**SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549**

### FORM 10-KSB

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, 2004**

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES 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) |

1350 East Flamingo RoadSuite 688Las Vegas, Nevada  89119(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING (ZIP CODE)

(702) 289-6665Registrant'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 theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required tofiles such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) X YES as to filing;  (2) XYes as to requirement.

As of December 31, 2004, and extended to the filing date of this Report, the aggregate value of the voting stock held bynon-affiliates of the Registrant, computed by reference to the average of the bid and ask price on such date was $0.00 as theRegistrant has no current trading market.

As of December 31, 2004, and currently, the Registrant has outstanding approximately 1,665,830 shares of common stock ($.001 parvalue).

 

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**TABLE OF CONTENTS TO ANNUAL REPORT**

**ON FORM 10-KSB**

**YEAR ENDED DECEMBER 31, 2004**
|              |                                                                                                                 | **Page** |
|--------------|-----------------------------------------------------------------------------------------------------------------|----------|
| **Part I**   |                                                                                                                 |
| Item 1.      | Description of Business                                                                                         | 3        |
| Item 2.      | Description of Property                                                                                         | 3        |
| Item 3.      | Legal Proceedings                                                                                               | 3        |
| Item 4.      | Submission of Matters to a Vote of Security Holders                                                             | 3        |
| **Part II**  |                                                                                                                 |
| Item 5.      | Market for Common Equity and Related Stockholder Matters                                                        | 4        |
| Item 6.      | Management's Discussion and Analysis or Plan of Operation                                                       | 4        |
| Item 7.      | Financial Statements                                                                                            | 6        |
| Item 8.      | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                            | 7        |
| Item 8A.     | Controls and Procedures                                                                                         | 7        |
| **Part III** |                                                                                                                 |
| Item 9.      | Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act | 8        |
| Item 10.     | Executive Compensation                                                                                          | 8        |
| Item 11.     | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters             | 8        |
| Item 12.     | Certain Relationships and Related Transactions                                                                  | 9        |
| Item 13.     | Exhibits and Reports on Form 8-K                                                                                | 9        |
| Item 14.     | Principal Account Fees and Services                                                                             | 9        |

 

2

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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,1350 East Flamingo Road, Suite 688, Las Vegas, NV 89119.

BUSINESS OF ISSUER

TUNDRA RESOURCES, INC. was organized to engage in any lawful corporate business, including but not limited to, exploration,development, production and sale of oil and gas and secondarily in the development of mineral properties.  The primaryactivity of TUNDRA RESOURCES, INC. currently involves the procurement of mineral leasehold interest in Arizona.  The Companyhas no current business operations.

EMPLOYEES

The Company has no full time employees.  The Company's President has agreed to allocate a portion of his time to theactivities of the Registrant, without compensation.  The President anticipates that the business plan of the Company can beimplemented by his devoting approximately 10 hours per month to the business affairs of the Company and, consequently, conflicts ofinterest may arise with respect to the limited time commitment by such officer.

ITEM 2.  DESCRIPTION OF PROPERTY

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 areknown 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 fiscal year covered by this report.

3

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PART II

**ITEM5.            MARKET FOR REGISTRANT'SCOMMON EQUITY & RELATED STOCKHOLDERMATTERS**

Market Information

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

Holders

At December 31, 2004, there were approximately 88 holders of record of the Company's common stock.  As of December 31,2004, there were approximately 1,665,830 shares outstanding.

Dividends

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

**ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**

Management discussed that there were no sales, operations or income in 2003 or 2004.  The Company is in the process ofreorganizing at the present moment and there are no plans to operate until the reorganization is completed.  Management saidit is expected that the reorganization will be completed this year.

The following discussion with regard to our financial condition and operating results should be read in conjunction with ourfinancial statements and attached footnotes that are included elsewhere in this Report. Except for the historical informationcontained in this Report, the discussion contained in this Report contains certain forward-looking statements within the meaning ofthe Private Securities Litigation Reform Act of 1995. These statements are based on our current plans and expectations and involverisks and uncertainties that could cause actual future activities and results of operations to be materially different from thoseset forth in the forward-looking statements. These statements may be identified by the use of forward-looking terminology such as"believes", "expects", "may", "will", "should" or "anticipates" or the negative of these words or similar expressions or bydiscussions of strategy. Our actual results could differ materially from those discussed in this Report. Important factors thatcould cause actual results to differ include, among other things, our inability to consummate an acquisition of an operatingbusiness on terms favorable to us or, in the event we do consummate the transaction contemplated, our inability to successfullymanage and operate the combined business.

PLAN OF OPERATION

We intend to devote substantially all of our time identifying a merger or acquisition candidate and consummating a merger oracquisition transaction thereafter. In the event we identify an acceptable merger or acquisition candidate, we intend to effect thetransaction utilizing any combination of our common stock, cash on hand, or marketable securities, or other funding sourcesavailable to us. Until we identify a suitable merger or acquisition candidate, we intend to offer consulting services to businessesengaged in or otherwise servicing the environmental industry.

FINANCIAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 2004

As of the date of this Report, we have no operations and are seeking a merger, combination or consolidation with a suitablecandidate. As of the date of this Report, we have not identified any such candidate. We do not expect to generate operating revenueor income until such time as we effect a business combination with an operating company. However, in the event we do consummate amerger or an acquisition of an operating company, there can be no assurance that the combined entity will operate profitably.

4

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## USE OF ESTIMATES

The preparation of condensed financial statements in conformity with accounting principles generally accepted in the UnitedStates of America requires management to make estimates and assumptions that affect the amounts reported in the condensed financialstatements and accompanying notes. Actual results could differ from those estimates.

