipment that relies upon computer based components.
Thirdly, Y2K problems which may occur within the industry in which the
Company may become involved.

     As noted above, the Company has only access and use of a small desktop
PC which is Y2K compatible and therefore, does not believe any further review
or remedial work required to be Y2K compliant as to its in-house computer
systems.  The Company is adopting a policy that any computer system purchased
will have to be warranted as Y2K compliant to be acquired by the Company.

     Since the Company has no equipment which is reliant upon computer based
systems, it also has determined that it does not have any problem in the
second category, but has adopted a policy that any collateral equipment, such
as communication systems, that will have computer components will have to
have a warranty or certification that they are Y2K compliant to be purchased
or leased by the Company in the event of reorganization.

     The Company believes that the foregoing constitutes all reasonable
efforts which may be taken and have been taken for Y2K compliance.  If
necessary the Company will appoint an officer having responsibility for Y2K
compliance as part of the Company's due diligence efforts.  To date, the
Company has not expended any measurable resources on Y2K compliance.


ITEM 7. FINANCIAL STATEMENTS

         See attached financial statements.


ITEM 8. CHANGES IN &  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING &
        FINANCIAL DISCLOSURE

         The Company is not aware, and has not been advised by its auditors,
of any disagreement on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS,  PROMOTERS & CONTROL PERSONS,
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The Directors and Officers of the Company are as follows:

          Name                Age         Positions and Offices Held
          ----                ---         --------------------------

     James R. Ardoin           67         President, Secretary, Treasurer
                                          and Director


     Set forth below are the names of all Directors and Executive Officers of
the Company, all positions and offices with the Company held by each such
person, the period during which he has served as such, and the business
experience of such persons during at least the last five years:

January 1995 through June 1999 Mr. Ardoin was formally employed by Can-Cal
Resources, Ltd. as a free-lance consultant in mineral extraction.

     Conducting research development and explorations on approximately 2,560
acres of Arizona property near Wickieup, Arizona.

     Conducting laboratory testing including teaching techniques and
processes for the extractions of precious metals for Can-Cal Resources, Inc.
and other smaller natural resource companies.

     Establishing an extracting methodology for the Tundra Ore material.

     July 1999 to present

     Extensive exploration and research in the Philippines involving a
precious metal property.


                    Involvement in Certain Legal Proceedings

         None of the director/officers have been involved in any material
legal proceedings which occurred within the last five years of any type as
described in Regulation S-K.

                Compliance With Section 16(a) of the Exchange Act

         The Company does not have a class of equity securities registered
pursuant to Section 12 of the Exchange Act.  As a result, no reports are
required to be filed pursuant to Section 16(a).


ITEM 10. EXECUTIVE COMPENSATION

     During the last fiscal year, the Company's officer and director did not
receive any salary, wage or other compensation.  During the current fiscal
year the Company has no present plans or means to pay compensation to its
officers and directors.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT

     The following table sets forth each person known to TUNDRA RESOURCES,
INC., as of December 31, 2000, to be a beneficial owner of five percent (5%)
or more of TUNDRA RESOURCES, INC.'s common stock, by TUNDRA RESOURCES, INC.'s
directors individually, and by all of the TUNDRA RESOURCES, INC.'s directors
and executive officers as a group.  Each person has sole voting and
investment power with respect to the shares
shown.


                 SECURITY OWNERSHIP OF BENEFICIAL OWNERS

Title of Class    Name of         Shares                   Percentage
                  Owner           Beneficially             Ownership
                                  Owned

Common            None            None                          0%


                  SECURITY OWNERSHIP OF MANAGEMENT

Title of Class   Name of           Amount and Nature       Percent of
                 Beneficial Owner    of Beneficial Owner     Class

Common           James R. Ardoin      0                         0%


ITEM 12. CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS

     None.


ITEM 13. EXHIBITS AND REPORTS ON FROM 8-K

     (a)  EXHIBITS.


