SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

Mark One

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

FOR THE FISCAL YEAR ENDED: December 31, 2002

OR

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

FOR THE TRANSITION PERIOD FROM TO N/A

COMMISSION FILE NUMBER: 000-31661

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

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

6767 West Tropicana Avenue, Suite 203
Las Vegas, Nevada 89103
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING (ZIP CODE)

(702) 682-3330
Registrant's telephone number, including area code

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

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

As of December 31, 2001, and extended to the filing date of this Report, the aggregate value of the voting stock held by non-affiliates of the Registrant, computed by reference to the average of the bid and ask price on such date was $0.00 as the Registrant has no current trading market.

As of December 31, 2002, and currently, the Registrant has outstanding approximately 1,665,830 shares of common stock ($.001 par value).

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





<Page>

TABLE OF CONTENTS TO ANNUAL REPORT
ON FORM 10-KSB
YEAR ENDED DECEMBER 31, 2003

PART I



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

PART II

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

PART III

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





<Page>

PART I.

ITEM 1.	DESCRIPTION OF BUSINESS

A.	GENERAL

Tundra Resources, Inc. is a Nevada corporation formed on December 31, 1998. Its principal place of business is located at, 6767 West Tropicana Avenue, Suite 203, Las Vegas, Nevada 89103.

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 primary activity of TUNDRA RESOURCES, INC. currently involves the procurement of mineral leasehold interest in Arizona. The Company has 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 the activities of the Registrant, without compensation. The President anticipates that the business plan of the Company can be implemented by his devoting approximately 10 hours per month to the business affairs of the Company and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officer.

ITEM 2.	DESCRIPTION OF PROPERTIES

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

ITEM 3.	LEGAL PROCEEDINGS

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

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

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



PART II

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

Market Information

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

Holders

At December 31, 2002, there were approximately 80 holders of record of the Company's common stock. As of December 31, 2002, there were approximately 1,665,830 shares outstanding.

<Page>

Dividends

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



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

OF OPERATIONS

As will be noted from the financial statements, the Company does not have any present revenues, income, or material tangible assets other than 3,884 in cash, which is now under deposit until required. No detailed analysis of operations can be completed until or unless the Company is successful in the development of its natural resources business. For the interim management has decided to hold its funds on deposits until needed.

Plan of Operation

Tundra Resources, Inc. plans to procure mineral leaseholds in Arizona for extraction of minerals. Tundra Resources, Inc. plans to implement this plan by equity investments.

Forward-Looking Statements

When used in this Form 10-K or other filings by the Company with the Securities and Exchange Commission, in the Company's press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized officer of the Company's executive officers, forward sounding words or phrases such as "would be", "will allow", "intends to", "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project", or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.

The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and advises readers that forward-looking statements involve various risks and uncertainties and are only reasonable projections of management based upon limited current information. The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statement.

ITEM 7.	FINANCIAL STATEMENTS

The following are the audited financial statements.





David E. Coffey				6767 W. Tropicana Avenue, Suite 216, Las Vegas, Nevada 89103
CERTIFIED PUBLIC ACCOUNTANT	Phone (702) 871-3979 FAX (702) 871-6769



INDEPENDENT ACCOUNTANT'S REPORT

To the Board of Directors and Stockholders
of Tundra Resources, Inc.
Las Vegas, Nevada

I have audited the accompanying balance sheets of Tundra Resources, Inc. (a pre-exploration stage company) as of December 31, 2002 and December 31, 2001 and the related statements of operations, cash flows, and changes in stockholders' equity for the years then ended, as well as the cumulative period from December 31, 1998 (date of inception) through December 31, 2002. These statements are the responsibility of Tundra Resources, Inc.'s management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Tundra Resources, Inc. as of December 31, 2002 and December 31, 2001 and the results of operations, cash flows, and changes in stockholders' equity for the years then ended, as well as the cumulative period from December 31, 1998 (date of inception) through December 31, 2002 in conformity with generally accepted accounting principles.