## CASH AND CASH EQUIVALENTS

Cash and cash equivalents consists principally of currency on hand, demand deposits at commercial banks, and liquid investmentfunds having a maturity of three months or less at the time of purchase.

**GOING CONCERN**

The accompanying financial statements have been prepared in accordance with accounting principles generallyaccepted in the United States of America, which contemplates continuation of the Company as a going concern.  The Company hashad recurring operating deficits in the past few years and has large accumulated deficits and is in the development stage and hasno recurring revenues. These items raise substantial doubt about the Company’s ability to continue as a going concern.

5

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ITEM 7.  FINANCIAL STATEMENTS

The following are the audited financial statements.

 

 

**TUNDRA RESOURCES, INC.**

**  (A PRE-EXPLORATION STAGE COMPANY)**

**FINANCIAL STATEMENTS**

**DECEMBER 31, 2004 AND 2003**

 

 

 

 

****

6

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**TUNDRA RESOURCES, INC.  (A PRE-EXPLORATION STAGE COMPANY)INDEX TO FINANCIAL STATEMENTS**

 

|                                                                                                                       | **Page(s)** |
|-----------------------------------------------------------------------------------------------------------------------|-------------|
| Report of Independent Registered Public Accounting Firm                                                               | 1           |
| Balance Sheets as of December 31, 2004 and 2003                                                                       | 2           |
| Statements of Operations for the Years Ended December 31, 2004 and 2003 with Cumulative Totals Since Inception        | 3           |
| Statement of Changes in Stockholders’ Deficit for the Period December 31, 1998 (Inception) to December 31, 2004 | 4           |
| Statements of Cash Flows for the Years Ended December 31, 2004 and 2003 with Cumulative Totals Since Inception        | 5           |
| Notes to Financial Statements                                                                                         | 6-11        |

 

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**BAGELL, JOSEPHS & COMPANY, L.L.C.**Certified Public AccountantsHigh Ridge CommonsSuites 400-403200 Haddonfield Berlin RoadGibbsboro, New Jersey 08026(856) 346-2828  Fax (856) 346-2882

### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of DirectorsTundra Resources, Inc.Las Vegas, Nevada

We have audited the accompanying balance sheet of Tundra Resources, Inc. as of December 31, 2004 and 2003 and the relatedstatements of operations, changes in stockholders’ (deficit), and cash flows for the years then ended with cumulative totalssince inception, December 31, 1998.  These financial statements are the responsibility of the Company’smanagement.  Our responsibility is to express an opinion on these financial statements based on our audits.

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

The accompanying financial statements for the years ended December 31, 2004 and 2003 have been prepared assuming that theCompany will continue as a going concern.   As discussed in Note 5 to the financial statements, the Company has sustainedoperating losses and capital deficits that raise substantial doubt about its ability to continue as a going concern. Management’s operating and financing plans in regard to these matters are also discussed in Note 5.  The financialstatements do not include any adjustments that might result from the outcome of these uncertainties.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position ofTundra Resources, Inc. as of December 31, 2004 and 2003 and the results of its operations, changes in stockholders’ (deficit)and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States ofAmerica.

**BAGELL, JOSEPHS & COMPANY, L.L.C.**BAGELL, JOSEPHS & COMPANY, L.L.C.Certified Public AccountantsGibbsboro, New JerseyMarch 18, 2005

                                               MEMBER OF:       AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS                                                                               NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS                                                                               PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS

1

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****TUNDRA RESOURCES, INC.(A PRE-EXPLORATION STAGE COMPANY)BALANCE SHEETDECEMBER 31, 2004 AND 2003

 

| **ASSETS**                                                             |  |                                                          |                                                                                |                                              |                                                                                                               |
|------------------------------------------------------------------------|--|----------------------------------------------------------|--------------------------------------------------------------------------------|----------------------------------------------|---------------------------------------------------------------------------------------------------------------|
|                                                                        |  |                                                          |                                                                                |                                              |                                                                                                               |
|                                                                        |  |                                                          |    2004                                          |                                              |    2003                                                                         |
| Current Assets                                                         |  |                                                          |                                                                                |                                              |                                                                                                               |
|   Cash and cash equivalents                                       |  |                                                          |   $        21,671                      |                                              |   $                -          |
|   Loans to stockholders                                           |  |                                                          |            16,784            |                                              |          15,659                                                       |
|   Loans receivable                                                |  |                                                          |              5,292 |                                              |                   - |
|                                                                        |  |                                                          |                                                                                |                                              |                                                                                                               |
|     Total Current Assets                                |  |                                                          |            43,747            |                                              |          15,659                                                       |
|                                                                        |  |                                                          |                                                                                |                                              |                                                                                                               |
|    Notes receivable                                          |  |                                                          |          309,831                       |                                              |        325,227                                                                  |
|                                                                        |  |                                                          |                                                                                |                                              |                                                                                                               |
| **TOTAL ASSETS**                                                       |  |                                                          |   $      353,578 ==========                      |                                              |   $    340,886 =========                                                                  |
|                                                                        |  |                                                          |                                                                      |                                              |                                                                                                     |
| **LIABILITIES AND STOCKHOLDERS' EQUITY**                               |  |                                                          |                                                                                |                                              |                                                                                                               |
|                                                                        |  |                                                          |                                                                                |                                              |                                                                                                               |
| **LIABILITIES**                                                        |  |                                                          |                                                                                |                                              |                                                                                                               |
| Current Liabilities                                                    |  |                                                          |                                                                                |                                              |                                                                                                               |
|   Accounts payable and accrued expenses                           |  |                                                          |   $        32,400                      |                                              |   $      12,975                                                                 |
|                                                                        |  |                                                          |                                                                                |                                              |                                                                                                               |
|       Total Current Liabilities               |  |                                                          |            32,400            |                                              |          12,975                                                       |
|                                                                        |  |                                                          |                                                                                |                                              |                                                                                                               |
| **      Total Liabilities**                   |  |                                                          |            32,400            |                                              |          12,975                                                       |
|                                                                        |  |                                                          |                                                                                |                                              |                                                                                                               |
| **STOCKHOLDERS' EQUITY**                                               |  |                                                          |                                                                                |                                              |                                                                                                               |
|   Common stock, par value $.001, 50,000,000 shares authorized and |  |                                                          |                                                                                |
|     1,665,830 shares issued and outstanding             |  |                                                          |              1,666 |                                              |            1,666                                            |
|   Additional paid-in capital                                      |  |                                                          |          549,978                       |                                              |        549,978                                                                  |
|   Deficit accumulated during the development stage                |  |                                                          |      (230,466)                                             |                                              |    (223,733)                                                                                        |
|                                                                        |  |                                                          |                                                                                |                                              |                                                                                                               |
| **      Total Stockholders' Equity**          |  |                                                          |        321,178                                   |                                              |        327,911                                                                  |
|                                                                        |  |                                                          |                                                                                |                                              |                                                                                                               |
| **TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)**                      |  |   $      353,578 ========= |                                                                                |   $    340,886 ========= |

