UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

ACT OF 1934

For the Quarterly Period Ended ~~October~~January 31, ~~2011~~2012

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

ACT OF 1934

For the transition period from _____________ to _____________

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

TUNDRA GOLD CORP.

(Exact name of registrant as specified in its charter)

Nevada	27-2019656
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

200 S Virginia, 8th Floor, Reno, Nevada 89501

(Address of principal executive offices) (Zip Code)

775 398 3012

(Registrant's telephone number, including area code)

________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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

[ ] 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 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.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 7747,820,000 shares of common stock, $0.0001 par value, issued and outstanding as of ~~December~~March 148, ~~2011~~2012.

TABLE OF CONTENTS

Page PART I - Financial Information 3 Item 1. Financial Statements 3 Balance Sheets as of ~~October~~January 31, ~~2011~~2012 (unaudited) and April 30, 2011 3 Statements of Operations (unaudited) for the three and ~~six~~nine-month periods ended ~~October~~January 31, ~~2011~~2012 and ~~2010~~2011 and for the period from September 16, 2009 (inception) to ~~October~~January 31, ~~2011~~2012 4 Statements of Cash Flows (unaudited) for the ~~six~~nine-month periods ended ~~October~~January 31, ~~2011~~2012 and ~~2010~~2011 and for the period from September 16, 2009 (inception) to ~~October~~January 31, ~~2011~~2012 5 Notes to the Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 712 Item 3 Quantitative and Qualitative Disclosures About Market Risk 1115 Item 4. Controls and Procedures 1415 14 PART II – Other Information 15 Item 1. Legal Proceedings 15 Item 1A. Risk Factors 1516 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 1516 Item 3. Defaults Upon Senior Securities 1516 Item 4. (Removed and Reserved) 1516 Item 5. Other Information 1516 Item 6. Exhibits 1516

Item 1. Financial Statements.

TUNDRA GOLD CORP.

(An Exploration Stage Company)

BALANCE SHEETS

	(Unaudited)
	October 31,			April 30,
	January 31,			April 30,
	2011			2011
	2012			2011
ASSETS
Current Assets
Cash	$	~~246~~199,~~776~~484		$	203,290
Prepaid Expenses		35,~~121~~316			1,846
Total Current Assets		~~249~~204,~~897~~800			205,136
Total Assets	$	249,897		$	205,136
Reclamation Deposit (note 5)		10,330			-
Total Assets	$	215,130		$	205,136
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable and Accrued Liabilities	$	185,~~316~~698		$	5,620
Total Current Liabilities		185,~~316~~698			5,620
Stockholders' Equity
Common Stock, Par Value $.0001 Authorized 100,000,000 shares, 77,820,000 shares issued and outstanding at October 31, 2011 (April 30, 2011 – 77,820,000)		7,782			7,782
Common Stock, Par Value $.0001 Authorized 100,000,000 shares, 47,820,000 shares issued and outstanding at January 31, 2012 (April 30, 2011 – 77,820,000)		4,782			7,782
Additional Paid-In Capital		~~391~~394,218			391,218
Subscriptions Receivable		-			(100,000	)
Deficit Accumulated Since Inception of Exploration Stage		(~~167~~189,~~419~~568	)		(99,484	)
Total Stockholders' Equity		~~231~~209,~~581~~432			199,516
Total Liabilities and Stockholders' Equity	$	~~249~~215,~~897~~130		$	205,136

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

TUNDRA GOLD CORP.

A Development Stage Company

STATEMENTS OF OPERATIONS

(Unaudited)

