forms1a2112210.htm

As filed with the Securities and Exchange Commission on November 22, 2010

Registration No. 333-169066

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

(Exact name of Registrant as specified in its charter)

Nevada		1040		27-2019656
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code)		(I.R.S. Employer Identification No.)

200 S Virginia Street, 8th Floor

Telephone: (775) 398-3012

(Address, including zip code, and telephone number,

including area code, of registrant's principal executive offices)

Gurpartap Singh Basrai

200 S Virginia Street

Telephone: (775) 398-3012

Facsimile: (775) 686-2401

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies of all correspondence to:

David Lubin, Esq.

David Lubin & Associates, PLLC

5 North Village Avenue

Rockville Centre, New York 11570

Telephone: (516) 887-8200

Facsimile: (516) 887-8250

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: [x]

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. □

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. □

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. □

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

Large accelerated filer	□	Accelerated filer	□

Non-accelerated filer	□	Smaller reporting company	x

Calculation of Registration Fee

Title of Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.0001 per share(1)	4,740,000	$0.10(2)	$474,000	$33.80 (3)
Total	4,740,000	$0.102)	$474,000	$33.80 (3)

(1)	Represents common shares currently outstanding to be sold by the selling security holders.

(2)

The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded and any national exchange and in accordance with Rule 457, the offering price was determined by the price shares were sold to the selling security holders in private placement transactions. The selling shareholders may sell shares of our common stock at a fixed price of $0.10 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.10 has been determined as the selling price based upon the original purchase price paid by the selling security holders of $0.01 per share for 3,500,000 common shares and $0.05 per share for 1,240,000 common shares plus an increase based on the fact the shares will be liquid and registered. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

(3) Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED ______ __, 2010

4,740,000 Shares of Common Stock

This prospectus relates to the resale of 4,740,000 shares of common stock, par value $0.0001, of Tundra Gold Corp., which are issued and outstanding and held by persons who are stockholders of Tundra Gold Corp.

Our common stock is presently not traded on any market or securities exchange. The shares of our common stock can be sold by selling security holders at a fixed price of $0.10 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.10 has been determined as the selling price based upon the original purchase price paid by the selling shareholders of $0.01 per share for 3,500,000 of the shares and $0.05 per share for 1,240,000 of the shares, plus an increase based on the fact the shares will be liquid and registered. As a result of our business activities, the subscription price paid by investors in the second private placement was higher than in the first. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA, for our common stock to be eligible for trading on the Over the Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application.

Investing in our securities involves significant risks. See “Risk Factors” beginning on page 3.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The information in this prospectus is not complete and may be changed. This prospectus is included in the registration statement that was filed by us with the Securities and Exchange Commission. The selling security holders may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is __________, 2010

	Page

Prospectus Summary	1
Risk Factors	9
The Offering	19
Use of Proceeds	19
Dilution	20
Determination of Offering Price	20
Forward Looking Statements	20
Selling Security holders	21
Plan of Distribution	23
Description of Securities	26
Interest of Named Experts and Counsel	26
Description of Business	26
Description of Property	29
Legal Proceedings	32
Market for Common Equity and Related Stockholder Matters	33
Dividend Policy	33
Share Capital	33
Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Directors, Executive Officers, Promoters, and Control Persons	37
Director Independence	38
Executive Compensation	38
Security Ownership of Certain Beneficial Owners and Management	39
Certain Relationships and Related Transactions	40
Expenses of Issuance and Distribution	40
Legal Matters	40
Indemnification for Securities Act Liabilities	41
Experts	41
Where You Can Find More Information	41
Financial Statements	F-1
Information not Required in Prospectus	44

As used in this prospectus, references to the “Company,” “we,” “our,” “us,” or “Tundra” refer to Tundra Gold Corp., unless the context otherwise indicates.

The following summary highlights selected information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the financial statements and the notes to the financial statements.

Corporate Background

Tundra Gold Corp. was incorporated under the laws of the State of Nevada on September 16, 2009 under the name Titan Gold Corp. On February 25, 2010, the Company amended its articles of incorporation to change its name from Titan Gold Corp to Tundra Gold Corp. Tundra is an exploration-stage company as defined by the U.S. Securities and Exchange Commission (“SEC”) and we are in the business of exploring and if warranted, advancing certain unpatented mineral properties to the discovery point where we believe maximum shareholder returns can be realized. Our primary focus is in the gold sector and our only mineral property at this time consists of 5 unpatented claims located in Marietta, Mineral County, Nevada (the “Marietta”).

We are dependent upon making a gold deposit discovery at Marietta for the furtherance of the Company. Should we be able to make an economic find at Marietta, we would then be solely dependent upon the Marietta mining operation for our revenue and profits, if any. The Marietta claims presently do not have any mineral resources or reserves. There is no mining plant or equipment located within the property boundaries. Currently, there is no power supply to the mineral claims. The probability that ore reserves that meet SEC guidelines will be discovered on an individual hard rock prospect at Marietta is undeterminable at this time. A great deal of work is required on the Marietta property before a determination as to the economic and legal feasibility of a mining venture on it can be made. MinQuest has provided a work plan for the first year that will include scanning all currently available data, georeferencing all maps in order to digitize drill hole locations, geology and geochemistry. A spread sheet of drill hole information will be compiled from the known historical drilling. There is no assurance that a commercially viable deposit will be proven through the exploration efforts by us at Marietta. We cannot assure you that funds expended on our Marietta property or other properties that we may acquire in the future will be successful in leading to the delineation of ore reserves that meet the criteria established under SEC mining industry reporting guidelines.


