As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/14/05  Tundra Resources Inc              10KSB      12/31/04    4:134K                                   123EDGARDIRECT Inc/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                     HTML    123K 
 2: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)  HTML      8K 
 3: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)  HTML      8K 
 4: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)  HTML      6K 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

Mark One

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

FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2004

OR

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

       FOR THE TRANSITION PERIOD FROM TO N/A

COMMISSION FILE NUMBER:  000-31661

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

1350 East Flamingo Road
Suite 688
Las Vegas, Nevada  89119
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING (ZIP CODE)

(702) 289-6665
Registrant's telephone number, including area code

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

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

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

As of December 31, 2004, and extended to the filing date of this Report, the aggregate value of the voting stock held by non-affiliates of the Registrant, computed by reference to the average of the bid and ask price on such date was $0.00 as the Registrant has no current trading market.

As of December 31, 2004, and currently, the Registrant has outstanding approximately 1,665,830 shares of common stock ($.001 par value).

 

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TABLE OF CONTENTS TO ANNUAL REPORT

ON FORM 10-KSB

YEAR ENDED DECEMBER 31, 2004

			Page
Part I
Item 1.	Description of Business		3
Item 2.	Description of Property		3
Item 3.	Legal Proceedings		3
Item 4.	Submission of Matters to a Vote of Security Holders		3
Part II
Item 5.	Market for Common Equity and Related Stockholder Matters		4
Item 6.	Management's Discussion and Analysis or Plan of Operation		4
Item 7.	Financial Statements		6
Item 8.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		7
Item 8A.	Controls and Procedures		7
Part III
Item 9.	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act		8
Item 10.	Executive Compensation		8
Item 11.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		8
Item 12.	Certain Relationships and Related Transactions		9
Item 13.	Exhibits and Reports on Form 8-K		9
Item 14.	Principal Account Fees and Services		9

 

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PART I.

ITEM 1.  DESCRIPTION OF BUSINESS

A.            GENERAL

Tundra Resources, Inc. is a Nevada corporation formed on December 31, 1998.  Its principal place of business is located at, 1350 East Flamingo Road, Suite 688, Las Vegas, NV 89119.

BUSINESS OF ISSUER

TUNDRA RESOURCES, INC. was organized to engage in any lawful corporate business, including but not limited to, exploration, development, production and sale of oil and gas and secondarily in the development of mineral properties.  The primary activity of TUNDRA RESOURCES, INC. currently involves the procurement of mineral leasehold interest in Arizona.  The Company has no current business operations.

EMPLOYEES

The Company has no full time employees.  The Company's President has agreed to allocate a portion of his time to the activities of the Registrant, without compensation.  The President anticipates that the business plan of the Company can be implemented by his devoting approximately 10 hours per month to the business affairs of the Company and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officer.

ITEM 2.  DESCRIPTION OF PROPERTY

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

ITEM 3.  LEGAL PROCEEDINGS

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

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

No matter was submitted to a vote of the security holders during the fiscal year covered by this report.

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PART II

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

Market Information

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

Holders

At December 31, 2004, there were approximately 88 holders of record of the Company's common stock.  As of December 31, 2004, there were approximately 1,665,830 shares outstanding.

Dividends

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

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Management discussed that there were no sales, operations or income in 2003 or 2004.  The Company is in the process of reorganizing at the present moment and there are no plans to operate until the reorganization is completed.  Management said it is expected that the reorganization will be completed this year.

The following discussion with regard to our financial condition and operating results should be read in conjunction with our financial statements and attached footnotes that are included elsewhere in this Report. Except for the historical information contained in this Report, the discussion contained in this Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. These statements may be identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "should" or "anticipates" or the negative of these words or similar expressions or by discussions of strategy. Our actual results could differ materially from those discussed in this Report. Important factors that could cause actual results to differ include, among other things, our inability to consummate an acquisition of an operating business on terms favorable to us or, in the event we do consummate the transaction contemplated, our inability to successfully manage and operate the combined business.

PLAN OF OPERATION

We intend to devote substantially all of our time identifying a merger or acquisition candidate and consummating a merger or acquisition transaction thereafter. In the event we identify an acceptable merger or acquisition candidate, we intend to effect the transaction utilizing any combination of our common stock, cash on hand, or marketable securities, or other funding sources available to us. Until we identify a suitable merger or acquisition candidate, we intend to offer consulting services to businesses engaged in or otherwise servicing the environmental industry.

FINANCIAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 2004

As of the date of this Report, we have no operations and are seeking a merger, combination or consolidation with a suitable candidate. As of the date of this Report, we have not identified any such candidate. We do not expect to generate operating revenue or income until such time as we effect a business combination with an operating company. However, in the event we do consummate a merger or an acquisition of an operating company, there can be no assurance that the combined entity will operate profitably.

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USE OF ESTIMATES

The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the condensed financial statements and accompanying notes. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consists principally of currency on hand, demand deposits at commercial banks, and liquid investment funds having a maturity of three months or less at the time of purchase.

GOING CONCERN

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.  The Company has had recurring operating deficits in the past few years and has large accumulated deficits and is in the development stage and has no recurring revenues. These items raise substantial doubt about the Company’s ability to continue as a going concern.

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ITEM 7.  FINANCIAL STATEMENTS

The following are the audited financial statements.

 

 

TUNDRA RESOURCES, INC.

  (A PRE-EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003

 

 

 

 

TUNDRA RESOURCES, INC.
  (A PRE-EXPLORATION STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS

 

BAGELL, JOSEPHS & COMPANY, L.L.C.
Certified Public Accountants
High Ridge Commons
Suites 400-403
200 Haddonfield Berlin Road
Gibbsboro, New Jersey 08026
(856) 346-2828  Fax (856) 346-2882

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Tundra Resources, Inc.
Las Vegas, Nevada

We have audited the accompanying balance sheet of Tundra Resources, Inc. as of December 31, 2004 and 2003 and the related statements of operations, changes in stockholders’ (deficit), and cash flows for the years then ended with cumulative totals since inception, December 31, 1998.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We have conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements for the years ended December 31, 2004 and 2003 have been prepared assuming that the Company will continue as a going concern.   As discussed in Note 5 to the financial statements, the Company has sustained operating losses and capital deficits that raise substantial doubt about its ability to continue as a going concern.  Management’s operating and financing plans in regard to these matters are also discussed in Note 5.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tundra Resources, Inc. as of December 31, 2004 and 2003 and the results of its operations, changes in stockholders’ (deficit) and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

BAGELL, JOSEPHS & COMPANY, L.L.C.
BAGELL, JOSEPHS & COMPANY, L.L.C.
Certified Public Accountants
Gibbsboro, New Jersey
March 18, 2005

                                                MEMBER OF:       AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                                                                                NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
                                                                                PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS

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TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 2004 AND 2003

 

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

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TUNDRA RESOURCES, INC.
( A PRE-EXPLORATION STAGE COMPANY )
STATEMENTS OF OPERATIONS
FOR YEARS ENDED DECEMBER 31, 2004 AND 2003
(WITH CUMULATIVE TOTALS SINCE INCEPTION)

		2004		2003	Cumulative Totals December 31, 1998 to December 31, 2004
INCOME		$             -		$                   -	$                     -
OPERATING EXPENSES
	Organizational expenses	-		-	400
	Consulting	-		-	217,000
	Research and development	-		-	2,000
	Office expenses	92		590	1,536
	Service fees	-		75	1,025
	Rent	-		-	3,776
	Administrative and secretarial	-		-	11,250
	Licenses and fees	-		-	1,229
	Professional fees	19,500		6,000	49,695
	Total Operating Expenses	19,592		6,665	287,911
OTHER INCOME
	Interest, net	12,859		18,096	57,445
	Total other income	12,859		18,096	57,445
NET INCOME (LOSS) APPLICABLE TO COMMON SHARES		$      (6,733) =========		$         11,431 ==========	$        (230,466) ===========
NET INCOME (LOSS) PER BASIC AND DILUTED SHARES		$    (0.0040) =========		$         0.0069 ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING		1,665,830 ========		1,665,830 =========

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

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TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM DECEMBER 31, 1998 (INCEPTION) TO DECEMBER 31, 2004