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

2

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**TUNDRA RESOURCES, INC.( A PRE-EXPLORATION STAGE COMPANY )STATEMENTS OF OPERATIONSFOR YEARS ENDED DECEMBER 31, 2004 AND 2003(WITH CUMULATIVE TOTALS SINCE INCEPTION)**
|                                                    |                                                                                    | **2004**                                                                                                                         |                                                                                                                       | **2003**                                                                                                                          | **Cumulative Totals December 31, 1998 toDecember 31, 2004**                    |
|----------------------------------------------------|------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------|
|                                                    |                                                                                    |                                                                                                                                  |                                                                                                                       |                                                                                                                                   |                                                                                |
| **INCOME**                                         |   $             - |                                                                                                                                  |  $                   - |  $                     - |
|                                                    |                                                                                    |                                                                                                                                  |                                                                                                                       |                                                                                                                                   |                                                                                |
| **OPERATING EXPENSES**                             |                                                                                    |                                                                                                                                  |                                                                                                                       |                                                                                                                                   |
|                                                    |      Organizational expenses                                   |                      -  |                                                                                                                       |                      -   | 400                                                                            |
|                                                    |      Consulting                                                |                       - |                                                                                                                       |                      -   | 217,000                                                                        |
|                                                    |      Research and development                                  |                      -  |                                                                                                                       |                      -   | 2,000                                                                          |
|                                                    |      Office expenses                                           |                 92                                    |                                                                                                                       |                  590                              | 1,536                                                                          |
|                                                    |      Service fees                                              |                      -  |                                                                                                                       |                   75                    | 1,025                                                                          |
|                                                    |      Rent                                                      |                      -  |                                                                                                                       |                      -   | 3,776                                                                          |
|                                                    |      Administrative and secretarial                            |                      -  |                                                                                                                       |                      -   | 11,250                                                                         |
|                                                    |      Licenses and fees                                         |                      -  |                                                                                                                       |                       -  | 1,229                                                                          |
|                                                    |      Professional fees                                         |             19,500                                                        |                                                                                                                       |               6,000                                              | 49,695                                                                         |
|                                                    | **       Total Operating Expenses**                  |             19,592                                                        |                                                                                                                       |               6,665                                              |            287,911           |
|                                                    |                                                                                    |                                                                                                                                  |                                                                                                                       |                                                                                                                                   |                                                                                |
| **OTHER INCOME**                                   |                                                                                    |                                                                                                                                  |                                                                                                                       |                                                                                                                                   |
|                                                    |                                                                                    |                                                                                                                                  |                                                                                                                       |                                                                                                                                   |                                                                                |
|                                                    | Interest, net                                                                      |              12,859                                                       |                                                                                                                       |             18,096                                                         |            57,445       |
|                                                    |                                                                                    |                                                                                                                                  |                                                                                                                       |                                                                                                                                   |                                                                                |
|                                                    | **      Total other income**                              |             12,859                                                        |                                                                                                                       |             18,096                                                         |             57,445 |
|                                                    |                                                                                    |                                                                                                                                  |                                                                                                                       |                                                                                                                                   |                                                                                |
| **NET INCOME (LOSS) APPLICABLE TO COMMON SHARES**  |   $      (6,733) =========                           |                                                                                                                                  |   $         11,431 ==========                                            |   $        (230,466) ===========                                                          |
|                                                    |                                                                                    |                                                                                                                                  |                                                                                                                       |                                                                                                                                   |                                                                                |
| **NET INCOME (LOSS) PER BASIC AND DILUTED SHARES** |   $    (0.0040) =========                                      |                                                                                                                                  |   $         0.0069 ==========                                            |                                                                                                                                   |
|                                                    |                                                                                    |                                                                                                                                  |                                                                                                                       |                                                                                                                                   |                                                                                |
| **WEIGHTED AVERAGE NUMBER OF COMMON**              |                                                                                    |                                                                                                                                  |                                                                                                                       |                                                                                                                                   |
| **    SHARES OUTSTANDING**          | 1,665,830 ========                                                                 |                                                                                                                                  | 1,665,830 =========                                                                                                   |                                                                                                                                   |