Strategy		Our primary focus in the natural resource sector is gold. Though it is possible to take a resource property that hosts a viable ore deposit into mining production, the costs and time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term indeed. We therefore anticipate optioning or selling any ore bodies that we may discover to a major mining company.

Acquisition of Interest		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 (the “Marietta”). 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.

Description and location of the Marietta		The Marietta is located in Mineral County, Nevada, 120 km north of Tonopah and currently consists of 5 unpatented claims.

Exploration History of the Marietta		Exploration history includes some small unrecorded production from the property that likely occurred between the early 1900’s and 1940’s. Modern exploration was confined to work conducted by American Gold Resources (AGR) from 1989 to 1992. AGR completed a total of 59 drill holes testing the above referenced resource area. Of this amount, 33 holes were drilled on 50 feet centers while the remaining holes were drilled on 200 feet centers. Drilling to a depth of 350 feet has defined a mineralized zone that is mostly hosted within a graben of calcareous sandstone with quartz veins. Further work is needed to determine the strike and extent and depth of the mineralization.

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

		The Walker Lane shear zone straddles the border between Nevada and California and has a long history of exploration and mining, dating back to the discovery of the famous Comstock Lode in the late 1850s. The Walker Lane is notable for its numerous occurrences of volcanic-hosted epithermal gold and silver deposits. The project area covers sheared and brecciated silciclastic rocks of the Triassic Excelsior Formation intruded by a porphyryitic quartz-monzonite of Laramide age. The mineralized zone is mostly hosted within a graben of calcareous sandstone with quartz veins.
Current State of Exploration		The Marietta claims presently do not have any mineral resources or reserves. There is no mining plant or equipment located within the property boundaries. Currently, there is no power supply to the mineral claims.
Geological Exploration Program		The Company is in the process of compiling all historic drilling and sampling results. These results will be evaluated to determine if one or more precious metals may exist within the property boundaries. Our planned program includes compilation of all activities to the present with the goal of producing an outline of mineralized areas that will guide further exploration drilling. However, this program is exploratory in nature and no minable reserves may ever be found.
Intellectual Property Rights		We do not have any intellectual property rights.

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

Government Regulations		Mineral resource exploration, production and related operations are subject to extensive rules and regulations of federal, state and local agencies. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out exploration program. Failure to comply with these rules and regulations can result in substantial penalties. Our cost of doing business may be affected by the regulatory burden on the mineral industry. We believe that compliance with the laws will not adversely affect our business operations

Employees		We currently have no employees.

Property		The Company currently maintains its executive offices on a shared basis at 200 S. Virginia, 8th Floor, Reno, Nevada, 89501. We have a one year lease that commenced March 1, 2010 at a rate of $169 per month.

		See “Acquisition of Interest” above.

The Offering
Securities offered:		4,740,000 shares of common stock



Offering price:		The selling security holders will be offering their shares of common stock at a price of $0.10 per share, which includes an increase from their purchase price based on the fact the shares will be liquid and registered. This is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board, at which time the shares may be sold at prevailing market prices or privately negotiated prices.

Shares outstanding prior to offering:		24,740,000 shares of common stock.

Shares outstanding after offering:		24,740,000 shares of common stock.

		Our sole executive officer and a director currently own 80.84% of our outstanding shares of common stock. As a result, he has substantial control over all matters submitted to our stockholders for approval.
Market for the common shares:		There has been no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the FINRA for our common stock to eligible for trading on the Over-The-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.
Summary of Risk Factors:
RISK FACTORS RELATING TO OUR COMPANY
		We are an exploration stage company, have generated no revenues to date and have a limited operating history upon which we may be evaluated.

		We expect losses in the future because we have no revenue to offset losses.
		Our business model is unproven and our success is dependent on our ability to develop and our mineral property.

		We require additional funding and our operations could be curtailed if we are unable to obtain required additional funding when needed.

		Our independent auditor has issued a going concern opinion after reviewing our financial statements; our ability to continue is dependent on our ability to raise additional capital and our operations could be curtailed if we are unable to obtain required additional funding when needed.

		Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability

		The loss of our sole executive officer or the failure to hire qualified employees or consultants would damage our business.

		Because our sole executive officer and directors serve as officers and directors and consultants to other companies engaged in mineral exploration, a potential conflict of interest could negatively impact our ability to acquire properties to explore and to run our business.

		If we do not complete the property lease payments mandated in our Minerals Lease and Agreement with MinQuest, Inc. (“MinQuest”) we will lose our interest in the Marietta and our business may fail.

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

		Because of the speculative nature of exploration and development, there is a substantial risk that our business will fail.

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

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

		The prices of metals are highly volatile and a decrease in metals prices could result in us incurring losses.

		Because our business involves numerous operating hazards, we may be subject to claims of a significant size which would cost a significant amount of funds and resources to rectify. This could force us to cease our operations, which will cause you a loss of your investment.

		Damage to the environment could result from our operations. If our business is involved in one or more of these hazards, we may be subject to claims of a significant size which could force us to cease our operations.

		Because access to Marietta is limited during inclement weather conditions this could result in delays in our exploration

		Our principal stockholder, who is our sole executive officer and a director, owns a controlling interest in our voting stock. Therefore investors will not have any voice in our management, which could result in decisions adverse to our general shareholders.

RISK FACTORS RELATING TO OUR COMMON STOCK

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

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

		The market for penny stocks has experienced numerous frauds and abuses which could adversely impact investors in our stock.