													Cumulative
													Since
	For the Three Months						For the ~~Six~~Nine Months						September 16, 2009
	Ended						Ended						~~2009~~(Inception) to
	October 31,						October 31,						(Inception) to
	January 31,						January 31,						January 31,
	2011			2010			2011			2010			October 31, 2011
	2012			2011			2012			2011			2012
Revenues	$	0-		$	0-		$	0-		$	0-		$	0-
Cost of Revenues		-			-			-			-			-
Gross Margin		-			-			-			-			-
Expenses
Mineral Property Exploration Expenditures		133,~~788~~300			13,~~927~~757			2831,~~002~~302			26,~~683~~440			5053,~~151~~451
General and Administrative		18,~~838~~849			1210,~~481~~239			3453,~~933~~782			2838,~~514~~753			87106,~~268~~117
Total Expenses		3222,~~626~~149			1413,~~408~~996			6285,~~935~~084			3145,~~197~~193			~~137~~159,~~419~~568
Net Loss from Operations		(3222,~~626~~149	)		(1413,~~408~~996	)		(6285,~~935~~084	)		(3145,~~197~~193	)		(~~137~~159,~~419~~568	)
Other Income (Expense)
Interest		-			-			-			-			-
Net Other Income (Expense)		-			-			-			-			-
Write-down of Mineral Property Acquisition Payments		-			-			(5,000	)		(5,000	)		(30,000	)
Net Loss	$	(3222,~~626~~149	)	$	(1413,~~408~~996	)	$	(6790,~~935~~084	)	$	(3650,~~197~~193	)	$	(~~167~~189,~~419~~568	)
Basic and Diluted Loss per Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Shares Outstanding (1)		77,~~820~~167,~~000~~826			74,220,000			77,~~820~~602,~~000~~609			73,~~653~~842,~~912~~609

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

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

TUNDRA GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

							Cumulative
							Since
							September 16, 2009
	For the Six Months Ended October 31						Inception of
							Inception of
							Exploration
	For the Nine Months Ended January 31,						Exploration
	2011			2010			Stage
	2012			2011			Stage
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(6790,~~935~~084	)	$	(3650,~~197~~193	)	$	(~~167~~189,~~419~~568	)
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		5,000			5,000			30,000
Change in Operating Assets and Liabilities
(Increase) Decrease in Prepaid Expenses		(13,~~275~~470	)		~~1,661~~(556	)		(35,~~121~~316	)
Increase (Decrease) in Accounts Payable and Accrued Liabilities		~~12,696~~78			~~4,237~~(844	)		185,~~316~~698
Net Cash Used in Operating Activities		(5188,~~514~~476	)		(2546,~~299~~593	)		(~~122~~159,~~224~~186	)
CASH FLOWS FROM INVESTING ACTIVITIES
Mineral Property Acquisition Costs		(5,000	)		(5,000	)		(30,000	)
Net Cash Used in Investing Activities		(5,000	)		(5,000	)		(30,000	)
Reclamation deposit		(10, 330	)		—			(10,330	)
Net Cash Used in Investing Activities		(15,330	)		(5,000	)		(40,330	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the Sale of Common Stock		—			62,000			399,000
Collection of Subscriptions Receivable		100,000			35,000			—
Net Cash Provided by Financing Activities		100,000			97,000			399,000
Net (Decrease) Increase in Cash and Cash Equivalents		43(3,~~486~~806	)		6645,~~701~~407			~~246~~199,~~776~~484
Cash and Cash Equivalents at Beginning of Period		203,290			1,971			—
Cash and Cash Equivalents at End of Period	$	~~246~~199,~~776~~484		$	6847,~~672~~378		$	~~246~~199,~~776~~484

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

TUNDRA GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

(Continued)

					Cumulative
					Since
					September 16, 2009
	For the Six Months Ended				Inception of
	For the Nine Months Ended				Inception of
	October 31,		October 31,		Exploration
	January 31,		January 31,		Exploration
	2011		2010		Stage
	2012		2011		Stage
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.

TUNDRA GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

Organization and Basis of Presentation

Tundra Gold Corp. (“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 ~~October~~January 31, ~~2011~~2012. The Company was established to operate in the acquisition, exploration, and if warranted and feasible, development of natural resource properties.

Interim Reporting

The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended April 30, 2011. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the fiscal year ended April 30, 2011, has been omitted. The results of operations for the three and ~~six~~nine-month periods ended ~~October~~January 31, ~~2011~~2012 are not necessary indicative of results for the entire year ending April 30, 2012.

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 $~~167~~189,~~419~~568 for the period from September 16, 2009 (inception) to ~~October~~January 31, ~~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 $~~247~~241,000 to fund its operations during the next twelve months which will include property lease and option payments, undertaking a drill program on its Crescent Fault 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. The Company has raised a total of $399,000 since inception. The Company does not currently have sufficient cash to fund all of its planned operations for the next twelve months. In order to develop its properties, the Company will need to obtain additional financing. Management may in the future 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. 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.

