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 July 31, 2012
OR
[ ] 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 000-54585

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, 8 th 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. 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 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: 47,820,000 shares of common stock, $0.0001 par value, issued and outstanding as of September 5, 2012.


 
1

 

TABLE OF CONTENTS

 
Page
   
PART I  - Financial Information
  3
   
Item 1. Financial Statements
 
Balance Sheets July 31, 2012 (unaudited), and April 30, 2012
  3
Statements of Operations (unaudited) for the three month periods ended
 
July 31, 2012 and 2011 and for the period from inception on September 16, 2009 to July 31, 2012
  4
Statements of Cash Flows (unaudited)  for the three month periods ended
 
 July 31, 2012 and 2011 and for the period from inception on September 16, 2009 to July 31, 2011
  5
Notes to the Financial Statements
  7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
  11
Item 3 Quantitative and Qualitative Disclosures About Market Risk
  14
Item 4. Controls and Procedures
  14
   
PART II – Other Information
 
   
Item 1.  Legal Proceedings
  14
Item 1A.  Risk Factors
  14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  15
Item 3. Defaults Upon Senior Securities
  15
Item 4. Mine Safety Disclosures
  15
Item 5. Other Information
  15
Item 6. Exhibits
  15


 
2

 


Item 1.  Financial Statements
TUNDRA GOLD CORP.
(An Exploration Stage Company)
BALANCE SHEETS

   
(Unaudited)
       
   
July 31,
   
April 30,
 
   
2012
   
2012
 
ASSETS
               
Current Assets
               
Cash
 
$
146,427
   
$
165,937
 
Prepaid expenses
   
7,232
     
3,942
 
Total Current Assets
   
153,659
     
169,879
 
 
               
Reclamation Deposit (note 5)
   
10,330
     
10,330
 
Total Assets
 
$
163,989
   
$
180,209
 
                 
LIABILITIES & STOCKHOLDERS’ EQUITY
               
Current Liabilities
               
Accounts payable and accrued liabilities
 
$
15,060
   
$
3,895
 
Total Current Liabilities
   
15,060
     
3,895
 
                 
Stockholders’ Equity
               
Common Stock, Par Value $.0001
               
Authorized 100,000,000 shares,
               
47,820,000 shares issued and outstanding at
               
July 31, 2012 (April 30, 2012– 47,820,000)
   
4,782
     
4,782
 
Paid-in capital
   
394,218
     
394,218
 
Deficit accumulated since inception of exploration stage
   
(250,071)
     
(222,686
)
Total Stockholders’ Equity
   
148,929
     
176,314
 
Total Liabilities and Stockholders’ Equity
 
$
163,989
   
$
180,209
 

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

 
3

 

TUNDRA GOLD CORP.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
 
 
         
Cumulative
 
         
Since
 
   
For the Three Months Ended
   
September 16,
 
   
July 31,
   
2009
 
   
2012
   
2011
   
(Inception)
To July 31, 2012
 
Revenues
  $     $     $  
Cost of Revenues
                 
Gross Margin
                 
                         
Expenses
                       
Mineral Property Exploration Expenditures
          14,214       54,351  
General and Administrative
    22,385       16,095       140,720  
Net Loss from Operations
    (22,385 )     (30,309 )     (195,071 )
                         
Other Income (Expense)
                       
Interest
                 
Net Other Income (Expense)
                 
                         
Write-down of Mineral Property Acquisition Payments
    (5,000 )     (5,000 )     (55,000 )
Net Loss
  $ (27,385 )   $ (35,309 )   $ (250,071 )
                         
Basic and Diluted loss per
                       
Share
  $ (0.00 )   $ (0.00 )        
                         
Weighted Average Shares
                       
Outstanding (1)
    47,820,000       25,940,000          

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




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


 
4

 

TUNDRA GOLD CORP.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
         
Cumulative
 
         
Since
 
         
September 16, 2009
 
   
For the Three Months Ended July 31
   
(Inception)
 
               
To July 31,
 
   
2012
   
2011
   
2012
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net Loss
  $ (27,385 )   $ (35,309 )   $ (250,071 )
Adjustments to Reconcile Net Loss to Net
                       
Cash Used in Operating Activities
                       
Write-down of Mineral Property Acquisition Costs
    5,000       5,000       55,000  
Change in Operating Assets and Liabilities
                       