David E. Coffey, C. P. A.
Las Vegas, Nevada
January 31, 2003



<Page>  1



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

|                                                                                                                                                                                   |                              |                      |                            |                              | December 31,
2002
------------------ |                    |                         | December 31,
2001
------------------
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------- | -------------------- | -------------------------- | ---------------------------- | ------------------------------------ | ------------------ | ----------------------- | ------------------------------------
|                                                                                                                                                                                   |                              |                      |                            |                              |                                      |                   
|                                                                                                                                                                                   |                              |                      |                            |                              |                                      |                   
|ASSETS                                                                                                                                                                             |                              |                      |                            |                              |                                      |                    |                         |                                     
|Cash                                                                                                                                                                               |                              |                      |                            | $                            | 3,884                                |                    | $                       | 60,629                              
|Prepaid expenses                                                                                                                                                                   |                              |                      |                            | 0                            |                                      |                    | 450                    
|Notes receivable                                                                                                                                                                   |                              |                      |                            | 283,250                      |                                      |                    | 283,250                
|Interest receivable                                                                                                                                                                |                              |                      |                            | 23,882                       |                                      |                    | 5,787                  
|Deposits                                                                                                                                                                           |                              |                      |                            |                              | 0                                    |                    |                         | 150                                 
|Loans to Stockholders                                                                                                                                                              |                              |                      | 12,364 
------------------ |                              |                                      | ------------------
|Total Assets                                                                                                                                                                       |                              |                      | $                          | 323,380
===========          |                                      | $                  | 350,266 
===========   
|                                                                                                                                                                                   |                              |                      |                            |                              |                                      |                   
|LIABILITIES & STOCKHOLDERS' EQUITY                                                                                                                                                 |                              |                      |                            |                              |                                     
|Accounts payable                                                                                                                                                                   |                              |                      | $                          | 6,900
------------------     |                                      | $                  | 900 
------------------
|                                                                                                                                                                                   |                              |                      |                            |                              |                                      |                   
|Total Liabilities                                                                                                                                                                  |                              |                      |                            | 6,900                        |                                      |                    | 900                    
|Stockholders' Equity
     Common stock, authorized 50,000,000
     shares at $.001 par value, issued and
     outstanding 1,665,830 shares and
     1,615,830 shares, respectively |                              |                      |                            |                              |                                     
|                                                                                                                                                                                   |                              |                      |                            |                             
|                                                                                                                                                                                   |                              |                      |                            |                             
|                                                                                                                                                                                   |                              |                      |                            |                             
|                                                                                                                                                                                   | 1,666                        |                      |                            | 1,616                       
|Additional paid-in capital                                                                                                                                                         |                              |                      | 559,978                    |                              |                                      | 500,028           
|Deficit accumulated during the
     pre-exploration stage                                                                                                                          |                              |                      |                            |                              |                                     
|                                                                                                                                                                                   | (235,164)
------------------ |                      |                            | (152,278)
------------------
|                                                                                                                                                                                   |                              |                      |                            |                              |                                      |                   
|                                                                                                                                                                                   | Total Stockholders' Equity   |                      | 316,480                    |                              |                                      | 349,366           
|Total Liabilities and Stockholders' Equity                                                                                                                                         | $                            | 323,380 
=========== |                            | $                            | 350,266 
===========                
|                                                                                                                                                                                   |                              |                      |                            |                              |                                      |                    |                         |                                     
|The accompanying notes are an integral part of 
these financial statements.                                                                                                        |                              |                      |                           
|                                                                                                                                                                                   |                              |                     



<Page>  2



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

|                                                                            |           |   |           |           | Year ending December 31, |           | From inception,
Dec. 31, 1998
to
Dec. 31, 2002
---------------------
|--------------------------------------------------------------------------- | --------- | - | --------- | --------- | ------------------------ | --------- | --------------------------------------------------------------------
|                                                                            |           |   |           |           | 2002
------------------  |           | 2001
-------------------                                            
|                                                                            |           |   |           |           |                          |          
|                                                                            |           |   |           |           |                          |          
|Interest income                                                             |           |   | $         | 18,304    | $                        | 7,623     | $                                                                   
|Expenses                                                                    |           |   |           |           |                          |           |                                                                     
|Organizational expense                                                      |           | 0 |           | 0         |                          | 400      
|Consulting                                                                  |           |   |           | 93,000    |                          | 90,000    |                                                                     
|Research and development                                                    |           | 0 |           | 2,000     |                          | 2,000    
|Professional fees                                                           |           |   |           | 6,000     |                          | 8,195     |                                                                     
|Administrative & secretarial                                                |           | 0 |           | 5,000     |                          | 11,250   
|Licenses and fees                                                           |           |   |           | 0         |                          | 752       |                                                                     
|Fees for services                                                           |           |   | 950       |           | 0                        |           | 950                                                                 
|Rent                                                                        |           |   |           |           | 1,065                    |           | 1,894                                                               
|Office expenses                                                             |           |   |           | 175       |                          | 535       |                                                                     
|                                                                            |           |   |           |           | ------------------       |           | ------------------                                                  
|Total expenses                                                              |           |   |           | 101,190   |                          | 108,376   |                                                                     
|Net loss                                                                    |           |   |           |           | (82,886)                 |           | (100,753)                                                           
|Retained earnings,
beginning of period                                      |           |   |           |           |                          |           |                                                                     
|                                                                            |           |   | (152,278) |           | (51,525)                 |           |                                                                     
|                                                                            |           |   |           |           | ------------------       |           | ------------------                                                  
|Deficit accumulated during
the pre-exploration stage                        |           |   |           |           |                          |          
|$                                                                           | (252,164) | $ | (152,278) |           |                         
|                                                                            |           |   |           |           | ==========               |           | ==========                                                          
|Earnings ( loss ) per share
   assuming dilution:                           |           |   |           |           |                          |          
|                                                                            |           |   |           |           |                         
|Net loss                                                                    |           |   |           | $         | (0.05)                   | $         | (0.06)                                                              
|                                                                            |           |   |           |           | ==========               |           | ==========                                                          
|Weighted average shares                                                     |           |   |           |           |                          |           |                                                                     
|outstanding                                                                 |           |   |           | 1,661,663 |                          | 1,615,830 |                                                                     
|                                                                            |           |   |           |           | ==========               |           | ==========                                                          
|                                                                            |           |   |           |           |                          |           |                                                                     
|                                                                            |           |   |           |           |                          |           |                                                                     
|                                                                            |           |   |           |           |                          |           |                                                                     
|The accompanying notes are an integral part of 
these financial statements. |           |   |           |          
|                                                                            |           |   |          