		The offering price of our common stock could be higher than the market value, causing investors to sustain a loss of their investment.

		State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.

		Currently there is no public market for our securities, and there can be no assurances that any public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.

		If a market develops for our shares, sales of our shares relying upon Rule 144 may depress prices in that market by a material amount.

		We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

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

		The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 will be substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations.
Use of proceeds:		We will not receive any proceeds from the sale of shares by the selling security holders.

Summary Financial Information for the period September 16, 2009 (inception) to April 30, 2010

Statement of Operations Data:

Operating revenues	$	-
Income (loss) from operations	$	(2,865	)
Net income (loss)	$	(2,865	)

Balance Sheet Data :	April 30, 2010

Working capital	$	(865	)
Total assets	$	3,831
Total liabilities	$	4,696
Stockholders’ (Deficit) Equity	$	(865	)

Summary Financial Information for the three months ended July 31, 2010


Statement of Operations Data:
Operating revenues	$	-
Income (loss) from operations	$	(16,789	)
Net income (loss)	$	(21,789	)

Balance Sheet Data :	July 31, 2010

Working capital	$	74,346
Total assets	$	88,522
Total liabilities	$	14,176
Stockholders’ Equity	$	74,346

An investment in our common stock involves a high degree of risk. You should carefully consider the following factors and other information in this prospectus before deciding to invest in our company. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you could lose all or part of your investment.

Risk Factors Relating to Our Company

1. We are an exploration stage company, have generated no revenues to date and have a limited operating history upon which we may be evaluated.

We were incorporated on September 16, 2009 in the State of Nevada; we have generated no revenues from operations to date. We have leased an early stage mineral property but the property does not have any known resources or reserves. Our only other meaningful asset is approximately $65,000 in available cash at September 30, 2010. Our limited operating history makes it difficult to evaluate our business on the basis of historical operations. We are an exploration stage company with no known commercially viable deposits, or “resources”, or "reserves" on our property. Therefore, determination of the existence of a resource or reserve will depend on appropriate and sufficient exploration work and the evaluation of legal, economic, and environmental factors. If we fail to find a commercially viable deposit on any of our property our financial condition and results of operations will suffer. If we cannot generate income from the property we will have to cease operation which will result in the loss of your investment.

We face all of the risks inherent in a new business and those risks specifically inherent in the exploration stage company, with all of the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject. We cannot assure you that we will be able to generate revenues or profits from operation of our business or that we will be able to generate or sustain profitability in the future.

2. We expect losses in the future because we have no revenue to offset losses.

As reflected in our financial statements filed in this registration statement, we are in the exploration stage formed to carry out the activities described in this prospectus. Since inception on September 16, 2009 to July 31, 2010, we have incurred a net loss of $24,654 and used cash in operations of $12,287. As we have no current revenue, we are expecting losses over the next 12 months because we do not yet have any revenues to offset the expenses associated with the development and implementation of our business plan. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

3. Our business model is unproven and our success is dependent on our ability to explore and develop our mineral property.

Our business model is to generate revenues from the sale of minerals from our leased exploration property, located in Mineral County, Nevada. We cannot guarantee that we will ever be successful in doing this in order to generate revenues in the future. The Marietta is at a very early stage, and our ability to generate revenue is unproven. Therefore, it is not possible for us to predict the future level of production, if any, or if we will be able to effectuate our business plan. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

4. Our independent auditor has issued a going concern opinion after reviewing our financial statements; our ability to continue is dependent on our ability to raise additional capital and our operations could be curtailed if we are unable to obtain required additional funding when needed.

We will be required to expend substantial amounts of working capital in order to explore and develop the Marietta. We were incorporated on September 16, 2009. Our operations to date were funded entirely from capital raised from our private offering of securities from April through May 2010 (the “Offering”). Notwithstanding the Offering, we will continue to require additional financing to execute our business strategy. We are totally dependent on external sources of financing for the foreseeable future, of which we have no commitments. Our failure to raise additional funds in the future will adversely effect our business operations, and may require us to suspend our operations, which in turn may result in a loss to the purchasers of our common stock. We are entirely dependent on our ability to attract and receive additional funding from either the sale of securities or outside sources such as private investment or a strategic partner. We currently have no firm agreements or arrangements with respect to any such financing and there can be no assurance that any needed funds will be available to us on acceptable terms or at all. The inability to obtain sufficient funding of our operations in the future could restrict our ability to grow and reduce our ability to continue to conduct business operations. After reviewing our financial statements, our independent auditor issued a going concern opinion and our ability to continue is dependent on our ability to raise additional capital. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans which could cause us to become dormant. Any additional equity financing may involve substantial dilution to our then existing stockholders.

5. Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability

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

6. The loss of our sole executive officer or the failure to hire qualified employees or consultants would damage our business.

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

7. Because our sole executive officer and directors serve as officers, directors and/or consultants to other companies engaged in mineral exploration, a potential conflict of interest could negatively impact our ability to acquire properties to explore and to run our business.

Our sole officer and our two directors are directors, officers, directors and/or consultants of other natural resource or mining-related companies, or may be involved in related pursuits that could present conflicts of interest with their roles at Tundra. Gurpartap Singh Basrai is the sole officer and a director of Ranger Gold Corp., a Bulletin Board quoted company which is also engaged in mining exploration. William P. Eastwood is a consultant with MinQuest Inc., a privately held natural resource company which acquires and evaluates mineral properties. These associations may give rise to conflicts of interest from time to time. For example, we may be presented with an opportunity in which Mr. Singh would have to decide if the opportunity would be more appropriate for us or Ranger. There may be dispute with MinQuest, and then Mr. Eastwood, our director, would have an inherent conflict of interest as to such a situation. In the event that any such conflict of interest arises, a director who has such a conflict is required to disclose the conflict to a meeting of the directors of the company in question and to abstain from voting for or against approval of any matter in which such director may have a conflict.