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.

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 ~~October~~January 31, ~~2011~~2012 and ~~2010~~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.

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 book values of cash, prepaid expenses, and accounts payable and accrued liabilities approximate their respective fair values due to the short-term nature of these 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.

·	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.

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 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. The Company made the second $5,000 lease payment on May 15, 2011. As a result of the Marietta Property not containing any known resource, the Company has written down its aggregate $10,000 in property lease payments in the statement of operations and comprehensive loss.

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 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 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”).

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 as well as reimbursed MinQuest for the Crescent Fault’s holdings and related property costs in the amount of $7,920. As a result of the Crescent Fault property not containing any known resource, the Company has written down its initial $20,000 property lease payment in the statement of operations and comprehensive loss at April 30, 2011.

Since the Company’s payment obligations are non-refundable, if the Company does not make any payments under the Agreement it will lose any payments made and all its rights to the Property. If all said payments under the Agreement are made, then the Company 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.

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. 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. The Company also has the right to terminate the Agreement by giving notice to MinQuest.

NOTE 5 – ~~RELATED~~RECLAMATION ~~PARTY TRANSACTIONS~~DEPOSIT

~~During~~The ~~the~~Company ~~six-month~~has ~~period~~paid ~~ended~~a ~~October 31~~$10,330 ~~2011~~reclamation ~~the~~deposit ~~Company~~on ~~paid~~its ~~$3,000~~LB/Vixen ~~(2010~~property. The -reclamation ~~$2,750)~~deposit inis ~~directors’~~refundable ~~fees~~upon tocompletion ~~one~~of the required remediation of ~~our~~the ~~directors~~property at the completion of the Company’s planned drill program.

NOTE 6 – ~~SUBSEQUENT~~RELATED ~~EVENT~~PARTY TRANSACTIONS

During the nine-month period ended January 31, 2012 the Company paid $4,500 (2011 - $4,250) in directors’ fees to one of our directors.

NOTE 7 – SHARE CAPITAL

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.

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.

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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the financial statements of Tundra Gold Corp. (the “Company”), which are included elsewhere in this Form 10-Q. Certain statements contained in this report, including statements regarding the anticipated development and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see the Form 10-K for the fiscal year ended April 30, 2011 filed by the Company with the Securities and Exchange Commission.

All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

Business Operations

During the next twelve months our objective is to continue to explore the properties subject to our mineral claims. The funds in our treasury are not sufficient to meet all planned activities as outlined below. The Company currently expects that it will need approximately $~~247~~241,000 to fund its operations during the next twelve months which will include property lease and option payments, undertaking a drill program on its Crescent Fault Property, costs associated with maintaining an office, and professional, legal and accounting expenses associated with our being a reporting company under the Securities Act of 1934. In order to undertake its operating plans the Company will need to obtain ~~additional~~ additional financing. Management may in the future seek additional capital through the sale of its common stock. although there are no assurances that management’s plans will be realized..

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 a minimal staff level, which currently consists of our two directors, one of which is also our sole executive officer, 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.

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. We therefore anticipate optioning or selling 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. We believe that optioning or selling a deposit found by us to these major mining companies, would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and would also provide future capital for the Company to continue operations.

The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the property we have in Nevada contains 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.

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 property. To date we have one property under option. We have not yet conducted exploration on the property but we have initiated the development of a budget that is expected to include mapping, sampling, and surveying on our property over the next 12 months. There has been no indication as yet that any mineral deposits exist on the property, and there is no assurance that a commercially viable mineral deposit exists on our property. Further exploration will be required before a final evaluation as to the economic feasibility can be determined.

Crescent Fault Property

In the last three months the Company has been focused on its Crescent Fault Property. The Company has completed a compilation of the available historical data and a budget proposal 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 an archeological survey. The Company has completed the archeological survey and has submitted a bond proposal to the Bureau of Land Management (“BLM”) in the amount of $10,330. The ~~Company~~timing ~~currently~~of ~~expects to receive~~ the ~~final~~planned ~~approval for its~~ drill program inwill ~~December~~depend ~~2011.~~on ~~The~~weather, the Company’s ~~plans~~ability to ~~commence~~raise ~~the~~additional ~~drill~~funds ~~program immediately~~and ~~after~~the ~~receiving~~approval ~~final~~of ~~approval~~the ~~from~~bond proposal to the BLM. ~~However,~~Access ~~access~~ to the property is weather dependent so the timing of the drilling is not known for certain.