EXHIBIT
NUMBER      DESCRIPTION                    LOCATION

3.1         Articles of Incorporation      Incorporated by reference to
                                           Exhibit 3.1 to the Registrant's
                                           Form 10-SB Registration
                                           Statement filed on October 2, 2000





3.2         Bylaws                         Incorporated by reference to
                                           Exhibit 3.2 to the Registrant's
                                           Form 10-SB Registration
                                           Statement filed on October 2, 2000

     (b)  REPORTS ON FORM 8-K.  No reports on Form 8-K were filed during the
year ending December 31, 2000.














































<PAGE>































                        TUNDRA RESOURCES, INC.

                   (A PRE-EXPLORATION STAGE COMPANY)

                        FINANCIAL STATEMENTS

                DECEMBER 31, 2000 AND DECEMBER 31, 1999
















<PAGE>







                        TABLE OF CONTENTS


                                                         Page

        INDEPENDENT ACCOUNTANT'S REPORT ............       1

        FINANCIAL STATEMENT

              Balance Sheets........................       2

              Statements of Operations and Deficit
              Accumulated During the Pre-exploration
              Stage.................................       3


              Statement of Changes in Stockholders'
              Equity................................       4


              Statements of Cash Flows..............       5


              Notes to the Financial Statements.....       6-7






















<PAGE>







David E. Coffey
Certified Public Accountant
3651 Lindell Road, Suite I
Las Vegas, Nevada  89103
(702) 871-3979


                       INDEPENDENT ACCOUNTANT'S REPORT


To the Board of Directors and Stockholders
of TUNDRA RESOURCES, INC.
Las Vegas, Nevada


     I have audited the accompanying balance sheets of Tundra Resources,
Inc., (a pre-exploration stage company) as of December 31, 2000 and 1999, and
the related statements of operations, cash flows, and changes in
stockholders' equity for the years ended December 31, 2000 and 1999, and the
cumulative period from December 31, 1998 (date of inception) through December
31, 2000.  These statements are the responsibility of Tundra Resources,
Inc.'s management. My responsibility is to express an opinion on these
financial statements based on my audit.

     I conducted my audit in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audit 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 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.  I believe that my audit provides a
reasonable basis for my opinion.

     In my opinion, the accompanying financial statements present fairly, in
all material respects, the financial position of TUNDRA RESOURCES, INC. as of
December 31, 2000 and December 31, 1999 and the results of operations, cash
flows, and changes in stockholders' equity for the years ended December 31,
2000 and 1999, and the cumulative period from December 31, 1998 (date of
inception) through December 31, 2000, in conformity with generally accepted
accounting principles.



David Coffey, C.P.A.
Las Vegas, Nevada
January 2, 2001







<PAGE>  1





                             TUNDRA RESOURCES, INC.
                       (A PRE-EXPLORATION STAGE COMPANY)
                                BALANCE SHEETS



                               Dec. 31, 2000       Dec. 31, 1999
                               -------------       -------------

ASSETS

    Cash                        $    69,669            $  30,136
    Prepaid expenses                    450                    0
    Deposits                            150                    0
                                -----------            ---------
        Total Assets            $    70,269            $  30,136
                                ===========            ==========

LIABILITIES & STOCKHOLDERS' EQUITY

    Accounts payable            $     6,150            $  12,900
                                -----------            ---------
          Total Liabilities           6,150               12,900

Stockholders' Equity
  Common stock, authorized
  50,000,000 shares at $.001
  par value, issued and
  outstanding 1,229,830 shares
  and 500,000 shares,
  respectively                        1,230                 500
  Additional paid-in capital        114,414              21,950
  Deficit accumulated during
  the pre-exploration stage         (51,525)             (5,214)
                                ------------          ----------
    Total Stockholders' Equity       64,119              17,236

    Total Liabilities and
    Stockholders' Equity        $    70,269              30,136
                                ===========           ==========






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



<PAGE>  2




                        TUNDRA RESOURCES, INC.
                    (A PRE-EXPLORATION STAGE COMPANY)
                STATEMENTS OF OPERATIONS AND DEFICIT
            ACCUMULATED DURING THE PRE-EXPLORATION STAGE
              (With Cumulative Figures From Inception)