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

3

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**TUNDRA RESOURCES, INC.(A PRE-EXPLORATION STAGE COMPANY)STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITYFROM DECEMBER 31, 1998 (INCEPTION) TO DECEMBER 31, 2004**
|                                                      |  |           |                                                                                             | **Common Stock**                                                                                        |                                                                                             | **Additional Paid-inCapital**                                                               |                                                                                                         | **Deficit accumulated during thepre-exploration stage**                                                       |                                                                                                       | **Stockholders’Equity**                                                                         |
|------------------------------------------------------|--|-----------|---------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|
|                                                      |  |           |                                                                                             | **Shares**                                                                                              |                                                                                             | **Amount**                                                                                  |                                                                                                         |                                                                                                               |                                                                                                       |
| December  31, 1998 (Inception)                  |  | -         |                                                                                             | -                                                                                                       |                                                                                             | -                                                                                           |                                                                                                         | -                                                                                                             |                                                                                                       | -                                                                                                     |
| Issuance of common stock for cash, December 31, 1998 |  | 200,000   | $                                                                                           | 200                                                                                                     | $                                                                                           | -                                                                                           | $                                                                                                       | -                                                                                                             | $                                                                                                     | 200                                                                                                   |
| Less net loss                                        |  |           |                                                                                             |                  - |                                                                                             |              -             |                                                                                                         |               -                         |                                                                                                       |                 (400) |  |            (400) |
| Balance, December 31, 1998                           |  |           |       200,000                                                 |                                                                                                         |          200                                   |                                                                                             |               -                   |                                                                                                               |                 (400) |                                                                                                       |            (200) |
| Issuance of common stock for cash, May 18, 1999      |  | 300,000   |                                                                                             | 300                                                                                                     |                                                                                             | 29,700                                                                                      |                                                                                                         | -                                                                                                             |                                                                                                       | 30,000                                                                                                |
| Less offering costs                                  |  |           |                                                                                             | -                                                                                                       |                                                                                             | -                                                                                           |                                                                                                         | (7,750)                                                                                                       |                                                                                                       | -                                                                                                     |  | (7,750) |
| Less net loss                                        |  |           |                                                                                             |                  - |                                                                                             |              -             |                                                                                                         |                -                   |                                                                                                       |             (4,814)                       |  |        (4,814) |
| Balance, December 31, 1999                           |  |           |      500,000                                                       |                                                                                                         |          500                                   |                                                                                             |       21,950                                                              |                                                                                                               |             (5,214)                       |                                                                                                       |         17,236 |
| Issuance of common stock for cash, January 27, 2000  |  | 250,000   |                                                                                             | 250                                                                                                     |                                                                                             | 24,750                                                                                      |                                                                                                         | -                                                                                                             |                                                                                                       | 25,000                                                                                                |
| Issuance of common stock for cash, February 14, 2000 |  | 4,000     |                                                                                             | 4                                                                                                       |                                                                                             | 396                                                                                         |                                                                                                         | -                                                                                                             |                                                                                                       | 400                                                                                                   |
| Issuance of common stock for cash, June 30, 2000     |  | 196,000   |                                                                                             | 196                                                                                                     |                                                                                             | 19,404                                                                                      |                                                                                                         | -                                                                                                             |                                                                                                       | 19,600                                                                                                |
| Issuance of common stock for cash, July 28, 2000     |  | 250,000   |                                                                                             | 250                                                                                                     |                                                                                             | 24,750                                                                                      |                                                                                                         | -                                                                                                             |                                                                                                       | 25,000                                                                                                |
| Issuance of common stock for cash, August 24, 2000   |  | 28,830    |                                                                                             | 29                                                                                                      |                                                                                             | 28,801                                                                                      |                                                                                                         | -                                                                                                             |                                                                                                       | 28,830                                                                                                |
| Issuance of common stock for cash, Sept. 22, 2000    |  | 1,000     |                                                                                             | 1                                                                                                       |                                                                                             | 999                                                                                         |                                                                                                         | -                                                                                                             |                                                                                                       | 1,000                                                                                                 |
| Less offering costs                                  |  |           |                                                                                             | -                                                                                                       |                                                                                             | -                                                                                           |                                                                                                         | (6,636)                                                                                                       |                                                                                                       | -                                                                                                     |  | (6,636) |
| Less net loss                                        |  |           |                                                                                             |                -             |                                                                                             |              0             |                                                                                                         |               0                         |                                                                                                       |           (46,311)                                  |  |      (46,311) |
| Balance, December 31, 2000                           |  |           | 1,229,830                                                                                   |                                                                                                         |       1,230                                                   |                                                                                             |    114,414                                                                               |                                                                                                               |           (51,525)                                  |                                                                                                       |         64,119 |
| Issuance of common stock for cash, March 2, 2001     |  | 14,000    |                                                                                             | 14                                                                                                      |                                                                                             | 13,986                                                                                      |                                                                                                         | 0                                                                                                             |                                                                                                       | 14,000                                                                                                |
| Issuance of common stock for cash, April 19, 2001    |  | 25,000    |                                                                                             | 25                                                                                                      |                                                                                             | 24,975                                                                                      |                                                                                                         | 0                                                                                                             |                                                                                                       | 25,000                                                                                                |
| Issuance of common stock for cash, Sept. 13, 2001    |  | 25,000    |                                                                                             | 25                                                                                                      |                                                                                             | 24,975                                                                                      |                                                                                                         | 0                                                                                                             |                                                                                                       | 25,000                                                                                                |
| Issuance of common stock for cash, Sept. 28, 2001    |  | 300,000   |                                                                                             | 300                                                                                                     |                                                                                             | 299,700                                                                                     |                                                                                                         | 0                                                                                                             |                                                                                                       | 300,000                                                                                               |
| Issuance of common stock for cash, Oct. 4, 2001      |  | 22,000    |                                                                                             | 22                                                                                                      |                                                                                             | 21,978                                                                                      |                                                                                                         | 0                                                                                                             |                                                                                                       | 22,000                                                                                                |
| Less net loss                                        |  |           |                                                                                             |               -                   |                                                                                             |              -             |                                                                                                         |                  -       |                                                                                                       |        (100,753)                                                   |  |      (100,753) |
| Balance, December 31, 2001                           |  | 1,615,830 |                                                                                             | 1,616                                                                                                   |                                                                                             | 500,028                                                                                     |                                                                                                         | (152,278)                                                                                                     |                                                                                                       | 349,366                                                                                               |
| Issuance of common stock for cash, January 23, 2002  |  | 50,000    |                                                                                             | 50                                                                                                      |                                                                                             | 49,950                                                                                      |                                                                                                         | -                                                                                                             |                                                                                                       | 50,000                                                                                                |
| Less net loss                                        |  |           |                - |                                                                                                         |                - |                                                                                             |                  - |                                                                                                               |      (82,886)                                                                |                                                                                                       |       (82,886) |
| Balance, December 31, 2002                           |  |           | 1,665,830                                                                                   |                                                                                                         |         1,666                                       |                                                                                             |       549,978                                                             |                                                                                                               |      (235,164)                                                               |                                                                                                       |      316,480 |
| Add net income                                       |  |           |                                                                                             |               -                   |                                                                                             |                - |                                                                                                         |                   - |                                                                                                       |          11,431                                          |  |          11,431 |
| Balance, December 31, 2003                           |  |           | 1,665,830                                                                                   |                                                                                                         | 1,666                                                                                       |                                                                                             | 549,978                                                                                                 |                                                                                                               | (223,733)                                                                                             |                                                                                                       | 327,911 |
| Less net loss                                        |  |           |               -       |                                                                                                         |               -       |                                                                                             |                 -       |                                                                                                               |           (6,733)                                   |                                                                                                       |            (6,733) |
| Balance, December 31, 2004                           |  |           | 1,665,830 =======                                                                           | $                                                                                                       | 1,666 =======                                                                               | $                                                                                           | 549,978 ========                                                                                        | $                                                                                                             | (230,466) ==========                                                                                  | $                                                                                                     | 321,178 ========== |