Marietta Property

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. However, the Company is currently focusing on the Crescent Fault Property and as a result is not currently undertaking any work on the Marietta Property.

Results of Operations

We did not earn any revenues during the three or ~~six~~nine-months ended ~~October~~January 31, ~~2011or~~2012 ~~2010~~or 2011. The Company is in the exploration stage and we will be in the exploration stage of our business for an extended period of time. As a result we do not anticipate earning revenues until we have developed an exploration property. We can provide no assurance that we will discover commercially exploitable levels of mineral resources on our property, or if such resources are discovered, that we will enter into commercial production of our mineral property.

For the three-months ended ~~October~~January 31, ~~2011~~2012 we had a net loss of $3222,~~626~~149 compared to a net loss of $1413,~~408~~996 in the corresponding period in ~~2010~~2011. The increase in the net loss was largely due to the Company incurring $1318,~~788~~849 in ~~mineral~~general ~~property exploration expenses related to the archeological survey~~ and ~~mapping of its Crescent Fault Property. Only $1,927 in property expenses was incurred in 2010 relating to the Marietta Property. General and~~ administrative expenses ~~increased~~compared to $1810,~~838~~239 ~~for~~during the corresponding three~~-months~~ ~~ended~~month ~~October 31, 2011 from $12,481 for the same~~ period in ~~2010~~2011. The increase was largely due to ~~costs~~higher ~~associated~~professional ~~with~~fees ~~engaging~~as awell ~~transfer~~as ~~agent~~higher filing and ~~generally~~transfer ~~higher~~fees ~~administration costs~~in as the ~~Company’s~~quarter ~~overall~~ended ~~level~~January of31, ~~activity~~2012 ~~has~~compared ~~increased~~to inthe ~~2011~~corresponding ~~compared~~period toin ~~2010~~2011.

For the ~~six~~nine-months ended ~~October~~January 31, ~~2011~~2012 we had a net loss of $6790,~~935~~084 compared to a net loss of $3650,~~197~~193 in the corresponding period in ~~2010~~2011. The increase in the net loss was largely due to the Company incurring $2831,~~002~~302 in mineral property exploration expenses related to the archeological survey and mapping of its Crescent Fault Property. Only $26,~~683~~440 in property expenses was incurred in ~~2010~~2011 relating to the Marietta Property. General and administrative expenses increased to $3453,~~933~~782 for the ~~six~~nine-months ended ~~October~~January 31, ~~2011~~2012 from $2838,~~514~~753 for the same period in ~~2010~~2011. The increase was due to costs associated with engaging a transfer agent and generally higher administration costs as the Company’s overall level of activity has increased in ~~2011~~2012 compared to ~~2010~~2011.

Liquidity and Capital Resources

We had cash of $~~246~~199,~~776~~484 and working capital of $~~231~~199,~~581~~102 as of ~~October~~January 31, ~~2011~~2012. We anticipate that we will incur the following expenses over the next twelve months:

· $25,000 in connection with property lease and option payments under the Company’s Marietta and Crescent Fault property agreements;

· $~~179~~173,000 in property exploration expenses and property holding costs in order to meet the requirements of the Company’s 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.

13Net cash used in operating activities during the nine-months ended January 31, 2012 was $88,476 compared to $46,593 during the nine-months ended January 31, 2011. The cash used in operating activities increased largely due to an increase in the net loss to $90,084 in 2012 compared to $50,193 in 2011. For the nine months ended January 31, 2012, cash received from financing activities was $100,000 from the collection of subscriptions receivable while in 2011, $35,000 was collected from subscriptions receivable and $62,000 was received from the sale of common stock. Investing activities in 2012 included $10,330 paid for the reclamation bond on the Crescent Fault Property. Also, for 2012 and 2011 investing activities consisted of $5,000 in each period related to the annual Marietta Property lease payments.

