U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended April 30, ~~2011~~2012

Commission file number: ~~333~~000-~~169066~~54585

TUNDRA GOLD CORP.

(Exact name of registrant as specified in its charter)

Nevada		27-2019656
(State of incorporation)		(I.R.S. Employer Identification No.)

200 S Virginia, 8th Floor

Reno, Nevada, 89501

(Address of principal executive offices)

(775) 398-3012

(Registrant’s telephone number, including area code)

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

None

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

Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as of October 31, ~~2010~~2011 was approximately $06,000,000.

The number of shares of the issuer’s common stock issued and outstanding as of July 2930, ~~2011~~2012 was 2547,~~940~~820,000 shares.

Documents Incorporated By Reference: None

TABLE OF CONTENTS

			Page
Glossary of Mining Terms			3
PART I
	Item 1	Business	6
	Item 1A	Risk Factors	9
	Item 1B	Unresolved Staff Comments	1419
	Item 2	Properties	1519
	Item 3	Legal Proceedings	2427
	Item 4	~~(Removed~~Mine ~~and~~Safety ~~Reserved)~~Disclosures	2427
	PART II
	Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2428
	Item 6	Selected Financial Data	2529
	Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2529
	Item 7A	Quantitative and Qualitative Disclosures About Market Risk.	3036
	Item 8	Financial Statements and Supplementary Data.	3036
	Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	3151
	Item 9A	Controls and Procedures	3151
	Item 9B	Other Information	3252
	PART III
	Item 10	Directors, Executive Officers and Corporate Governance	3353
	Item 11	Executive Compensation	3455
	Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3656
	Item 13	Certain Relationships and Related Transactions, and Director Independence	3657
	Item 14	Principal Accountant Fees and Services	3758
	PART IV
	Item 15	Exhibits, Financial Statement Schedules	3858
	SIGNATURES		5259

Glossary of Mining Terms

Adit(s), Historic working driven horizontally, or nearly so into a hillside to explore for and exploit ore.

Adularia. A potassium-rich alteration mineral – a form of orthoclase.

Ag. Elemental symbol for silver.

Air track holes. Drill hole constructed with a small portable drill rig using an air-driven hammer.

Au. Elemental symbol for gold.

Core holes. A hole in the ground that is left after the process where a hollow drill bit with diamond chip teeth is used to drill into the ground. The center of the hollow drill fills with the core of the rock that is being drilled into, and when the drill is extracted, a hole is left in the ground.

Felsic Tertiary Volcanic Rocks. Quartz-rich rocks derived from volcanoes and deposited between two and sixty-five million years ago.

Geochemical sampling. Sample of soil, rock, silt, water or vegetation analyzed to detect the presence of valuable metals or other metals which may accompany them. For example, arsenic may indicate the presence of gold.

Geologic mapping. Producing a plan and sectional map of the rock types, structure and alteration of a property.

Geophysical survey. Electrical, magnetic, gravity and other means used to detect features, which may be associated with mineral deposits.

Leaching. Leaching is a cost effective process where ore is subjected to a chemical liquid that dissolves the mineral component from ore, and then the liquid is collected and the metals extracted from it.

Level(s), Main underground passage driven along a level course to afford access to stopes or workings and provide ventilation and a haulage way for removal of ore.

Magnetic lows. An occurrence that may be indicative of a destruction of magnetic minerals by later hydrothermal (hot water) fluids that have come up along faults. These hydrothermal fluids may in turn have carried and deposited precious metals such as gold and/or silver.

Plug. A vertical pipe-like body of magma representing a volcanic vent similar to a dome.

Quartz Monzonite. A medium to coarse crystalline rock composed primarily of the minerals quartz, plagioclase and orthoclase.

Quartz Stockworks. A multi-directional system of quartz veinlets.

RC holes. Short form for Reverse Circulation Drill holes. These are holes left after the process of Reverse Circulation Drilling.

Resource. An estimate of the total tons and grade of a mineral deposit defined by surface sampling, drilling and occasionally underground sampling of historic diggings when available.

Reverse circulation drilling. A less expensive form of drilling than coring that does not allow for the recovery of a tube or core of rock. The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis. This is a quicker and cheaper method of drilling, but does not give as much information about the underlying rocks.

Scoping Study. A detailed study of the various possible methods to mine a deposit.

Sedimentation. The process of deposition of a solid material from a state of suspension or solution in a fluid (usually air or water).

Silicic dome. A convex landform created by extruding quartz-rich volcanic rocks.

Stope(s). An excavation from which ore has been removed from sub-vertical openings above or below levels.

Tertiary. That portion of geologic time that includes abundant volcanism in the western U.S.

Trenching. A cost effective way of examining the structure and nature of mineral ores beneath gravel cover. It involves digging long usually shallow trenches in carefully selected areas to expose unweathered rock and allow sampling.

Tuffaceous. Pertaining to sediments which contain up to 50% tuff.

Volcanic center. Origin of major volcanic activity.

Volcanoclastic. Coarse, unsorted sedimentary rock formed from erosion of volcanic debris.

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking information. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management of Tundra Gold Corp. (the “Company”, “Tundra”, or “we”) and other matters. Forward-looking information may be included in this Annual Report on Form 10-K or may be incorporated by reference from other documents filed with the Securities and Exchange Commission (the “SEC”) by the Company. One can find many of these statements by looking for words including, for example, “believes,” “expects,” “anticipates,” “estimates” or similar expressions in this Annual Report on Form 10-K or in documents incorporated by reference in this Annual Report on Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.

The Company has based the forward-looking statements relating to the Company’s operations on management’s current expectations, estimates and projections about the Company and the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, the Company’s actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.

PART I

Item 1. Description of Business.

We are engaged in natural resource exploration and anticipate acquiring, exploring, and if warranted and feasible, developing natural resource properties. Currently we are in the exploration state and are undertaking two exploration programs in Nevada.

History

We were incorporated under the laws of the State of Nevada on September 16, 2009 under the name Titan Gold Corp. On February 25, 2010, the Company amended its articles of incorporation to change its name from Titan Gold Corp. to Tundra Gold Corp. We are an exploration-stage company as defined by the ~~SEC~~Securities and Exchange Commission and we are in the business of exploring, and if warranted, advancing mineral properties to the discovery point where we believe maximum shareholder returns can be realized. Our primary focus is in the gold sector.

On ~~March~~November 1915, ~~2010,~~2011 wethe ~~issued~~Company’s anBoard ~~aggregate~~ of ~~20,000,000~~Directors ~~shares~~approved ofa ~~our~~resolution ~~common stock~~ to ~~Gurpartap~~split ~~Singh~~the ~~Basrai~~Company’s ~~our~~common ~~founder,~~stock ~~President,~~on ~~Chief~~a ~~Executive~~3:1 ~~Officer,~~forward ~~Chairman,~~stock ~~and~~split ~~Director~~basis. The ~~shares~~record ~~were~~and ~~issued~~payment indates ~~consideration~~of ~~for~~ the ~~payment~~forward ofsplit $2were November 29 and December 12,~~000~~ 2011 respectively.

On ~~April~~May 2618, 2010, we ~~completed~~executed a ~~private~~Minerals ~~placement~~Lease ~~pursuant~~and toAgreement ~~which~~(the “Lease Agreement”) with MinQuest, Inc., a natural resource exploration company (“MinQuest”) whereby we ~~issued~~obtained anthe ~~aggregate~~right ofto ~~3,500,000~~conduct ~~shares~~mineral ofexploration ~~common~~activities ~~stock~~on atand ain ~~purchase~~the ~~price~~property ofknown $0as the Marietta.01 The ~~per~~Marietta ~~share~~consists toof ~~accredited~~five ~~investors~~unpatented ~~for~~mineral ~~gross~~claims ~~proceeds~~and is located in Mineral County, Nevada. Upon execution of the Lease Agreement, we paid MinQuest $355,000 as well as reimbursed MinQuest $756 relating to property holding costs.

On ~~May~~April 154, ~~2010~~2011, ~~William~~we P.executed ~~Eastwood~~a ~~was~~second ~~appointed~~property option agreement with MinQuest granting us the right to ~~our~~acquire ~~Board~~100% of ~~Directors~~the mining interests of a Nevada mineral exploration property currently controlled by MinQuest. The property known as the Crescent Fault Property is located in Eureka County, Nevada and currently consists of 33 unpatented claims. Upon execution of the agreement, we paid MinQuest $20,000 as well as reimbursed MinQuest $7,920 relating to property holding costs.

On May 18, 2010 we executed a Minerals Lease and Agreement with MinQuest, Inc., a natural resource exploration company (“MinQuest”) whereby we obtained the right to conduct mineral exploration activities on and in the property known as the Marietta. The Marietta consists of five unpatented mineral claims and is located in Mineral County, Nevada. Upon execution of the Lease Agreement, we paid MinQuest $5,000 as well as reimbursed MinQuest $756 relating to property holding costs.

On May 28, 2010, we completed a private placement pursuant to which we issued an aggregate of 1,240,000 shares of common stock at a purchase price of $0.05 per share to accredited investors for gross proceeds of $62,000.

The private placements were completed by relying on the exemption from the registration requirements of the Securities Act provided by Regulations S or D and/or Section 4(2) of the Securities Act.

On April 4, 2011, we executed a second property option agreement with MinQues granting us the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest,. The property known as the Crescent Fault Property is located in Eureka County, Nevada and currently consists of 33 unpatented claims. Upon execution of the agreement, we paid MinQuest $20,000 as well as reimbursed MinQuest $7,920 relating to property holding costs.

Also on April 4, 2011, we closed a private placement pursuant to which we issued an aggregate of 1,200,000 common shares at $0.25 per share to three non-U.S. persons for a total offering price of $300,000. The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended.

Business Operations

We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, developing natural resource properties. Our primary focus in the natural resource sector is gold. We are an exploration stage company. We do not consider ourselves a “blank check” company required to comply with Rule 419 of the Securities and Exchange Commission, because we were not organized for the purpose of effecting, and our business plan is not to effect, a merger with or acquisition of an unidentified company or companies, or other entity or person. We do not intend to merge with or acquire another company in the next 12 months.

Though we have the expertise on our board of directors to take a resource property that hosts a viable ore deposit into mining production, the costs and time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term. Therefore, we anticipate selling or partnering any ore bodies that we may discover to a major mining company. Many major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. By selling or partnering a deposit found by us to these major mining companies, it would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and it would also provide future capital for the Company to continue operations.6

~~The~~Though ~~search~~we ~~for~~have ~~valuable~~the ~~natural~~expertise ~~resources~~on asour aboard ~~business~~of isdirectors ~~extremely~~to ~~risky.~~take Wea ~~can~~resource ~~provide~~property ~~investors~~that ~~with~~hosts noa ~~assurance~~viable ~~that~~ore deposit into mining production, the ~~properties~~costs weand ~~have~~time ~~optioned~~frame infor ~~Nevada~~doing ~~contain~~so ~~commercially~~are ~~exploitable~~considerable, ~~reserves.~~and ~~Exploration~~the ~~for~~subsequent ~~natural~~return ~~reserves~~on isinvestment afor ~~speculative~~our ~~venture~~shareholders ~~involving~~would ~~substantial~~be ~~risk~~very long term. ~~Few~~Therefore, ~~properties~~we anticipate selling or partnering any ore bodies that ~~are~~we ~~explored~~may ~~are~~discover ~~ultimately~~to ~~developed~~a ~~into~~major ~~producing~~mining ~~commercially~~company. ~~feasible~~Many major mining companies obtain their ore reserves. ~~Problems~~through ~~such~~the aspurchase ~~unusual~~of orore ~~unexpected~~bodies ~~formations~~found ~~and~~by ~~other~~junior ~~conditions~~exploration ~~are~~companies. ~~involved~~Although inthese ~~mineral~~major mining companies do some exploration ~~and~~work ~~often~~themselves, ~~result~~many inof ~~unsuccessful~~them rely on the junior resource exploration ~~efforts~~companies to provide them with future deposits for them to mine. InWe believe selling ~~such~~or partnering a ~~case,~~deposit wefound by us to these major mining companies, would beprovide ~~unable~~an toimmediate ~~complete~~return to our ~~business~~shareholders ~~plan~~without the long time frame and ~~any~~cost ~~money~~of ~~spent~~putting ona ~~exploration~~mine into operation ourselves, and would bealso ~~lost~~provide future capital for the Company to continue operations.

~~Natural~~The ~~resource~~search ~~exploration~~for ~~and~~valuable ~~development~~natural ~~requires~~resources ~~significant~~as ~~capital~~a ~~and~~business ~~our~~is ~~assets~~extremely ~~and resources are limited~~risky. ~~Therefore,~~We wecan ~~anticipate~~provide ~~participating~~investors inwith ~~the~~no ~~natural~~assurance ~~resource~~that ~~industry through~~ the ~~selling or partnering of our~~ properties, ~~the~~we ~~purchase~~have ofleased ~~small~~or ~~interests~~optioned in ~~producing~~Nevada ~~properties,~~contain ~~the~~commercially ~~purchase~~exploitable ofreserves. ~~properties~~Exploration ~~where~~for ~~feasibility~~natural ~~studies~~reserves ~~already~~is ~~exist~~a orspeculative byventure ~~the~~involving ~~optioning~~substantial ~~of natural resource exploration and development projects~~risk. ToFew ~~date we have two~~ properties ~~under~~that ~~option,~~are ~~and~~explored are inultimately ~~the~~developed ~~early~~into ~~stages~~producing ofcommercially ~~exploring~~feasible ~~these properties~~reserves. ~~There~~Problems ~~has~~such ~~been no indication~~ as ~~yet~~unusual ~~that~~or ~~any~~unexpected ~~commercially~~formations ~~viable mineral deposits exist on these properties,~~ and ~~there~~other isconditions noare ~~assurance~~involved ~~that~~in amineral ~~commercially~~exploration ~~viable~~and ~~mineral~~often ~~deposit~~result ~~exists~~in onunsuccessful ~~any~~exploration ofefforts. ~~our~~In ~~properties.~~such ~~Further~~a ~~exploration~~case, ~~will~~we would be ~~required~~unable ~~before~~to acomplete ~~final~~our ~~evaluation~~business asplan toand ~~the~~any ~~economic~~money ~~and~~spent ~~legal~~on ~~feasibility~~exploration iswould ~~determined~~be lost.

7Natural resource exploration and development requires significant capital and our assets and resources are limited. Therefore, we anticipate participating in the natural resource industry through the selling or partnering of our properties, the purchase of small interests in producing properties, the purchase of properties where feasibility studies already exist or by the optioning of natural resource exploration and development projects. To date we have one property under lease and another property under option. We have not yet conducted any significant exploration on the properties but we have initiated exploration programs that will include mapping, sampling, surveying and drilling on the Crescent Fault property. There has been no indication as yet that any commercially viable mineral deposits exist on our properties, and there is no assurance that a commercially viable mineral deposit exists on our properties. Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined.

Competition

The mineral exploration industry, in general, is intensively competitive and even if commercial quantities of ore are discovered, a ready market may not exist for sale of same. ~~Numerous~~We ~~factors~~compete ~~beyond~~with ~~our~~many ~~control~~junior ~~may~~exploration ~~affect~~companies ~~the~~many ~~marketability~~ of ~~any~~which ~~substances~~have ~~discovered.~~significantly ~~These~~greater ~~factors include market fluctuations~~personnel, ~~the proximity and capacity of natural resource markets and processing equipment~~financial, ~~government regulations~~managerial, ~~including regulations relating to prices, taxes, royalties, land tenure, land use, importing~~ and ~~exporting~~technical ofresources ~~minerals~~than ~~and~~we ~~environmental protection~~do. ~~The~~This ~~exact~~competition ~~effect~~from ofother ~~these~~companies ~~factors~~with ~~cannot~~greater beresources ~~accurately~~and ~~predicted,~~reputations ~~but the combination of these factors~~ may result in our ~~not~~failure ~~receiving~~to andevelop, ~~adequate~~maintain ~~return~~or onexpand ~~invested~~our ~~capital~~business.

Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our not receiving an adequate return on invested capital.

Government Regulation

The federal government and various state and local governments have adopted laws and regulations regarding the protection of natural resources, human health and the environment. We will be required to conduct all exploration activities in accordance with all applicable laws and regulations. These may include requiring working permits for any exploration work that results in physical disturbances to the land and locating claims, posting claims and reporting work performed on the mineral claims. The laws and regulations may tell us how and where we can explore for natural resources, as well as environmental matters relating to exploration and development. Because these laws and regulations change frequently, the costs of compliance with existing and future environmental regulations cannot be predicted with certainty.

Any exploration or production on United States Federal land will have to comply with the Federal Land Management Planning Act which has the effect generally of protecting the environment. Any exploration or production on private property, whether owned or leased, will have to comply with the Endangered Species Act and the Clean Water Act. The cost of complying with environmental concerns under any of these acts varies on a case-by-case basis. In many instances the cost can be prohibitive to development. Environmental costs associated with a particular project must be factored into the overall cost evaluation of whether to proceed with the project.

Other than the normal bonding requirements, there are no costs to us at the present time in connection with compliance with environmental laws. However, since we do anticipate engaging in natural resource projects, these costs could occur at any time. Costs could extend into the millions of dollars for which we could be liable. In the event of liability, we would be entitled to contribution from other owners so that our percentage share of a particular project would be the percentage share of our liability on that project. However, other owners may not be willing or able to share in the cost of the liability. Even if liability is limited to our percentage share, any significant liability would wipe out our assets and resources.

Employees

We have commenced only limited operations. Therefore, we have no full time employees. Our ~~sole~~officers ~~officer~~ and ~~three~~ directors provide planning and organizational services for us on a part-time basis.

Subsidiaries

We do not have any subsidiaries and we are not part of a group.

Item 1A. Risk Factors

Factors that May Affect Future Results

1. Our Weindependent ~~will~~auditor ~~require~~has ~~additional~~issued ~~funds~~a ingoing ~~the~~concern ~~future~~opinion toafter ~~achieve~~auditing our ~~current~~2012 ~~business~~and ~~strategy~~2011 ~~and~~financial statements. Our ability to continue is dependent on our ~~inability~~ability to ~~obtain~~raise ~~funding~~additional ~~will~~capital ~~cause~~and our ~~business~~operations could be curtailed if we are unable to ~~fail~~obtain required additional funding when needed.

~~Based~~We ~~upon~~will ~~current~~be ~~plans~~required weto ~~expect~~expend tosubstantial ~~incur~~amounts ~~operating~~of ~~losses~~working capital in ~~future~~order ~~periods.~~to ~~This~~explore ~~will~~and ~~happen~~develop ~~because~~our ~~there~~Marietta ~~are~~and ~~expenses~~Crescent ~~associated~~Fault ~~with~~properties (the ~~acquisition~~“Properties”). We ~~and~~were ~~exploration~~incorporated on September 16, 2009. Our operations to date were funded entirely from capital raised from our private offerings of ~~natural~~securities ~~resource~~from ~~properties~~March 2010 through April 2011. We ~~have~~will ~~sufficient~~continue ~~cash~~to onrequire ~~hand~~additional financing to ~~fund~~execute our ~~operating~~business ~~needs~~strategy. We toare ~~April~~totally ~~30,~~dependent ~~2012.~~on ~~However~~external sources of financing for the foreseeable future, of which we ~~will~~have ~~need~~no commitments. Our failure to raise additional funds ~~through~~in ~~public~~the orfuture ~~private~~will ~~debt~~adversely oraffect ~~equity~~our ~~sales~~business inoperations, ~~order~~and may require us to ~~fund~~suspend our operations, ~~future~~which ~~operations~~in ~~and~~turn ~~fulfill~~may ~~contractual~~result ~~obligations.~~in ~~These~~a ~~financings~~loss ~~may~~to ~~not~~the bepurchasers ~~available~~of ~~when~~our ~~needed~~common stock. ~~Even~~We ifare ~~these~~entirely ~~financings~~dependent ~~are~~on ~~available,~~our itability ~~may~~to beattract onand ~~terms~~receive ~~that~~additional wefunding ~~deem~~from ~~unacceptable~~either the sale of securities or ~~are~~outside ~~materially~~sources ~~adverse~~such toas ~~your~~private ~~interests~~investment or a strategic partner. We currently have no firm agreements or arrangements with respect to ~~dilution~~any ofsuch ~~book~~financing ~~value,~~and ~~dividend~~there ~~preferences,~~can ~~liquidation~~be ~~preferences,~~no orassurance ~~other~~that any needed funds will be available to us on acceptable terms or at all. ~~Our~~The inability to obtain ~~financing~~sufficient ~~would~~funding ~~have~~of anour ~~adverse~~operations ~~effect~~in onthe future could restrict our ability to ~~implement~~grow and reduce our ~~current~~ability ~~exploration~~to incontinue ~~Nevada~~to conduct business operations. As of April 30, ~~and~~2012, aswe incurred a ~~result~~net loss of $222,686 ~~could~~from ~~require~~inception usand toused ~~diminish~~cash orin ~~suspend~~operations from inception of $172,733. After auditing our ~~operations~~financial statements, our independent auditor issued a going concern opinion and ~~possibly~~our ~~cease~~ability to continue is dependent on our ~~existence.~~ability ~~Obtaining~~to raise additional ~~financing~~capital. ~~would~~If bewe ~~subject~~are unable to aobtain ~~number~~necessary ~~of factors~~financing, ~~including~~we ~~the~~will ~~market~~be ~~prices~~required ~~for~~to ~~the~~curtail ~~mineral~~our ~~property~~development ~~and~~plans ~~silver~~which could cause us to become dormant and ~~copper.~~our ~~These~~shareholders ~~factors~~to ~~may~~lose ~~make~~their ~~the~~investment ~~timing,~~in ~~amount,~~our ~~terms~~company. orIn ~~conditions~~addition, ofany additional equity financing ~~unavailable~~may involve substantial dilution to usour then existing stockholders.