 

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

4

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**TUNDRA RESOURCES, INC.(A PRE-EXPLORATION STAGE COMPANY)STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003(WITH CUMULATIVE TOTALS FROM INCEPTION)**

|                                                                                              |                                      |                                                                      |                                                                                |                                                                                  |                                                               | **Cumulative Totals**                                                                  |
|----------------------------------------------------------------------------------------------|--------------------------------------|----------------------------------------------------------------------|--------------------------------------------------------------------------------|----------------------------------------------------------------------------------|---------------------------------------------------------------|----------------------------------------------------------------------------------------|
|                                                                                              |                                      |                                                                      |                                                                                |                                                                                  |                                                               | **December 31, 1998 to**                                                               |
|                                                                                              |                                      | **2004**                                                             |                                                                                | **2003**                                                                         |                                                               | **to December 31, 2004**                                                               |
|                                                                                              |                                      |                                                                      |                                                                                |                                                                                  |                                                               |                                                                                        |
| **CASH FLOWS FROM OPERATING ACTIVITIES**                                                     |                                      |                                                                      |                                                                                |                                                                                  |                                                               |                                                                                        |
|    Net income (loss)                                                               |                                      |   $    (6,733)                                   |                                                                                |   $   11,431                                                      |                                                               |   $       (230,466)                                 |
|    Adjustments to reconcile net loss to net cash provided by                       |                                      |                                                                      |                                                                                |                                                                                  |
|      (used in) operating activities                                      |                                      |                                                                      |                                                                                |                                                                                  |                                                               |                                                                                        |
|                                                                                              |                                      |                                                                      |                                                                                |                                                                                  |                                                               |                                                                                        |
| **  Changes in assets and liabilities**                                                 |                                      |                                                                      |                                                                                |                                                                                  |                                                               |                                                                                        |
|       Increase in accounts payable and                                   |                                      |                                                                      |                                                                                |                                                                                  |                                                               |                                                                                        |
|        accrued expenses                                        |                                      |      19,425                                      |                                                                                |       6,075                                             |                                                               |            32,400                    |
|      Total adjustments                                                   |                                      |     19,425                                            |                                                                                |      6,075                                                   |                                                               |            32,400                    |
|                                                                                              |                                      |                                                                      |                                                                                |                                                                                  |                                                               |                                                                                        |
| **     Net cash provided by (used in) operating activities**             |    12,692                  |                                                                      |    17,506                                                            |                                                                                  |       (198,066)                      |
|                                                                                              |                                      |                                                                      |                                                                                |                                                                                  |                                                               |                                                                                        |
| **CASH FLOWS FROM FINANCING ACTIVITIES**                                                     |                                      |                                                                      |                                                                                |                                                                                  |                                                               |
|     Loan to stockholders                                                      |                                      |    (1,125)                                                 |                                                                                |    (3,295)                                                             |                                                               |         (16,784)                                    |
|     Loans receivable                                                          |                                      |    (5,292)                                                 |                                                                                |              -       |                                                               |          (5,292)                               |
|     Notes receivable                                                          |                                      |     15,396                                            |                                                                                |   (18,095)                                                                  |                                                               |      (309,831)                                                     |
|     Sale of common stock                                                      |                                      |            -       |                                                                                |               - |                                                               |        551,644                                           |
|                                                                                              |                                      |                                                                      |                                                                                |                                                                                  |                                                               |                                                                                        |
| **       Net cash provided by (used in) financing activities** |       8,979 |                                                                      |    (21,390)                                                          |                                                                                  |      219,737                              |
|                                                                                              |                                      |                                                                      |                                                                                |                                                                                  |                                                               |                                                                                        |
| **NET INCREASE (DECREASE) IN**                                                               |                                      |                                                                      |                                                                                |                                                                                  |                                                               |                                                                                        |
| **    CASH AND CASH EQUIVALENTS**                                             |                                      |     21,671                                            |                                                                                |      (3,884)                                                 |                                                               |       21,671                                                  |
|                                                                                              |                                      |                                                                      |                                                                                |                                                                                  |                                                               |                                                                                        |
| **CASH AND CASH EQUIVALENTS -**                                                              |                                      |                                                                      |                                                                                |                                                                                  |                                                               |                                                                                        |
| **    BEGINNING OF PERIOD**                                                   |                                      |             - |                                                                                |        3,884                                       |                                                               |                - |
|                                                                                              |                                      |                                                                      |                                                                                |                                                                                  |                                                               |                                                                                        |
| **CASH AND CASH EQUIVALENTS - END OF PERIOD**                                                |   $  21,671 =======        |                                                                      |   $           - ======= |                                                                                  |   $       21,671 ========= |