~~Net~~The ~~cash~~Company ~~used~~currently inexpects ~~operating~~that ~~activities~~it ~~during~~will ~~the~~need ~~six-months~~approximately ~~ended October 31, 2011 was~~ $51241,~~514~~000 ~~compared~~ to ~~$25,299~~fund its operations during the ~~six-months~~next ~~ended~~twelve ~~October~~months ~~31,~~which ~~2010. The~~will ~~cash~~include ~~used~~property inlease ~~operating~~and ~~activities~~option ~~increased~~payments, ~~largely~~exploration ~~due~~of toits anCrescent ~~increase~~Fault inProperty ~~the~~as ~~net~~well ~~loss~~as tothe ~~$67,935~~costs inassociated ~~2011~~with ~~compared~~maintaining toan ~~$36,197 in 2010~~office. ~~The~~Even ~~impact~~though of the ~~higher~~Company ~~net~~completed ~~loss~~a ~~was~~financing ~~partially~~on ~~offset~~April by4, an2011 ~~increase~~for intotal ~~inflows~~proceeds ~~from~~of ~~accounts payable and accrued liabilities to~~ $12300,~~696~~000, ~~for~~ the ~~six-months~~cash ~~ended~~received ~~October~~from ~~31,~~this ~~2011~~financing ~~compared~~is not sufficient to anfund ~~inflow~~all of ~~$4,237~~its inplanned ~~2010. For~~operations for the ~~six~~next twelve months. In ~~ended~~order ~~October~~to ~~31,~~continue ~~2011,~~to ~~cash~~explore ~~received~~its ~~from~~properties, ~~financing~~the ~~activities~~Company ~~was~~will ~~$100,000~~need ~~from~~to ~~the~~obtain ~~collection~~additional offinancing. Management ~~subscriptions~~may ~~receivable~~in ~~while~~the infuture ~~2010, $35,000~~seek ~~was~~additional ~~collected~~capital ~~from~~through ~~subscriptions~~private ~~receivable~~placements and public ~~$62,000~~offerings ~~from the sale~~ of its common stock~~. Investing~~, ~~activities~~although inthere ~~2011~~are ~~and~~no ~~2010~~assurances ~~consisted~~that ofmanagement’s ~~$5,000~~plans ~~related~~will tobe ~~the annual Marietta Property lease payments~~realized.

The Company currently expects that it will need approximately $247,000 to fund its operations during the next twelve months which will include property option payments, exploration of its Crescent Fault Property as well as the costs associated with maintaining an office. Even though the Company completed a financing on April 4, 2011 for total proceeds of $300,000, the cash received from this financing is not sufficient to fund all of its planned operations for the next twelve months. In order to continue to explore its properties, the Company will need to obtain additional financing. Management may in the future 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.14

Going Concern Consideration

As shown in the accompanying financial statements, the Company has incurred a net loss of $~~167~~189,~~419~~568 for the period from September 16, 2009 (inception) to ~~October~~January 31, ~~2011~~2012, and has no revenues. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral property. On April 4, 2011 the Company completed a financing for total proceeds of $300,000. However, the funds from this financing are not sufficient to fund the Company’s current expected operational requirements of $~~247~~241,000 for the next twelve months. We currently have no agreements, arrangements or understandings with any ~~person~~ person or entity to obtain funds through bank loans, lines of credit or any other sources. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

There is substantial doubt about our ability to continue as a going concern. Accordingly, our independent auditors included an explanatory paragraph in their report on the April 30, 2011 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 Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

Smaller reporting companies are not required to provide the information required by this Item.

Item 4. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of ~~October~~January 31, ~~2011~~2012. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the Company’s disclosure and controls are designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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

PART II - OTHER INFORMATION

Item 1. 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 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required by this Item 1A.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. (Removed and Reserved)

Item 5. Other information.

None.

Item 6. Exhibits.

Exhibit 31 - Certification of Principal Executive and Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32 – Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements 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.

Date: ~~December~~March 148, ~~2011~~2012 TUNDRA GOLD CORP. By: /s/ Gurpartap Singh Basrai Gurpartap Singh Basrai President, Chief Executive Officer, Secretary and Treasurer (Principal Executive, Financial, and Accounting Officer)

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Filing Compare · Tundra Gold Corp.