				Common Stock				Additional Paid-in Capital		Deficit accumulated during the pre-exploration stage		Stockholders’ Equity
				Shares		Amount
December  31, 1998 (Inception)				-		-		-		-		-
Issuance of common stock for cash, December 31, 1998				200,000	$	200	$	-	$	-	$	200
Less net loss				-		-		-		(400)		(400)
Balance, December 31, 1998				200,000		200		-		(400)		(200)
Issuance of common stock for cash, May 18, 1999				300,000		300		29,700		-		30,000
Less offering costs				-		-		(7,750)		-		(7,750)
Less net loss				-		-		-		(4,814)		(4,814)
Balance, December 31, 1999				500,000		500		21,950		(5,214)		17,236
Issuance of common stock for cash, January 27, 2000				250,000		250		24,750		-		25,000
Issuance of common stock for cash, February 14, 2000				4,000		4		396		-		400
Issuance of common stock for cash, June 30, 2000				196,000		196		19,404		-		19,600
Issuance of common stock for cash, July 28, 2000				250,000		250		24,750		-		25,000
Issuance of common stock for cash, August 24, 2000				28,830		29		28,801		-		28,830
Issuance of common stock for cash, Sept. 22, 2000				1,000		1		999		-		1,000
Less offering costs				-		-		(6,636)		-		(6,636)
Less net loss				-		0		0		(46,311)		(46,311)
Balance, December 31, 2000				1,229,830		1,230		114,414		(51,525)		64,119
Issuance of common stock for cash, March 2, 2001				14,000		14		13,986		0		14,000
Issuance of common stock for cash, April 19, 2001				25,000		25		24,975		0		25,000
Issuance of common stock for cash, Sept. 13, 2001				25,000		25		24,975		0		25,000
Issuance of common stock for cash, Sept. 28, 2001				300,000		300		299,700		0		300,000
Issuance of common stock for cash, Oct. 4, 2001				22,000		22		21,978		0		22,000
Less net loss				-		-		-		(100,753)		(100,753)
Balance, December 31, 2001				1,615,830		1,616		500,028		(152,278)		349,366
Issuance of common stock for cash, January 23, 2002				50,000		50		49,950		-		50,000
Less net loss				-		-		-		(82,886)		(82,886)
Balance, December 31, 2002				1,665,830		1,666		549,978		(235,164)		316,480
Add net income				-		-		-		11,431		11,431
Balance, December 31, 2003				1,665,830		1,666		549,978		(223,733)		327,911
Less net loss				-		-		-		(6,733)		(6,733)
Balance, December 31, 2004				1,665,830 =======	$	1,666 =======	$	549,978 ========	$	(230,466) ==========	$	321,178 ==========

 

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

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TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
(WITH CUMULATIVE TOTALS FROM INCEPTION)

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

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TUNDRA RESOURCES, INC.
  (A PRE-EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

NOTE 1-                ORGANIZATION AND BASIS OF PRESENTATION

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

NOTE 2-                SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Pre-Exploration Stag Company

The Company is considered to be in the pre-exploration stage as defined in Statement of Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises” as interpreted by the Securities and Exchange Commission for mining companies.  The Company is devoting substantially all of its efforts to development of business plans and the acquisition of oil and gas leases and mineral properties.

Use of Estimates

The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the condensed financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consists principally of currency on hand, demand deposits at commercial banks, and liquid investment funds having a maturity of three months or less at the time of purchase.

Start-up Costs

In accordance with the American Institute of Certified Public Accountants Statement of Position 98-5, “Reporting on the Costs of Start-up Activities”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Common Stock Issued For Other Than Cash

Services purchased and other transactions settled in the Company's common stock are recorded at the estimated fair value of the stock issued if that value is more readily determinable than the fair value of the consideration received.

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TUNDRA RESOURCES, INC.
  (A PRE-EXPLORATION STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2004 AND 2003

NOTE 2-                SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   (CONTINUED)

Net Income or (Loss) Per Share of Common Stock

The following table sets forth the computation of basic and diluted earnings per share:

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Stock-Based Compensation

The Company has adopted the disclosure provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” ("SFAS No. 123"). SFAS No. 123 permits the Company to continue accounting for stock-based compensation as set forth in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” ("APB Opinion No. 25"), provided the Company discloses the pro forma effect on net income and earnings per share of adopting the full provisions of SFAS No. 123. Accordingly, the Company continues to account for stock-based compensation under APB Opinion No. 25 and has provided the required pro forma disclosures.