<Page>  3



TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM DECEMBER 31, 1998, ( Date of Inception ) TO DECEMBER 31, 2002

|                                                     |        |         |           | Common Stock     |        | Additional
Paid-in
Capital
-------- |         | Deficit accumul-
ated during the
pre-exploration
stage
------------- |           | Total
--------------
|---------------------------------------------------- | ------ | ------- | --------- | ---------------- | ------ | ----------------------------------- | ------- | -------------------------------------------------------------------- | --------- | --------------------
|                                                     |        |         |           | Shares
--------- |        | Amount
---------                    |         |                                                                      |          
|                                                     |        |         |           |                  |        |                                     |        
|                                                     |        |         |           |                  |        |                                     |        
|                                                     |        |         |           |                  |        |                                     |        
|Issuance of common stock for cash, Dec. 31, 1998     |        | 200,000 | $         | 200              | $      | 0                                   |         | 0                                                                    | $         | 200                 
|Less net loss                                        |        |         |           | 0                |        | 0                                   |         | 0                                                                    |           | (400)               
|                                                     |        |         |           | ----------       |        | ---------                           |         | ---------                                                            |           | -------------       
|Balance, December 31, 1998                           |        |         | 200,000   |                  | 200    |                                     | 0       |                                                                      | (400)     |                     
|Issuance of common stock for cash, May 18, 1999      |        | 300,000 |           | 300              |        | 29,700                              |         | 0                                                                    |           | 30,000              
|Less offering costs                                  |        |         |           | 0                |        | 0                                   |         | (7,750)                                                              |           | 0                   
|Less net loss                                        |        |         |           | 0                |        | 0                                   |         | 0                                                                    |           | (4,814)             
|                                                     |        |         |           | ----------       |        | ---------                           |         | ---------                                                            |           | -------------       
|Balance, December 31, 1999                           |        |         | 500,000   |                  | 500    |                                     | 21,950  |                                                                      | (5,214)   |                     
|Issuance of common stock for cash, January 27, 2000  |        | 250,000 |           | 250              |        | 24,750                              |         | 0                                                                    |           | 25,000              
|Issuance of common stock for cash, February 14, 2000 |        | 4,000   |           | 4                |        | 396                                 |         | 0                                                                    |           | 400                 
|Issuance of common stock for cash, June 30, 2000     |        | 196,000 |           | 196              |        | 19,404                              |         | 0                                                                    |           | 19,600              
|Issuance of common stock for cash, July 28, 2000     |        | 250,000 |           | 250              |        | 24,750                              |         | 0                                                                    |           | 25,000              
|Issuance of common stock for cash, August 24, 2000   |        | 28,830  |           | 29               |        | 28,801                              |         | 0                                                                    |           | 28,830              
|Issuance of common stock for cash, Sept. 22, 2000    |        | 1,000   |           | 1                |        | 999                                 |         | 0                                                                    |           | 1,000               
|Less offering costs                                  |        |         |           | 0                |        | 0                                   |         | (6,636)                                                              |           | 0                   
|Less net loss                                        |        |         |           | 0                |        | 0                                   |         | 0                                                                    |           | (46,311)            
|                                                     |        |         |           | ----------       |        | ---------                           |         | ---------                                                            |           | -------------       
|Balance, December 31, 2000                           |        |         | 1,229,830 |                  | 1,230  |                                     | 114,414 |                                                                      | (51,525)  |                     
|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                                        |        |         |           | 0                |        | 0                                   |         | 0                                                                    |           | (100,753)           
|                                                     |        |         |           | ---------        |        | ---------                           |         | ---------                                                            |           | -------------       
|Balance, December 31, 2001                           |        |         | 1,615,830 | $                | 1,616  | $                                   | 500,028 | $                                                                    | (152,278) | $                   
|                                                     |        |         |           | =====            |        | =====                               |         | ====                                                                 |           | =======             
|Issuance of common stock for cash, Jan. 23, 2002     | 50,000 |         | 50        |                  | 49,950 |                                     | 0       |                                                                      | 50,000   
|Less net loss                                        |        |         |           | 0                |        | 0                                   |         | 0                                                                    |           | (100,753)           
|                                                     |        |         |           | -----------      |        | ---------                           |         | ---------                                                            |           | -------------       
|Balance, December 31, 2002                           |        |         | 1,665,830 | $                | 1,666  | $                                   | 549,978 | $                                                                    | (235,164) | $                   
|                                                     |        |         |           | =====            |        | =====                               |         | =====                                                                |           | =======             