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

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**TUNDRA RESOURCES, INC.  (A PRE-EXPLORATION STAGE COMPANY)NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2004 AND 2003**

**NOTE 1-               ORGANIZATION AND BASISOF PRESENTATION**

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

# NOTE 2-               SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES

##### Pre-Exploration Stag Company

The Company is considered to be in the pre-exploration stage as defined in Statement of Financial Accounting Standards (SFAS)No. 7, “*Accounting and Reporting by Development Stage Enterprises*” as interpreted by the Securities and ExchangeCommission for mining companies.  The Company is devoting substantially all of its efforts to development of business plansand the acquisition of oil and gas leases and mineral properties.

## Use of Estimates

The preparation of condensed financial statements in conformity with accounting principles generally accepted in the UnitedStates of America requires management to make estimates and assumptions that affect the amounts reported in the condensed financialstatements and accompanying notes. Actual results could differ from those estimates.

## Cash and Cash Equivalents

Cash and cash equivalents consists principally of currency on hand, demand deposits at commercial banks, and liquid investmentfunds having a maturity of three months or less at the time of purchase.

**Start-up Costs**

In accordance with the American Institute of Certified Public Accountants Statement of Position 98-5, “*Reporting on theCosts of Start-up Activities*”, the Company expenses all costs incurred in connection with the start-up and organizationof the Company.

**Common Stock Issued For Other Than Cash**

Services purchased and other transactions settled in the Company's common stock are recorded at the estimated fair value of thestock issued if that value is more readily determinable than the fair value of the consideration received.

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**TUNDRA RESOURCES, INC.  (A PRE-EXPLORATION STAGE COMPANY)NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2004 AND 2003**

# NOTE 2-               SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES   **(CONTINUED)**

**Net Income or (Loss) Per Share of Common Stock**

The following table sets forth the computation of basic and diluted earnings per share:

|                                |          |  |                                                            |  | YEARS ENDED                                                                                                    |  |
|--------------------------------|----------|--|------------------------------------------------------------|--|----------------------------------------------------------------------------------------------------------------|--|
|                                |          |  |                                                            |  | DECEMBER 31,                                                                                                   |  |
|                                |          |  |                                                            |  | 2004                                                                                                           |  | 2003 |
|                                |          |  |                                                            |  |                                                                                                                |  |  |
|                                |          |  |                                                            |  |                                                                                                                |  |  |
| Net income (loss)              |          |  |   $        (6,733) |  |   $       11,431                                                            |
|                                |          |  |                                                            |  |                                                                                                                |  |  |
| Weighted average common shares |          |  |                                                            |  |
|   outstanding (Basic)     |          |  |      1,665,830                         |  |      1,665,830                                                                             |
|                                |          |  |                                                            |  |                                                                                                                |  |  |
|                                | Options  |  |                                                            |  |                  -   |  |                  -   |
|                                | Warrants |  |                                                            |  |                  -   |  |                  -   |
|                                |          |  |                                                            |  |                                                                                                                |  |  |
| Weighted average common shares |          |  |                                                            |  |
|   outstanding (Diluted)   |          |  |      1,665,830                         |  |      1,665,830                                                                             |

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

### Stock-Based Compensation

The Company has adopted the disclosure provisions of Statement of Financial Accounting Standards No. 123, “*Accountingfor Stock-Based Compensation*” ("SFAS No. 123"). SFAS No. 123 permits the Company to continue accounting for stock-basedcompensation as set forth in Accounting Principles Board Opinion No. 25, “*Accounting for Stock Issued toEmployees*” ("APB Opinion No. 25"), provided the Company discloses the pro forma effect on net income and earnings pershare of adopting the full provisions of SFAS No. 123. Accordingly, the Company continues to account for stock-based compensationunder APB Opinion No. 25 and has provided the required pro forma disclosures.

 

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**TUNDRA RESOURCES, INC.(A PRE-EXPLORATION STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2004 AND 2003**

# NOTE 2-               SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES   **(CONTINUED)**

**Recent Accounting Pronouncements**

In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting StandardsNo. 141, “*Business Combinations*,” which eliminated the pooling of interest method of accounting for all businesscombinations initiated after June 30, 2001 and addresses the initial recognition and measurement of goodwill and other intangibleassets acquired in a business combination.  The Company adopted this accounting standard for business combinations initiatedafter June 30, 2001.

The Company adopted SFAS 142, “*Goodwill and Other Intangible Assets*,” effective July 1, 2001.  SFAS 142addresses the financial and accounting and reporting standards for the acquisition of intangible assets outside of a businesscombination and for goodwill (of which the Company has not recognized such intangible asset) and other intangible assets subsequentto their acquisition.  This accounting standard requires that goodwill be separately disclosed from other intangible assets inthe statement of financial position, and no longer be amortized but tested for impairment on a periodic basis.  The provisionsof this accounting standard also require the completion of a transitional impairment test within six months of adoption, with anyimpairments identified treated as a cumulative effect of a change in accounting principle.