 

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TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2004 AND 2003

NOTE 2-                SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   (CONTINUED)

Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 141, “Business Combinations,” which eliminated the pooling of interest method of accounting for all business combinations initiated after June 30, 2001 and addresses the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination.  The Company adopted this accounting standard for business combinations initiated after June 30, 2001.

The Company adopted SFAS 142, “Goodwill and Other Intangible Assets,” effective July 1, 2001.  SFAS 142 addresses the financial and accounting and reporting standards for the acquisition of intangible assets outside of a business combination and for goodwill (of which the Company has not recognized such intangible asset) and other intangible assets subsequent to their acquisition.  This accounting standard requires that goodwill be separately disclosed from other intangible assets in the statement of financial position, and no longer be amortized but tested for impairment on a periodic basis.  The provisions of this accounting standard also require the completion of a transitional impairment test within six months of adoption, with any impairments identified treated as a cumulative effect of a change in accounting principle.

In August 2002, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which supersedes SFAS No. 121 and provides a single accounting model for long-lived assets to be disposed of.  The new rules significantly change what would have to be met to classify an asset as held for sale.  In addition, more dispositions will qualify for discontinued operations treatment in the income statement as the criteria for discontinued operation presentation is changed to a component of the business rather than a segment of the business.  The Company is required to apply SFAS No. 144 as of October 1, 2003.

In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections”.  This statement rescinds SFAS No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an amendment of that statement, SFAS No. 44, Accounting for Intangible Assets of Motor Carriers, and SFAS No. 64, Extinguishments of Debt Made to Satisfy Sinking‑Fund Requirements.  This statement amends SFAS No. 13, Accounting for Leases, to eliminate inconsistencies between the required accounting for sales‑leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sales‑leaseback transactions.

 

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TUNDRA RESOURCES, INC.
  (A PRE-EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2004 AND 2003

NOTE 2-                SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                                (CONTINUED)

Recent Accounting Pronouncements (Continued)

Also, this statement amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions.  Provisions of SFAS No. 145 related to the rescissions of SFAS No. 4 were effective for the Company on November 1, 2002 and provisions affecting SFAS No. 13 were effective for transactions occurring after May 15, 2002.  The adoption of SFAS No. 145 did not have a significant impact on the Company's results of operations or financial position.

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”.  The statement addresses financial accounting and reporting for costs associated with exit or disposal activities and requires that a liability for a cost associated with an exit or disposal activity be recognized at fair value when the liability is incurred, rather than at the date of an entity’s commitment to an exit plan.  The provisions of SFAS No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged.  The adoption of SFAS No. 146 did not have a significant impact on the Company's results of operations or financial position.

In December 2002, the FASB issued Statement No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure, an amendment of FASB Statement No. 123”(“SFAS 148”). SFAS 148 amends FASB Statement No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. It also amends the disclosure provisions of that Statement to require prominent disclosure about the effects on reported net income of an entity’s accounting policy decisions with respect to stock-based employee compensation. Finally, this Statement amends Accounting Principles Board (“APB”) Opinion No. 28, “Interim Financial Reporting”, to require disclosure about those effects in interim financial information. SFAS 148 is effective for financial statements for fiscal years ending after December 15, 2002. The Company will continue to account for stock-based employee compensation using the intrinsic value method of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” but has adopted the enhanced disclosure requirements of SFAS 148.

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TUNDRA RESOURCES, INC.
  (A PRE-EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2004 AND 2003

NOTE 3-                PROVISION FOR INCOME TAXES

The Company accounts for income taxes using the liability method.
At December 31, 2004 and 2003 deferred tax assets consist of the following:

Net operating losses totaling approximately $230,466 are currently available and begin to expire in 2021.

A valuation allowance has been provided for the entire deferred tax asset amount until such time that the Company demonstrates the ability to produce taxable income.

NOTE 4 -               STOCKHOLDERS’ DEFICIT

Common Stock

As of December 31, 2004 and 2003, the Company has 50,000,000 shares of common stock authorized and 1,665,830 issued and outstanding.

The following details the stock transactions for the Company:

 On December 31, 1998 the Company sold 200,000 shares of its common stock at  $.001 per share for $200 to provide initial working capital.

On May 18, 1999 the Company sold 300,000 shares of its common stock at $.10 per share to provide further working capital and to begin its operations.