8. If we do not complete the property lease payments mandated in our agreement with MinQuest, Inc. (“MinQuest”) we will lose our interest in the Marietta and our business may fail.

If we do not make all of the property lease payments to MinQuest in accordance with our property agreement we will lose our rights under the lease agreement and may not be able to continue to execute our business objectives if we are unable to find an alternate exploration interest. Since our payment obligations are non-refundable, if we do not make any payments, we will lose any payments previously made and all our rights to the properties.

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

Pursuant to the Minerals Lease and Agreement dated May 18, 2010 (the “Lease Agreement”), we acquired the right to conduct mineral exploration activities on and in the Marietta property. We also obtained the subsequent right to participate in the development of minerals from such property. To date all of our exploration activity on the property has been undertaken by MinQuest. As a result, MinQuest has significant knowledge about the property and it would be very difficult for us to replace MinQuest should our relationship with them be terminated for any reason. If we default on any of our obligations to MinQuest, under the Lease Agreement, and we do not cure such default, MinQuest could terminate the Lease Agreement.

10. Because of the speculative nature of exploration and development, there is a substantial risk that our business will fail.

The search for valuable natural resources on our property is extremely risky as the exploration for natural resources is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing mines. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. Because the probability of an individual prospect ever having reserves is extremely remote, in all probability the Marietta does not contain any reserves, and any funds we spent on exploration will probably be lost. In such a case, we would be unable to complete our business plan.

Mineral exploration involves a high degree of risk and exploration projects are frequently unsuccessful. To the extent that we continue to be involved in mineral exploration, the long-term success of our operations will be related to the cost and success of our exploration programs. The risks associated with mineral exploration include:

·	the identification of potential mineralization based on superficial analysis;

·	the quality of our management and our geological and technical expertise; and

·	the capital available for exploration and development.

Substantial expenditures are required to determine if a project has economically mineable mineralization. It may take several years to establish proven and probable reserves and to develop and construct mining and processing facilities. Problems such as unusual or unexpected 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 develop our business.

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

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

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

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

13. The prices of metals are highly volatile and a decrease in metals prices could result in us incurring losses.

The profitability of natural resource operations are directly related to the market prices of the underlying commodities. The market prices of metals fluctuate significantly and are affected by a number of factors beyond our control, including, but not limited to, the rate of inflation, the exchange rate of the dollar to other currencies, interest rates, and global economic and political conditions. Price fluctuations in the metals markets from the time development of a mine is undertaken and the time production can commence can significantly affect the profitability of a mine. Accordingly, we may begin to develop a mineral property at a time when the price of the underlying metals make such exploration economically feasible and, subsequently, incur losses because metals prices have decreased. Adverse fluctuations of metals market price may force us to curtail or cease our business operations.

14. Because our business involves numerous operating hazards, we may be subject to claims of a significant size which would cost a significant amount of funds and resources to rectify. This could force us to cease our operations, which will cause you a loss of your investment.

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

Difficulties, such as unusual or unexpected rock formations encountered by workers but not indicated on a map, or other conditions may be encountered in the gathering of samples and information, and could delay our exploration program. We do not currently carry insurance to protect against these risks and we may not obtain such insurance in the future. Even if we do obtain insurance, the nature of these risks is such that liabilities could over exceed policy limits or be excluded from coverage. There are also risks against which we cannot, or may not elect to insure. The costs, which could be associated with any liabilities, not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, thereby hurting our financial position, future earnings, and/or competitive positions. We may not have enough capital to continue operations and you will lose your investment.

15. Damage to the environment could result from our operations. If our business is involved in one or more of these hazards, we may be subject to claims of a significant size which could force us to cease our operations.

Mineral resource exploration, production and related operations are subject to extensive rules and regulations of federal, state and local agencies. Failure to comply with these rules and regulations can result in substantial penalties. Our cost of doing business may be affected by the regulatory burden on the mineral industry since the rules and regulations frequently are amended or interpreted. We cannot predict the future cost or impact of complying with these laws.

Environmental enforcement efforts with respect to mineral operations have increased over the years, and it is possible that regulation could expand and have a greater impact on future mineral exploration operations. Although our management intends to comply with all legislation and/or actions of local, provincial, state and federal governments, non-compliance with applicable regulatory requirements could subject us to penalties, fines and regulatory actions, the cost of which could harm our results of operations. We cannot be sure that our proposed business operations will not violate environmental laws in the future.

Our operations and property are subject to extensive federal, state, and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to safety and health. These laws and regulations may do any of the following: (i) require the acquisition of a permit or other authorization before exploration commences, (ii) restrict the types, quantities and concentration of various substances that can be released into the environment in connection with exploration activities, (iii) limit or prohibit mineral exploration on certain lands lying within wilderness, wetlands and other protected areas, (iv) require remedial measures to mitigate pollution from former operations and (v) impose substantial liabilities for pollution resulting from our proposed operations.

16. Because access to our mineral claims is limited during inclement weather conditions this could result in delays in our exploration

The business of mining for gold and other metals is generally subject to a number of risks and hazards including natural phenomena such as inclement weather conditions, floods, blizzards and earthquakes. Access to our mineral might be restricted during these weather conditions. Furthermore, during the winter months exploration cannot be done on the Marietta. As a result, any attempt to test or explore the property is largely limited to the times when weather conditions permits such activities. These limitations may result in significant delays in exploration efforts. Such delays may have a significant negative effect on our results of operations.