In August 2002, the FASB issued SFAS No. 144, “*Accounting for the Impairment or Disposal of Long-LivedAssets*,” which supersedes SFAS No. 121 and provides a single accounting model for long-lived assets to be disposedof.  The new rules significantly change what would have to be met to classify an asset as held for sale.  In addition,more dispositions will qualify for discontinued operations treatment in the income statement as the criteria for discontinuedoperation presentation is changed to a component of the business rather than a segment of the business.  The Company isrequired to apply SFAS No. 144 as of October 1, 2003.

In April 2002, the FASB issued SFAS No. 145, “*Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASBStatement No. 13, and Technical Corrections*”.  This statement rescinds SFAS No. 4, Reporting Gains and Losses fromExtinguishment of Debt, and an amendment of that statement, SFAS No. 44, Accounting for Intangible Assets of Motor Carriers, andSFAS No. 64, Extinguishments of Debt Made to Satisfy Sinking‐Fund Requirements.  This statement amends SFAS No. 13,Accounting for Leases, to eliminate inconsistencies between the required accounting for sales‐leaseback transactions and therequired accounting for certain lease modifications that have economic effects that are similar to sales‐leasebacktransactions.

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**TUNDRA RESOURCES, INC.  (A PRE-EXPLORATION STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2004 AND 2003**

# NOTE 2-               SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES

                               **(CONTINUED)**

**Recent Accounting Pronouncements (Continued)**

Also, this statement amends other existing authoritative pronouncements to make various technical corrections, clarify meanings,or describe their applicability under changed conditions.  Provisions of SFAS No. 145 related to the rescissions of SFAS No. 4were effective for the Company on November 1, 2002 and provisions affecting SFAS No. 13 were effective for transactions occurringafter May 15, 2002.  The adoption of SFAS No. 145 did not have a significant impact on the Company's results of operations orfinancial position.

In June 2002, the FASB issued SFAS No. 146, “*Accounting for Costs Associated with Exit or DisposalActivities*”.  The statement addresses financial accounting and reporting for costs associated with exit or disposalactivities and requires that a liability for a cost associated with an exit or disposal activity be recognized at fair value whenthe liability is incurred, rather than at the date of an entity’s commitment to an exit plan.  The provisions of SFASNo. 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with early applicationencouraged.  The adoption of SFAS No. 146 did not have a significant impact on the Company's results of operations orfinancial position.

In December 2002, the FASB issued Statement No. 148, “*Accounting for Stock-Based Compensation-Transition andDisclosure, an amendment of FASB Statement No. 123*”(“SFAS 148”). SFAS 148 amends FASB Statement No. 123,“*Accounting for Stock-Based Compensation*,” to provide alternative methods of transition for an entity thatvoluntarily changes to the fair value based method of accounting for stock-based employee compensation. It also amends thedisclosure provisions of that Statement to require prominent disclosure about the effects on reported net income of anentity’s accounting policy decisions with respect to stock-based employee compensation. Finally, this Statement amendsAccounting Principles Board (“APB”) Opinion No. 28, “*Interim Financial Reporting*”, to requiredisclosure about those effects in interim financial information. SFAS 148 is effective for financial statements for fiscal yearsending after December 15, 2002. The Company will continue to account for stock-based employee compensation using the intrinsicvalue method of APB Opinion No. 25, “*Accounting for Stock Issued to Employees*,” but has adopted the enhanceddisclosure requirements of SFAS 148.

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**TUNDRA RESOURCES, INC.  (A PRE-EXPLORATION STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2004 AND 2003**

**NOTE 3-**               **PROVISION FORINCOME TAXES**

The Company accounts for income taxes using the liability method.At December 31, 2004 and 2003 deferred tax assets consist of the following:

|                                    |                                                               |                                                                                                                         |                                                               | 2004                                                                                                                      |  | 2003 |
|------------------------------------|---------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------|--|------|
|                                    |                                                               |                                                                                                                         |                                                               |                                                                                                                           |  |      |
| Net operating income carryforwards |           69,140 |                                                                                                                         |           67,120 |
|                                    |                                                               |                                                                                                                         |                                                               |                                                                                                                           |  |      |
| Less: valuation allowance          |                                                               |          (69,140)                                                               |                                                               |          (67,120)                                                                 |
|                                    |                                                               |                                                                                                                         |                                                               |                                                                                                                           |  |      |
| Net deferred tax assets            |                                                               |                 -   ========= |                                                               |                  -   ========== |

Net operating losses totaling approximately $230,466 are currently available and begin to expire in 2021.

A valuation allowance has been provided for the entire deferred tax asset amount until such time that the Company demonstratesthe ability to produce taxable income.

**NOTE 4 -**              **STOCKHOLDERS’DEFICIT**

**Common Stock**

As of December 31, 2004 and 2003, the Company has 50,000,000 shares of common stock authorized and 1,665,830 issued andoutstanding.

###### The following details the stock transactions for the Company:

 On December 31, 1998 the Company sold 200,000 shares of itscommon stock at $.001 per share for $200 to provide initial working capital.

On May 18, 1999 the Company sold 300,000 shares of its common stock at $.10 per share to provide further working capital and tobegin its operations.

Between January and September, 2000 the Company sold a total of 700,000 shares of its common stock at $.10 per share and 29, 830shares at $1.00 per share.  The resulting $99,830, net of $6,636 offering costs, yielded $93,194 to be used to acquire oil andgas leases and mineral properties.