2. We Ifare wean doexploration ~~not~~stage ~~complete~~company, ~~the~~have ~~required~~generated ~~option~~no ~~payments~~revenues ~~and~~to ~~capital~~date ~~expenditure~~and ~~requirements~~have ~~mandated~~a inlimited ~~our~~operating ~~respective~~history ~~agreements~~upon ~~with~~which ~~MinQuest, Inc. (“MinQuest”)~~ we ~~will lose our interest in that respective property and our business~~ may ~~fail~~be evaluated.

IfWe wehave doone ~~not~~optioned ~~make~~and ~~all~~one ofleased ~~the~~early stage mineral property ~~payments~~but tothe ~~MinQuest~~Properties do not have any known resources or ~~incur~~reserves. Our ~~the~~only ~~required~~other ~~expenditures~~meaningful asset is approximately $166,000 in ~~accordance~~available ~~with~~cash ~~the~~at ~~respective~~April ~~property~~30, ~~option~~2012. ~~agreements~~Our welimited ~~will~~operating ~~lose~~history ~~our~~makes ~~option~~it difficult to ~~acquire~~evaluate our business on the ~~respective~~basis ~~property~~of ~~for~~historical ~~which~~operations. weWe have ~~not~~no ~~made~~known commercially viable deposits, or “resources”, or "reserves" on our Properties. Therefore, determination of the ~~payments~~existence ~~and~~of ~~may~~a ~~not~~resource beor ~~able~~reserve towill ~~continue~~depend toon ~~execute~~appropriate ~~our~~and ~~business~~sufficient ~~objectives~~exploration ifwork weand ~~are~~the ~~unable~~evaluation of legal, economic, and environmental factors. If we fail to find ana ~~alternate~~commercially ~~exploration~~viable ~~interest.~~deposit ~~Since~~on our ~~payment~~Properties ~~obligations~~our ~~are~~financial ~~non-refundable,~~condition ifand results of operations will suffer. If we docannot ~~not~~generate ~~make~~income ~~any~~from ~~payments,~~the Properties we will ~~lose~~have ~~any~~to ~~payments~~cease ~~previously~~operations ~~made~~which ~~and~~will ~~all~~result ~~our~~in ~~rights~~the toloss ~~the~~of ~~properties~~your investment.

3. Because of our reliance on MinQuest our operations would be severely impacted should our relationship with MinQuest be terminated for any reason.

Both of our properties have been leased or optioned from MinQuest. In addition, to date all of our exploration activity on these properties has been undertaken by MinQuest. As a result, MinQuest has significant knowledge about our properties and it would be very difficult for us to replace MinQuest should our relationship with them be terminated for any reason. To date, there have not been any conflicts between the Company and MinQuest.

4.We ~~Because~~face ~~our~~all ~~Officer~~of ~~and~~the ~~Directors~~risks ~~serve~~inherent asin ~~Officers~~a ~~and~~new ~~Directors~~business ofand ~~other~~those ~~companies~~risks ~~engaged~~specifically inherent in ~~mineral~~the exploration, astage ~~potential~~company, ~~conflict~~with all of ~~interest~~the ~~could~~unforeseen ~~negatively~~costs, ~~impact~~expenses, ~~our~~problems, ~~ability~~and difficulties to ~~acquire~~which ~~properties~~such toventures ~~explore~~are ~~and~~subject. We cannot assure you that we will be able to ~~run~~generate revenues or profits from the operation of our business or that we will be able to generate or sustain profitability in the future.

~~All of our Directors and Officers work for other mining and mineral exploration companies~~3. ~~Due~~ We toexpect ~~time~~losses demands placed on our Directors and Officers, and due to the competitive nature of the exploration business, the potential exists for conflicts of interest to occur from time to time that could adversely affect our ability to conduct our business. The Officers and Directors’ full-time employment with other entities limits the amount of time they can dedicate to us as a director or officer. Also, our Directors and Officers may have a conflict of interest in ~~helping us identify and obtain~~ the ~~rights~~future ~~to mineral properties~~ because ~~they may also be considering the same properties. To mitigate these risks,~~ we ~~work~~have ~~with~~no ~~several~~revenue ~~geologists in order~~ to ~~ensure~~offset ~~that we are not overly reliant on any one of our Directors to provide us with geological services~~losses. However, we cannot be certain that a conflict of interest will not arise in the future. To date, there have not been any conflicts of interest between any of our Directors or Officers and the Company.

5.As ~~Because~~reflected ofin our financial statements we are in the ~~speculative~~exploration ~~nature~~stage. Since inception on September 16, 2009 (inception) to April 30, 2012, we have incurred a net loss of ~~exploration~~$222,868 and ~~development~~used cash in operations of $172,733. As ~~there~~we ishave ano ~~substantial~~current ~~risk~~revenue, ~~that~~we are expecting losses over the next 12 months because we do not have any revenues to offset the expenses associated with the development and implementation of our business plan. We cannot guarantee that we will ~~fail~~ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations.

~~The~~4. Our ~~search for valuable natural resources as a~~ business model is ~~extremely~~unproven ~~risky.~~and Weour ~~can~~success ~~provide investors with no assurance that the properties we have in Nevada contain commercially exploitable reserves. Exploration for natural reserves~~ is adependent ~~speculative~~on ~~venture~~our ~~involving~~ability ~~substantial~~to ~~risk.~~explore ~~Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected formations~~ and ~~other~~develop ~~conditions~~our ~~are involved in~~ mineral ~~exploration and often result in unsuccessful exploration efforts~~property. ~~In such a case, we would be unable to complete our business plan.~~

6Our business model is to generate revenues from the sale of minerals from our Properties located in Nevada. We ~~Because~~cannot guarantee that we ~~have~~will ~~not~~ever ~~commenced~~be successful in effectuating our business ~~operations,~~plan weor ~~face~~in generating revenues in the future. The Properties are at a ~~high~~very ~~risk~~early ofstage, ~~business~~and ~~failure~~our ~~due~~ability to ~~our~~generate ~~inability~~revenue is unproven. Therefore, it is not possible for us to predict the ~~success~~future level of production, if any, or if we will be able to effectuate our business plan. If we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

We5. Because ~~are~~we inanticipate ~~the initial stages of exploration of~~ our ~~mineral~~operating ~~claims~~expenses ~~and thus have no way to evaluate the likelihood that we~~ will beincrease ~~able~~prior to ~~operate~~ our ~~business~~earning ~~successfully. To date have been involved primarily in organizational activities~~revenues, ~~and~~if ~~the acquisition and exploration of the mineral claims. We have not earned~~ any, ~~revenues~~we asmay ofnever ~~the~~achieve ~~date of this report~~profitability.

7.Prior ~~Because~~to completion of ~~the~~our ~~unique~~exploration ~~difficulties~~stage, ~~and~~we ~~uncertainties~~anticipate ~~inherent~~that inwe ~~mineral~~will ~~exploration~~incur ~~and~~increased operating expenses without realizing any revenues due to the ~~mining~~significant ~~business~~expenditures required to bring a property to the point where it is producing revenue. Therefore, we ~~face~~expect ato ~~high~~incur ~~risk~~significant losses into the foreseeable future. If we are unable to generate significant revenues from the exploration of ~~business~~our ~~failure~~mineral claims we will not be able to earn profits or continue operations.

~~Potential investors should be aware of the difficulties normally encountered by early-stage mineral exploration companies and the high rate of failure of such enterprises~~6. The ~~likelihood~~failure ~~of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan~~ to ~~undertake.~~hire ~~These~~qualified ~~potential~~employees ~~problems~~or ~~include,~~consultants ~~but~~would ~~are~~damage ~~not~~our ~~limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates~~business.

Due to the highly technical nature of our business, we will depend greatly on attracting and retaining experienced management and highly qualified and trained personnel. We will compete with other companies intensely for qualified and well trained professionals in our industry. If we cannot hire or retain, and effectively integrate, a sufficient number of qualified and experienced professionals, this will have a material adverse effect on our capacity to sustain and grow our business.

In7. Because ~~addition,~~our ~~the~~officer ~~search~~and ~~for~~directors ~~valuable~~serve ~~minerals~~as ~~involves~~officers ~~numerous~~and ~~hazards.~~directors Asof aother ~~result,~~companies weengaged ~~may~~in ~~become~~mineral ~~subject to liability for such hazards~~exploration, ~~including~~a ~~pollution,~~potential ~~cave-ins~~conflict ~~and~~of ~~other~~interest ~~hazards~~could ~~against~~negatively ~~which~~impact weour ~~cannot~~ability ~~insure~~to oracquire ~~against~~properties ~~which~~to weexplore ~~may~~and ~~elect not~~ to ~~insure.~~run ~~The payment of such liabilities may have a material adverse effect on~~ our ~~financial position~~business.

8Our directors and our officer work for other mining and mineral exploration companies. Due ~~Because~~to wetime ~~anticipate~~demands placed on our ~~operating~~directors ~~expenses~~and ~~will~~our ~~increase~~officer, ~~prior~~and due to the competitive nature of the exploration business, the potential exists for conflicts of interest to occur from time to time that could adversely affect our ~~earning~~ability ~~revenues~~to conduct our business. The officer and directors’ full-time employment with other entities limits the amount of time they can dedicate to us as a director or officer. Also, our directors and officer may have a conflict of interest in helping us identify and obtain the rights to mineral properties because they may also be considering the same properties which may result in the loss of a business opportunity for our company. Our director, William Eastwood has also provided consulting services on a part-time basis since 2007 to MinQuest, with which we are a party to a Lease Agreement and Property Agreement. To mitigate these conflicts of interest and risks, we work with several geologists in order to ensure that we are not overly reliant on Mr. Eastwood to provide us with geological services. To date Mr. Eastwood has not performed any geological consulting services for the Company. However, we cannot be certain that a conflict of interest will not arise in the future which may ~~never~~have ~~achieve~~an ~~profitability~~adverse effect on our business or prospects.

~~Prior~~8. Because ~~to completion~~ of our ~~exploration~~reliance ~~stage,~~on weMinQuest anticipate that we will incur increased operating expenses without realizing any revenues. Therefore, we expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of our ~~mineral~~operations ~~claims~~would ~~we will not~~ be ~~able~~severely toimpacted ~~earn~~should ~~profits~~our orrelationship ~~continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors~~ with noMinQuest ~~assurance~~be ~~that~~terminated wefor ~~will generate~~ any ~~operating revenues or ever achieve profitable operations~~reason. ~~If we are unsuccessful in addressing these risks, our business will most likely fail.~~

9.Both ~~Because~~of ~~access~~our Properties have been leased or optioned from MinQuest. In addition, to date all of our ~~mineral~~exploration ~~claims~~activity ison ~~restricted~~the Properties has been undertaken by ~~inclement~~MinQuest. As ~~weather~~a weresult, ~~may~~MinQuest has significant knowledge about our Properties and it would be ~~delayed~~very indifficult for us to replace MinQuest should our ~~exploration~~relationship with them be terminated for any reason.

~~Access to our mineral properties is restricted through some of the year due to weather in the local area~~9. If Aswe ado ~~result,~~not ~~any~~complete ~~attempt to test or explore~~ the ~~property~~required isoption ~~largely~~payments ~~limited~~and tocapital ~~the~~expenditure ~~times~~requirements ~~when~~mandated ~~weather~~in ~~permits~~our ~~such~~agreements ~~activities.~~with ~~These~~MinQuest ~~limitations~~we ~~can~~will ~~result~~lose inour ~~significant~~interest ~~delays~~ in ~~exploration~~that ~~efforts.~~Property ~~Such~~and ~~delays can have a significant negative effect on~~ our ~~results~~business ofmay ~~operations~~fail.

~~10.~~If ~~Because~~we ~~our~~do ~~President~~not ~~has~~make ~~only~~all ~~agreed~~of the property lease or option payments to ~~provide~~MinQuest ~~his~~or ~~services~~incur onthe arequired ~~part-time~~expenditures ~~basis,~~in heaccordance with the respective property agreements we will lose our ability to option or acquire the property for which we have not made the payments and may not be able orto ~~willing~~continue to ~~devote~~execute aour ~~sufficient~~business ~~amount~~objectives ofif ~~time~~we are unable to find an alternate exploration interest. Since our ~~business~~payment ~~operations~~obligations are non-refundable, ~~causing~~if we do not make any payments, we will lose any payments previously made and all our ~~business~~rights to ~~fail~~the respective property.

Mr. Basrai, our sole officer, owns and operates several businesses. As a result of his duties and responsibilities with the other businesses Mr. Basrai provides his management services to a number of companies. Because we are in the early stages of our business, Mr. Basrai will not be spending all of his time working for the Company. Mr. Basrai will expend enough time to oversee the work programs that have been approved by the Company. Later, if the demands of our business require additional time from Mr. Basrai, he is prepared to adjust his timetable to devote more time to our business. However, it still may not be possible for Mr. Basrai to devote sufficient time to the management of our business, as and when needed, especially if the demands of Mr. Basrai’s other interests increase. Competing demands on Mr. Basrai’s time may lead to a divergence between his interests and the interests of our shareholders.

1110. Because ~~Mr.~~of ~~Eastwood~~the isspeculative anature ~~director~~ of ~~our~~exploration ~~Company~~ and ~~also~~development ~~periodically~~of ~~performs~~natural ~~consulting~~resources, ~~work~~there ~~for~~is ~~MinQuest which could lead to~~ a ~~conflict~~substantial ofrisk ~~interest~~that ~~between~~our ~~Mr.~~business ~~Eastwood,~~will ~~the Company, and MinQuest~~fail.

~~Mr.~~The ~~Eastwood~~search ~~is a contract geologist~~ for ~~MinQuest~~valuable ~~and~~natural isresources ~~also~~on ~~a director of~~ our ~~Company. There~~Properties is aextremely ~~risk~~risky ~~that~~as ~~Mr. Eastwood may have a conflict of interest regarding~~ the ~~time~~exploration hefor ~~has~~natural ~~available~~resources tois ~~perform~~a ~~duties~~speculative ~~for~~venture ~~the~~involving ~~Company~~substantial ifrisk. ~~his~~Few ~~responsibilities~~properties ~~with~~that ~~MinQuest~~are ~~did~~explored ~~not~~are ~~allow~~ultimately ~~him~~developed tointo beproducing ~~available to the Company~~mines. In ~~addition,~~Problems ~~there~~such isas aunusual ~~risk~~or ~~that~~unexpected heformations ~~may~~and ~~become~~other ~~aware~~conditions ofare ~~information~~involved ~~regarding~~in ~~our~~mineral ~~properties~~exploration ~~that~~and ~~may~~often ~~put~~result ~~him~~ in aunsuccessful ~~conflict~~exploration ~~of interest situation with either MinQuest or the Company~~efforts. ToBecause ~~date,~~the ~~Mr.~~probability ~~Eastwood~~of ~~has~~an ~~not~~individual ~~undertaken~~prospect ~~any~~ever ~~work~~having onreserves ~~the~~is ~~Company’s~~extremely ~~property~~remote, asin all ~~work~~probability ~~performed~~the byProperties ~~MinQuest~~do ~~has~~not ~~been~~contain ~~completed~~any byreserves, ~~other~~and ~~MinQuest~~any ~~contractors. In~~funds ~~addition,~~we ~~the~~spent ~~time~~on ~~required~~exploration ofwill ~~Mr.~~probably ~~Eastwood~~be bylost. ~~the~~In ~~Company~~such ~~has~~a ~~not~~case, ~~to-date~~we ~~created~~would abe ~~conflict~~unable ~~between~~to ~~the~~complete ~~Company~~our ~~and~~business ~~MinQuest~~plan.

~~12.~~Mineral Asexploration weinvolves ~~undertake~~a ~~exploration~~high degree of ~~our~~risk ~~mineral~~and ~~claims,~~exploration projects are frequently unsuccessful. To the extent that we ~~will~~continue to be ~~subject~~involved toin ~~compliance~~mineral ~~with~~exploration, ~~government~~the ~~regulation~~long-term ~~that~~success ~~may~~of ~~increase~~our ~~the~~operations ~~anticipated~~will be related to the cost and success of our exploration programs. The risks associated with mineral exploration include:

~~There~~· ~~are several governmental regulations that materially restrict mineral exploration. We will be subject to~~ the ~~federal,~~identification ~~state and local laws~~ of ~~the~~potential ~~United~~mineralization ~~States~~based ~~and~~on ~~Nevada~~superficial as we carry out our exploration programs. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration programs.analysis;

~~13.~~· ~~Our~~the ~~auditors’~~quality ~~opinion~~of on our ~~April~~management ~~30, 2011~~ and ~~2010 financial statements includes an explanatory paragraph in respect of there being substantial doubt about~~ our ~~ability~~geological toand ~~continue~~technical asexpertise; ~~a going concern.~~and

We· ~~have incurred net losses of $99,484 from September 16, 2009 (inception) to April 30, 2011. Our financial statements do not include any adjustments relating to~~ the ~~recoverability~~capital ~~and~~available ~~classification~~for ofexploration ~~recorded assets, or the amounts of~~ and ~~classification of liabilities that might be necessary in the event the Company cannot continue in existence~~development. We anticipate generating losses for at least the next 12 months. Therefore, there is substantial doubt about our ability to continue operations in the future as a going concern. We will need to obtain additional funds in the future. Our plans to deal with this cash requirement include loans from existing shareholders, raising additional capital from the public or private sale of equity or entering into a strategic arrangement with a third party. If we cannot continue as a viable entity, our shareholders may lose some or all of their investment in our company.

Substantial expenditures are required to determine if a project has economically mineable mineralization. It may take several years to establish proven and probable reserves and to develop and construct mining and processing facilities.

11. We may not be able to compete with current and potential exploration companies, some of whom have greater resources and experience than we do in developing mineral reserves.

The natural resource market is intensely competitive, highly fragmented and subject to rapid change. We may be unable to compete successfully with our existing competitors such as other junior exploration companies or with any new competitors. We compete with many exploration companies which have significantly greater personnel, financial, managerial, and technical resources than we do. This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business.

12. We may not have the funds to purchase all of the supplies, manpower and materials we need to begin exploration which could cause us to delay or suspend operations.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, manpower and certain equipment such as drill rigs, bulldozers and excavators that we might need to conduct exploration. If there is a shortage or scarcity, we cannot compete with larger companies in the exploration industry for supplies, manpower and equipment. In the event that the prices for such resources rise above our affordability levels, we may have to delay or suspend operations. In the event we are forced to limit our exploration activities, we may not find any minerals, even though our Properties may contain mineralized material. Without any minerals we cannot generate revenues and shareholders may lose their investment in our company.

1413. The ~~Our~~prices ~~principal~~of ~~shareholder~~metals ~~who~~are ishighly ~~also~~volatile ~~a director~~ and ~~our sole officer owns~~ a ~~controlling~~decrease ~~interest~~ in ~~our~~metals ~~voting~~prices ~~stock and investors will not have any voice in our management, which~~ could result in ~~decisions~~us ~~adverse~~incurring ~~to our general shareholders~~losses.

~~Our~~The ~~sole~~profitability ~~officer~~of ~~owns~~natural 80resource operations are directly related to the market prices of the underlying commodities.~~84%~~ The market prices of metals fluctuate significantly and are affected by a number of factors beyond our ~~outstanding~~control, ~~common~~including, ~~stock~~but not limited to, the rate of inflation, the exchange rate of the dollar to other currencies, interest rates, and global economic and political conditions. Price Asfluctuations in the metals markets from the time development of a ~~result~~mine heis ~~has~~undertaken and the ~~ability~~time production can commence can significantly affect the profitability of a mine. Accordingly, we may begin to ~~control~~develop ~~substantially~~a ~~all~~mineral ~~matters~~property ~~submitted~~at a time when the price of the underlying metals make such exploration economically feasible and, subsequently, incur losses because metals prices have decreased. Adverse fluctuations of metals market price may force us to ~~our~~curtail ~~stockholders~~or ~~for~~cease ~~approval~~our ~~including:~~business operations.

·14. Because ~~election~~our ofbusiness ~~our~~involves ~~board~~numerous operating hazards, we may be subject to claims of ~~directors;~~a significant size which would be costly to rectify.