(Increase) Decrease in Prepaid Expenses
    (3,290 )     (483 )     (7,232 )
Increase (Decrease) in Accounts Payable and      Accrued Liabilities
    11,165       11,828       15,060  
Net Cash Used in Operating Activities
    (14,510 )     (18,964 )     (187,243 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Mineral Property Acquisition Costs
    (5,000 )     (5,000 )     (55,000 )
Reclamation Deposit
                (10,330 )
Net Cash Used in Investing Activities
    (5,000 )     (5,000 )     (65,330 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Proceeds from the Sale of Common Stock
                399,000  
Collection of Subscriptions Receivable
          100,000        
Net Cash Provided by Financing Activities
          100,000       399,000  
                         
Net (Decrease) Increase in
                       
Cash and Cash Equivalents
    (19,510 )     76,036       146,427  
Cash and Cash Equivalents
                       
at Beginning of Period
    165,937       203,290        
Cash and Cash Equivalents
                       
at End of Period
  $ 146,427     $ 279,326     $ 146,427  

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


 
5

 

TUNDRA GOLD CORP.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued)

               
Cumulative
 
               
Since
 
         
September 16, 2009
 
   
For the Three Months Ended
   
(Inception)
 
   
July 31,
   
July 31,
   
To July 31,
 
   
2012
   
2011
   
2012
 
                   
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.


 
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TUNDRA GOLD CORP.
 (An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
 
NOTE 1 – NATURE OF BUSINESS AND OPERATIONS

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 July 31, 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 mineral exploration property under lease located in Mineral County, Nevada.

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 Tundra Gold Corp. 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, 2012.  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, 2012, has been omitted.  The results of operations for the three month period ended July 31, 2012 is not necessary indicative of results for the entire year ending April 30, 2013.

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 $250,071 for the period from September 16, 2009 (inception) to July 31, 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 property 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 expects that it will need approximately $84,000 to fund its operations during the next twelve months which will include property lease payments, exploration of its property, costs associated with maintaining an office, and professional, legal and accounting expenses associated with the Company being a reporting issuer under the Securities Act of 1934.  The Company has raised a total of $399,000 since inception.  The Company currently has sufficient cash to fund its planned operations for the next twelve months.  However, in order to continue to develop its property, the Company will need to obtain additional financing in the future.  Management may 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.  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.

 
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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 July 31, 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.

 
8

 

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.

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.

 
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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”).   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, the Company has written down its respective $5,000 property lease payment in the statement of operations and comprehensive loss at July 31, 2012 and 2011.

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 August 15, 2012 the Company gave notice of termination to MinQuest pursuant to the terms of the Crescent Fault Property Agreement (the “Agreement”) dated April 4, 2011. The Agreement, which was filed as an exhibit to the Company's Form 8-K filed on April 7, 2011, had granted the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property known as the Crescent Fault Property controlled by MinQuest. The Company has determined that the Crescent Fault Property no longer fits with its business parameters.

As a result of such termination, the Crescent Fault Property has been returned to MinQuest and the Company is responsible to pay all claim fees, payments and expenses in order to maintain the property in good standing until August 2013. It is estimated that such fees and expenses will not exceed an aggregate of approximately $5,000.

NOTE 5 – RECLAMATION DEPOSIT

The Company has paid 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.  As a result of the Company having terminated the Crescent Fault Property Option Agreement (note 4), the Company has applied for a refund of the reclamation deposit.


 
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NOTE 6 – RELATED PARTY TRANSACTIONS

During the three months ended July 31, 2012 the Company paid $1,500 (2011 - $1,500) in directors’ fees to one of  its directors.

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. (an exploration stage company) (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 year ended April 30, 2012 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.

General

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 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 properties.   Currently, we have one property under lease. We have not yet conducted significant exploration on the property. There has been no indication as yet that any mineral deposits exist on our 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 and legal feasibility is determined.

 
11

 

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 July 31, 2013, our objective is to continue to explore the Marietta Property.  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.

We do not anticipate any equipment purchases in the twelve months ending July 31, 2013.

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

MinQuest has provided a work plan that included 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 had been focusing on the Crescent Fault Property that resulted in a reduction in work being done on the Marietta Property.  The Company is now working with MinQuest to re-start the exploration program on the Marietta.

Crescent Fault Property

On August 15, 2012 the Company gave notice of termination to MinQuest pursuant to the terms of the Crescent Fault Property Agreement (the “Agreement”) dated April 4, 2011. The Agreement, which was filed as an exhibit to the Company's Form 8-K filed on April 7, 2011, had granted the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property known as the Crescent Fault Property controlled by MinQuest. The Company has determined that the Crescent Fault Property no longer fits with its business parameters.

