UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[ X ]x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended JuneSeptember 30, 2010

OR

¨  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                         to

Commission File Number:  001-08429

THUNDER MOUNTAIN GOLD, INC.

(Exact name of Registrant as specified in its charter)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   x   Yes  ¨  No

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

Indicate by check mark whether the Registrant is  ¨  a large accelerated filer,¨  an accelerated file,¨  a non-accelerated filer, or  x   a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act)

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

Number of shares of issuer’s common stock outstanding at Date August 16,November 18, 2010:    20,583,469

26,791,740

TABLE OF CONTENTS

PART I – Financial Information

3

Item 1.

Financial Statements

3

Item 2.  M

Management'sanagement's Discussion and Analysis or Plan of Operation

1213

Item 3:

3.  Quantitative and Qualitative Disclosures about Market Risk

1618

Item 4:

4.  Controls and Procedures

1618

PART II

1619

Item 1.

Legal Proceedings.

1619

Item 1A.

Risk Factors.

16

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

1619

Item 3.

Defaults Upon Senior Securities.

1720

Item 4.

(Removed  (Removed and Reserved).

1720

Item 5.

Other Information

1720

Item 6.

Exhibits

1720

SIGNATURES

21

2

PART I – Financial Information

Item 1.

Financial Statements  

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

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

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

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

6

Thunder Mountain Gold, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements (Unaudited)

1.

Summary of Significant Accounting Policies and Business Operations

Business Operations

Thunder Mountain Gold, Inc. (“Thunder Mountain” or “the Company”) was originally incorporated under the laws of the State of Idaho on November 9, 1935, under the name of Montgomery Mines, Inc. In April 1978, Montgomery Mines Corporation was obtained by a group of the Thunder Mountain property holders and changed its name to Thunder Mountain Gold, Inc., with the primary goal to further develop their holdings jointly with Coeur d`Alene Mines Corporation in the Thunder Mountain Mining District, located in Valley County, Idaho. Thunder Mountain Gold, Inc. takes its name from

Coeur d’Alene Mines ceased production in 1992 and relinquished their lease on the Thunder Mountain Mining District, where its principal lode claims. Subsequently the area was leased to and explored by several other exploration/mining claims were located. For several years, the Company’s activities were restricted to maintaining its property position and exploration activities. companies, including Kennecott Utah Copper Corporation

During 2005, the Company sold its holdings in the Thunder Mountain Mining District. During 2007, the Company acquired the South Mountain Mines property in southwest Idaho and initiated explorati onexploration activities on that property. In 2008, the Company changed its situs from the State of Idaho to the State of Nevada.

Exploration Stage Enterprise

The Company’s financial statements are prepared using the accrual method of accounting and according to “Accounting for Development Stage Enterprises,” as it devotes substantially all of its efforts to acquiring and exploring mining interests that will eventually provide sufficient net profits to sustain the Company’s existence. Until such interests are engaged in commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiary, Thunder Mountain Resources, Inc. All significant intercompany accounts and transactions have been eliminated and any significant related party transactions have been disclosed.

Reclassifications

Certain reclassifications have been made to conform to prior periods’ data to the current presentation. A reclassification has been made to prior periods’ data for certain management salaries, travel expenses and the fees of consultants to more accurately reflect comparative exploration costs. These reclassifications have no effect on the reported results of operations or stockholders’ equity.

Basis of Presentation

The unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been

7

Thunder Mountain Gold, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements (Unaudited)

1.

Summary of Significant Accounting Policies and Business Operations, continued:

included. Operating results for the six monthsnine-month period ended JuneSeptember 30, 2010, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2010.

For further information refer to the financial statements and footnotes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

Foreign Currency Translation

Assets and liabilities denominated in a foreign currency are translated to U.S. dollars at the exchange rate on the balance sheet date.  Translation adjustments are shown as part of other income (expense).  Revenues, costs, and expenses are translated using an average rate.  Realized and unrealized foreign currency transaction gains and losses are included in the consolidated statement of operations.

7

Thunder Mountain Gold, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements (Unaudited)

Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers cash in banks and highly liquid short term investments with original maturities when acquired of three months or less to be cash and cash equivalents. The Company’s cash was held in a Merrill Lynch money market fund on JuneSeptember 30, 2010, which may not be covered by insurance of the Federal Deposit Insurance Corporation (“FDIC”).