·Our ~~removal~~proposed business is subject to the usual hazards inherent in exploring for minerals, such as general accidents, explosions, chemical exposure, and craterings. The occurrence of ~~any~~these or similar events could result in the suspension of operations, damage to or destruction of equipment, injury or death to personnel resulting in substantial liability to us. Operations also may be suspended because of machinery breakdowns, abnormal climatic conditions, failure of subcontractors to perform or supply goods or services or personnel shortages. The occurrence of any such contingency would require us to incur additional costs and could force us to cease our ~~directors;~~operations, which will cause you a loss of your investment.

·Difficulties, ~~amendment~~such as unusual or unexpected rock formations encountered by workers but not indicated on a map, or other conditions may be encountered in the gathering of samples and information, and could delay our ~~Articles~~exploration program. We do not currently carry insurance to protect against these risks and we may not obtain such insurance in the future. Even if we do obtain insurance, the nature of ~~Incorporation~~these risks is such that liabilities could exceed policy limits or ~~bylaws;~~be excluded from coverage. The costs, which could be associated with any liabilities, not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, thereby hurting our financial position, potential future earnings, and competitive positions and the cessation of our operations.

·15. Failure ~~adoption~~to ofcomply ~~measures~~with ~~that~~regulations ~~could delay~~ or ~~prevent~~damage ato ~~change~~the inenvironment ~~control~~from orour ~~impede~~operations amay ~~merger,~~subject ~~takeover~~us orto ~~other~~significant ~~business combination involving us~~claims.

AsMineral aresource ~~result~~exploration, ofproduction ~~his ownership~~ and ~~position,~~related ~~our~~operations ~~sole~~are ~~executive~~subject ~~officer is able~~ to ~~influence~~extensive ~~all~~rules ~~matters~~and ~~requiring~~regulations ~~shareholder~~of ~~approval~~federal, ~~including~~state ~~the election of directors~~ and ~~approval~~local ~~of significant corporate transactions~~agencies. InFailure ~~addition, it is possible for our sole executive officer~~ to ~~modify~~comply ~~his~~with ~~share~~these ~~purchase~~rules ~~agreement~~and ~~such~~regulations ~~that~~can heresult ~~could~~in ~~force~~substantial ~~the repurchase of his shares and remain on the board~~penalties. ~~Also,~~Our ~~sales~~cost of ~~significant~~doing ~~amounts~~business ofmay ~~shares~~be ~~held~~affected by ~~our sole executive officer, or~~ the ~~prospect~~regulatory ofburden ~~these~~on ~~sales, could affect~~ the ~~market~~mineral ~~price~~industry ofsince ~~our common stock if~~ the ~~marketplace~~rules ~~does not orderly adjust to the increase in shares in the market~~ and ~~the~~regulations ~~value~~frequently ofare ~~your~~amended ~~investment~~or ~~in the Company may decrease~~interpreted. ~~Management's~~We ~~stock~~cannot ~~ownership~~predict ~~may~~the ~~discourage~~future acost ~~potential acquirer from making a tender offer~~ or ~~otherwise~~impact ~~attempting to obtain control~~ of ~~us,~~complying ~~which~~with inthese ~~turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price~~laws.

RISKS RELATING TO OUR COMMON SHARES

15. We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize the issuance of 100,000,000 common shares, of which 25,940,000 shares are issued and outstanding. The future issuance of our common shares may result in substantial dilution in the percentage of our common shares held by our then existing shareholders. We may value any common shares issued in the future on an arbitrary basis. The issuance of common shares for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common shares.

16. Our common shares are subject to the "Penny Stock" Rules of the SEC and we have no established market for our securities, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

·Environmental ~~that~~enforcement aefforts ~~broker~~with orrespect ~~dealer~~to ~~approve~~mineral aoperations ~~person’s~~have ~~account~~increased ~~for~~over ~~transactions~~the inyears, ~~penny~~and ~~stocks;~~it is possible that regulation could expand and ·have ~~the~~a ~~broker~~greater orimpact ~~dealer~~on ~~receive~~future ~~from~~mineral ~~the~~exploration ~~investor~~operations. Although aour ~~written~~management ~~agreement~~intends to ~~the~~comply ~~transaction~~with all legislation and/or actions of local, ~~setting~~provincial, ~~forth~~state ~~the~~and ~~identity~~federal governments, non-compliance with applicable regulatory requirements could subject us to penalties, fines and ~~quantity~~regulatory ofactions, the ~~penny~~cost ~~stock~~of towhich could harm our results of operations. We cannot be ~~purchased~~sure that our proposed business operations will not violate environmental laws in the future.

InOur ~~order~~operations and properties are subject to ~~approve~~extensive federal, state, and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to safety and health. These laws and regulations may do any of the following: (i) require the acquisition of a ~~person's~~permit ~~account~~or ~~for~~other ~~transactions~~authorization inbefore ~~penny~~exploration ~~stocks~~commences, (ii) restrict the ~~broker~~types, quantities and concentration of various substances that can be released into the environment in connection with exploration activities, (iii) limit or ~~dealer~~prohibit ~~must:~~mineral exploration on certain lands lying within wilderness, wetlands and other protected areas, (iv) require remedial measures to mitigate pollution from former operations and (v) impose substantial liabilities for pollution resulting from our proposed operations. Non-compliance with laws, including environmental laws could result in significant costs and liabilities that would adversely affect our finances and force us to cease operations.

·16. Because ~~obtain~~access ~~financial~~to ~~information~~our ~~and~~mineral ~~investment~~claims ~~experience~~is ~~objectives~~limited ofduring ~~the~~inclement ~~person;~~weather ~~and~~conditions ·delays ~~make a reasonable determination that the transactions~~ in ~~penny~~our ~~stocks~~exploration ~~are~~could ~~suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks~~occur.

The ~~broker~~business orof ~~dealer~~mining ~~must~~for ~~also~~gold ~~deliver~~and other metals is generally subject to a number of risks and hazards including natural phenomena such as inclement weather conditions, ~~prior~~floods, blizzards and earthquakes. Access to ~~any~~our ~~transaction~~mineral inproperties ais ~~penny~~restricted ~~stock~~during these weather conditions. Furthermore, during the winter months exploration cannot be done on the properties. As a ~~disclosure~~result, ~~schedule~~any ~~prescribed~~attempt byto test or explore the ~~Commission~~properties ~~relating~~is largely limited to the ~~penny~~times ~~stock~~when ~~market,~~weather ~~which,~~conditions permits such activities. These limitations may result in ~~highlight~~significant ~~form:~~delays in exploration efforts. Such delays may have a significant negative effect on our results of operations.

·17. Our ~~sets~~principal ~~forth~~stockholder, ~~the~~who ~~basis~~is onalso ~~which~~our ~~the~~sole ~~broker~~executive orofficer ~~dealer~~and ~~made~~director, ~~the~~owns ~~suitability~~a ~~determination;~~controlling ~~and~~interest ·in ~~that~~our ~~the~~voting ~~broker~~stock orand ~~dealer~~is ~~received~~able ato influence ~~signed,~~all ~~written~~matters ~~agreement~~requiring ~~from~~shareholder ~~the~~approval ~~investor~~and ~~prior~~approval toof ~~the~~significant ~~transaction~~corporate transactions.

~~Generally,~~Our ~~brokers~~principal ~~may~~shareholder bebeneficially ~~less~~owns ~~willing~~approximately to62.7% ~~execute~~of ~~transactions~~our inoutstanding ~~securities~~common ~~subject to the "penny~~ stock~~" rules~~. ~~This~~ ~~may~~As ~~make~~a itresult, ~~more~~this ~~difficult~~shareholder ~~for~~will ~~investors~~have tothe ~~dispose~~ability ofto ~~our~~control ~~common~~substantially ~~shares~~all ~~and~~matters ~~cause~~submitted ato ~~decline~~our instockholders ~~the~~for ~~market~~approval ~~value of our stock.~~including:

~~Disclosure~~• ~~also~~election ~~has to be made about the risks~~ of ~~investing~~our inboard penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.directors;

~~17.~~• ~~Because~~removal weof ~~do not intend to pay~~ any ~~cash~~of ~~dividends on~~ our ~~common shares, our stockholders will not be able to receive a return on their shares unless they sell them.~~directors;

We• ~~intend~~amendment ~~to retain any future earnings to finance the development and expansion~~ of our ~~business.~~Articles Weof doIncorporation ~~not~~or ~~anticipate~~bylaws; ~~paying any cash dividends on our common shares in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.~~and

~~Item~~• ~~1B. Unresolved~~adoption ~~Staff~~of ~~Comments~~measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

There are no unresolved staff comments.

~~Item 2~~18. ~~Description~~ Because our sole executive officer has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of ~~Properties~~time to our business operations, causing our business to fail.

WeMr. doBasrai, ~~not~~our ~~own~~sole ~~any~~officer, ~~real~~owns ~~property~~and operates several businesses. As Wea ~~currently~~result ~~maintain~~of ~~our~~his ~~corporate~~duties ~~office~~and ~~space~~responsibilities atwith ~~200~~the Sother ~~Virginia,~~businesses ~~8th~~Mr. ~~Floor,~~Basrai ~~Reno,~~provides ~~Nevada,~~his ~~89501~~management ~~pursuant~~services to a ~~one-year~~number ~~lease~~of companies. Because we are in the early stages of our business, Mr. Basrai will not be spending all of his time working for ~~$169~~the ~~per~~Company. ~~month~~Mr. ~~Management~~ ~~believes~~Basrai will expend enough time to oversee the work programs that have been approved by the Company. Later, if the demands of our ~~office~~business ~~space~~require additional time from Mr. Basrai, he is ~~suitable~~prepared to adjust his timetable to devote more time to our business. However, it still may not be possible for Mr. Basrai to devote sufficient time to the management of our business, ~~current~~as ~~needs~~and when needed, especially if the demands of Mr. Basrai’s other interests increase. Competing demands on Mr. Basrai’s time may lead to a divergence between his interests and the interests of our shareholders.

InRISK ~~the~~FACTORS ~~following~~RELATING ~~discussion~~TO ~~relating~~OUR toCOMMON our interests in real property, there are references to “patented” mining claims and “unpatented” mining claims. A patented mining claim is one for which the U.S. government has passed its title to the claimant, giving that person title to the land as well as the minerals and other resources above and below the surface. The patented claim is then treated like any other private land and is subject to local property taxes. An unpatented mining claim on U.S. government lands establishes a claim to the locatable minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes. No title to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to) the claim. If one purchases an unpatented mining claim that is later declared invalid by the U.S. government, one could be evicted.STOCK

19. We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorizes the issuance of 100,000,000 shares of common stock, par value $.0001 per share, of which 47,820,000 shares are currently issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

20. Our sole executive officer who is also a director owns a controlling interest in our voting stock and may take actions that are contrary to your interests, including selling their stock.

Our sole executive officer, who is also a director, beneficially owns approximately 62.7% of our outstanding common stock. If and when he is able to sell his shares in the market, such sales within a short period of time could adversely affect the market price of our common stock if the marketplace does not orderly adjust to the increase in the number of shares in the market. This will result in a decrease in the value of your investment in the Company. Management's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

~~Map~~21. Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our ~~Marietta~~securities is limited, which makes transactions in our stock cumbersome and ~~Crescent~~may ~~Fault~~reduce ~~Properties~~the ~~located~~value of an investment in ~~Nevada~~our stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (i) obtain financial information and investment experience objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them at a price higher than that which they initially paid for such shares.

~~Marietta~~22. Currently ~~Property~~there is only a very limited public market for our securities, and there can be no assurances that any active market will ever develop and, even if developed, it is likely to be subject to significant price fluctuations.

~~Acquisition~~Our ofcommon ~~Interest~~shares commenced trading on the OTC:BB on July 19, 2011 and there has only been a limited trading market for our common stock. There can be no assurances as to whether:

On· May 18, 2010 we executed the Minerals Lease and Agreement with MinQuest whereby we obtained the right to conduct mineral exploration activities on and in the property with the subsequent right to participate in the development of minerals from the property. There are no minimum annual exploration expenditures required under the Lease Agreement. However, any ~~exploration~~active ~~programs~~trading ~~undertaken~~market byfor usour ~~during~~shares ~~the~~will lease period shall carryforward and be credited against any future property option agreement should such a property option agreement be executed between us and MinQuest. Upon execution of the Lease Agreement, we paid MinQuest $5,000 as well as reimbursed MinQuest $756 relating to property holding costs.develop;

~~Under~~· the ~~agreement~~prices ~~with~~at ~~MinQuest,~~which ~~all of~~ our ~~payment~~common ~~obligations~~stock ~~are non-refundable. If we do not make any payments under the agreement we~~ will ~~lose~~trade; ~~any payments made and all our rights to the property. MinQuest has retained a 3% royalty of the aggregate proceeds received by the Company from any smelter~~ or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties. All of the $5,000 annual lease payments under the agreement shall be treated as advance royalty payments and will be an offset to the production royalty due until the total amount paid to lessor has been recouped.

~~The~~· ~~Company~~the ~~may~~extent ~~use~~to ~~MinQuest~~which ~~for~~investor ~~its~~interest ~~mineral~~in ~~exploration~~us ~~expertise~~will onlead to the ~~property.~~development ~~Furthermore~~of an active, ~~both~~liquid ~~the~~trading ~~Company~~market. ~~and~~Active ~~MinQuest~~trading ~~have~~markets ~~the~~generally ~~right~~result toin ~~assign,~~lower ~~sell,~~price ~~mortgage~~volatility orand ~~pledge~~more ~~their~~efficient ~~rights~~execution inof ~~the~~buy ~~agreement~~and orsell onorders ~~the~~for ~~property~~investors.

~~The~~In ~~Lease~~addition, ~~Agreement~~our ~~will~~common ~~terminate~~stock ifis ~~the~~unlikely ~~Company fails~~ to ~~comply~~be ~~with~~followed by any ofmarket ~~its~~analysts, ~~obligations~~and ~~under~~there ~~the~~may ~~Agreement~~be ~~and~~few ~~fails~~institutions toacting ~~cure~~as ~~such~~market ~~alleged~~makers ~~breach~~for our common stock. IfEither of these factors could adversely affect the ~~Company~~liquidity ~~gives~~and ~~notice~~trading ~~that~~price itof ~~denies~~our common stock. Until a ~~default~~market ~~has~~develops ~~occurred~~in our common stock, if ever, the ~~matter~~price ~~shall~~at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined ~~finally~~in ~~through~~the ~~such~~marketplace ~~means~~and may be influenced by many factors, including the depth and liquidity of ~~dispute~~the ~~resolution~~market asfor ~~such~~shares ~~matter~~of ~~has~~our ~~been~~common ~~subjected~~stock, developments affecting our business, including the impact of the factors referred to byelsewhere ~~either~~in ~~party~~these Risk Factors, investor perception of our company and general economic and market conditions. ~~The~~No ~~agreement~~assurances can be ~~terminated~~given bythat ~~the~~a ~~Company~~market bywill ~~providing~~ever ~~MinQuest~~develop ~~with~~for 60the ~~days~~shares ~~written~~of ~~notice~~our common stock.

~~Description~~23. Since ~~and~~our ~~Location~~shares ofare quoted on the ~~Marietta~~OTC ~~Property~~Bulletin Board, sales of our shares relying upon rule 144 may depress prices in that market by a material amount.

The ~~Marietta~~majority isof ~~located~~the inoutstanding ~~Mineral~~shares ~~County,~~of ~~Nevada~~our ~~and~~common ~~currently~~stock ~~consists~~held by present shareholders are "restricted securities" within the meaning of 5Rule ~~unpatented~~144 ~~claims~~under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. On November 15, 2007, the Securities and Exchange Commission adopted changes to Rule 144, which, would shorten the holding period for sales by non-affiliates to six months (subject to extension under certain circumstances) and remove the volume limitations for such persons. The ~~town~~changes became effective in February 2008. Rule 144 provides in essence that an affiliate who has held restricted securities for a prescribed period may, under certain conditions, sell every three months, in brokerage transactions, a number of ~~Mina~~shares that does not exceed 1% of a company's outstanding common stock. The alternative average weekly trading volume during the four calendar weeks prior to the sale is 50not kmavailable ~~away~~to our shareholders being that the (“OTCBB”) is not an "automated quotation system" and, ~~Tonopah~~accordingly, market based volume limitations are not available for securities quoted only over the OTCBB. As a result of the revisions to Rule 144 discussed above, there is ~~120~~no kmlimit ~~north~~on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for a period of six months, if the Company has filed its required reports. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

~~Exploration~~24. We ~~History~~may be exposed to potential risks resulting from requirements under Section 404 of the ~~Marietta~~Sarbanes-Oxley ~~Property~~Act of 2002.

~~Exploration~~We ~~history~~are ~~includes~~required, ~~some~~pursuant ~~small unrecorded production from the property that likely occurred between the early 1900’s and 1940’s. Modern exploration was confined~~ to ~~work~~Section ~~conducted~~404 ~~by American Gold Resources (“AGR”) from 1989 to 1992. AGR completed a total~~ of ~~59 drill holes testing~~ the ~~above~~Sarbanes-Oxley ~~referenced~~Act ~~resource~~of ~~area. Of this amount~~2002, 33to ~~holes~~include ~~were~~in ~~drilled~~our onannual 50report ~~feet~~our ~~centers~~assessment ~~while~~of the ~~remaining~~effectiveness ~~holes~~of ~~were~~our ~~drilled~~internal oncontrol ~~200~~over ~~feet~~financial ~~centers~~reporting. ~~Drilling~~We todo anot ~~depth~~have ~~of 350 feet has defined~~ a ~~mineralized~~sufficient ~~zone~~number ~~that is mostly hosted within a graben~~ of ~~calcareous~~employees ~~sandstone~~to ~~with~~segregate ~~quartz~~responsibilities ~~veins. A graben is an elongated depression between geologic faults~~ and amay ~~vein~~be isunable ato ~~narrow~~afford ~~mass~~increasing ofour ~~rock~~staff ~~intersecting~~or ~~other~~engaging ~~rocks,~~outside ~~and~~consultants ~~filling inclined~~ or ~~vertical~~professionals ~~fissures not corresponding with the stratification. Further work is needed~~ to ~~determine~~overcome ~~the~~our ~~strike~~lack ~~and extent and depth~~ of ~~the mineralization~~employees.

~~Geology~~We expect to incur significant continuing costs, including accounting fees and staffing costs, in order to maintain compliance with the internal control requirements of the ~~Marietta~~Sarbanes-Oxley Act of 2002. Development of our business will necessitate ongoing changes to our internal control systems, processes and information systems. Currently, we have no employees, other than our sole officer and director. As we engage in the exploration of our mineral claim, hire employees and consultants, our current design for internal control over financial reporting will not be sufficient to enable management to determine that our internal controls are effective for any period, or on an ongoing basis. Accordingly, as we develop our business, such development and growth will necessitate changes to our internal control systems, processes and information systems, all of which will require additional costs and expenses.

~~The~~In ~~Marietta is located within~~ the ~~Walker~~future, ~~Lane~~if ~~trend. The~~we ~~Walker~~fail ~~Lane~~to iscomplete athe ~~linear~~annual ~~north-northwest~~Section ~~trending~~404 ~~depression~~evaluation ~~extending~~in ~~some~~a ~~800~~timely kmmanner, ~~(500~~we ~~miles)~~could ~~north~~be ~~from~~subject ~~the Garlock Fault-Las Vegas area~~ to ~~south-central~~regulatory ~~Oregon.~~scrutiny ~~Within it are Walker, Goose,~~ and ~~Pyramid~~a ~~Lakes.~~loss ~~This trough is part~~ of ~~the~~public ~~Walker~~confidence ~~Lane~~in ~~Fault~~our ~~Zone,~~internal acontrols. ~~major~~In ~~tectonic system that includes Owens and Death Valleys and several prominent faults~~addition, ~~and~~any isfailure ~~the~~to ~~site~~implement ofrequired ~~many~~new ~~contemporary~~or ~~earthquakes.~~improved ~~Located at the juncture of two contrasting tectonic styles~~controls, ~~the~~or ~~Sierra~~difficulties ~~Nevada~~encountered ~~and~~in ~~the~~their ~~Basin and Range~~implementation, ~~the~~could ~~Walker~~harm ~~Lane~~our ~~region~~operating isresults ~~deforming~~or incause aus ~~complex~~to ~~way~~fail byto ~~both~~meet ~~extensional~~our ~~and~~reporting ~~transcurrent (sliding) fault movements~~obligations.