                                                            From Inception,
                         Year ended      Year Ended         Dec. 31, 1998, to
                         Dec. 31, 2000   Dec. 31, 1999      Dec. 31, 2000
                         ----------------------------------------------------

Income                    $       564     $         0        $       564
  Expenses
  Organizational expense            0               0                400
  Consulting                   34,000               0             34,000
  Professional fees             9,000           1,000             10,000
  Adminis. & secretarial        2,500           3,750              6,250
  Licenses and fees               477               0                477
  Rent                            818               0                818
  Office expenses                  80              64                144
                          -----------     -----------        -----------
Total expenses                 46,875           4,814             52,089

Net loss                      (46,311)         (4,814)           (51,525)
                          $==========     $==========        $==========

Earnings (loss) per share
    assuming dilution:
  Net loss                 $    (0.05)    $      (0.01)      $     (0.07)
                           ===========     ============       ===========
  Weighted average shares
  outstanding               1,026,179          400,000           692,566
                           ===========     ============       ===========








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



<PAGE>  3






                        TUNDRA RESOURCES, INC.
                     (A PRE-EXPLORATION STAGE COMPANY)
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                FOR THE PERIOD FROM DECEMBER 31, 1998
                (Date of Inception) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>
                               Common Stock      Additional  Deficit          Total
                            Shares      Amount   Paid-In     accumulated
                                                 Capital     during the
                                                             Pre-exploration
                                                             Stage
                            ------------------   ----------  ------------    ---------
</CAPTION>
<S>                         <C>        <C>        <C>         <C>            <C>
Issuance of common stock
for cash Dec., 1998         200,000    $    200  $       0   $       0       $     200

Less net loss                     0           0          0        (400)           (400)
                            -------     -------   --------    ---------       ---------
Balance, Dec. 31, 1998      200,000         200          0        (400)           (200)

Issuance of common stock
for cash May, 1999          300,000         300     29,700           0           30,000

Less offering costs               0           0     (7,750)          0           (7,750)

Less net loss                     0           0          0      (4,814)          (4,814)
                            -------    --------   --------   ---------       ----------
Balance, Dec. 31, 1999      500,000    $   500   $  21,950   $  (5,214)       $  17,236
                           ========    ========   ========    =========       ==========
Issuance of common stock
For cash, Jan., 2000        250,000        250      24,750           0           25,000
Issuance of common stock
For Cash, Feb., 2000          4,000          4         396           0              400
Issuance of common stock
For Cash, June, 2000        196,000        196      19,404           0           19,600
Issuance of common stock
For Cash, June, 2000        250,000        250      24,750           0           25,000
Issuance of common stock
For Cash, August, 2000       28,830         29      28,801           0           28,830
Issuance of common stock
For Cash, September, 2000     1,000          1         999           0            1,000

Less offering costs               0          0      (6,636)          0           (6,636)

Less net loss                     0          0           0     (46,311)         (46,311)
                         ----------   --------   ---------   ----------      -----------
Balance, Dec. 31, 2000    1,229,830   $  1,230   $ 114,414   $ (51,525)      $   64,119
                         ==========   ========   =========   ==========      ===========
</TABLE>
              The accompanying notes are an integral part of
                         these financial statements

<PAGE>  4


                           TUNDRA RESOURCES, INC.
                       (A PRE-EXPLORATION STAGE COMPANY)
                          STATEMENTS OF CASH FLOWS
                 (With Cumulative Figures From Inception)


                                                            From Inception,
                        Year ended        Year Ended        Dec. 31, 1998, to
                        Dec. 31, 2000     Dec. 31, 1999     Dec. 31, 2000
                        -----------------------------------------------------

CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES
Net Loss                 $  (46,311)        $    (4,814)      $    (51,525)
Non-cash items included
  in net loss                     0                   0                 0
Adjustments to reconcile
  net loss to cash used
  by operating activity
Prepaid expenses increase      (450)                  0               (450)
Deposits                       (150)                  0               (150)
Accounts payable
  increase (decrease)        (6,750)             12,500              6,150
                          ----------        ------------      -------------
   NET CASH PROVIDED BY
   OPERATING ACTIVITIES     (53,661)              7,686            (45,975)