Fair Value Measures

Our financial instruments consist principally of cash and cash equivalents.equivalents, warrant liabilities and beneficial conversion feature on loans. These instruments do not require recurring re-measurement of fair value.

Convertible Debt

From time to time, the Company enters into transactions which contain conversion privileges, the settlement of which may entitle the holder or the Company to settle obligations by issuance of Company securities. When the Company enters transactions which allow obligations to be settled by the issuance of Company securities, beneficial fair value is estimated under appropriate accounting literature.

New accounting pronouncements

In January 2010, the ASC guidance for fair value measurements was updated to require additional disclosures related to movements of assets among Levels 1 and 2 of the three-tier fair value hierarchy. Also, a reconciliation of purchases, sales, issuance, and settlements of anything valued with a Level 3 method is required.  Disclosure regarding fair value measurements for each class of assets and liabilities will be

8

Thunder Mountain Gold, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements (Unaudited)

1.

Summary of Significant Accounting Policies and Business Operations, continued:

required. The updated guidance was adopted by the Company in its quarter endingended March 31, 2010, except for disclosures about the activity in Level 3 fair value measurements which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.  Adoption of this updated guidance did not have a material impact on the Company’s consolidated financial statements.

Property and Equipment

Property and equipment are carried at cost. Depreciation is computed using straight line depreciation methods with useful lives of three to seven years. Major additions and improvements are capitalized. Costs of maintenance and repairs, which do not improve or extend the life of the associated assets, are expensed in the period in which they are incurred. When there is a disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in net income.

Mining Properties and Claims

The Company capitalizes costs for acquiring mineral properties and expenses costs to maintain mineral rights and leases as incurred. Exploration costs are expensed in the period in which they occur. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.

8

Thunder Mountain Gold, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements (Unaudited)

Income Taxes

The Company recognizes deferred income tax liabilities or assets at the end of each period using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has evaluated all tax positions for open years and has concluded that it has no material unrecognized tax benefits.

Reclamation and Remediation

The Company’s operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of tangible long-lived assets. A corresponding asset is also recorded and depreciated over the life of the asset. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation.

Determination of any amounts recognized upon adoption is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates.

For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Such costs are based on management’s estimate of amounts expected to be incurred when the remediation work is performed.

Share-Based Compensation

The Company requires all share-based payments to employees and directors, including grants of employee stock options, be measured at fair value and expensed in the statement of operations over the service period. In addition to the recognition of expense in the financial statements, any excess tax benefits received upon exercise of options will be presented as a financing activity inflow rather than as an adjustment of operating activity as presented in prior years.

Net Loss Per Share

GAAP requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of the statements of operations for all entities with complex capital structures. Basic EPS is computed as net income divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities. The dilutive effect of convertible and exercisable securities would be:

For the periods ended JuneSeptember 30, 2010 and 2009, the effect of the Company’s outstanding options and common stock equivalents would have been anti-dilutive. Accordingly, only basic EPS is presented.

2.

Stockholders’ Equity

The Company’s common stock is at $0.001 par value with 200,000,000 shares authorized. The Company also has 5,000,000 authorized shares of preferred stock with a par value of $0.0001.$0.001. No preferred shares have been issued.

On September 24, 2010 (the “Closing Date”) the Company completed a private placement offering for the sale of 6,130,271 Units with proceeds of $995,737, which are net of $188,349 in deferred financing costs. The subscription agreements were denominated in Canadian dollars (Cdn$) at a prices of Cdn $0.20 per Unit. Each Unit was comprised of one share of the Company’s common stock (a “Common Share”) and one share purchase warrant (a “Warrant”).  Each Warrant entitles the holder to purchase one additional share of Company’s common stock for a three year period at staggered prices as follows: CDN$0.20 per share at any time until one year from the Closing Date; Cdn$0.25 per share from one year until two years from the Closing Date; and Cdn$0.30 per share from two years until three years from the Closing Date. If the Company’s common stock trades at a closing price greater than Cdn$0.50 per share for 20 consecutive trading days after six months from the Closing Date, the Company can accelerate the expiration of the Warrants by giving notice to the holders and in such case the Warrants will expire on the 30th day after the Company provides notice to the holders of the Warrants. The Company concluded that the warrants issued in the private placement and to Haywood Securities Inc., a Canadian broker dealer, meet the definition of a derivative instrument as defined in ASC 815 Derivative and Hedging which requires that the derivative instrument be separated and accounted for separately from the common equity issued in the offering unit.