~~The~~If ~~Walker~~we ~~Lane~~fail ~~shear~~to ~~zone~~establish ~~straddles the border between Nevada~~ and ~~California~~maintain ~~and~~an ~~has~~effective asystem ~~long~~of ~~history~~internal ofcontrol, ~~exploration~~we ~~and~~may ~~mining,~~not ~~dating~~be ~~back~~able to ~~the~~report ~~discovery~~our offinancial ~~the~~results ~~famous~~accurately ~~Comstock~~or ~~Lode~~to inprevent ~~the~~fraud. Any ~~late~~inability ~~1850s.~~to ~~The~~report ~~Walker~~and ~~Lane~~file isour ~~notable~~financial ~~for~~results ~~its~~accurately ~~numerous~~and ~~occurrences~~timely ofcould ~~volcanic-hosted~~harm ~~epithermal~~our ~~gold~~reputation and ~~silver~~adversely ~~deposits. The~~impact ~~project~~the ~~area~~trading ~~covers~~price ~~sheared~~of ~~and~~our ~~brecciated~~common ~~silciclastic~~stock. ~~rocks~~As ofa ~~the~~result, ~~Triassic~~our ~~Excelsior~~small ~~Formation~~size ~~intruded~~and byany acurrent ~~porphyryitic~~internal ~~quartz-monzonite~~control ofdeficiencies ~~Laramide~~may ~~age. The~~adversely ~~mineralized~~affect ~~zone~~our isfinancial ~~mostly~~condition, ~~hosted~~results ~~within a graben~~ of ~~calcareous~~operation ~~sandstone~~and ~~with~~access ~~quartz~~to ~~veins~~capital.

~~Current~~25. Because ~~State~~we are not subject to compliance with rules requiring the adoption of ~~Exploration~~certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.

The ~~Marietta~~Sarbanes-Oxley ~~claims~~Act ~~presently~~of do2002, ~~not~~as ~~have~~well ~~any~~as ~~mineral~~rule ~~resources~~changes orproposed ~~reserves~~and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. ~~There~~These ismeasures noare ~~mining~~designed ~~plant~~to orenhance ~~equipment~~the ~~located~~integrity ~~within~~of corporate management and the ~~property~~securities ~~boundaries~~markets and apply to securities which are listed on those exchanges or the Nasdaq Stock Market. ~~Currently,~~Because ~~there~~we isare nonot ~~power~~presently ~~supply~~required to comply with many of the ~~mineral~~corporate ~~claims~~governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than necessary, we have not yet adopted these measures.

~~Geological~~Because ~~Exploration~~none ~~Program~~of our directors are independent, we do not currently have independent audit or compensation committees. As a result, the directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our shareholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

~~MinQuest~~26. Because ~~has~~we ~~provided~~do anot ~~work~~intend ~~plan for the first year that will include scanning all currently available data, georeferencing all maps in order~~ to ~~digitize~~pay ~~drill~~any ~~hole~~cash ~~locations,~~dividends ~~geology~~on ~~and~~our ~~geochemistry. A~~shares ~~spread sheet~~ of ~~drill~~common ~~hole information will be compiled from the known historical drilling. All drill hole coordinates~~stock, ~~drill~~our ~~hole~~stockholders ~~assays, oxidation boundaries and lithology~~ will benot ~~entered into a spread sheet allowing the development of cross-sections in electronic form using industry software. A ground truth of drill hole locations will~~ be ~~performed~~able ~~with a GPS~~ to ~~assess~~receive ~~the~~a ~~accuracy~~return ~~of the data. If any underground workings are open, mapping and sampling will be carried out~~ on ~~those~~their ~~underground~~shares ~~workings~~unless ~~that~~they ~~remain~~sell ~~open to determine the attitude of bedding, underground grades and depth of oxidation~~them.

~~MinQuest~~We ~~has~~intend ~~commenced work according~~ to ~~the~~retain ~~work~~any ~~plan.~~future Inearnings ~~October 2010, the process of scanning and digitizing the historical data was begun. The total work plan is expected~~ to ~~incur~~finance approximately 1,000 hours that will range from time spent scanning data to analysis by geologists. The work will be completed by MinQuest and its network of contractors. Herb Duerr, a geologist and the ~~Vice~~development ~~President of MinQuest will do the field work, management,~~ and ~~senior~~expansion ~~level analysis while a junior level geologist~~ of ~~Desert~~our ~~Pacific, is currently performing the data scanning~~business. ~~Nevada~~ ~~Blue~~We ~~has~~do ~~been scanning and printing the larger items. It is~~ not ~~expected~~anticipate ~~that~~paying ~~Mr. Eastwood, a director of the Company and a part-time consultant to MinQuest , will be performing~~ any ofcash ~~the~~dividends ~~work~~on toour becommon ~~done~~stock byin ~~MinQuest or its network of subcontractors on~~ the ~~Marietta~~foreseeable ~~property~~future. ~~While~~Unless ~~the~~we ~~Company~~pay ~~has no written agreements with MinQuest or its network of subcontractors~~dividends, ~~MinQuest~~our ~~has~~stockholders ~~informed~~will usnot ~~that~~be ~~the~~able ~~work~~ to bereceive ~~done~~a return on ~~the~~their ~~Marietta~~shares ~~property~~unless ~~will~~they besell ~~performed~~them byat ~~the~~a ~~Herb~~price ~~Duerr,~~higher ~~employees~~than ~~of his company Desert Pacific and Nevada Blue. It is currently anticipated~~ that ~~this~~which ~~work~~they ~~will~~initially bepaid ~~completed~~for bysuch ~~the fall of 2011 and in order to complete the work plan in this time frame it will take approximately 40 hours of time per week~~shares.

~~These~~Item ~~results will be evaluated to determine if one or more precious metals may exist within the property boundaries~~1B. ~~Our~~ Unresolved ~~planned~~Staff program includes compilation of all activities to the present with the goal of producing an outline of mineralized areas that will guide further exploration drilling. However, this program is exploratory in nature and no minable reserves may ever be found.Comments

There are no unresolved staff comments.

Item 2. Description of Properties

We do not own any real property. We currently maintain our corporate office space on a shared basis at 200 S Virginia, 8th Floor, Reno, Nevada, 89501 pursuant to a one-year lease for $169 per month. The lease expires in April 2013. Management believes that our office space is suitable for our current needs.

In the following discussion relating to our interests in real property, there are references to “patented” mining claims and “unpatented” mining claims. A patented mining claim is one for which the U.S. government has passed its title to the claimant, giving that person title to the land as well as the minerals and other resources above and below the surface. The patented claim is then treated like any other private land and is subject to local property taxes. An unpatented mining claim on U.S. government lands establishes a claim to the locatable minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes. No title to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to) the claim. If one purchases an unpatented mining claim that is later declared invalid by the U.S. government, one could be evicted.

Map of our Marietta and Crescent Fault Properties located in Nevada.

Crescent Fault Property

Acquisition of Interest

On April 4, 2011, Tundra executed a property option agreement (the “Property Option Agreement”) with MinQuest granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest, a natural resource exploration company. The property known as the Crescent Fault Property is located in Eureka County, Nevada and currently consists of 33 unpatented claims ~~(the ‘Property”)~~.

19Annual option payments and minimum annual exploration expenditures under the Property Option Agreement are as noted below:

Annual option payments and minimum annual exploration expenditures under Agreement are as noted below:


		Property		Work
		Payments		Expenditures

Upon Execution of the Agreement	$	20,000	$	-
By April 4, 2012		20,000		200,000
By April 4, 2013		65,000		200,000
By April 4, 2014		45,000		200,000
By April 4, 2015		60,000		250,000
By April 4, 2016		70,000		250,000
By April 4, 2017		80,000		300,000
By April 4, 2018		90,000		300,000
By April 4, 2019		100,000		350,000
By April 4, 2020		100,000		400,000
By April 4, 2021		250,000		750,000
	$	900,000	$	3,200,000

Upon execution of the Agreement the Company paid MinQuest $20,000 and well as reimbursed MinQuest for the Crescent Fault’s holdings and related property costs in the amount of $7,920.

~~Since~~The ~~our~~Company ~~payment~~has ~~obligations~~commenced ~~are~~its ~~non-refundable,~~exploration ifprogram weon ~~do not make any payments under~~ the ~~Agreement~~Crescent weFault ~~will lose any payments made and all our rights to the~~ Property. Ifbut ~~all~~as ~~said~~of ~~payments~~April ~~under the Agreement are made~~4, ~~then we will acquire all mining interests in the Property. If the Company fails to make any payment when due~~2012, the ~~Agreement gives the~~ Company ahad ~~60-day~~not ~~grace~~met ~~period~~its toproperty ~~pay~~expenditure ~~the~~requirement ~~amount~~ of ~~the deficiency~~$200,000. ~~MinQuest~~ ~~retained~~The aCompany 3%and ~~royalty~~MinQuest ofhave ~~the~~agreed ~~aggregate~~to ~~proceeds~~extend ~~received by~~ the ~~Company~~property ~~from~~exploration ~~any~~commitment ~~smelter~~such orthat ~~other purchaser of any ores, concentrates, metals or other material of commercial value produced from~~ the ~~Property~~$200,000 ~~minus~~due ~~the~~to ~~cost~~be ofspent ~~transportation~~by ofApril ~~the ores~~4, ~~concentrates~~2012 orhas ~~metals,~~been ~~including~~moved ~~related~~to ~~insurance,~~April ~~and smelting and refining charges~~4, ~~including penalties~~2013. The ~~Company~~result ~~shall~~of ~~have~~ the ~~one~~amendment ~~time~~is ~~right~~that ~~exercisable~~Tundra ~~for~~must 90now ~~days~~expend ~~following completion of a bankable feasibility study to buy up to two thirds (66.7%) of Minquest’s royalty (i.e. an amount equal to 2% of the royalty) for~~ $4400,000~~,000.~~ ~~The right to purchase the said royalty interest shall be exercised~~ by ~~the~~April ~~Company~~4, ~~providing~~2013. All ~~MinQuest~~other ~~with~~terms ~~notice~~ of the ~~purchase~~agreement ~~accompanied~~remain ~~by payment in the amount of $4,000,000~~unchanged.

The Company may use MinQuest for its mineral exploration expertise on the Property. Furthermore, both the Company and MinQuest have the right to assign, sell, mortgage or pledge their rights in each respective Agreement or on each respective Property. In addition, any mineral interests staked, located, granted or acquired by either the Company or MinQuest which are located within a 1 mile radius of the Property will be included in the option granted to the Company.21

20Since our payment obligations are non-refundable, if we do not make any payments under the Agreement we will lose any payments made and all our rights to the Property. If all said payments under the Agreement are made, then we will acquire all mining interests in the Property. If the Company fails to make any payment when due the Agreement gives the Company a 60-day grace period to pay the amount of the deficiency. MinQuest retained a 3% royalty of the aggregate proceeds received by the Company from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the Property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties. The Company shall have the one time right exercisable for 90 days following completion of a bankable feasibility study to buy up to 66.7% of MinQuest’s royalty (i.e. an amount equal to 2% of the royalty) for $4,000,000. The right to purchase the said royalty interest shall be exercised by the Company providing MinQuest with notice of the purchase accompanied by payment in the amount of $4,000,000.

The Company may use MinQuest for its mineral exploration expertise on the Property. Furthermore, both the Company and MinQuest have the right to assign, sell, mortgage or pledge their rights on the Property. In addition, any mineral interests staked, located, granted or acquired by either the Company or MinQuest which are located within a 1 mile radius of the Property will be included in the option granted to the Company.

The Agreement will terminate if the Company fails to comply with any of its obligations in the Agreement and fails to cure such alleged breach. If the Company gives notice that it denies a default has occurred, the matter shall be determined finally through such means of dispute resolution as such matter has been subjected to by either party. The Agreement provides that all disputes shall be resolved by a sole arbitrator under the rules of the Arbitration Act of Nevada. The Company also has the right to terminate the Agreement by giving notice to MinQuest.

Description and Location of the Crescent Fault Property

The Crescent Fault Property is located in western Eureka County, Nevada approximately 240 miles east of Reno. The property is comprised of 33 lode mineral claims on the western flank of the Cortez Mountains in north central Nevada.

Exploration History of the Crescent Fault Property

There is little evidence of prospecting on the Crescent Fault property. A few shallow pits have been excavated on iron rich areas of the sediments. This work was likely carried out in the early 1900’s or later. There is no production recorded from the Crescent Fault area. Recent exploration on the property dates to the 1970’s when Chevron initiated a geothermal test of a nearby hot spring. Since that time Noranda and North Mining conducted exploration programs centered-around the northeastern portion of the claim group. In all, 16 holes for 10,246 feet (2,945 m) of drilling have been completed on the property.

In 1991, Noranda explored the property with geologic mapping and geochemical sampling. In 1992 Noranda joint ventured the property with Golden Giant. A drill program was initiated in 1993 and 6 holes were drilled for a total of 2905 feet. An additional 3 holes for a total of 2106 feet were drilled in 1994 following up mineralization encountered in 1993. Nine holes were completed for a total of 5011 feet. All holes tested the foot wall of the Crescent Fault. The property was dropped shortly after due to the perceived limited nature of the mineralization.

In 1994 North Mining acquired the property. North Mining conducted an extensive geologic mapping and sampling program and geophysical surveys. In 1995 North Mining completed a seven-hole reverse circulation drill program for a total of 4005 feet. North Mining tested the hanging wall side of the fault within the pediment. Bedrock was only encountered in three of the seven holes. A lack of positive results forced North Mining to return the project.

~~sampling~~In ~~program~~1996 ~~and~~Golden ~~geophysical~~Peaks ~~surveys.~~Resources Inacquired ~~1995~~the ~~North~~property ~~completed~~and areportedly ~~seven-hole~~drilled RCat ~~program~~least ~~for~~one acore ~~total~~hole offor ~~4005~~an ~~feet.~~unknown ~~North~~total ~~tested~~footage. ~~the~~This ~~hanging~~data ~~wall~~is ~~side~~not ofcurrently ~~the~~available. ~~fault~~The ~~within~~drilling ~~the~~is ~~pediment.~~believed ~~Bedrock~~to ~~was~~have ~~only~~occurred ~~encountered~~ in ~~three~~late of1997 ~~the~~to ~~seven holes~~mid-1998. AGold ~~lack~~Peak ofResources ~~positive~~returned ~~results~~the ~~forced~~property ~~North~~in ~~to return the project~~1999.

InMinQuest ~~1996~~obtained ~~Golden Peaks Resources acquired~~ the property ~~and reportedly drilled at least one core hole for an unknown total footage. This data is not currently available. The drilling is believed to have occurred~~ in ~~late 1997 to mid-1998~~2005. ~~The company returned the property in 1999.~~

MinQuest obtained the property position in 2005.

Geology of the Crescent Fault Property

The Crescent Fault property lies within the Battle Mountain-Eureka trend. This zone is defined by the Ruby Hill mine on the south end and the Twin Creeks mine on the north end. The property is situated in north central Nevada within the Basin and Range Physiographic Province. The Great Basin is characterized by northerly trending mountain ranges separated by wide valleys. In north-central Nevada the ranges are generally composed of Paleozoic shelf carbonate rocks unconformably overlain by deep water siliceous sedimentary rocks. Thinning crust from extension provides episodic magmatism and associated geothermal plumes. The prolonged heat combined with circulating ground water is believed to be a primary contributor to mineral deposition throughout the region.

The Crescent Fault property is underlain by a sequence of Ordovician silciclastic sediments of the Valmy Formation and Permian to Pennsylvanian age carbonate and clastic sediments reportedly of the Brock Canyon Formation. These formations have been intruded by several stocks or laccoliths of probable Cretaceous age ranging from granodiorite to quartz monzonite. Later stage diorite dikes have been recognized along fault zones sub-parallel to the range front fault.

Quaternary alluvial debris masks everything north of the range front fault. Alteration of sediments and intrusive rocks occurs adjacent to the range front structure along its strike length within property boundaries. Alteration alters all rock types from 60 to 200 feet inward of the range front fault. Alteration types within the sediment package vary from quartz veining and jasperoid to decalcification and clay alteration. Alteration effects within intrusive rocks range from stockwork quartz veining to secondary carbonate alteration combined with disseminated sulfides. Contact zones within both intrusive and sediment rocks are bleached and heavily sericitized. However, sericite alteration is generally not widespread.

Gold and silver mineralization on the Crescent Fault property occurs within both sediment and intrusive rocks. Anomalous gold and silver values have been encountered in altered calcareous sandstone, siltstone and conglomerate of the Antler Sequence of Pennsylvanian to Permian age, and the Mesozoic granodiorite. The intrusive bodies appear to interfinger with the sediments suggesting a laccolith environment, but may actually be the result of complicated sets of sub-parallel faulting within the footwall of the range front structure. The character of the mineralization is mixed ranging from base and precious metals-rich skarn to disseminated gold in silicified and argillized sediments. The gold and silver mineralization are associated with lead and zinc in one area of skarn and with a set of toxic elements indicative of “Carlin type” mineralization in other areas. Over all, the system appears similar to other epithermal systems in the immediate area.23

Gold and silver mineralization on the Crescent Fault property occurs within both sediment and intrusive rocks. Anomalous gold and silver values have been encountered in altered calcareous sandstone, siltstone and conglomerate of the Antler Sequence of Pennsylvanian to Permian age, and the Mesozoic granodiorite. The intrusive bodies appear to interfinger with the sediments suggesting a laccolith environment, but may actually be the result of complicated sets of sub-parallel faulting within the footwall of the range front structure. The character of the mineralization is mixed ranging from base and precious metals-rich skarn to disseminated gold in silicified and argillized sediments. The gold and silver mineralization is associated with lead and zinc in one area of skarn and with a set of toxic elements indicative of “Carlin type” mineralization in other areas. Over all, the system appears similar to other epithermal systems in the immediate area.

The range front structure trends northeasterly along the break in slope forming the boundary between Crescent Valley and the Cortez Range. The Crescent Fault zone is estimated to have up to 6,000 feet of vertical displacement based on geologic mapping and various geophysical techniques. Sub-parallel northeasterly trending structures have been identified by various geologists within the footwall of the range front structure. These faults suggest a relationship of conjugate faulting related to lateral movement. An older set of northwest trending faults are localized within drainages and may terminate at the range front fault. These structures are not well defined, but appear to have modest offsets.

A geophysical interpretation from a CSMT survey conducted in 2006 suggests that some northwesterly faults may offset the Crescent fault by 50 to 200 feet. Displacement of veining and alteration along the range front suggest potential for mineralization under cover to the north. Drilling indicates depths to bedrock of greater than 500 feet immediately northwest (hanging wall) of the range front fault. However, alteration and mineralization have been localized along 10 this fault for over four miles in strike length. A further evaluation of vertically offset mineralization may be warranted if a suitable targeting method can be found.

Previous exploration on the Crescent Fault property identified significant alteration along the Crescent Fault, a major range front fault zone. This fault has been remobilized over tens of millions of years with both apparent dip-slip and strike-slip movement. The alteration occurring within and adjacent to the range front can be traced along strike for over 15,000 feet. The present claim position covers approximately 8,000 feet of this feature.

The most noticeable alteration at the Crescent Fault Project is linked with hydrothermal alteration at surface. Alteration consisting of jasperoid, quartz veining and stockwork quartz veinlets associated with clay, decalcification and sericite alteration within the sediments occurs at surface and at depth. An equally noticeable alteration effect at surface is bleaching, iron staining and potassic alteration in the granodiorite. These alteration effects are not mentioned in drill logs.

Additional alteration at depth as described in drill logs, but not apparent on surface is indicated by garnet rich marble and hornfels mixed with granodiorite. This alteration is regarded as prograde skarn and is generally related to the higher gold values and visual identification of zinc as phalerite. A second type of alteration (possibly retrograde) is described as silicification (25 to 50% quartz) and clay alteration occurring within silciclastic sediments.

A compilation of rock, stream and drill geochemistry indicates at least three separate mineralized areas occur along the Crescent Fault. These areas remain open down dip and along strike providing additional targets within the property boundary. Mineralization on the Crescent Fault property occurs within Paleozoic age calcareous sandstone, limestone and conglomerate. This rock sequence has been intruded by a Tertiary granodiorite to quartz monzonite stock, which in turn is cut by high-angle diorite and basalt dikes. The entire rock package has been cut by a range front fault.

Current State of Exploration

The Crescent Fault property does not have any reportable mineral resources or reserves. The property has seen only cursory prospecting. There has been no production of metals from the property in the past.

Geological Exploration Program

~~Tundra~~In ~~has~~the ~~not~~last ~~yet~~three ~~undertaken~~months ~~any~~the ~~exploration~~Company has been focused on ~~the~~its Crescent Fault Property. ~~However,~~The ~~the~~ Company has completed a compilation of the available ~~historic~~historical data~~. MinQuest~~ ~~has~~and ~~submitted~~ a budget proposal ~~that~~of ~~will~~$205,000 ~~include~~submitted by MinQuest was approved by the Company’s Board of Directors in August 2011. The budget includes a 3,000 foot, reverse-circulation drill program and aan ~~cultural~~archeological survey. The Company’s ~~Board~~has ofcompleted ~~Directors~~the archeological survey and has ~~not~~paid ~~yet~~a ~~approved~~reclamation bond to the ~~proposed~~Bureau ~~budget~~of Land Management (“BLM”) in the amount of $10,330. The timing of the planned drill program will depend on weather and the Company’s ability to raise additional funds.