CASH FLOWS USED BY
INVESTING ACTIVITIES              0                   0                  0
                          ----------        ------------      -------------
    NET CASH USED BY
    INVESTING ACTIVITIES          0                   0                  0

CASH FLOWS FROM FINANCING
ACTIVITIES
  Sale of common stock           730                300              1,230
  Paid-in capital             99,100             29,700            128,800
  Less offering costs         (6,636)            (7,750)           (14,386)
                            --------          ----------        -----------
    NET CASH PROVIDED BY
    FINANCING ACTIVITIES      93,194             22,250            115,644
                            --------          ----------        -----------
    NET INCREASE IN CASH      39,533             29,936         $   69,669
                                                                ===========
CASH AT BEGINNING OF PERIOD   30,136                200
                            --------          ----------
CASH AT END OF PERIOD      $  69,669          $  30,136
                            ========          ==========


                The accompanying notes are an integral part of
                         these financial statements


<PAGE>  5

                         TUNDRA RESOURCES, INC.
                     (A PRE-EXPLORATION STAGE COMPANY)
                   NOTES TO THE FINANCIAL STATEMENTS
               DECEMBER 31, 2000 AND DECEMBER 31, 1999

NOTE A      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The Company was incorporated on December 31, 1998, under the laws of the
State of Nevada.  The business purpose of the Company is to acquire and
develop oil and gas leases and, secondarily, to acquire and develop mineral
properties.

     The Company will adopt accounting policies and procedures based upon the
nature of future transactions.

NOTE B      OFFERING COSTS

     Offering costs are reported as a reduction in the amount of paid-in
capital received for sale of the shares.

NOTE C      EARNINGS (LOSS) PER SHARE

     Basic EPS is determined using net income divided by the weighted average
shares outstanding during the period.  Diluted EPS is computed by dividing
net income by the weighted average shares outstanding, assuming all dilutive
potential common shares were issued.  Since the Company has no common shares
that are potentially issuable, such as stock options, convertible securities
or warrants, basic and diluted EPS are the same.

NOTE D      ISSUANCE OF COMMON STOCK

     The Company sold shares of its common stock for $.10 per share as
follows:

       May, 1999            300,000 for $30,000
       January, 2000        250,000 for $25,000
       February, 2000         4,000 for $   400
       June, 2000           196,000 for $19,000
       June, 2000           250,000 for $25,000

On August 10, 2000, the Company approved an offering of 900,000 shares of its
common stock at $1.00 per share pursuant to exemption from registration
requirements of the Securities Act provided by Section 4(2) thereof, and Rule
506 of Regulation D.  From that offering the Company sold of its common stock
as follows:

        August, 2000          28,830 for $28,830
        September, 2000        1,000 for $ 1,000

     The net proceeds will be used to acquire and develop oil and gas leases
and, secondarily, to acquire and develop mineral properties.

     All of the above issuance of securities were issued in reliance on
Section 4(2) of the Securities Act.

<PAGE>  6


                         TUNDRA RESOURCES, INC.
                     (A PRE-EXPLORATION STAGE COMPANY)
                   NOTES TO THE FINANCIAL STATEMENTS
                 DECEMBER 31, 2000, AND DECEMBER 31, 1999
                                (Continued)






NOTES E       RENTAL AGREEMENT

     In July of 2000 the Company entered into an agreement to rent office
space for $150.00 per month on a month-to-month basis.
































<PAGE>  7









SIGNATURES

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

                                 TUNDRA RESOURCES, INC.


Dated:  March 30, 2001            By: /s/ James R. Ardoin
                                          James R. Ardoin


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

      SIGNATURE                     TITLE                    DATE


/s/ James R. Ardoin           President, Treasurer,        March 30, 2001
    James R. Ardoin           Secretary and Director