-4-

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

|                                                                                                                |          |          |           |         | Year ending December 31, |          | From inception,
Dec. 31, 1998 to
Dec. 31, 2002
----------------------
|--------------------------------------------------------------------------------------------------------------- | -------- | -------- | --------- | ------- | ------------------------ | -------- | ---------------------------------------------------------------------
|                                                                                                                |          |          |           |         |                         
|                                                                                                                |          |          |           |         | 2002
------------------- |          | 2001
--------------------                                            
|                                                                                                                |          |          |           |         |                          |         
|CASH FLOWS PROVIDED BY                                                                                          |          |          |           |         |                          |         
|OPERATING ACTIVITIES                                                                                            |          |          |           |         |                          |         
|Net Loss                                                                                                        |          |          |           | $       | (82,886)                 | $        | (100,753)                                                            
|Non-cash items included in net loss                                                                             |          | 0        |           | 0       |                          | 0       
|Adjustments to reconcile net loss to 
   cash used by operating activity
   Prepaid expense (increase) decrease |          |          |           |         |                          |         
|                                                                                                                |          |          |           |         |                         
|                                                                                                                | 450      |          | 0         |         | 0                       
|Deposits (increase) decrease                                                                                    |          | 150      |           | 0       |                          | 0       
|Accounts payable increase (decrease)                                                                            |          | 6,000    |           | (5,250) |                          | 6,900   
|Loans to stockholders (increase) decrease                                                                       |          | (12,364) |           | 0       |                          | (12,364)
|                                                                                                                |          |          |           |         | -------------            |          | -----------------                                                    
|NET CASH PROVIDED BY
     OPERATING ACTIVITIES                                                                  |          |          |           |         |                          |         
|                                                                                                                | (88,650) |          | (106,003) |         | (240,628)               
|CASH FLOWS USED BY
INVESTING ACTIVITIES                                                                         |          |          |           |         |                          |         
|Notes receivable                                                                                                |          |          |           | 0       |                          | 283,250  |                                                                      
|Interest receivable                                                                                             |          |          |           | 18,095  |                          | 5,787    |                                                                      
|                                                                                                                |          |          |           |         | -------------            |          | -----------------                                                    
|NET CASH USED BY 
      INVESTING ACTIVITIES                                                                    |          |          |           |         |                          |         
|                                                                                                                | 18,095   |          | 289,037   |         | 307,132                 
|CASH FLOWS FROM FINANCING
ACTIVITIES                                                                            |          |          |           |         |                          |         
|Sale of common stock                                                                                            |          | 50       |           | 386     |                          | 1,666   
|Paid-in capital                                                                                                 |          |          |           | 49,950  |                          | 385,614  |                                                                      
|Less offering costs                                                                                             |          |          |           | 0       |                          | 0        |                                                                      
|                                                                                                                |          |          |           |         | -------------            |          | -----------------                                                    
|NET CASH PROVIDED BY 
        FINANCING ACTIVITIES                                                              |          |          |           |         |                          |         
|                                                                                                                | 50,000   |          | 386,000   |         | 551,644                 
|                                                                                                                |          |          |           |         | -------------            |          | -----------------                                                    
|NET INCREASE IN CASH                                                                                            |          | (56,745) |           | (9,040) | $                        | 3,884   
|                                                                                                                |          |          |           |         |                          |          |                                                                      
|CASH AT BEGINNING OF PERIOD                                                                                     |          | 60,629   |           | 69,669  |                          |         
|                                                                                                                |          |          |           |         | -------------            |          | -----------------                                                    
|CASH AT END OF PERIOD                                                                                           | $        | 3,884    | $         | 60,629  |                          |         
|                                                                                                                |          |          |           |         | =========                |          | =========                                                            
|                                                                                                                |          |          |           |         |                          |          |                                                                      
|The accompanying notes are an integral part
of these financial statements.                                      |          |          |           |         |                         
|                                                                                                                |          |          |           |        