23Marietta Property

~~Item~~Acquisition ~~3. Legal~~of ~~Proceedings.~~Interest

~~There~~On ~~are~~May no18, ~~pending~~2010 ~~legal~~we ~~proceedings~~executed tothe ~~which~~Lease Agreement with MinQuest whereby we obtained the ~~Company~~right isto aconduct ~~party~~mineral orexploration activities on and in ~~which~~the ~~any~~property ~~director,~~with ~~officer~~the orsubsequent ~~affiliate~~right to participate in the development of minerals from the ~~Company,~~property. There ~~any~~are ~~owner~~no ofminimum ~~record~~annual orexploration ~~beneficially~~expenditures ofrequired ~~more~~under ~~than~~the 5%Lease ofAgreement. However, any ~~class~~exploration ofprograms ~~voting~~undertaken ~~securities~~by ofus during the ~~Company,~~lease orperiod ~~security~~shall ~~holder~~carryforward isand abe ~~party~~credited ~~adverse~~against toany ~~the~~future ~~Company~~property oroption ~~has~~agreement should such a ~~material~~property ~~interest~~option ~~adverse~~agreement tobe ~~the~~executed ~~Company~~between us and MinQuest for this property. ~~The~~Upon ~~Company’s~~execution ~~properties~~of ~~are~~the ~~not~~Lease ~~the~~Agreement, ~~subject~~we ofpaid ~~any~~MinQuest ~~pending~~$5,000 ~~legal~~as ~~proceedings~~well as reimbursed MinQuest $756 relating to property holding costs.

~~Item~~Under 4the Lease Agreement, all of our payment obligations are non-refundable. ~~(Removed~~ If we do not make any payments under the agreement we will lose any payments made and ~~Reserved)~~all our rights to the property. MinQuest has retained a 3% royalty of the aggregate proceeds received by the Company from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties. All of the $5,000 annual lease payments under the agreement shall be treated as advance royalty payments and will be an offset to the production royalty due until the total amount paid to lessor has been recouped.

The Company may use MinQuest for its mineral exploration expertise on the property. Furthermore, both the Company and MinQuest have the right to assign, sell, mortgage or pledge their rights in the agreement or on the property.

The Lease Agreement will terminate if the Company fails to comply with any of its obligations under the Agreement and fails to cure such alleged breach. If the Company gives notice that it denies a default has occurred, the matter shall be determined finally through such means of dispute resolution as such matter has been subjected to by either party. The Lease Agreement can be terminated by the Company by providing MinQuest with 60 days written notice.

Description and Location of the Marietta Property

The Marietta is located in Mineral County, Nevada and currently consists of 5 unpatented claims. The town of Mina is 50 km away and Tonopah is 120 km north.

Exploration History of the Marietta Property

Exploration history includes some small unrecorded production from the property that likely occurred between the early 1900’s and 1940’s. Modern exploration was confined to work conducted by American Gold Resources (“AGR”) from 1989 to 1992. AGR completed a total of 59 drill holes testing the above referenced resource area. Of this amount, 33 holes were drilled on 50 feet centers while the remaining holes were drilled on 200 feet centers. Drilling to a depth of 350 feet has defined a mineralized zone that is mostly hosted within a graben of calcareous sandstone with quartz veins. A graben is an elongated depression between geologic faults and a vein is a narrow mass of rock intersecting other rocks, and filling inclined or vertical fissures not corresponding with the stratification. Further work is needed to determine the strike and extent and depth of the mineralization.

Geology of the Marietta

The Marietta is located within the Walker Lane trend. The Walker Lane is a linear north-northwest trending depression extending some 800 km (500 miles) north from the Garlock Fault-Las Vegas area to south-central Oregon. Within it are Walker, Goose, and Pyramid Lakes. This trough is part of the Walker Lane Fault Zone, a major tectonic system that includes Owens and Death Valleys and several prominent faults, and is the site of many contemporary earthquakes. Located at the juncture of two contrasting tectonic styles, the Sierra Nevada and the Basin and Range, the Walker Lane region is deforming in a complex way by both extensional and transcurrent (sliding) fault movements

The Walker Lane shear zone straddles the border between Nevada and California and has a long history of exploration and mining, dating back to the discovery of the famous Comstock Lode in the late 1850s. The Walker Lane is notable for its numerous occurrences of volcanic-hosted epithermal gold and silver deposits. The project area covers sheared and brecciated silciclastic rocks of the Triassic Excelsior Formation intruded by a porphyryitic quartz-monzonite of Laramide age. The mineralized zone is mostly hosted within a graben of calcareous sandstone with quartz veins.

Current State of Exploration

The Marietta claims presently do not have any mineral resources or reserves. There is no mining plant or equipment located within the property boundaries. Currently, there is no power supply to the mineral claims.

Geological Exploration Program

MinQuest has provided a work plan for the first year that will include scanning all currently available data, georeferencing all maps in order to digitize drill hole locations, geology and geochemistry. A spread sheet of drill hole information has been compiled from the known historical drilling. All drill hole coordinates, drill hole assays, oxidation boundaries and lithology have been entered into a spread sheet allowing the development of cross-sections in electronic form using industry software. While the initial work on the Marietta has been completed, the Company is currently focusing on the Crescent Fault Property and as a result is not currently undertaking any work on the Marietta Property.

Item 3. Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 4. Mine Safety Disclosures

The Company currently has no mining operations.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

Market Information.

~~There has been no market for our securities.~~ Our common stock is ~~not~~ traded on ~~any~~the ~~exchange~~Over orThe onCounter ~~the~~Bulletin ~~over-~~Board (“OTCBB”) under the~~-counter~~ ~~market.~~symbol “TNUG.” The Company’s ~~has~~common ~~received~~stock ~~approval~~began ~~from~~trading ~~FINRA~~on ~~and~~July ~~DTC~~19, ~~for~~2011 ~~our~~and ~~common~~has ~~stock~~very limited trading to bedate. The ~~eligible~~following ~~for~~table ~~trading~~sets onforth the ~~Over~~range ~~The~~of ~~Counter~~quarterly ~~Bulletin~~high ~~Board.~~and ~~However,~~low aclosing ~~market~~bid ~~has~~prices ~~not~~of ~~yet~~the ~~developed. There~~common isstock noas ~~assurance~~reported ~~that~~on ahttp://finance.yahoo.com ~~trading~~during ~~market~~the ~~will~~year ~~develop,~~ending ~~or,~~April ~~if developed~~30, ~~that it will be sustained.~~2012:

Holders.

Financial Quarter		Bid Price Information*
Year	Quarter	High Bid Price	Low Bid Price
2012	Fourth Quarter	-	-
	Third Quarter	$0.34	$0.33
	Second Quarter	-	-
	First Quarter	$0.35	$0.32

On*The ~~July~~quotations ~~29,~~reflect ~~2011~~inter-dealer prices, ~~there~~without ~~were~~retail ~~approximately~~mark-up, ~~thirty~~mark-~~six~~down ~~holders~~or ofcommission ~~record~~and ofmay ~~the~~not ~~Company’s~~represent ~~common~~actual ~~stock~~transactions.

~~Dividends.~~Security Holders

On July 27, 2012, there were approximately thirty-six holders of record of the Company’s common stock.

Dividends

The Company has not declared or paid any cash dividends on its common stock nor does it anticipate paying any in the foreseeable future. Furthermore, the Company expects to retain any future earnings to finance its operations and expansion. The payment of cash dividends in the future will be at the discretion of its Board of Directors and will depend upon its earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

Warrants or Options.

The Company does not have any warrants outstanding and the Company has not yet adopted a stock option plan.

Securities Authorized for Issuance under Equity Compensation Plans

~~The~~We ~~Company~~do ~~does~~ not have any equity compensation plans that were approved by our shareholders.

2428

~~Recent~~On ~~Sales~~January 25, 2012 the Company adopted its 2012 Stock Option Plan (“the 2012 Plan”). The 2012 Plan provides for the granting of ~~Unregistered~~up ~~Securities;~~to ~~Use~~5,000,000 stock options to purchase shares of ~~Proceeds~~common ~~from~~stock ~~Registered~~of ~~Securities~~the Company to key employees, directors and consultants.. Under the 2012 Plan, the granting of stock options, the exercise prices, and the option terms are determined by the Company's Board of Directors or a committee designated by the Board to administer the 2012 Plan. For incentive options, the exercise price shall not be less than the fair market value of the Company's common stock on the grant date. (In the case of options granted to an employee who owns stock possessing more than 10% of the voting power of all classes of the Company's stock on the date of grant, the option price must not be less than 110% of the fair market value of common stock on the grant date.). Options granted are not to exceed terms beyond five years.

OnIn ~~April~~order 4to exercise an option granted under the Plan, ~~2011~~the weoptionee ~~closed~~must apay ~~private~~the ~~placement~~full ofexercise ~~1,200,000~~price ~~common~~of the shares atbeing $0purchased.25 ~~per~~Payment ~~share~~may ~~for~~be amade ~~total~~either: ~~offering~~(i) ~~price~~in cash; or (ii) at the discretion of ~~$300~~the Board,~~000. The~~ ~~common~~by delivering shares ~~were~~of ~~offered~~common bystock ~~the~~already ~~Company~~owned ~~pursuant~~by tothe anoptionee ~~exemption~~that ~~from~~have ~~registration~~a ~~under~~fair ~~Regulation~~market Svalue ofequal to the ~~Securities~~applicable ~~Act~~exercise ofprice; ~~1933,~~or as(iii) ~~amended. The~~with ~~private~~the ~~placement~~approval ~~was~~of ~~fully~~the ~~subscribed~~Board, towith bymonies ~~three~~borrowed ~~non-U.S.~~from ~~person~~us.

~~Purchases~~The Board may at any time discontinue granting options under the Plan or otherwise suspend, amend or terminate the Plan and may, with the consent of ~~Equity~~an ~~Securities~~optionee, bymake such modification of the ~~Company~~terms and ~~Affiliated~~conditions ~~Purchasers~~of such optionee’s option as the Board shall deem advisable. No stock options have been granted under the 2012 Plan.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

There were no sales of unregistered securities that were not previously reported.

Purchases of Equity Securities by the Company and Affiliated Purchasers

None.

Item 6. Selected Financial Data

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 7. Management’s Discussion and Analysis or Plan of Operation.

Overview

We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, exploiting natural resource properties. Our primary focus in the natural resource sector is gold. We do not consider ourselves a “blank check” company required to comply with Rule 419 of the Securities and Exchange Commission, because we were not organized for the purpose of effecting, and our business plan is not to effect, a merger with or acquisition of an unidentified company or companies, or other entity or person. We do not intend to merge with or acquire another company in the next 12 months.

Though we have the expertise on our board of directors to take a resource property that hosts a viable ore deposit into mining production, the costs and time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term indeed. We therefore anticipate optioning or selling any ore bodies that we may discover to a major mining company. Most major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. By optioning or selling a deposit found by us to these major mining companies, it would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and it would also provide future capital for the company to continue operations.

25The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the Properties we have in Nevada contain commercially exploitable reserves. Exploration for natural reserves is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected geological formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and any money spent on exploration would be lost.

~~The~~Natural ~~search~~resource ~~for~~exploration ~~valuable~~and ~~natural~~development ~~resources~~requires assignificant acapital ~~business~~and isour ~~extremely~~assets ~~risky~~and resources are limited. WeTherefore, ~~can~~we ~~provide~~anticipate ~~investors~~participating ~~with~~in nothe ~~assurance~~natural ~~that~~resource industry through the purchase or option of early stage properties. To date we have intwo ~~Nevada~~Properties ~~contain~~under ~~commercially~~option. ~~exploitable~~We ~~reserves. Exploration~~have ~~for~~not ~~natural~~yet ~~reserves~~conducted isexploration aon ~~speculative~~the ~~venture~~Properties ~~involving~~but ~~substantial~~we ~~risk.~~have ~~Few~~initiated ~~properties~~an ~~that~~exploration ~~are~~program ~~explored~~that ~~are~~will ~~ultimately~~include ~~developed~~mapping, ~~into~~sampling, ~~producing~~surveying ~~commercially~~and ~~feasible~~drilling ~~reserves.~~on ~~Problems~~each ~~such~~of asour ~~unusual~~two orProperties. ~~unexpected~~There ~~geological~~has ~~formations~~been ~~and~~no ~~other~~indication ~~conditions~~as ~~are~~yet ~~involved~~that inany mineral ~~exploration~~deposits ~~and~~exist ~~often~~on ~~result~~the inProperties, ~~unsuccessful~~and ~~exploration~~there ~~efforts.~~is Inno ~~such~~assurance that a ~~case,~~commercially weviable ~~would~~mineral bedeposit ~~unable~~exists toon ~~complete~~ our ~~business~~Properties. ~~plan~~Further ~~and~~exploration ~~any~~will ~~money~~be ~~spent~~required before ona ~~exploration~~final ~~would~~evaluation beas ~~lost~~to the economic and legal feasibility is determined.

Natural resource exploration and development requires significant capital and our assets and resources are limited. Therefore, we anticipate participating in the natural resource industry through the purchase or option of early stage properties. To date we have two properties under option. We have not yet conducted exploration on the properties but we have initiated an exploration program that will include mapping, sampling, surveying and drilling on each of our two properties. There has been no indication as yet that any mineral deposits exist on the properties, and there is no assurance that a commercially viable mineral deposit exists on our properties. Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined.

In the following discussion, there are references to “unpatented” mining claims. An unpatented mining claim on U.S. government lands establishes a claim to the locatable minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes. No title to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to) the claim. If you purchase an unpatented mining claim that is later declared invalid by the U.S. government, you could be evicted.

Plan of Operation

During the twelve-month period ending April 30, ~~2012~~2013, our objective is to continue to explore the ~~properties~~Crescent ~~subject~~Fault ~~to our mineral claims~~Property. The ~~funds in our treasury are sufficient to meet all planned activities as outlined below. The~~ Company expects that it will need approximately $~~277~~285,000 to fund its operations during the next twelve months which will include property option payments, exploration of ~~its~~the ~~properties~~Crescent Fault Property as well as the costs associated with maintaining an office. The Company completed a financing on April 4, 2011 for total proceeds of $300,000. ~~The~~ However, the cash from this financing is not sufficient to fund ~~its~~all of our planned operations for the next twelve months. ~~However,~~In in order to develop ~~its~~our properties, the Company will need to obtain additional financing in the future. Management ~~plans~~may to seek additional capital through private placements and public offerings of its common stock. Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future.

We continue to run our operations with the use of contract operators, and as such do not anticipate a change to our company staffing levels. We remain focused on keeping the staff compliment, which currently consists of our two directors and one officer, at a minimum to conserve capital. We believe outsourcing of necessary operations continues to be the most cost effective and efficient manner of conducting the business of the Company.

26We do not anticipate any equipment purchases in the twelve months ending April 30, 2013.

We do not anticipate any equipment purchases in the twelve months ending April 30, 2012.

The following is an overview of the project work to date, as well as anticipated work for the next twelve months. Specific dates when work will begin, and how long it will take to complete each step is subject to change due to the variables of weather, availability of work crews for a particular type of work, and the results of work that is planned, the outcome of which will determine what the next step on that project will be.

Marietta Property

On May 18, 2010 we executed the Minerals Lease and Agreement with MinQuest whereby we obtained the right to conduct mineral exploration activities on and in the property with the subsequent right to participate in the development of minerals from the property. There are no minimum annual exploration expenditures required under the Lease Agreement. However, any exploration programs undertaken by us during the lease period shall carryforward and be credited against any future property option agreement should such a property option agreement be executed between us and MinQuest. Upon execution of the Lease Agreement, we paid MinQuest $5,000 as well as reimbursed MinQuest $756 relating to property holding costs.

MinQuest has provided a work plan for the first year that will include scanning all currently available data, georeferencing all maps in order to digitize drill hole locations, geology and geochemistry. A spread sheet of drill hole information will be compiled from the known historical drilling. All drill hole coordinates, drill hole assays, oxidation boundaries and lithology will be entered into a spread sheet allowing the development of cross-sections in electronic form using industry software. A ground truth of drill hole locations will be performed with a GPS to assess the accuracy of the data. If any underground workings are open, mapping and sampling will be carried out on those underground workings that remain open to determine the attitude of bedding, underground grades and depth of oxidation.

MinQuest has commenced work according to the work plan. In October 2010, the process of scanning and digitizing the historical data was begun. The total work plan is expected to incur approximately 1,000 hours that will range from time spent scanning data to analysis by geologists. The work will be completed by MinQuest and its network of contractors. It is anticipated that this work will be completed by the fall of 2011 and in order to complete the work plan in this time frame it will take approximately 40 hours of time per week

These results will be evaluated to determine if one or more precious metals may exist within the property boundaries. Our planned program includes compilation of all activities to the present with the goal of producing an outline of mineralized areas that will guide further exploration drilling. However, this program is exploratory in nature and no minable reserves may ever be found.

Crescent Fault Property

OnIn ~~April~~the 4,last ~~2011,~~three ~~Tundra~~months ~~executed~~the aCompany ~~property~~has ~~option~~been ~~agreement~~focused ~~(the~~on ~~“Agreement”)~~its ~~with~~Crescent ~~MinQuest~~Fault ~~granting~~Property. The ~~the~~Company ~~Registrant~~has ~~the~~completed ~~right~~a tocompilation ~~acquire 100%~~ of the ~~mining~~available ~~interests~~historical ofdata and a ~~Nevada~~budget ~~mineral~~proposal ~~exploration~~of ~~property~~$205,000 ~~currently~~submitted ~~controlled~~ by MinQuest, awas ~~natural~~approved ~~resource~~by ~~exploration~~the ~~company. The~~Company’s ~~property~~Board ~~known~~of asDirectors ~~the~~in ~~Crescent~~August ~~Fault~~2011. The ~~Property~~budget isincludes ~~located~~a in3,000 ~~Eureka County~~foot, ~~Nevada~~reverse-circulation ~~and~~drill ~~currently~~program ~~consists~~and ofan 33archeological ~~unpatented claims~~survey. To ~~earn~~The aCompany ~~100%~~has ~~interest~~completed in the ~~Crescent~~archeological ~~Fault~~survey ~~Property~~and ~~the~~has ~~Company~~paid ~~must~~a ~~make~~reclamation ~~certain~~bond ~~annual~~to ~~option~~the ~~payments~~BLM ~~totaling~~in ~~$900,000~~the ~~and~~amount ~~incur~~of ~~certain annual exploration expenditures totaling~~ $310,~~200,000 to April 4, 2021~~330. ~~Upon~~The ~~execution~~timing of the ~~Agreement~~planned ~~the~~drill ~~Company~~program ~~paid~~will ~~MinQuest~~depend ~~$20~~on weather,~~000~~ ~~and~~approval ~~well~~from asthe ~~reimbursed~~BLM, ~~MinQuest~~and ~~for~~ the ~~Crescent Fault~~Company’s ~~holdings~~ability ~~and~~to ~~related~~raise ~~property~~additional ~~costs in the amount of $7,920~~funds.

Tundra has not yet undertaken any exploration on the Crescent Fault Property. However, the Company has completed a compilation of the available historic data. MinQuest has submitted a budget proposal that will include a drill program and a cultural survey. The Company’s Board of Directors has not yet approved the proposed budget.31

Marietta Property

Results of Operations

The Year Ended April 30, ~~2011~~2012 compared to the ~~period~~Year ~~from~~Ended ~~September 16, 2009 (inception) to~~ April 30, ~~2010~~2011

We did not earn any revenues during the ~~year~~years ended April 30, ~~2011~~2012 or ~~for~~2011. ~~the~~The ~~period~~Company ~~from~~is ~~September~~in ~~16,~~the ~~2009~~exploration ~~(inception)~~stage toand ~~April~~we ~~30,~~will ~~2010. We~~be doin ~~not~~the ~~anticipate~~exploration ~~earning~~stage ~~revenues~~of ~~until~~our ~~such~~business ~~time~~for asan weextended ~~have~~period ~~entered~~of ~~into~~time. As ~~commercial~~a ~~production~~result ofwe ~~our~~do ~~mineral~~not ~~properties. We~~anticipate ~~are~~earning ~~presently~~revenues inuntil ~~the~~we ~~exploration~~have ~~stage~~developed ofan ~~our~~exploration ~~business~~property. We ~~and we~~ can provide no assurance that we will discover commercially exploitable levels of mineral resources on our ~~properties~~Properties, or if such resources are discovered, that we will enter into commercial production of our mineral ~~properties~~Properties.