9

Thunder Mountain Gold, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements (Unaudited)

2.   Stockholders Equity, continued:

Base on the guidance of ASC 815 Management concluded that the warrants should be classified as a liability and recorded at fair value. The Company determined the fair value of the 6,605,271warrants issued in the offering using the Black-Scholes option pricing model. The Company determined the fair value of the warrants to be $1,434,702 on the date the offering, which exceeds the gross offering proceeds of $1,177,955 by $256,747.  The amount by which the fair value of the warrants exceeded the offering proceeds of the placement represents an additional offering expense incurred in the placement and is recorded in the statement of operations. The Company recognized $347,991 gain on the change in the fair value of warrants through September 30, 2010, difference between the placement date.

The Company recorded a long term asset for the deferred financing costs related to the offering of $188,349. The deferred financing costs include listing and legal fees along with a finder’s fee paid to Haywood Securities Inc. and Bolder Investment Partners, Ltd, both Canadian broker dealers, equal to 10% of the funds received as part of the second and third tranches. The deferred financing costs will be amortized to the statement of operations over the life of the warrants using the straight-line method, which approximates the effective interest rate method.

The Company has agreed to file a registration statement with the Securities and Exchange Commission within 45 days of the Closing Date of the Offering in order to register only the Common Shares for resale by the investors in the Offering, and use its best efforts to cause such registration statement to be declared effective within four months from the Closing Date.

In conjunction with the private placement, the Board approved the issuance of 78,000 units under the placement in full satisfaction of $21,000 in deferred compensation owed to the Company’s Vice President and Chief Financial Officer, Eric T. Jones. Using the Black-Scholes option pricing model the Company recorded a liability related to the warrants of $16,941.    

On May 10, 2010, the Company issued 1.25 million Units at $0.20 per Unit in a private placement for net proceeds of $250,000. Each Unit consistsconsisted of one share of common stock and one Series A common stock purchase warrant. Each Series A warrant is exercisable at $0.20 for one share of common stock and one-half Series B common stock purchase warrant. Each whole Series B warrant would be exercisable into one share of common stock at an exercise price of $0.75 per share. The warrants are callable by the Company in the event that the Company’s stock trades above $0.25 in

9

Thunder Mountain Gold, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements (Unaudited)

the case of the Series A warrants, and above $0.94 for the Series B warrants. The Company has accounted for the warrants as a derivative which has been valued using a Black Scholesbased on the fair value model.of the warrants. The Company has allocated $53,125 of the proceeds from the private placement toas a long term warrant liability and has recognized $12,500$5,225 loss on the warrants at JuneSeptember 30, 2010,201 0, as a result of an increase in fair value between the placement date and the end of the quarter.

As consideration for a sponsorship agreement, Haywood Securities, Inc, a Canadian broker dealer,Inc. was issued 200,000 shares of stock on January 6, 2010, that were valued at $0.22 per share, the market price on the issue date for a total cost of $44,000. This amount was expensed in Management and Administrative costs for Haywood Securities’ sponsorship of the Company on the TSX-V Exchange.

As authorized by Board Resolution on March 30, 2010, a total of 550,000 shares of common stock were issued to the Company’s Directors and three consultants. The stock was valued using a Black Scholesbased on the fair market value model,of the Company’s common stock on the day of the awards and a stock payable of $93,500 was reflected in the Company’s long-term liabilities at March 31, 2010. The stock was issued on April 8, 2010.

10

Thunder Mountain Gold, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements (Unaudited)

2.

Stockholder’s Equity, continued:

The following is a summary of warrants for JuneSeptember 30, 2010:

Because each Series A Warrant are exercisable for one common share and one half a Series B Warrant, the ultimate dilution possible for the Series A Warrants is 1,875,000 shares of the Company’s common stock.

3.