17. Our principal stockholder, who is our sole executive officer and director, owns a controlling interest in our voting stock. Therefore investors will not have any voice in our management, which could result in decisions adverse to our general shareholders.

Our principal shareholder beneficially owns approximately 80.84% of our outstanding common stock. As a result, this shareholder will have the ability to control substantially all matters submitted to our stockholders for approval including:

• election of our board of directors;

• removal of any of our directors;

• amendment of our Articles of Incorporation or bylaws; and

•	adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

As a result of his ownership and position, the principal shareholder who is also a director and our sole executive officer is able to influence all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. In addition, the future prospect of sales of significant amounts of shares held by our principal shareholder could affect the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the value of your investment in the Company may decrease. Management's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

RISK FACTORS RELATING TO OUR COMMON STOCK

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

Our Articles of Incorporation authorizes the issuance of 100,000,000 shares of common stock, par value $.0001 per share, of which 24,740,000 shares are currently issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

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

Our sole executive officer, who is also a director, beneficially owns approximately 80.84% of our outstanding common stock. If and when he is able to sell his shares in the market, such sales by our sole executive officer within a short period of time could adversely affect the market price of our common stock if the marketplace does not orderly adjust to the increase in the number of shares in the market. This will result in a decrease in the value of your investment in the Company. Management's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

20. Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

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

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

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

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

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

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

21. The market for penny stocks has experienced numerous frauds and abuses which could adversely impact investors in our stock.

We believe that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

·	Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

·	Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

·	"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

·	Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

22. The offering price of our common stock could be higher than the market value, causing investors to sustain a loss of their investment.

The price of our common stock in this offering has not been determined by any independent financial evaluation, market mechanism or by our auditors, and is therefore, to a large extent, arbitrary. Our audit firm has not reviewed management's valuation, and therefore expresses no opinion as to the fairness of the offering price as determined by our management. As a result, the price of the common stock in this offering may not reflect the value perceived by the market. There can be no assurance that the shares offered hereby are worth the price for which they are offered and investors may therefore lose a portion or all of their investment.

23. State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.

Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.

24. Currently there is no public market for our securities, and there can be no assurances that any public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.

There has not been any established trading market for our common stock, and there is currently no public market whatsoever for our securities. Additionally, no public trading can occur until we file and have declared effective a registration statement with the SEC. There can be no assurances as to whether, subsequent to registration with the SEC:

·	any market for our shares will develop;

·	the prices at which our common stock will trade; or

·	the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of our company and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

25. If a market develops for our shares, sales of our shares relying upon Rule 144 may depress prices in that market by a material amount.

The majority of the outstanding shares of our common stock held by present stockholders are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement, such as this one (for the shares registered hereunder) or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. On November 15, 2007, the SEC adopted changes to Rule 144, which, would shorten the holding period for sales by non-affiliates to six months (subject to extension under certain circumstances) and remove the volume limitations for such persons. The changes became effective in February 2008. Rule 144 provides in essence that an affiliate who has held restricted securities for a prescribed period may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed 1% of a company's outstanding common stock. The alternative average weekly trading volume during the four calendar weeks prior to the sale is not available to our shareholders being that the Over-the-Counter Bulletin Board (if and when listed thereon) is not an "automated quotation system" and, accordingly, market based volume limitations are not available for securities quoted only over the Over-The-Counter Bulletin Board. As a result of the revisions to Rule 144 discussed above, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for a period of six months, if we have filed our required reports. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of our common stock in any market that may develop.

26. We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

If we become registered with the SEC, we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting We expect to incur significant continuing costs, including accounting fees and staffing costs, in order to maintain compliance with the internal control requirements of the Sarbanes-Oxley Act of 2002. Development of our business will necessitate ongoing changes to our internal control systems, processes and information systems. Currently, we have no employees, other than our sole officer and director. As we engage in the exploration of our mineral claim, hire employees and consultants , our current design for internal control over financial reporting will not be sufficient to enable management to determine that our internal controls are effective for any period, or on an ongoing basis. Accordingly, as we develop our business, such development and growth will necessitate changes to our internal control systems, processes and information systems, all of which will require additional costs and expenses.

In the future, if we fail to complete the annual Section 404 evaluation in a timely manner, we could be subject to regulatory scrutiny and a loss of public confidence in our internal controls. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations.

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

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than necessary, we have not yet adopted these measures.

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

28. The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 will be substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations.

If we become a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs will range up to $25,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because our overall business volume will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. As a result, we may not have sufficient funds to grow our operations.

This prospectus relates to the resale by certain selling security holders of the Company of up to 4,740,000 shares of our common stock. Such shares were offered and sold by us in our first private placement in April 2010 at a purchase price of $0.01 per share for 3,500,000 common shares and $0.05 for 1,240,000 common shares in our second private placement in May 2010 pursuant to the exemptions from registration under the Securities Act provided by Regulation D and Regulation S of the Securities Act. The price per share increased from one private placement to the subsequent one as a result of our activities in the month – we executed the agreement with MinQuest for our leased property and appointed a geologist as a member of the Board of Directors.

The selling stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any of the proceeds from the resale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling stockholders.

“Dilution” represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. “Net tangible book value” is the amount that results from subtracting total liabilities and intangible assets from total assets. In this instance, the Company is not offering new shares nor will it receive any proceeds from the offering. As a result, there is no dilution arising from the offering.