For the year ended April 30, ~~2011~~2012 we had a net loss of $96123,~~619~~202 compared to ~~$2,865~~a ~~for~~net ~~the~~loss ~~period~~of ~~from September 16~~$96,619 ~~2009~~for ~~(inception)~~the toyear ended April 30, ~~2010~~2011. The increase in the net loss was partially due into ~~part~~the toCompany incurring $32,202 in mineral property ~~costs~~exploration ~~for~~expenses related to the ~~Crescent~~archeological ~~Fault~~survey and ~~Marietta~~mapping ~~properties~~of its Crescent Fault Property. ~~Total~~ In ~~mineral~~fiscal ~~property~~2011, ~~exploration~~a ~~expenditures~~total of $22,149 ~~were incurred~~ in ~~2011~~mineral ~~while~~property ~~none~~exploration expenses were incurred inwith ~~2010~~a asportion ~~both~~relating ~~properties~~to ~~were~~the ~~acquired~~Marietta byProperty. ~~the~~In ~~Company~~general, ~~during~~in ~~the~~fiscal ~~year~~2012 ~~ended~~there ~~April~~was ~~30,~~a ~~2011.~~higher ~~Mineral~~level ~~property~~of ~~exploration~~activity ~~expenditures~~as ~~included~~ the ~~initiation~~Company ofprepared ~~the~~to ~~exploration~~submit ~~program~~its onCrescent ~~the~~Fault ~~Marietta~~drilling ~~property~~proposal ~~and~~to the ~~preparation~~Bureau of aLand ~~technical~~Management. General ~~report~~and onadministrative ~~the~~expenses increased ~~Crescent~~to ~~Fault~~$66,000 ~~property.~~for Inthe ~~addition,~~year ~~the~~ended ~~Company~~April ~~paid~~30, an2012 ~~aggregate~~from $2549,~~000~~470 for the ~~initial~~same ~~payments~~period onin ~~the~~2011. The ~~Crescent~~increase ~~Fault~~was ~~and~~due ~~Marietta~~to ~~properties.~~costs Asassociated awith ~~result~~engaging ofa ~~neither~~transfer ~~property~~agent ~~containing~~and ~~any~~for ~~known~~fees ~~resources,~~associated ~~the~~with ~~Company~~preparing ~~has~~and ~~written~~submitting ~~down~~applications ~~its~~to ~~initial~~regulatory ~~$25,000~~authorities in ~~property~~order ~~payments~~to inhave the ~~statement~~Company’s ofcommon ~~operations~~stock ~~and~~approved ~~comprehensive~~for ~~loss at April 30, 2011~~trading.

General and administrative expenses increased to $49,470 for the year ended April 30, 2011 from $2,865 for the period from September 16, 2009 (inception) to April 30, 2010. The increase was the result of the Company operating for a full year versus a partial period in 2010. During 2011, the Company incurred the costs of completing a registration statement and becoming a reporting issuer. The Company also incurred office and director fee expenses. During the period from September 16, 2009 (Inception) through April 30, 2010, the Company had a net loss of $2,865.

For the period from September 16, 2009 (inception) to April 30, 2010

The Company is in its exploration stage and did not generate any revenues during the period from September 16, 2009 (inception) through April 30, 2010.

During period from September 16, 2009 (inception) to April 30, 2010, the total operating expenses were $2,865, which include legal and professional accounting fees associated with filing this registration statement. During the period from September 16, 2009 (Inception) through April 30, 2010, the Company had a net loss of $2,865.

Liquidity and capital resources

We had working capital of $~~199~~165,~~516~~984 at April 30, ~~2011~~2012 consisting of cash of $~~203~~165,~~290~~937, prepaid expenses of $13,~~846~~942, and total current liabilities of $53,~~620~~895.

~~We anticipate that we will incur the following to April 30, 2012:~~32

·We ~~$25,000~~anticipate inthat ~~connection~~we ~~with~~will ~~property~~incur ~~option payments under~~ the ~~Company’s~~following ~~Marietta~~to ~~and~~April ~~Crescent~~30, ~~Fault property agreements;~~2013:

· $~~209~~70,000 in ~~property~~connection ~~exploration~~with ~~expenses~~property ~~and~~option ~~claim~~ payments inunder ~~order~~the toCompany’s ~~meet~~Lease ~~the~~Agreement ~~requirements~~with ofMarietta ~~the~~and ~~Company’s~~Crescent ~~property~~Fault ~~option~~Property ~~agreements~~Option Agreement;

·	$172,000 in property exploration expenses and claim payments in order to meet the requirements of the Company’s Lease Agreement and Property Option agreements;

·	$43,000 for operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.

~~Cash~~Net cash used in ~~operations~~operating ~~was~~activities ~~$70,681~~during ~~for~~ the year ended April 30, ~~2011~~2012 ~~while it~~ was $29102,023 ~~for~~compared ~~the~~to ~~period from September 16~~$70,681 ~~2009~~during ~~(inception)~~the ~~through~~year ended April 30, ~~2010~~2011. The ~~increase in~~ cash used in ~~operations~~operating ~~was~~activities increased largely due to an increase in the net loss ~~in 2011~~ to $96123,~~619~~202 ~~from~~in a2012 ~~net~~compared ~~loss~~to of $296,~~865~~619 in ~~2010~~fiscal 2011. AsInvesting aactivities ~~result~~in offiscal ~~there~~2012 ~~being~~included no$10,330 ~~known~~paid ~~resources~~for ~~on either of~~ the ~~Company’s~~reclamation ~~exploration~~bond ~~properties,~~on the ~~$25,000~~Crescent inFault ~~aggregate~~Property. Also, ~~property~~for ~~option~~the ~~payments~~years ~~have~~ended ~~been~~April ~~written~~30,2012 ~~off~~ and ~~disclosed~~April as30, 2011 investing activities onconsisted ~~the~~of ~~statement~~$20,000 ofin ~~cash~~each ~~flows. Cash~~period ~~flows~~related ~~from~~to ~~financing~~property ~~activities~~option ~~for~~payments ~~2011~~made ~~were~~on the ~~result~~Crescent ofFault aProperty ~~net~~and $~~297~~5,000 ~~received from a private placement while~~ in ~~2010~~each ~~they~~period ~~were~~related to the ~~result~~annual ofMarietta aProperty ~~net~~lease ~~$2,000~~payments. ~~received~~For ~~from~~the ~~private~~year ended ~~placements. At~~ April 30, ~~2011~~2012, ~~and~~cash ~~2010,~~received ~~there~~from financing activities was $100,000 ~~and~~from ~~$35,000~~the ~~respectively~~collection inof subscriptions receivable~~. The~~ ~~subscription~~while ~~receivable~~in ~~balances~~fiscal ~~were~~2011, $35,000 was collected ~~following~~from ~~April~~subscriptions 30receivable inand ~~each~~$262,000 ofwas ~~2011~~received ~~and~~from ~~2010~~the ~~respectively~~sale of common stock.

Cash from operations from inception to date has not been sufficient to provide the operating capital necessary to operate. On March 19, 2010, we issued an aggregate of 20,000,000 shares of our common stock to Gurpartap Singh Basrai our founder, President, Chief Executive Officer, Chairman, and Director. The shares were issued in consideration for the payment of $2,000. On April 26, 2010, we completed a private placement where we issued 3,500,000 shares of common stock at a purchase price of $.01 per share for gross proceeds of $35,000. On May 28, 2010, we completed a private placement where we issued 1,240,000 shares of common stock at a purchase price of $.05 per share for gross proceeds of $62,000.

On April 4, 2011 we closed a private placement of 1,200,000 common shares at $0.25 per share for a total offering price of $300,000. The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by three non-U.S. person.

The Company expects that it will need approximately $277,000 to fund its operations during the next twelve months which will include property option payments, exploration of its properties as well as the costs associated with maintaining an office. The Company completed a financing on April 4, 2011 for total proceeds of $300,000. The cash from this financing is sufficient to fund its planned operations for the next twelve months. In order to develop its properties in the future, the Company will need to obtain additional financing. Management plans to seek additional capital through private placements and public offerings of its common stock. Although there are no assurances that management’s plans will be realized, management currently believes that the Company will be able to continue operations in the future

Going Concern Consideration

~~Management~~Current ~~believes~~cash ~~that~~available ~~the~~to ~~gross proceeds from~~ the ~~private~~Company ~~placements~~is ~~will~~not be sufficient to continue all of our planned activities tofor ~~April 30, 2012,~~ the ~~end of our~~ next ~~fiscal~~twelve ~~year~~months. WeIn addition, we anticipate generating losses and therefore we may be unable to continue operations in the future as a going concern. No adjustment has been made in the accompanying financial statements to the amounts and classification of assets and liabilities that could result should we be unable to continue as a going concern.

We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

Accordingly, our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

~~Off-balance~~Critical ~~sheet~~Accounting ~~arrangements~~Policies

WeThe ~~have~~preparation noof ~~off-balance~~financial ~~sheet~~statements, ~~arrangements~~in conformity with generally accepted accounting principles in the United States of America, requires companies to establish accounting policies and to make estimates that affect both the amount and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require judgments about matters that are inherently uncertain and therefore actual results may differ from those estimates.

Item 7A Quantitative and Qualitative Disclosure About Market Risk

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 8. Financial Statements.

The financial statements are set forth immediately preceding the signature page.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), the Company’s management carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of April 30, 2011, being the date of the Company’s most recently completed fiscal year end. This evaluation was carried out under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, Mr. Gurpartap Singh Basrai. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this annual report, has concluded that our disclosure controls and procedures are effective at a reasonable assurance level based on his evaluation of these controls and procedures as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management, including the Company’s Chief Executive Officer and Principal Financial Officer assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2011. In making this assessment, management used the framework in “Internal Control - Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on the assessment performed, management believes that as of April 30, 2011 the Company’s internal control over financial reporting was effective based upon the COSO criteria.

Lack of Segregation Of Duties

Management is aware that there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the abilities of the employees now involved and the control procedures in place, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases. Management will periodically reevaluate this situation.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal controls over financial reporting during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Officers.

All directors of our Company hold office until the next annual general meeting of the stockholders or until their successors are elected and qualified. The officers of our Company are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal. Our directors and executive officers, their ages, positions held and duration each person has held that position, are as follows:

Name	Position Held with the Company	Age	Date First Appointed
Gurpartap Singh Basrai	Chairman, President, Chief Executive Officer, Chief Operating Officer, Secretary Treasurer, and Director	59	September 16, 2009
William Eastwood	Director	77	May 15, 2010

Business Experience

The following is a brief account of the education and business experience of each director, executive officer and key employee during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he was employed.

Gurpartap Singh Basrai is a businessman who has owned and operated several businesses in the Fremont, California area for over 30 years. Since 1978 he has owned Haller’s Pharmacy. In 2004 he was the President of the Alameda County Pharmacist Association and is a current Board member of the Alameda Alliance for Health, a company which provides health care coverage to over 100,000 children and adults. In addition, Mr. Basrai is an active consultant to several Intermediate Care Facilities as well as the Fremont Surgery Center. Mr. Basrai holds a Doctorate of Pharmacy from the UOP School of Pharmacy. Mr. Basrai is also the sole executive officer of Ranger Gold Corp., a publicly-traded, junior exploration company. Mr. Basrai was appointed to the Board of Directors as he is an accomplished business man with decades of experience in operating successful businesses.

William Eastwood joined the Board of Directors on May 15, 2010. He is a geologist with over 40 years of industry experience. Since 1994 he has been a self-employed geological consultant focusing on planning, permitting and supervising mineral exploration drilling programs in Nevada and Arizona. From 1994 to present Mr. Eastwood has provided consulting services to Bonaventure Enterprises, Golden Oasis, and Patriot Gold Corporation. Mr. Eastwood has also provided consulting services on a part-time basis to MinQuest since 2007. Mr. Eastwood holds Bachelor and Master’s Degrees in geology from the University of Kansas (1956 and 1958 respectively) and has done graduate study at the University of Wyoming (1962 – 1966). Mr. Eastwood was appointed to the Board of Directors as he is a geologist with decades of experience.

~~There~~A ~~are~~detailed nosummary ~~family~~of ~~relationships~~all ~~among our directors or officers. None~~ of ~~our~~the ~~directors~~Company’s orsignificant ~~officers~~accountings ~~has~~policies ~~been~~and ~~affiliated~~the ~~with~~estimates ~~any~~derived ~~company~~therefrom ~~that~~is ~~has~~included ~~filed~~in ~~for~~Note ~~bankruptcy~~3 ~~within~~to the ~~last~~Company’s ~~ten~~financial ~~years. We~~statements ~~are~~for ~~not~~the ~~aware~~year ofended ~~any~~April ~~proceedings to which any of our officers or directors~~30, or2012. ~~any~~While ~~associate~~all of ~~any~~the ~~such~~significant ~~officer~~accounting orpolicies ~~director, is a party adverse to our company or has a material interest adverse to it. There~~ are noimportant ~~agreements with respect~~ to the ~~election~~Company’s offinancial ~~directors. Other than described in Section 10 below~~statements, wethe ~~have~~following ~~not~~accounting ~~compensated~~policies ~~our~~and ~~directors~~the ~~for~~estimates ~~service~~derived ontherefrom ~~our~~have ~~Board~~been ofidentified ~~Directors,~~as ~~any~~being ~~committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors.~~critical:

~~Audit~~· ~~Committee~~Exploration ~~Financial~~and ~~Expert.~~Development Costs

~~The~~· ~~Board~~Income ~~of Directors has not established an audit committee and does not have an audit committee financial expert. The Board is seeking additional Board members whom it hopes will qualify as such an expert.~~Taxes

~~Section~~Exploration ~~16(a)~~and ~~Beneficial~~Development ~~Ownership Reporting Compliance.~~Costs

~~Section~~Mineral ~~16(a)~~property ofinterests ~~the~~include ~~Securities~~optioned ~~Exchange~~and ~~Act~~acquired ofmineral ~~1934~~development ~~requires~~and ~~officers~~exploration ~~and~~stage ~~directors~~properties. ofThe amount capitalized related to a mineral property interest represents its fair value at the ~~Company~~time ~~and~~it ~~persons~~was ~~who~~optioned ~~own~~or ~~more~~acquired, ~~than~~either ~~ten~~as ~~percent~~an individual asset or as a part of a ~~registered~~business ~~class~~combination. The value of such assets is primarily driven by the ~~Company’s~~nature ~~equity~~and ~~securities~~amount of mineralized material believed to ~~file~~be ~~reports~~contained ofin ~~ownership~~such properties. Exploration costs are expensed as incurred and ~~changes~~development incosts ~~their~~are ~~ownership~~capitalized ~~with~~if ~~the~~proven ~~Securities~~and probable reserves exist and ~~Exchange~~the ~~Commission~~property is a commercially minable property. Mine development costs incurred either to develop new ore deposits, ~~and~~expand ~~forward~~the ~~copies~~capacity of ~~such~~operating mines, ~~filings~~or to ~~the~~develop ~~Company~~mine areas substantially in advance of current production are capitalized. We ~~believe,~~Costs ~~based~~incurred ~~solely~~to maintain assets on ~~our~~a ~~review~~standby ofbasis ~~the~~are ~~copies~~charged to operations. Costs of ~~such~~abandoned ~~forms~~projects are charged to operations upon abandonment. The Company evaluates, ~~that~~at ~~during~~least quarterly, the ~~fiscal~~carrying ~~year~~value ~~ended~~of ~~April~~capitalized 30mineral interests costs and related property, ~~2011~~plant and equipment costs, ~~all~~if ~~reporting~~any, ~~persons~~to ~~complied~~determine ~~with~~if ~~all~~these ~~applicable~~costs ~~Section~~are ~~16(~~in excess of their net realizable value and if a) ~~filing~~permanent ~~requirements~~impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

~~Code~~Income ~~of Ethics.~~Taxes

The Company ~~has not~~ adopted aFASB ~~Code~~ASC of740, ~~Ethics~~Income Taxes, asat ~~defined~~its byinception ~~SEC~~deferred ~~rules~~tax ~~that~~assets ~~applies~~and liabilities are recognized for the future tax consequences attributable to differences between the ~~Company's~~financial ~~Chief~~statement ~~Executive~~carrying ~~Officer~~amounts ~~and~~of ~~Chief~~existing ~~Financial~~assets ~~Officer,~~and liabilities and ~~Secretary~~their ~~(its~~respective ~~principal~~tax ~~executive~~bases. ~~officer~~Deferred tax assets, including tax loss and ~~principal~~credit ~~accounting~~carryforwards, and ~~financial~~liabilities ~~officer).~~are ~~The~~measured ~~Company~~using ~~has~~enacted ~~not~~tax ~~adopted~~rates ~~such~~expected ato ~~Code~~apply ofto ~~Ethics~~taxable ~~because~~income ofin the ~~small~~years ~~size~~in ~~and~~which ~~limited~~those ~~resources~~temporary ofdifferences ~~the~~are ~~Company,~~expected ~~and~~to ~~because~~be ~~management's~~recovered ~~attention~~or ~~has~~settled. ~~been~~The ~~focused~~effect on ~~matters~~deferred ~~pertaining~~tax toassets ~~raising~~and ~~capital~~liabilities ~~and~~of a change in tax rates is recognized in income in the ~~operation~~period ofthat includes the ~~business~~enactment date.

~~Changes~~Deferred toincome ~~Procedures~~tax ~~for~~expense ~~Recommendations~~represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of ~~Director~~the ~~Nominees~~deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of April 30, 2012.

During the fiscal year ended April 30, 2010, there were no material changes to the procedures by which security holders may recommend nominees to our board of directors.

Item 11. Executive Compensation.

Summary Compensation Table

The table below sets forth information concerning compensation paid, earned or accrued by our chief executive officer (each a “Named Executive Officer”) for the last two fiscal years. No executive officer earned compensation in excess of $100,000 during our 2011 fiscal year.

~~SUMMARY~~Off-Balance ~~COMPENSATION~~Sheet ~~TABLE~~Arrangements

						Non-Equity	Nonqualified	All
Name and				Stock	Option	Incentive Plan	Deferred	Other
Principal		Salary	Bonus	Awards	Awards	Compensation	Compensation	Compensation	Total
Position	Year	($)	($)	($)	($)	($)	Earnings ($)	($)	($)
Gurpartap Singh Basrai	2011	0	0	0	0	0	0	0	0
President, Chief Executive Officer	2010	0	0	0	0	0	0	0	0

We have no off-balance sheet arrangements.

~~Since~~Recent ~~inception,~~Accounting ~~we have not paid compensation exceeding $100,000 per year to any of our executive officers.~~Pronouncements

~~Outstanding~~Goodwill ~~Equity Awards~~Impairment

~~Since~~In ~~our~~September ~~incorporation~~2011, onASC ~~September~~guidance 16was issued related to goodwill impairment. Under the updated guidance, ~~2009~~an entity will have the option to first assess qualitatively whether it is necessary to perform the current two-step goodwill impairment test. If the Company believes, ~~neither~~as ~~our~~a ~~sole~~result ~~executive~~of ~~officer~~its ~~nor~~qualitative ~~any~~assessment, that it is more-likely-than-not that the fair value of ~~our~~a ~~directors~~reporting ~~has~~unit ~~held~~is ~~unexercised~~less ~~options~~than its carrying amount, ~~stock~~the ~~that~~quantitative ~~had~~impairment test is required. Otherwise, no further testing is required. The update is effective for the Company’s fiscal year beginning May 1, 2012 with early adoption permitted. The Company does not ~~vested~~expect the updated guidance to have an impact on the financial position, orresults ~~equity~~of operations ~~incentive~~or ~~plan~~cash ~~awards~~flows.

~~Compensation~~Comprehensive ~~of Directors~~Income

Name (a)	Year	Fees Earned or Paid in Cash ($) (b)	Stock Awards ($) (c)	Option Awards ($) (d)	Non-Equity Incentive Plan Compensation ($) (e)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f)	All Other Compensation ($) (g)	Total ($) (h)
William Eastwood	2011	5,750	0	0	0	0	0	0
	2010	0	0	0	0	0	0	0

In June 2011, ASC guidance was issued related to comprehensive income. Under the updated guidance, an entity will have the option to present the total of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In addition, the update required certain disclosure requirements when reporting other comprehensive income. The update does not change the items reported in other comprehensive income or when an item of other comprehensive income must be reclassified to income. Subsequently, in December 2011, the FASB issued its final standard to defer the new requirement to present components of reclassifications of other comprehensive income on the face of the income statement. Companies will still be required to adopt the other requirements contained in the new standard on comprehensive income. The adoption of this guidance had no impact on the Company’s financial position, results of operations or cash flows.

~~Commencing~~Fair ~~with~~Value his appointment on May 15, 2010, Mr. Eastwood began receiving $500 a month for serving in the capacity as a director of the Company. In accordance with the terms of the Service Agreement, he is to receive such amount in advance on a quarterly basis for as long as he is a director. As of April 30, 2011 we have paid Mr. Eastwood $5,750.Accounting

NoIn ~~arrangements~~May 2011, ASC guidance was issued related to disclosures around fair value accounting. The updated guidance clarifies different components of fair value accounting including the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity and disclosing quantitative information about the unobservable inputs used in fair value measurements that are ~~presently~~categorized in ~~place~~Level ~~regarding~~3 ~~compensation~~of tothe ~~directors~~fair ~~for~~value ~~their~~hierarchy. ~~services~~The asupdate is effective for ~~committee~~the ~~participation~~Company’s fiscal year beginning May 1, 2012. The Company does not expect the updated guidance to have a significant impact on the financial position, results of operations or ~~special~~cash ~~assignments~~flows.