As a result of such termination, the Crescent Fault Property has been returned to MinQuest and the Company is responsible to pay all claim fees, payments and expenses in order to maintain the property in good standing until August 2013. It is estimated that such fees and expenses will not exceed an aggregate of approximately $5,000

The Company has paid 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.  As a result of the Company having terminated the Crescent Fault Property Option Agreement the Company has applied for a refund of the reclamation deposit.

Results of Operations

We did not earn any revenues during the three-months ended July 31, 2012or July 31, 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.


 
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For the three months ended July 31, 2012 we had a net loss of $27,385 compared to a net loss of $35,309 for the three months ended July 31, 2011.  The decrease in the net loss was largely due to the Company not incurring any mineral property exploration expenses in the three months ended July 31, 2012 compared to $14,214 in the three months ended July 31, 2011.  Partially offsetting the reduction in mineral property exploration expenditures was an increase in general and administrative expenses to $22,385 for the three months ended July 31, 2012 from $16,095 for the three months ended July 31, 2011.  The Company did not incur any mineral property exploration expenditures in 2012 due to the Company terminating the Crescent Fault property option agreement.  In 2011 the Company incurred expenses relating to the archeological survey and mapping of its Crescent Fault Property.  General and administrative expenses were $22,385 for the three months ended July 31, 2012 compared to $16,095 for the same period in 2011.  The increase was due to increases in audit fees and accounting expenses.

Liquidity and Capital Resources

We had cash of $146,427 and working capital of $138,599 as of July 31, 2012. We anticipate that we will incur the following expenses over the next twelve months:

·  
$5,000 in connection with property lease payments under the Company’s Marietta property agreement;

·  
$36,000 in property exploration expenses and claim payments in order to meet the requirements of the Company’s property lease agreement;

·  
$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.

Net cash used in operating activities during the three months ended July 31, 2012 was $14,510 compared to $18,964 during the three months ended July 31, 2011.  The cash used in operating activities decreased partly due to a decrease in the net loss to $27,385 in 2012 compared to $35,309 in 2011.  The impact of the lower net loss was partially offset by an increase in outflows from prepaids of $3,209 for the three-month ended July 31, 2012 compared to an outflow of $483 for the three months ended July 31, 2011.   For the three months ended July 31, 2012, cash received from financing activities was $0 compared to $100,000 in the three months ended July 31, 2011 which was received from the collection of subscriptions receivable.  Investing activities for the three months ended July 31, 2012 and July 31, 2011 consisted of $5,000 related to the annual Marietta property lease payments.

Current cash on hand is sufficient for all of the Company’s commitments for the next twelve months. However, the Company will need additional funding to explore and develop its property in the future.  We anticipate that the additional funding that we require will be in the form of equity financing from the sale of our common stock.  However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund additional phases of the exploration program, should we decide to proceed.  We currently believe that debt financing will not be an alternative for funding any further phases in our exploration program.  The risky nature of this enterprise and lack of tangible assets places debt financing beyond the credit-worthiness required by many banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated.  We do not have any arrangements in place for any future equity financing

We cannot be certain that the required additional financing will be available or available on terms favorable to us. If additional funds are raised by the issuance of our equity securities, such as through the issuance and exercise of warrants, then existing stockholders will experience dilution of their ownership interest. If additional funds are raised by the issuance of debt or other equity instruments, we may be subject to certain limitations in our operations, and issuance of such securities may have rights senior to those of the then existing holders of common stock. If adequate funds are not available or not available on acceptable terms, we may be unable to fund expansion, develop or enhance services or respond to competitive pressures or continue our operations.


 
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Going Concern Consideration

As shown in the accompanying financial statements, the Company has incurred a net loss of $250,071for the period from September 16, 2009 (inception) to July 31, 2012, and has no sales.  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.  Management may in the future seek additional capital through a private placement and public offering of its common stock.  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, 2012 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 July 31, 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.

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

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mining Safety Disclosures

The Company does not have any mining operations.

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:   September 5, 2012
 
TUNDRA GOLD CORP.
 
By:   /s/ Gurpartap Singh Basrai
       Gurpartap Singh Basrai
       President, Chief Executive Officer, Secretary, Treasurer and Director
       (Principal Executive, Financial, and Accounting Officer)

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