Net Tangible Book Value per share prior to sales at $0.10 per share:	$	0.003
Net Tangible Book Value per share after sales at $0.10 per share:	$	0.003
Decrease in Net Tangible Book Value per share due to stock sales:	$	nil

DETERMINATION OF OFFERING PRICE

The selling stockholders will be offering the shares of common stock being covered by this prospectus at a fixed price of $0.10 per share until a market develops and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.10 has been determined as the selling price based upon the original purchase price paid by the selling shareholders of $0.01 for 3,500,000 common shares and $0.05 for 1,240,000 common shares plus an increase based on the fact the shares will be liquid and registered. The price per share increased from one private placement to the subsequent one as a result of our activities in the month – we executed the agreement with MinQuest for our leased property and appointed a geologist as a member of the Board of Directors.

Such offering price does not have any relationship to any established criteria of value, such as book value or earnings per share. Because we have no significant operating history, the price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

SELLING SECURITY HOLDERS

The following table sets forth the shares beneficially owned, as of November 22 , 2010, by the selling security holders prior to the offering contemplated by this prospectus, the number of shares each selling security holder is offering by this prospectus and the number of shares which each would own beneficially if all such offered shares are sold.

Beneficial ownership is determined in accordance with SEC rules. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

None of the selling security holders is a registered broker-dealer or an affiliate of a registered broker-dealer. Each of the selling security holders has acquired his, her or its shares pursuant to a private placement solely for investment and not with a view to or for resale or distribution of such securities. The shares were offered and sold to the selling security holders at a purchase price of $0.01 and $0.05 per share in a fully subscribed private placement held from April through May 2010, pursuant to the exemption from the registration under the Securities Act provided by Regulation D and Regulation S of the Securities Act. The price per share increased from one private placement to the subsequent one as a result of our activities in the month – we executed the agreement with MinQuest for our leased property and appointed a geologist to the Board of Directors.

None of the selling security holders are affiliates or controlled by our affiliates and none of the selling security holders are now or were at any time in the past an officer or director of ours or any of any of our predecessors or affiliates.

The percentages below are calculated based on 24,740,000 shares of our common stock issued and outstanding as of November 22 , 2010. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

Name of Selling Security Holders	Common Shares owned by the Selling Security Holder	Number of Shares Offered by Selling Security Holder	Number of Shares and Percent of Total Issued and Outstanding Held After the Offering
Name of Selling Security Holders			# of Shares	% of Class

Wende Luddy	10,000	10,000	*
Pramod Sharma	10,000	10,000	*
Jasmine Basrai	10,000	10,000	*
Monica Bennett	10,000	10,000	*
Sawtander Sangha	10,000	10,000	*
Carron Burden	10,000	10,000	*
Serena Yu-Fang Liao	10,000	10,000	*
Ema Rosales	10,000	10,000	*
Karampal Basrai	10,000	10,000	*
Maria Theresa Garcia	10,000	10,000	*
Charito Deguzman	10,000	10,000	*
Gina Sommerfeld	10,000	10,000	*
Joseph Ralla	10,000	10,000	*
Ernie Sommerfeld	10,000	10,000	*
Barinder Johal	100,000	100,000	*
Candice Coombes	100,000	100,000	*
Cindy Bains	100,000	100,000	*
Tej Purba	100,000	100,000	*
Colin Worth	100,000	100,000	*
Harjinder Bains	100,000	100,000	*
Gillian Allen	100,000	100,000	*
Mary Coombes	100,000	100,000	*
David Uppal	100,000	100,000	*
Jason Bains	100,000	100,000	*
Harjinder Gill	100,000	100,000	*
Scott Praill	500,000	500,000	2.02%
Brian Uppal	500,000	500,000	2.02%
Terry Uppal	500,000	500,000	2.02%
Paul Uppal	500,000	500,000	2.02%
Pol Brisset	500,000	500,000	2.02%
Fred Coombes	500,000	500,000	2.02%
Pamela Gill	500,000	500,000	2.02%

* Represents less than one percent of the total number of shares of common stock outstanding as of the date of this filing.

We may require the selling security holders to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus, or the related registration statement, untrue in any material respect, or that requires the changing of statements in these documents in order to make statements in those documents not misleading. We will file a post-effective amendment to this registration statement to reflect any material changes to this prospectus.

PLAN OF DISTRIBUTION

There has been no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to be eligible for trading on the Over the Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. The selling security holders will be offering the shares of common stock being covered by this prospectus at a fixed price of $0.10 per share until a market develops and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.10 was determined as the selling price based upon the original purchase price paid by the selling shareholders of $0.01 for 3,500,000 common shares and $0.05 for 1,240,000 common shares plus an increase based on the fact the shares will be liquid and registered. The price per share increased from one private placement to the subsequent one as a result of our activities in the month – we executed the agreement with MinQuest for our leased property and appointed a geologist to the Board of Directors.

Once a market has been developed for our common stock, the shares may be sold or distributed from time to time by the selling security holders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods: (a) ordinary brokerage transactions and transactions in which the broker solicits purchasers; (b) privately negotiated transactions; (c) market sales (both long and short to the extent permitted under the federal securities laws); (d) at the market to or through market makers or into an existing market for the shares; (e) through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); and (f) a combination of any of the aforementioned methods of sale.

In the event of the transfer by any of the selling security holders of its common shares to any pledgee, donee or other transferee, we will amend this prospectus and the registration statement of which this prospectus forms a part by the filing of a post-effective amendment in order to have the pledgee, donee or other transferee in place of the selling security holder who has transferred his, her or its shares.