Item 127A. ~~Security~~Quantitative ~~Ownership of Certain Beneficial Owners~~ and ~~Management~~Qualitative ~~and~~Disclosure ~~Related~~About ~~Stockholder~~Market ~~Matters.~~Risk

~~The~~A ~~following~~smaller ~~table~~reporting ~~lists~~company, as ofdefined ~~July 29, 2011, the number of shares of common stock of the Company beneficially owned~~ by ~~(i)~~Item ~~each~~10 ~~person or entity known to the Company to be the beneficial owner~~ of ~~more~~Regulation than 5% of the outstanding common stock; (ii) each officer and director of the Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rulesS-K, ~~a person~~ is ~~deemed~~not torequired ~~be a beneficial owner of a security if that person has or shares voting power, which includes the power~~ to ~~vote~~provide ~~or direct~~ the ~~voting~~information ofrequired ~~the~~by ~~security,~~this ~~or investment power, which includes the power to vote or direct the voting of the security~~item. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

~~The~~Item ~~percentages below are calculated based on 25,940,000 shares of Common Stock which are issued and outstanding as of July 29, 2011~~8. ~~Unless~~ Financial ~~indicated otherwise, all addresses below are c/o Tundra Gold Corp., 200 S Virginia, 8th Floor, Reno, Nevada, 89501.~~Statements

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class
Gurpartap Singh Basrai	20,000,000	77.1%
William Eastwood	-	-
Directors and Officers as a Group (2 individuals)	20,000,000	77.1%

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Related Party Transactions

On March 19, 2010, we issued an aggregate of 20,000,000 shares of our common stock to Gurpartap Singh Basrai our founder, President, Chief Executive Officer, Chairman, and Director. The shares were issued in consideration for the payment of $2,000.

Commencing with his appointment on May 15, 2010, Mr. Eastwood began receiving $500 a month for serving in the capacity as a director of the Company. In accordance with the terms of the Service Agreement, he is to receive such amount in advance on a quarterly basis for as long as he is a director. As of April 30, 2011 we have paid Mr. Eastwood $5,750.

Mr. Eastwood is also a contract geologist for MinQuest. To date, he has not performed any on behalf of the Company on our properties.

Director Independence

We are not subject to the listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations of the NYSE Alternext US (formerly known as the American Stock Exchange).

ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES

Robison, Hill & Co. has been our independent registered public accounting firm for the Company since inception. Fees billed to the Company for the fiscal years ending April 30, 2011 and 2010 are set forth below:

	Fiscal year ending April 30, 2011		Period ending April 30, 2010
Audit Fees	$	19,000	$	11,500
Audit Related Fees		0		0
Tax Fees		500		500
All Other Fees		0		0

As of April 30, 2011, the Company did not have a formal, documented pre-approval policy for the fees of the principal accountant. It is in the process of adopting such a policy.

Item 15. Exhibits.

EXHIBIT NUMBER		DESCRIPTION
3.1		Articles of Incorporation of Registrant. (1)
3.2		Amendment to Articles of Incorporation – Name Change (1)
3.3		Amendment to Articles of Incorporation – Par Value (1)
3.4		By-Laws of Registrant. (1)
4.1		Form of stock certificate. (1)
10.1		Form of Regulation S Subscription Agreement (1)
10.2		Form of Regulation D Subscription Agreement (1)
10.3		Minerals Lease and Agreement dated May 18, 2010 by and between Tundra Gold Corp. and MinQuest, Inc. (1)
10.4		Service Agreement dated May 15, 2010 by and between William Eastwood and the Company (1)
10.5		Crescent Fault Property Option Agreement dated April 4, 2011 by and between Tundra Gold Corp. and MinQuest, Inc. (2)
10.6		Form of Regulation S Subscription Agreement (2)
31		Rule 13a-14(a)/15d14(a) Certifications (attached hereto)
32		Section 1350 Certifications (attached hereto)

(1) Previously filed with the Company’s Registration Statement, filed with the Securities and Exchange Commission on August 26, 2010, file no. 333-169066

(2) Previously filed with the Company’s Form 8-K submitted to the SEC on April 4, 2011.

TUNDRA GOLD CORP.

(An Exploration Stage Company)

-:-

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS’S REPORT

April 30, ~~2011~~2012 and ~~2010~~2011

3936

Contents		Page
Report of Independent Registered Public Accountants		F - 1
Balance Sheets
	April 30, 2011and 2010	F - 2
	April 30, 2012 and 2011	F - 2
Statement of Operations for the
	Year ended April 30, 2011, the period from September 16, 2009 (inception) to April 30, 2010, and the Cumulative Period from September 16, 2009 (inception) to April 30, 2011	F - 3
	Years ended April 30, 2012 and 2011 and the Cumulative Period from September 16, 2009 (inception) to April 30, 2012	F - 3
Statement of Stockholders’ Equity
	Since September 16, 2009 (inception) to April 30, 2011	F - 4
	Since September 16, 2009 (inception) to April 30, 2012	F - 4
Statements of Cash Flows for the
	Year ended April 30, 2011, the period from September 16, 2009 (inception) to April 30, 2010, and the Cumulative Period from September 16, 2009 (inception) to April 30, 2011	F – 5
	Years ended April 30, 2012 and 2011 and the Cumulative Period from September 16, 2009 (inception) to April 30, 2012	F - 5
Notes to Financial Statements		F - 76

4037

ROBISON, HILL & CO. Certified Public Accountants A PROFESSIONAL CORPORATION ~~BRENT M. DAVIES, CPA~~ DAVID O. SEAL, CPA W. DALE WESTENSKOW, CPA BARRY D. LOVELESS, CPA STEPHEN M. HALLEY, CPA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Tundra Gold Corp.

(An Exploration Stage Company)

We have audited the accompanying balance sheets of Tundra Gold Corp. (an exploration stage company) as of April 30, ~~2011~~2012 and ~~2010~~2011 and the related statements of operations, and cash flows for each of the years in the two-year period ended April 30, ~~2011~~2012, and ~~2010 and~~ the cumulative since September 16, 2009 (inception) to April 30, ~~2011~~2012, and the statement of ~~stockholders~~stockholder’s equity since September 16, 2009 (inception) to April 30, ~~2011~~2012. ~~These~~Tundra ~~financial~~Gold ~~statements~~Corp.’s ~~are~~management ~~the~~is ~~responsibility~~responsible offor ~~the~~these ~~Company's~~financial ~~management~~statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tundra Gold Corp. (an exploration stage company) as of April 30, ~~2011~~2012 and ~~April 30~~2011, ~~2010~~ and the results of its operations and its cash flows for each of the years in the two-year period ended April 30, ~~2011~~2012, and ~~2010 and~~ the cumulative since September 16, 2009 (inception) to April 30, ~~2011~~2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred net losses of approximately $99222,~~500~~700 and has no source of revenues, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ ~~ROBISON~~Robison, ~~HILL~~Hill & COCo.

Certified Public Accountants

Salt Lake City, Utah

July 2730, ~~2011~~2012

F - 1

TUNDRA GOLD CORP.

(An Exploration Stage Company)

BALANCE SHEETS

	April 30,		April 30,
	2011		2010
	2012		2011
ASSETS:
ASSETS
Current Assets:
Current Assets
Cash	$	~~203~~165,~~290~~937	$	1203,~~971~~290
Prepaid expenses		13,~~846~~942		1,~~860~~846
Total Current Assets		~~205~~169,~~136~~879		3205,~~831~~136
Total Assets	$	205,136	$	3,831
Reclamation Deposit (note 5)		10,330		-
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
Total Assets	$	180,209	$	205,136
Current Liabilities:
LIABILITIES & STOCKHOLDERS’ EQUITY
Accounts Payable and Accrued Liabilities	$	5,620	$	4,696
Current Liabilities
Total Current Liabilities		5,620		4,696
Accounts payable and accrued liabilities	$	3,895	$	5,620
Stockholders’ Equity (Deficit)
Total Current Liabilities		3,895		5,620
Common Stock, Par Value $.0001
Stockholders’ Equity
Authorized 100,000,000 shares,
Common Stock, Par Value $.0001 Authorized 100,000,000 shares, 47,820,000 shares issued and outstanding at April 30, 2012 (April 30, 2011– 77,820,000)		4,782		7,782
Issued 25,940,000 shares at
Paid-in capital		394,218		391,218
April 30, 2011 (April 30, 2010– 23,500,000)		2,594		2,350
Subscriptions receivable		-		(100,000)
Paid-In Capital		396,406		34,650
Deficit accumulated since inception of exploration stage		(222,686)		(99,484	)
Subscriptions Receivable		(100,000)		(35,000)
Total Stockholders’ Equity		176,314		199,516
Deficit Accumulated Since Inception of Exploration Stage		(99,484)		(2,865	)
Total Liabilities and Stockholders’ Equity	$	180,209	$	205,136
Total Stockholders’ Equity (Deficit)		199,516		(865)
Total Liabilities and Stockholders’ Equity (Deficit)	$	205,136	$	3,831

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

F - 2

TUNDRA GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

							Cumulative
							Since
							September 16, 2009
							September 16,
	For the Periods Ended						Inception of
	For the Years Ended						2009
	April 30,						~~Exploration~~(Inception) to
	2011			2010			State
	2012			2011			April 30, 2012
Revenues	$	—		$	—		$	—
Cost of Revenues		—			—			—
Gross Margin		—			—			—
Expenses
Mineral Property Exploration Expenditures		22,149			—			22,149
Mineral property exploration expenditures		32,202			22,149			54,351
General and Administrative		49,470			2,865			52,335
General and administrative		66,000			49,470			118,335
Net Loss from Operations		(71,619	)		(2,865	)		(74,484)
Total Expenses		98,202			71,619			172,686
Net Loss from Operations		(98,202	)		(71,619	)		(172,686)
Other Income (Expense)
Interest		—			—			—
Net Other Income (Expense)		—			—			—
Write-down of Mineral Property Acquisition Payments		(25,000	)		—			(25,000	)
Write-down of mineral property acquisition payments		(25,000	)		(25,000)			(50,000	)
Net Loss	$	(96123,~~619~~202	)	$	(296,~~865~~619	)	$	(99222,~~484~~686	)
Basic and Diluted loss per
Basic and Diluted loss per Share	$	(0.00	)	$	(0.00)
Share	$	(0.00)		$	(0.00)
Weighted Average Shares Outstanding (1)		70,340,548			74,191,068
Weighted Average Shares
Outstanding		24,730,356			3,778,761

(1)	Reflects the 3:1 forward stock split completed on December 12, 2011.

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

F - 3

TUNDRA GOLD CORP.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

													Deficit
													Accumulated
													During
	Common Stock						Paid-In			Subscriptions			Exploration
	Shares			Par Value			Capital			Receivable			Stage			Total
	Shares (1)			Par Value			Capital			Receivable			Stage			Total
Balance at September 16, 2009
Balance at September 16, 2009 (inception)		—		$	—		$	—		$	—		$	—		$	—
(inception)		—		$	—		$	—		$	—		$	—		$	—
Common Stock Issued to Founder at $0.000033 per share, March 19, 2010		60,000,000			6,000			(4,000	)		—			—			2,000
Common Stock Issued to Founder
Common Stock Issued at $0.0033 per share, April 16, 2010		10,500,000			1,050			33,950			(35,000	)		—			—
at $0.001 per share, March 19, 2010		20,000,000			2,000			—			—			—			2,000
Common Stock Issued at $0.01
per share, April 16, 2010		3,500,000			350			34,650			(35,000	)		—			—
Net Loss for the Period		—			—			—			—			(2,865	)		(2,865	)
Balance April 30, 2010		2370,500,000		$	27,~~350~~050		$	3429,~~650~~950		$	(35,000	)	$	(2,865	)	$	(865	)
Common Stock Issued at $0.05 per share, May 28, 2010		1,240,000			124			61,876			—			—			62,000
Common Stock Issued at $0.0167 per share, May 28, 2010		3,720,000			372			61,628			—			—			62,000
Collection of Subscriptions Receivable		—			—			—			35,000			—			35,000
Common Stock Issued at $0.25 per share, April 4, 2011		1,200,000			120			299,880			(100,000	)		—			200,000
Common Stock Issued at $0.0833 per share, April 4, 2011		3,600,000			360			299,640			(100,000	)		—			200,000
Net Loss for the Period		—			—			—			—			(96,619	)		(96,619	)
Balance April 30, 2011		2577,~~940~~820,000		$	27,~~594~~782		$	~~396~~391,~~406~~218		$	(100,000	)	$	(99,484	)	$	(199,516	)
Collection of Subscriptions Receivable		—			—			—			100,000			—			100,000
Shares Returned for Cancellation – January 30, 2012		(30,000,000	)		(3,000	)		3,000			—			—			—
Net Loss for the Period		—			—			—			—			(123,202	)		(123,202	)
Balance April 30, 2012		47,820,000		$	4,782		$	394,218		$	—		$	(222,686	)	$	176,314

(1) Reflects the 3:1 forward stock split completed on December 12, 2011 (note 6)

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

F - 4

TUNDRA GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

							Cumulative
							Since September
							Since
							16, 2009
							September 16,
	For the Periods Ended						Inception of
	For the Years Ended						2009
	April 30,			April 30,			~~Exploration~~(Inception) to
	2011			2010			State
	2012			2011			April 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(96123,~~619~~202	)	$	(296,~~865~~619	)	$	(99222,~~484~~686	)
Adjustments to Reconcile Net Loss to Net
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
Cash Used in Operating Activities
Write-down of mineral property acquisition costs		25,000			25,000			50,000
Write-down of Mineral Property Acquisition Costs		25,000			—			25,000
Change in Operating Assets and Liabilities
(Increase) Decrease in Prepaid Expenses		14			(1,860	)		(1,846	)
(Increase) decrease in prepaid expenses		(2,096	)		14			(3,942	)
Increase (Decrease) in Accounts Payable and Accrued Liabilities		924			4,696			5,620
Increase (decrease) in accounts payable and accrued liabilities		(1,725	)		924			3,895
Net Cash Used in Operating Activities		(70102,~~681~~023	)		(2970,681	)		(70172,~~710~~733	)
CASH FLOWS FROM INVESTING ACTIVITIES
Mineral Property Acquisition Costs		(25,000	)		—			(25,000	)
Mineral property acquisition costs		(25,000	)		(25,000)			(50,000	)
Net Cash Used in Investing Activities		(25,000	)		—			(25,000	)
Reclamation deposit		(10,330	)		—			(10,330	)
Net Cash Used in Investing Activities		(35,330	)		(25,0000	)		(60,330	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Sale of Common Stock		397,000			37,000			399,000
Proceeds from sale of common stock		—			397,000			399,000
Subscriptions Receivable		(100,000)			(35,000	)		(100,000	)
Subscriptions receivable		100,000			(100,000	)		—
Net Cash Provided by Financing Activities		~~297~~100,000			2297,000			~~299~~399,000
Net Increase in
Net Increase in Cash and Cash Equivalents		(37,353	)		201,319			165,937
Cash and Cash Equivalents		201,319			1,971			203,290
Cash and Cash Equivalents at Beginning of Period		203,290			1,971			—
Cash and Cash Equivalents
Cash and Cash Equivalents at End of Period	$	165,937		$	203,290		$	165,937
at Beginning of Period		1,971			—			—
Cash and Cash Equivalents
at End of Period	$	203,290		$	1,971		$	203,290

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid during the year for:

Interest

—

Income taxes

—

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

F - 5

TUNDRA GOLD CORP.

(An Exploration Stage Company)

~~STATEMENTS~~NOTES OFTO ~~CASH~~THE ~~FLOWS~~FINANCIAL STATEMENTS

(Continued)

			Cumulative
			Since
			September 16, 2009
	For the Periods Ended		Inception of
	April 30,	April 30,	Exploration
	2011	2010	State
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$—	$—	$—
Income taxes	$—	$—	$—

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

F - 6

NOTE 1 – NATURE OF BUSINESS AND OPERATIONS

Organization and Basis of Presentation

Tundra Gold Corp. (an exploration stage company) (“the Company”) was incorporated under the name Titan Gold Corp. on September 16, 2009 under the laws of the State of Nevada. On February 25, 2010 the Company amended its articles of incorporation to change its name to Tundra Gold Corp. The accompanying financial statements have been prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States on a going concern basis.

Nature of Operations

The Company has no products or services as of April 30, ~~2011~~2012. The Company was established to operate in the acquisition, exploration, and if warranted and feasible, development of natural resource properties. The Company currently has one leased and one optioned property. Both properties are located in Nevada.

NOTE 2 – ABILITY TO CONTINUE AS A GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred a net loss of $99222,~~484~~686 for the period from September 16, 2009 (inception) to April 30, ~~2011~~2012, and has no sales.

The Company's ability to continue as a going concern is dependent on its ability to develop its natural resource properties and ultimately achieve profitable operations and to generate sufficient cash flow from financing and operations to meet its obligations as they become payable. The Company currently expects that it will need approximately $~~277~~285,000 to fund its operations during the next twelve months which will include property lease and option payments, ~~property~~undertaking ~~exploration~~a ~~expenses~~drill ~~and~~program ~~claim~~on ~~payments~~its inCrescent ~~order~~Fault ~~to meet the requirements of the Company’s property agreements~~Property, costs associated with maintaining an office, and professional, legal and accounting expenses associated with our being a reporting issuer under the Securities Act of 1934. OnThe ~~April 4, 2011, the~~ Company has raised a total of $~~300~~399,000 ~~and~~since ainception. The ~~result,~~Company ~~the~~does ~~Company~~not currently ~~has~~have sufficient cash to fund all of its planned operations for the next twelve months. ~~However,~~In in order to develop its properties, the Company will need to obtain additional financing. Management may in the future~~. Management~~ ~~plans to~~ seek additional capital through private placements and public offerings of its common stock~~. Although~~ although there are no assurances that management’s plans will be realized~~, management believes that the Company will be able to continue operations in the future~~. Accordingly, no adjustment relating to the recoverability and classification of recorded asset amounts and the classification of liabilities has been made to the accompanying financial statements in anticipation of the Company not being able to continue as a going concern.

If the Company were unable to continue as a going concern, then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported expenses, and the balance sheet classifications used.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management’s Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and notes. Significant areas requiring the use of estimates relate to the write down of mineral property acquisition costs and accrued liabilities. Management believes the estimates utilized in preparing these financial statements are reasonable and prudent and are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could differ from those estimates.

F - 6

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

F - 7

Foreign Currency

The Company’s functional currency is the U.S. dollar and to date has undertaken the majority of its transactions in U.S. dollars. Any transaction gains and losses that may occur will be included in the statement of operations as they occur.

Concentration of Credit Risk

The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains all of its cash balances with one financial institution in the form of a demand deposit.

Loss per Share

Net income (loss) per share is computed by dividing the net income by the weighted average number of shares outstanding during the period. As of April 30, 2012 and 2011, the company had no outstanding common stock options or warrants

Comprehensive Income

The Company has adopted ASC 220 (formerly SFAS No. 130, “Reporting Comprehensive Income”), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company has disclosed this information on its Statement of Operations. Comprehensive income is comprised of net income (loss) and all changes to capital deficit except those resulting from investments by owners and distribution to owners.

Income Taxes

The Company adopted FASB ASC 740, Income Taxes, at its inception deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of April 30, 2012.

Uncertain Tax Positions

The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, Accounting for Uncertainty in Income Taxes. The Company had no material unrecognized income tax assets or liabilities for the year ended April 30, 2012 or for the year ended April 30, 2011. The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the year ended April 30, 2012 and 2011, there were no income tax, or related interest and penalty items in the income statement, or liability on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction. Tax years 2009 to present remain open to U.S. Federal income tax examination. The Company is not currently involved in any income tax examinations.

F - 7

Stock Options

The Company has implemented Accounting Standards Codification ("ASC") Section 718-10-25 (formerly Statement of Financial Accounting Standards ("SFAS") 123R, Accounting for Stock-Based Compensation) requiring the Company to provide compensation costs for the Company's stock options determined in accordance with the fair value based method prescribed in ASC Section 718-20-25. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period, if any, of the stock option.

Property Holding Costs

Holding costs to maintain a property on a care and maintenance basis are expensed in the period they are incurred. These costs include security and maintenance expenses, lease and claim fees payments, and environmental monitoring and reporting costs.

Exploration and Development Costs

Mineral property interests include optioned, leased, and acquired mineral development and exploration stage properties. The amount capitalized related to a mineral property interest represents its fair value at the time it was optioned or acquired, either as an individual asset or as a part of a business combination. The value of such assets is primarily driven by the nature and amount of mineralized material believed to be contained in such properties. Exploration costs are expensed as incurred and development costs are capitalized if proven and probable reserves exist and the property is a commercially minable property. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mineral interests costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

Fair Value of Financial Instruments

The ~~carrying~~book ~~value~~values of ~~the Company's financial instruments~~cash, ~~including~~ prepaid expenses, and accounts payable and accrued liabilities atapproximate ~~April 30, 2011 approximates~~ their respective fair values due to the short-term nature of these ~~financial~~ instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

	•	Level one — inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities;
	•	Level two — inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and
	•	Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.