Between January and September, 2000 the Company sold a total of 700,000 shares of its common stock at $.10 per share and 29, 830 shares at $1.00 per share.  The resulting $99,830, net of $6,636 offering costs, yielded $93,194 to be used to acquire oil and gas leases and mineral properties.

Between March, 2001 and January, 2002 the Company sold a total of 436,000 shares at $1.00 per share.  The resulting $436,000 was to be used to acquire oil and gas leases and mineral properties.  The Company invested the funds in interest-bearing notes as an interim strategy.

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TUNDRA RESOURCES, INC.
(A PRE-EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2004 AND 2003

 

NOTE 4-                STOCKHOLDERS’ DEFICIT (CONTINUED)

 Common Stock (Continued)

The Company’s stock has no readily determinable market price and has been valued by the Company at par value, which estimates fair value.

NOTE 5-                GOING CONCERN

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.  The Company has had recurring operating deficits in the past few years and has large accumulated deficits and is in the development stage and has no recurring revenues. These items raise substantial doubt about the Company’s ability to continue as a going concern.

In view of these matters, realization of the assets of the Company is dependent upon the Company’s ability to meet its financial requirements and the success of future operations.  These financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

The Company’s continued existence is dependent upon its ability to generate sufficient cash flows from equity financing.

 

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

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

ITEM 8A.   CONTROLS AND PROCEDURES

The Company carried out an evaluation of the effectiveness of the design and  operation of the Company's disclosure controls and procedures (as defined in  Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2004.  This evaluation was carried out under the supervision and with the participation of  the Company's management, specifically Mr. Dan Lee, the Company's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. There have been no significant changes in the Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company 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. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

 

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PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS,  PROMOTERS & CONTROL PERSONS, COMPLIANCE
                WITH SECTION 16(a) OF THE EXCHANGE ACT

The Directors and Officers of the Company are as follows:

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

Fong Lee.  Mr. Lee was born and educated in Beijing (Peking), China.  Mr. Lee graduated in 1981 with a Bachelor’s Degree in Science and worked for several European and Australian mining companies.  Since 1998, Mr. Lee has been a business consultant for Asian and North American companies.

Involvement in Certain Legal Proceedings

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

Compliance With Section 16(a) of the Exchange Act

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

ITEM 10. EXECUTIVE COMPENSATION

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT

The following table sets forth each person known to TUNDRA RESOURCES, INC., as of December 31, 2004, to be a beneficial owner of five percent (5%) or more of TUNDRA RESOURCES, INC.'s common stock, by TUNDRA RESOURCES, INC.'s directors individually, and by all of the TUNDRA RESOURCES, INC.'s directors and executive officers as a group.  Each person has sole voting and investment power with respect to the shares shown.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS

SECURITY OWNERSHIP OF MANAGEMENT

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ITEM 12.               CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS

None.

ITEM 13.               EXHIBITS

(a)           EXHIBITS.

EXHIBIT NUMBER	DESCRIPTION	LOCATION
3.1	Articles of Incorporation	Incorporated by reference to Exhibit 3.
3.2	Bylaws	Incorporated by reference to Exhibit 3.2
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the of the Sarbanes Oxley Act of 2002.	Attached
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the of the Sarbanes Oxley Act of 2002.	Attached
32.1	Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Attached

ITEM 14.               PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The independent auditors’ of the Company for the year ended December 31, 2004 were Bagell, Josephs & Company.  The aggregate fees, including expenses, billed by Bagell, Josephs & Company in connection with the audit of the Company's annual financial statements for the year ending December 31, 2003 and for the review of the Company's financial information included in its annual report on Form 10-KSB were $9,500.

The independent auditors’ of the Company for the year ended December 31, 2004 were Bagell, Josephs & Company.  The aggregate fees, including expenses, billed by Bagell, Josephs & Company in connection with the audit of the Company's annual financial statements for the year ending December 31, 2004 and for the review of the Company's financial information included in its annual report on Form 10-KSB were $9,500.

SIGNATURES

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

	TUNDRA RESOURCES, INC.
Dated:  April 8, 2005	By: /s/ Fong Lee              Fong Lee

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

SIGNATURE	TITLE	DATE
/s/Fong Lee      Fong Lee	President, Chief Executive Officer, Chief Financial Officer and Director	April 8, 2005