In effecting sales, brokers and dealers engaged by the selling security holders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from a selling security holder or, if any of the broker-dealers act as an agent for the purchaser of such shares, from a purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with a selling security holder to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfill the broker-dealer commitment to the selling security holder if such broker-dealer is unable to sell the shares on behalf of the selling security holder. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers of the shares commissions as described above.

The selling security holders and any broker-dealers or agents that participate with the selling security holders in the sale of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

From time to time, any of the selling security holders may pledge shares of common stock pursuant to the margin provisions of customer agreements with brokers. Upon a default by a selling security holder, their broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the selling security holders intend to comply with the prospectus delivery requirements under the Securities Act by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act which may be required in the event any of the selling security holders defaults under any customer agreement with brokers.

To the extent required under the Securities Act, a post effective amendment to this registration statement will be filed disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction.

We and the selling security holders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as a selling security holder is a distribution participant and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock.

All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling security holders, the purchasers participating in such transaction, or both.

Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.

Penny Stock Regulations

You should note that our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

Blue Sky Restrictions on Resale

If a selling security holder wants to sell shares of our common stock under this registration statement in the United States, the selling security holders will also need to comply with state securities laws, also known as “Blue Sky laws,” with regard to secondary sales. All states offer a variety of exemption from registration for secondary sales. Many states, for example, have an exemption for secondary trading of securities registered under Section 12(g) of the Securities Exchange Act of 1934 or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor’s. The broker for a selling security holder will be able to advise a selling security holder which states our common stock is exempt from registration with that state for secondary sales.

Any person who purchases shares of our common stock from a selling security holder under this registration statement who then wants to sell such shares will also have to comply with Blue Sky laws regarding secondary sales.

When the registration statement becomes effective, and a selling security holder indicates in which state(s) he desires to sell his shares, we will be able to identify whether it will need to register or will rely on an exemption there from.

DESCRIPTION OF SECURITIES

The following description of our capital stock is a summary and is qualified in its entirety by the provisions of our Articles of Incorporation which has been filed as an exhibit to our registration statement of which this prospectus is a part.

We are authorized to issue 100,000,000 shares of common stock, par value $0.0001, of which 24,740,000 shares are issued and outstanding as of November 22 , 2010. Each holder of shares of our common stock is entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including the election of directors. The holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights. There is no provision in our Articles of Incorporation or By-laws that would delay, defer, or prevent a change in control of our Company.

There is no preferred stock authorized.

Warrants and Options

Currently, there are no warrants, options or other convertible securities outstanding.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

DESCRIPTION OF BUSINESS

Tundra Gold Corp. (“the Company”) was incorporated under the laws of the State of Nevada on September 16, 2009 under the name Titan Gold Corp. On February 25, 2010, the Company amended its articles of incorporation to change its name from Titan Gold Corp. to Tundra Gold Corp. We are not a blank check company as defined in Rule 419((a)(2) of Regulation C. We have a specific business plan that we are pursuing as aggressively as possible within the limits of our resources. We are an exploration-stage company as defined by the SEC and we are in the business of exploring, and if warranted, advancing mineral properties to the discovery point where we believe maximum shareholder returns can be realized. Our primary focus is in the gold sector and as of the date of this prospectus, our only mineral property is the Marietta, located in Mineral County, Nevada. On May 18, 2010, we executed the Lease Agreement with MinQuest pursuant to which we obtained the right to conduct mineral exploration activities on and in Marietta, with the subsequent right to participate in the development of minerals from the Marietta. We also leased 5 unpatented mineral claims from MinQuest. The Company may use MinQuest for its mineral exploration expertise on the Marietta. (See “Acquisition of Leasehold Interest” below).

We are dependent upon making a gold deposit discovery at Marietta for the furtherance of the Company. Should we be able to make an economic find at the Marietta, we would then be solely dependent upon the Marietta mining operation for our revenue and profits, if any. The probability that ore reserves that meet SEC guidelines will be discovered on at the Marietta is undeterminable at this time. The Marietta claims presently do not have any mineral resources or reserves. There is no mining plant or equipment located within the property boundaries. Currently, there is no power supply to the mineral claims. A great deal of work is required on our Marietta property before a determination as to the economic and legal feasibility of a mining venture on it can be made.

While our Chief Executive Officer has limited experience and knowledge in the mining industry, we have engaged a geologist as a consultant and have appointed him to our board of directors. On May 15, 2010, we executed a Service Agreement with William P. Eastwood, pursuant to which Mr. Eastwood will provide his expertise as a geologist and serve on the board of directors. The engagement commenced on May 15 2010 and will continue for as long as the Mr. Eastwood is a director of the Company. Mr. Eastwood is also a consultant with MinQuest, Inc. We believe that our team will be able to successfully execute our business plan.

Our Exploration Project

We are a natural resource company engaged in the exploration of mineral properties located in Marietta County, Nevada (the “Marietta”). The Marietta currently consists of five unpatented claims. The Marietta is in the exploration stage.