F - 8

New Accounting Pronouncements

~~ASU~~Goodwill ~~No. 2010-06~~Impairment

In ~~January~~September ~~2010~~2011, ~~the~~ASC ~~FASB~~guidance was issued ~~ASU~~related ~~2010-06~~to ~~“Fair~~goodwill ~~Value~~impairment. ~~Measurements~~Under ~~and~~the ~~Disclosures~~updated ~~(Topic 820-10)~~guidance, ~~Improving~~ ~~Disclosures~~an ~~About~~entity ~~Fair~~will ~~Value~~have ~~Measurements”. This~~the ~~update~~option ~~provides amendments~~ to ~~Topic~~first ~~820~~assess ~~that~~qualitatively ~~will~~whether ~~provide~~it ~~more~~is ~~robust~~necessary ~~disclosures~~to ~~about~~perform ~~(1)~~ the ~~different~~current ~~classes~~two-step ofgoodwill ~~assets~~impairment ~~and~~test. ~~liabilities~~If ~~measured~~the atCompany ~~fair value~~believes, ~~(2)~~as ~~the~~a ~~valuation~~result ~~techniques~~of ~~and~~its ~~inputs~~qualitative ~~used~~assessment, ~~(3)~~that ~~the~~it ~~activity~~is inmore-likely-than-not ~~Level~~that 3the fair value ~~measurements,~~of ~~and~~a ~~(4)~~reporting ~~the~~unit ~~transfers~~is ~~between~~less ~~Level~~than 1,its 2carrying amount, ~~and~~the ~~3. The~~quantitative ~~standard~~impairment ~~adds~~test ~~new~~is ~~disclosure and clarifies existing disclosure requirements~~required. ~~The~~ ~~new~~Otherwise, ~~standard~~no ~~requires~~further ~~disclosures~~testing ofis ~~the~~required. ~~fair~~The ~~value~~update ofis ~~financial~~effective ~~instruments~~ for ~~interim~~the ~~reporting~~Company’s ~~periods~~fiscal ofyear ~~publicly~~beginning ~~traded~~May ~~companies~~1, in2012 ~~addition~~with toearly ~~the~~adoption ~~annual~~permitted. ~~disclosure~~The ~~required~~Company atdoes ~~year-end. The~~not ~~provisions~~expect of the ~~new~~updated ~~standard~~guidance ~~are~~to ~~effective~~have ~~for~~an ~~the~~impact ~~interim~~its ~~periods~~financial ~~ending after June 15~~position, ~~2009. The~~results ~~adoption~~ of operations ~~ASU~~or ~~2010-06~~cash ~~has been reflected in Company’s financial statements~~flows.

Comprehensive Income

In June 2011, ASC guidance was issued related to comprehensive income. Under the updated guidance, an entity will have the option to present the total of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In addition, the update required certain disclosure requirements when reporting other comprehensive income. The update does not change the items reported in other comprehensive income or when an item of other comprehensive income must be reclassified to income. Subsequently, in December 2011, the FASB issued its final standard to defer the new requirement to present components of reclassifications of other comprehensive income on the face of the income statement. Companies will still be required to adopt the other requirements contained in the new standard on comprehensive income. The adoption of this guidance is not expected to have an impact on the Company’s financial position, results of operations or cash flows.

Fair Value Accounting

In May 2011, ASC guidance was issued related to disclosures around fair value accounting. The updated guidance clarifies different components of fair value accounting including the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity and disclosing quantitative information about the unobservable inputs used in fair value measurements that are categorized in Level 3 of the fair value hierarchy. The update is effective for the Company’s fiscal year beginning May 1, 2012. The Company does not expect the updated guidance to have a significant impact on its financial position, results of operations or cash flows.

NOTE 4 – MINERAL PROPERTY INTERESTS

Marietta Property

On May 18, 2010, the Company executed a property lease agreement with MinQuest, Inc. (“MinQuest”) whereby the Company leased certain unpatented mineral claims from MinQuest collectively referred to as the Marietta Property (the “Marietta”). The Marietta Property is located in Mineral County, Nevada and currently consists of five unpatented claims. The lease agreement is for a period of 20 years with annual lease payments of $5,000 due on May 15 of each year. There are no minimum annual exploration expenditures required under the agreement. However, any exploration programs undertaken by the Company during the lease period shall carryforward and be credited against any future property option agreement should such a property option agreement be executed between the Company and MinQuest. Upon execution of the Marietta Agreement, the Company paid MinQuest $5,000 as well as reimbursed MinQuest $756 relating to property holding costs. As a result of the Marietta property not containing any known ~~resource~~or assigned resources or reserves, the Company has written down both its initial $5,000 property lease payment and the lease payment made May 18, 2011 in the ~~statement~~statements of operations and comprehensive loss at April 30, 2012 and 2011 respectively.

F - 9

Under the agreement with MinQuest, all of our payment obligations are non-refundable. If we do not make any payments under the agreement we will lose any payments made and all our rights to the property. MinQuest has retained a 3% royalty of the aggregate proceeds received by the Company from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties. All of the annual lease payments under the agreement shall be treated as advance royalty payments and will be an offset to the production royalty due until the total amount paid to MinQuest has been recouped.

The agreement will terminate if the Company fails to comply with any of its obligations under either agreement and fails to cure such alleged breach. If the Company gives notice that it denies a default has occurred, the matter shall be determined finally through such means of dispute resolution as such matter has been subjected to by either party. The agreement can be terminated by the Company by providing MinQuest with 60 days written notice.

Crescent Fault Property

On April 4, 2011, the Company executed a property option agreement (the “Agreement”) with MinQuest granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest. The property known as the Crescent Fault Property is located in Eureka County, Nevada and currently consists of 33 unpatented claims (the ‘Property”).

F - 9

Annual option payments and minimum annual exploration expenditures under Agreement are as noted below:

		Property		Work
		Payments		Expenditures
Upon Execution of the Agreement	$	20,000	$	-
By April 4, 2012		20,000		200,000
By April 4, 2013		65,000		200,000
By April 4, 2014		45,000		200,000
By April 4, 2015		60,000		250,000
By April 4, 2016		70,000		250,000
By April 4, 2017		80,000		300,000
By April 4, 2018		90,000		300,000
By April 4, 2019		100,000		350,000
By April 4, 2020		100,000		400,000
By April 4, 2021		250,000		750,000
	$	900,000	$	3,200,000

Upon execution of the Agreement the Company paid MinQuest $20,000 and well as reimbursed MinQuest for the Crescent Fault’s holdings and related property costs in the amount of $7,920. In addition, on April 4, 2012 the Company made a $20,000 property lease payment. As a result of the Crescent Fault property not containing any known resource, the Company has written down its initial $20,000 property ~~lease~~option payment and the $20,000 payment made on April 4, 2012 in the statement of operations and comprehensive loss at April 30, 2012 and 2011 respectively.

F - 10

Since our payment obligations are non-refundable, if we do not make any payments under the Agreement we will lose any payments made and all our rights to the Property. If all said payments under the Agreement are made, then we will acquire all mining interests in the Property. If the Company fails to make any payment when due the Agreement gives the Company a 60-day grace period to pay the amount of the deficiency. MinQuest retained a 3% royalty of the aggregate proceeds received by the Company from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the Property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties. The Company shall have the one time right exercisable for 90 days following completion of a bankable feasibility study to buy up to two thirds (66.7%) of Minquest’s royalty (i.e. an amount equal to 2% of the royalty) for $4,000,000. The right to purchase the said royalty interest shall be exercised by the Company providing MinQuest with notice of the purchase accompanied by payment in the amount of $4,000,000.

FNOTE -5 10– RECLAMATION DEPOSIT

~~NOTE~~The 5Company -has ~~INCOME~~paid ~~TAXES~~a $10,330 reclamation deposit on its Crescent Fault property. The reclamation deposit is refundable upon completion of the required remediation of the property at the completion of the Company’s planned drill program.

NOTE 6 - COMMON STOCK TRANSACTIONS

Stock Split

On November 15, 2011 the Company’s Board of Directors approved a resolution to split the Company’s common stock on a 3:1 forward stock split basis. The record and payment dates of the forward split were November 29, 2011 and December 12, 2011 respectively. All of the common shares issued and outstanding on November 29, 2011 were split effective December 12, 2011. All references to share and per share amounts have been restated in these financial statements to reflect the split.

Share Issuances

On March 19, 2010 the Company issued 60,000,000 shares of common stock to the founder of the Company at $0.000033 per share for total proceeds of $2,000.

On April 26, 2010 the Company issued 10,500,000 shares of common stock to private investors at $.0033 per share for gross proceeds of $35,000.

On May 28, 2010, the Company completed a private placement of 3,720,000 common shares at $0.01667 per share for a total offering price of $62,000.

On April 4, 2011 the Company completed a private placement of 3,600,000 common shares at $0.0833 per share for a total offering price of $300,000. At April 30, 2011, $100,000 of the proceeds had not been collected by the Company. Such proceeds were received by the Company during the year ended April 30, 2012.

F - 11

Share Cancellation

On January 30, 2012, the Company’s controlling shareholder, Gurpartap Singh Basrai returned 30,000,000 shares of common stock to the Company for cancellation. Mr. Basrai returned the shares for cancellation in order to reduce the number of shares issued and outstanding. Subsequent to the cancellation, the Company had 47,820,000 shares issued and outstanding; a number that Mr. Basrai, who is also an officer and director of the Company considers more in line with the Company’s business plans.

Stock Options

On January 25, 2012 the Company adopted its 2012 Stock Option Plan (“the 2012 Plan”). The 2012 Plan provides for the granting of up to 5,000,000 stock options to key employees, directors and consultants, of common shares of the Company. Under the 2012 Plan, the granting of stock options, the exercise prices, and the option terms are determined by the Company's Board of Directors or a committee designated by the Board to administer the 2012 Plan. For incentive options, the exercise price shall not be less than the fair market value of the Company's common stock on the grant date. (In the case of options granted to an employee who owns stock possessing more than 10% of the voting power of all classes of the Company's stock on the date of grant, the option price must not be less than 110% of the fair market value of common stock on the grant date.). Options granted are not to exceed terms beyond five years.

In order to exercise an option granted under the Plan, the optionee must pay the full exercise price of the shares being purchased. Payment may be made either: (i) in cash; or (ii) at the discretion of the Board, by delivering shares of common stock already owned by the optionee that have a fair market value equal to the applicable exercise price; or (iii) with the approval of the Board, with monies borrowed from us.

Subject to the foregoing, the Committee has broad discretion to describe the terms and conditions applicable to options granted under the Plan. The Board may at any time discontinue granting options under the Plan or otherwise suspend, amend or terminate the Plan and may, with the consent of an optionee, make such modification of the terms and conditions of such optionee’s option as the Board shall deem advisable. No stock options have been granted under the 2012 Plan.

NOTE 7 - INCOME TAXES

Deferred tax assets of the Company are as follows:

	2011			2010
	2012			2011
Non-capital losses carried forward		3575,~~000~~700			135,000
Less: valuation allowance		(3575,~~000~~700	)		(135,000	)
Deferred tax asset recognized		-			-

A valuation allowance has been recorded to reduce the net benefit recorded in the financial statements related to these deferred tax assets. The valuation allowance is deemed necessary as a result of the uncertainty associated with the ultimate realization of these deferred tax assets.

The provision for income tax differs from the amount computed by applying statutory federal income tax rate of 34% (2011- 34%) to the net loss for the year. The sources and effects of the tax differences are as follows:

	2011			2010
	2012			2011
Computed expected tax benefit		3440,~~000~~700			134,000
Change in valuation allowance		(3440,~~000~~700	)		(134,000	)
Income tax provision		-			-

As of April 30, ~~2011~~2012, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $99222,~~500~~700 which begin expiring in 2030.

~~NOTE~~F 6 - ~~COMMON STOCK TRANSACTIONS~~12

On March 19, 2010 the Company issued 20,000,000 shares of common stock to the founder of the Company at $0.0001 per share for total proceeds of $2,000.

On April 26, 2010 the Company sold 3,500,000 shares of common stock to private investors at $.01 per share for gross proceeds of $35,000.

On May 28, 2010, the Company completed a private placement of 1,240,000 common shares at $0.05 per share for a total offering price of $62,000.

On April 4, 2011 the Company completed a private placement of 1,200,000 common shares at $0.25 per share for a total offering price of $300,000. At April 20, 2011, $100,000 of the proceeds had not been collected by the Company. Such proceeds were received by the Company subsequent to April 30, 2011.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

On April 1, 2011 the Company renewed its lease for its shared office at a rate of $169 per month for one more year.

NOTE 8 – RELATED PARTY TRANSACTIONS

During the year ended April 30, ~~2011~~2012 the Company paid $56,~~750~~000 (~~2010~~2011 - $~~nil~~5,750) in directors’ fees to one of our directors for serving on the Company’s Board of Directors.

FNOTE 9 - 11COMMITMENTS AND CONTINGENCIES

On April 1, 2012 the Company renewed its lease for its shared office at a rate of $169 per month for one more year.

F - 13

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management, including its chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of April 30, 2012, the date of the Company’s most recently completed fiscal year end. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective, as of April 30, 2012, in ensuring that material information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management, including the Company’s Chief Executive Officer and Principal Financial Officer assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2012. In making this assessment, management used the framework in “Internal Control - Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on the assessment performed, management believes that as of April 30, 2012 the Company’s internal control over financial reporting was effective based upon the COSO criteria.

Lack of Segregation Of Duties

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Officers

All directors of our Company hold office until the next annual meeting of the stockholders or until their successors are elected and qualified. The officers of our Company are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal. Our directors and executive officers, their ages, positions held and duration each person has held that position, are as follows:

Name	Position Held with the Company	Age	Date First Appointed
Gurpartap Singh Basrai	Chairman, President, Chief Executive Officer, Chief Operating Officer, Secretary Treasurer, and Director	60	September 16, 2009
William Eastwood	Director	78	May 15, 2010

Business Experience

The following is a brief account of the education and business experience of each or our directors and our executive officer.

Gurpartap Singh Basrai is a businessman who has owned and operated several businesses in the Fremont, California area for over 30 years. Since 1978 he has owned Haller’s Pharmacy. In 2004 he was the President of the Alameda County Pharmacist Association and is a current Board member of the Alameda Alliance for Health, a company which provides health care coverage to over 100,000 children and adults. In addition, Mr. Basrai is an active consultant to several Intermediate Care Facilities as well as the Fremont Surgery Center. Mr. Basrai holds a Doctorate of Pharmacy from the University of the Pacific School of Pharmacy. Mr. Basrai is also the sole executive officer of Ranger Gold Corp., a publicly-traded, junior exploration company. Mr. Basrai was appointed to the Board of Directors as he is an accomplished businessman with decades of experience in operating successful businesses.

There are no family relationships among our directors or officers. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last ten years. We are not aware of any proceedings to which any of our officers or directors, or any associate of any such officer or director is a party adverse to our company or has a material interest adverse to it. There are no agreements with respect to the election of directors. Other than described below, we have not compensated our directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors.

Audit Committee Financial Expert

The Board of Directors has not established an audit committee and does not have an audit committee financial expert. The Board is seeking additional Board members whom it hopes will qualify as such an expert.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires officers and directors of the Company and persons who own more than ten percent of a registered class of the Company’s equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to the Company. We believe, based solely on our review of the copies of such forms, that during the fiscal year ended April 30, 2011, all reporting persons complied with all applicable Section 16(a) filing requirements.

Code of Ethics

The Company has not adopted a Code of Ethics because of the small size and limited resources of the Company, and because management's attention has been focused on matters pertaining to raising capital and the operation of the business.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

Involvement in Certain Legal Proceedings

There are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

Changes to Procedures for Recommendations of Director Nominees

During the fiscal year ended April 30, 2012, there were no material changes to the procedures by which security holders may recommend nominees to our board of directors.

Item 11. Executive Compensation

Summary Compensation Table

The table below sets forth information concerning compensation paid, earned or accrued by our chief executive officer for the last two fiscal years. No executive officer earned compensation in excess of $100,000 during our 2012 and 2011 fiscal years.

SUMMARY COMPENSATION TABLE

						Non-Equity	Nonqualified	All
Name and				Stock	Option	Incentive Plan	Deferred	Other
Principal		Salary	Bonus	Awards	Awards	Compensation	Compensation	Compensation	Total
Position	Year	($)	($)	($)	($)	($)	Earnings ($)	($)	($)
Gurpartap Singh Basrai	2012	0	0	0	0	0	0	0	0
President, Chief Executive Officer	2011	0	0	0	0	0	0	0	0

Since inception, we have not paid compensation exceeding $100,000 per year to any of our executive officers.

Outstanding Equity Awards

Since our incorporation on September 16, 2009 there have been no equity awards of any kind granted to any of the Company’s officers or directors as of April 30, 2012.

Compensation of Directors

Name (a)	Year	Fees Earned or Paid in Cash ($) (b)	Stock Awards ($) (c)	Option Awards ($) (d)	Non-Equity Incentive Plan Compensation ($) (e)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f)	All Other Compensation ($) (g)	Total ($) (h)
William Eastwood	2012	0	0	0	0	0	6,000	6,000
	2011	0	0	0	0	0	5,750	5,750

Commencing with his appointment on May 15, 2010, Mr. Eastwood began receiving $500 a month for serving in the capacity as a director of the Company. In accordance with the terms of a service agreement with Mr. Eastwood, dated May 15, 2010 (the “Service Agreement”), he is to receive such amount in advance on a quarterly basis for as long as he is a director.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table lists, as of July 30, 2012, the number of shares of common stock of the Company beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of the Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 47,820,000 shares of Common Stock which are issued and outstanding as of July 30, 2012. Unless indicated otherwise, all addresses below are c/o Tundra Gold Corp., 200 S Virginia, 8th Floor, Reno, Nevada, 89501.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class
Gurpartap Singh Basrai	30,000,000	62.7%
William Eastwood	-	-
Directors and Officers as a Group (2 individuals)	30,000,000	62.7%

Item 13. Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions

On March 19, 2010, we issued an aggregate of 60,000,000 shares of our common stock to Gurpartap Singh Basrai our founder, President, Chief Executive Officer, Chairman, and Director. The shares were issued in consideration for the payment of $2,000. On January 30, 2012, Mr. Basrai returned 30,000,000 shares of common stock to the Company for cancellation. Mr. Basrai returned the shares for cancellation in order to reduce the number of shares issued and outstanding. Subsequent to the cancellation, the Company had 47,820,000 shares issued and outstanding; a number that Mr. Basrai considers more in line with the Company’s business plans.

Mr. Eastwood is also a contract geologist for MinQuest. We are parties to the Lease Agreement and the Property Option Agreement with MinQuest.

Director Independence

Item 14. Principal Accounting Fees and Services

	Fiscal year ending April 30, 2012		Period ending April 30, 2011
Audit Fees	$	21,020	$	19,000
Audit Related Fees		0		0
Tax Fees		500		500
All Other Fees		0		0

As of April 30, 2012, the Company did not have a formal, documented pre-approval policy for the fees of the principal accountant. It is in the process of adopting such a policy.

Item 15. Exhibits

EXHIBIT NUMBER		DESCRIPTION
3.1		Articles of Incorporation of Registrant. (1)
3.2		Amendment to Articles of Incorporation – Name Change (1)
3.3		Amendment to Articles of Incorporation – Par Value (1)
3.4		By-Laws of Registrant. (1)
4.1		Form of stock certificate. (1)
4.2		2012 Stock Option Plan (3)
4.3		Form of Stock Option Agreement (3)
10.1		Form of Regulation S Subscription Agreement (1)
10.2		Form of Regulation D Subscription Agreement (1)
10.3		Minerals Lease and Agreement dated May 18, 2010 by and between Tundra Gold Corp. and MinQuest, Inc. (1)
10.4		Service Agreement dated May 15, 2010 by and between William Eastwood and the Company (1)
10.5		Crescent Fault Property Option Agreement dated April 4, 2011 by and between Tundra Gold Corp. and MinQuest, Inc. (2)
10.6		Form of Regulation S Subscription Agreement (2)
31		Rule 13a-14(a)/15d14(a) Certifications (attached hereto)
32		Section 1350 Certifications (attached hereto)

(1) Previously filed with the Company’s Registration Statement, filed with the Securities and Exchange Commission on August 26, 2010, file no. 333-169066

(2) Previously filed with the Company’s Form 8-K filed with the SEC on April 4, 2011.

(3) Previously filed with the Company’s Form 8-K filed with the SEC on January 31, 2012

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, thereunto duly authorized.

TUNDRA GOLD CORP.
Dated: July 29, 2011	By: /s/ Gurpartap Singh Basrai
Dated: July 30, 2012	By: /s/ Gurpartap Singh Basrai
	Name: Gurpartap Singh Basrai
	Title: President, Chief Executive and Operating Officer, Secretary and Treasurer, and Director (Principal Executive, Financial and Accounting Officer)

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

SIGNATURE	TITLE	DATE
/s/Gurpartap Singh Basrai Gurpartap Singh Basrai	Director, President, Chief Executive and Operating Officer, Secretary, and Treasurer (Principal Executive, Financial, and Accounting Officer)	July 2930, ~~2011~~2012
/s/ William Eastwood William Eastwood	Director	July 2930, ~~2011~~2012

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