-5-



TUNDRA RESOURCES, INC.
( A PRE-EXPLORATION STAGE COMPANY )
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND DECEMBER 31, 2001

NOTE A	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

NOTE B	OFFERING COSTS

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

NOTE C	EARNINGS (LOSS) PER SHARE

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

NOTE D	ISSUANCE OF COMMON STOCK

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





|December 31, 1998 | 200,000 for $200   
|----------------- | -------------------
|May 18, 1999      | 300,000 for $30,000
|January 27, 2000  | 250,000 for $25,000
|February 14, 2000 | 4,000 for $400     
|June 30, 2000     | 196,000for $19,600 
|July 28, 2000     | 250,000 for $25,000

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



-6-

TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND DECEMBER 31, 2001

(continued)

NOTE D	ISSUANCE OF COMMON STOCK (continued)

sold shares of its common stock as follows:



|August 24, 2000 | 28,830 for $28,830  
|--------------- | --------------------
|Sept. 22, 2000  | 1,000 for $1,000    
|March 2, 2001   | 14,000 for $14,000  
|April 19, 2001  | 25,000 for $25,000  
|Sept. 13, 2001  | 25,000 for $25,000  
|Sept. 28, 2001  | 300,000 for $300,000
|Oct. 4, 2001    | 22,000 for $22,000  
|Jan. 23, 2002   | 50,000 for $50,000  

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

All of the above shares were issued pursuant to an exemption from registration requirements under Section 4 (2) of the Securities Act.

NOTE E	RENTAL AGREEMENT

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











-7-



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

FINANCIAL DISCLOSURE

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

PART III

ITEM 9.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS & CONTROL PERSONS,

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The Directors and Officers of the Company are as follows:

|Name           | Age | Positions and Offices Held                  
|-------------- | --- | --------------------------------------------
|Timothy Cammel | 61  | President, Secretary, Treasurer and Director

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

Involvement in Certain Legal Proceedings

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

Compliance With Section 16(a) of the Exchange Act

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

ITEM 10. EXECUTIVE COMPENSATION

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT

The following table sets forth each person known to TUNDRA RESOURCES, INC., as of December 31, 2001, to be a beneficial owner of five percent (5%) or more of TUNDRA RESOURCES, INC.'s common stock, by TUNDRA RESOURCES, INC.'s directors individually, and by all of the TUNDRA RESOURCES, INC.'s directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares

shown.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS



|Title of Class | Name of 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%                 

ITEM 12. CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS

None.

ITEM 13. EXHIBITS AND REPORTS ON FROM 8-K

(a)	EXHIBITS.

|EXHIBIT
NUMBER | DESCRIPTION               | LOCATION                                                                                                               
|-------------- | ------------------------- | -----------------------------------------------------------------------------------------------------------------------
|3.1            | Articles of Incorporation | Incorporated by reference to Exhibit 3.1 to the Registrant's Form 10-SB Registration Statement filed on October 2, 2000
|3.2            | Bylaws                    | Incorporated by reference to Exhibit 3.2 to the Registrant's Form 10-SB Registration Statement filed on October 2, 2000

(b)	REPORTS ON FORM 8-K.

No reports on Form 8-K were filed during the year ending December 31, 2002.

SIGNATURES

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

|                       | TUNDRA RESOURCES, INC.                       
|---------------------- | ---------------------------------------------
|Dated:  April 15, 2003 | By: /s/ Timothy Cammel
        Timothy Cammel

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

|SIGNATURE                             | TITLE                                        | DATE          
|------------------------------------- | -------------------------------------------- | --------------
|/s/ Timothy Cammel
    Timothy Cammel | President, Treasurer, Secretary and Director | April 15, 2003