Between March, 2001 and January, 2002 the Company sold a total of 436,000 shares at $1.00 per share.  The resulting$436,000 was to be used to acquire oil and gas leases and mineral properties.  The Company invested the funds ininterest-bearing notes as an interim strategy.

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**TUNDRA RESOURCES, INC.(A PRE-EXPLORATION STAGE COMPANY)NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2004 AND 2003**

 

**NOTE 4-               STOCKHOLDERS’DEFICIT (CONTINUED)**

** Common Stock (Continued)**

The Company’s stock has no readily determinable market price and has been valued by the Company at par value, whichestimates fair value.

**NOTE 5-**               **GOINGCONCERN**

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in theUnited States of America, which contemplates continuation of the Company as a going concern.  The Company has had recurringoperating deficits in the past few years and has large accumulated deficits and is in the development stage and has no recurringrevenues. These items raise substantial doubt about the Company’s ability to continue as a going concern.

In view of these matters, realization of the assets of the Company is dependent upon the Company’s ability to meet itsfinancial requirements and the success of future operations.  These financial statements do not include adjustments relatingto the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary shouldthe Company be unable to continue in existence.

The Company’s continued existence is dependent upon its ability to generate sufficient cash flows from equityfinancing.

 

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**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 principlesor practices, financial statement disclosure, or auditing scope or procedure.
```

```

```
**ITEM 8A.   CONTROLS AND PROCEDURES**
```

The Company carried out an evaluation of the effectiveness of the design and  operation of theCompany's disclosure controls and procedures (as defined in  Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30,2004.  This evaluation was carried out under the supervision and with the participation of  the Company's management,specifically Mr. Dan Lee, the Company's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, theCompany's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures areeffective. There have been no significant changes in the Company's internal controls or in other factors, which could significantlyaffect internal controls subsequent to the date the Company carried out its evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to bedisclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within thetime periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include,without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filedunder the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer and ChiefFinancial Officer, to allow timely decisions regarding required disclosure.

 

7

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PART III

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

The Directors and Officers of the Company are as follows:

| Name     | Age | Positions and Offices Held                      |
|----------|-----|-------------------------------------------------|
| Fong Lee | 46  | President, Chief Executive Officer and Director |

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

Fong Lee.  Mr. Lee was born and educated in Beijing (Peking), China.  Mr. Lee graduated in 1981 with aBachelor’s Degree in Science and worked for several European and Australian mining companies.  Since 1998, Mr. Lee hasbeen a business consultant for Asian and North American companies.

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 ofany 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, 2004, to be a beneficial owner offive percent (5%) or more of TUNDRA RESOURCES, INC.'s common stock, by TUNDRA RESOURCES, INC.'s directors individually, and by allof the TUNDRA RESOURCES, INC.'s directors and executive officers as a group.  Each person has sole voting and investment powerwith respect to the shares shown.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS

| Title of Class | Name of Owner | Shares Beneficially Owned | Percentage of Ownership |
|----------------|---------------|---------------------------|-------------------------|
| Common         | None          | None                      | 0%                      |

SECURITY OWNERSHIP OF MANAGEMENT

| Title of Class | Name of Beneficial Owner | Amount and Nature of Beneficial Owner | Percentage of Class |
|----------------|--------------------------|---------------------------------------|---------------------|
| Common         | None                     | None                                  | 0%                  |

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ITEM 12.               CERTAIN RELATIONSHIPS & RELATEDTRANSACTIONS

None.

ITEM 13.               EXHIBITS

(a)           EXHIBITS.
| EXHIBIT NUMBER | DESCRIPTION                                                                                                                           | LOCATION                                 |
|----------------|---------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------|
| 3.1            | Articles of Incorporation                                                                                                             | Incorporated by reference to Exhibit 3.  |
| 3.2            | Bylaws                                                                                                                                | Incorporated by reference to Exhibit 3.2 |
| 31.1           | Certification of Chief Executive Officer Pursuant to Section 302 of the of the Sarbanes Oxley Act of 2002.                            | Attached                                 |
| 31.2           | Certification of Chief Financial Officer Pursuant to Section 302 of the of the Sarbanes Oxley Act of 2002.                            | Attached                                 |
| 32.1           | Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Actof 2002 | Attached                                 |

**ITEM 14.               PRINCIPAL ACCOUNTANT FEES ANDSERVICES**

Audit Fees

The independent auditors’ of the Company for the year ended December 31, 2004 were Bagell, Josephs & Company. The aggregate fees, including expenses, billed by Bagell, Josephs & Company in connection with the audit of the Company'sannual financial statements for the year ending December 31, 2003 and for the review of the Company's financial informationincluded in its annual report on Form 10-KSB were $9,500.

The independent auditors’ of the Company for the year ended December 31, 2004 were Bagell, Josephs & Company. The aggregate fees, including expenses, billed by Bagell, Josephs & Company in connection with the audit of the Company'sannual financial statements for the year ending December 31, 2004 and for the review of the Company's financial informationincluded in its annual report on Form 10-KSB were $9,500.

### SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused thisReport to be signed on its behalf by the undersigned thereunder duly authorized.
|                            | **TUNDRA RESOURCES, INC.**                                                                              |
|----------------------------|---------------------------------------------------------------------------------------------------------|
| Dated:  April 8, 2005 | By: /s/ Fong Lee              Fong Lee |

9

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Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons onbehalf of the Registrant and in the capacities and on the dates indicated:
| **SIGNATURE**                                      | **TITLE**                                                                | **DATE**      |
|----------------------------------------------------|--------------------------------------------------------------------------|---------------|
| /s/Fong Lee      Fong Lee | President, Chief Executive Officer, Chief Financial Officer and Director | April 8, 2005 |

 

 

 

 

 

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