Purpose	Amount
G&A including expert consultant fees	$	5,000
Initial property assessment	$	30,000
Legal and accounting	$	15,000
Cost of operating as a public company	$	10,000
Total	$	60,000

Name and Business Address	Age	Position

Gurpartap Singh Basrai	58	CEO, President and Director
Bill Eastwood	77	Director

Name of Beneficial Owner	Title Of Class	Amount and Nature of Beneficial Ownership	Percent of Class
Gurpartap Singh Basrai	Common	20,000,000	80.84%
Bill Eastwood	Common	0	0%
Directors and officers, as a group (2 persons)	Common	20,000,000	80.84%

Nature of Expense	Amount
Accounting fees and expenses*	$	1,500.00
SEC registration fee	$	33.80
Legal fees and other expenses*	$	10,000.00
Total	$	11,533.80

Contents		Page

Report of Independent Registered Public Accountants		F - 1
Balance Sheet
	April 30, 2010	F - 2
Statement of Operations for the
	from September 16, 2009 (inception) to April 30, 2010	F - 3
Statement of Stockholders’ Equity
	Since September 16, 2009 (inception) to April 30, 2010	F - 4
Statements of Cash Flows for the
	from September 16, 2009 (inception) to April 30, 2010	F - 5
Notes to Financial Statements		F - 7




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

	April 30,
	2010
ASSETS:
Current Assets:
Cash	$	1,971
Prepaid expenses		1,860
Total Current Assets		3,831

Total Assets	$	3,831

LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT):
Current Liabilities:
Accounts Payable and Accrued Liabilities	$	4,696

Total Current Liabilities		4,696

Stockholders’ Equity (Deficit):
Common Stock, Par Value $.0001
Authorized 100,000,000 shares,
Issued 23,500,000 shares at April 30, 2010		2,350
Paid-In Capital		34,650
Subscriptions receivable		(35,000	)
Deficit Accumulated Since Inception of Exploration Stage		(2,865	)

Total Stockholders’ Equity (Deficit)		(865	)

Total Liabilities and Stockholders’ Equity (Deficit)	$	3,831

	Cumulative
	Since
	September 16, 2009
	Inception of
	Exploration
	Stage to April 30, 2010
Revenues	$	—
Cost of Revenues		—

Gross Margin		—

Expenses:
General and Administrative		2,865

Net Loss	$	(2,865	)

Basic and Diluted loss per
Share	$	(0.00	)

Weighted Average Shares
Outstanding		3,778,761

										Deficit
										Accumulated
										During
	Common Stock				Paid-In		Subscriptions			Exploration
	Shares		Par Value		Capital		Receivable			Stage			Total
Balance at September 16, 2009
(inception)		—	$	—	$	—	$	—		$	—		$	—

Common Stock Issued to Founder
at $0.001 per share, March 19, 2010		20,000,000		2,000		—		—			—			2,000

Common Stock Issued at $0.01
per share, April 16, 2010		3,500,000		350		34,650		(35,000	)		—			—

Net Loss		—		—		—		—			(2,865	)		(2,865	)

Balance April 30, 2010		23,500,000	$	2,350	$	34,650	$	(35,000	)	$	(2,865	)	$	(865	)

	2010
Non-capital losses carried forward		1,000
Less: valuation allowance		(1,000	)
Deferred tax asset recognized		-

	2010
Computed expected tax benefit		1,000
Change in valuation allowance		(1,000	)
Income tax provision		-

	(Unaudited)
	July 31,			April 30,
	2010			2010
ASSETS:
Current Assets:
Cash	$	86,713		$	1,971
Prepaid expenses		1,809			1,860
Total Current Assets		88,522			3,831

Total Assets	$	88,522		$	3,831

LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT):
Current Liabilities:
Accounts Payable and Accrued Liabilities	$	14,176		$	4,696

Total Current Liabilities		14,176			4,696

Stockholders’ Equity (Deficit):
Common Stock, Par Value $.0001
Authorized 100,000,000 shares,
Issued 24,740,000 at July 31, 2010
(April 30, 2010 - 23,500,000)		2,474			2,350
Paid-In Capital		96,526			34,650
Subscriptions receivable		-			(35,000	)
Deficit Accumulated Since Inception of Exploration Stage		(24,654	)		(2,865	)

Total Stockholders’ Equity (Deficit)		74,346			(865	)

Total Liabilities and Stockholders’ Equity (Deficit)	$	88,522		$	3,831

Securities and Exchange Commission registration fee	$	33.80
Legal fees and miscellaneous expenses (*)	$	10,000.00
Accounting fees and expenses (*)	$	1,500.00
Total (*)	$	11,533.80

Exhibit	Description
3.1	Articles of Incorporation*
3.2	Amendment to Articles of Incorporation – Name Change*
3.3	Amendment to Articles of Incorporation – Par Value*
3.4	By-Laws*
4.1	Form of Stock Certificate*
5.1	Opinion of David Lubin & Associates, PLLC regarding the legality of the securities being registered*
10.1	Form of Regulation D Subscription Agreement*
10.2	Form of Regulation S Subscription Agreement*
10.3	Minerals Lease and Agreement dated May 18, 2010 by and between MinQuest, Inc. and the Company.*
10.4	Service Agreement dated May 15, 2010 by and between William P. Eastwood and the Company*
23.1	Consent of Robison, Hill & Co.
23.2	Consent of David Lubin & Associates, PLLC (included in Exhibit 5.1)*
24.1	Power of Attorney (included on signature page)

	TUNDRA GOLD CORP.

	By: /s/ Gurpartap Singh Basrai Name: Gurpartap Singh Basrai Title: President (principal executive officer)

Date:	Signature:	Name:	Title:

November 22 , 2010	/s/ Gurpartap Singh Basrai	Gurpartap Singh Basrai	CEO, President and Director (Principal Executive, Financial and AccountingOfficer)
November 22 , 2010	/s/ William P. Eastwood	William P. Eastwood	Director