Related Party Transactions

On March 31, 2010 the Board unanimously approved a resolution authorizing a bridge loan from E. James Collord, the Company’s CEO and a director, and his wife Leta Mae Collord, Mr. Collard’sCollord’s wife, in the amount of $50,000 at an interest rate of 1% per month with the first payment due in thirty days. On May 12, 2010 the Board unanimously approved to increase the loan amount to $65,000. On August 13, 2010, the Collord’s advanced the Company an additional $25,000 under the bridge loan. The purpose of the bridge loan was to provide the Company operational capital to meet its day-to-day operational needs. These funds are to be repaid upon receipt of funds from future financing transactions and shall not exceed 120 days from the date of the resolution. In the event the loan is not repaid in full within 90 days after the due date, the Company will deed 10 acres of surface estate at its South Mountain property comprisingcomp rising an area that surrounds the camp buildings.

The Collords’Collord’s have the option that any portion or the amount loaned can be convertible to Company stock at the lower of the market price on the date of conversion, or $0.15 per share. The price for the Company’s common stock exceeded the $0.15 conversion price stated in the loan on the days funds were advanced under the loan. Management determined that the favorable exercise price represents a beneficial conversion feature. Using the intrinsic value method at the date of commitmentloan dates a total discount of $19,333$42,667 was recognized on the loan. The discount is being amortized over the loan term using the straight-line method, which approximates the effective interest method. For the three and sixnine months ended JuneSeptember 30, 2010, the Company recorded $14,500$16,500 and $31,000 in interest expense related to the amortization of the discount.  As of September 30, 2010, the outstanding loan balance was $65,280 net of $11,667 unamor tized discount on the beneficial conversion feature. Total interest expense of $32,068, including amortization of the beneficial conversion feature, has been recognized on this related party loan as of September 30, 2010. On October 4, 2010, the Company repaid $49,406 in principal and accrued interest there on in full satisfaction of the loan.

10

11

Thunder Mountain Gold, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2010 the outstanding balance of the loan was 49,381, net of the remaining discount of $4,832. Total interest expense of $2,794 has been recognized on this related party loan.

4.

Stock incentive plan

On May 25, 2010, the Board of Directors, subject to shareholder ratification, approved a Stock Incentive Plan (the “SIP”).  The SIP will be administered by the Compensation Committee or Board of Directors and provides for the grant of stock options, incentive stock options, stock appreciation rights, restricted stock awards, and incentive awards to eligible individuals including directors, executive officers and advisors that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction.

The SIP has a fixed maximum percentage of 10% of the Company’s outstanding shares that are eligible for the plan pool, whereby the number of Shares under the SIP increase automatically with increases in the total number of shares. This “Evergreen” provision permits the reloading of shares that make up the available pool for the SIP, once the options granted have been exercised. The number of shares available for issuance under the SIP automatically increases as the total number of shares outstanding increase, including those shares issued upon exercise of options granted under the SIP, which become re-available for grant subsequent to exercise of option grants. The number of shares subject to the SIP and any outstanding awards under the SIP will be adjusted appropriately by the Board of Directors if the Company’s common stock is affected through a reorganization, merger, consolidation, recapitalization,recapitalizatio n, restructuring, reclassification, , dividend (other than quarterly cash dividends) or other distribution, stock split, spin-off or sale of substantially all of the Company’s assets.

The SIP also has terms and limitations, including without limitation that the exercise price for stock options and stock appreciation rights granted under the SIP must equal the stock’s fair market value, based on the closing price per share of common stock, at the time the stock option or stock appreciation right is granted. The SIP is also subject to other limitation including; a limited exception for certain stock options assumed in corporate transactions; stock options and stock appreciation rights granted under the SIP may not be “re-priced” without shareholder approval; stock-based awards under the SIP are subject to either three-year or one-year minimum vesting requirements, subject to exceptions for death, disability or termination of employment of an employee or upon a change of control; and shareholder approval is required for certain types of amendments to the SIP. No grants have been made

On August 24, 2010 the Board approved a grant of 2.0 million options under the SIP.

5.

Subsequent events  

SubsequentSIP to the quarter end, on July 13, 2010, the Company initiatedDirectors, Executive Officers and other non-employees consultants. The options have a private placement offering of 6 million Units at an offeringstrike price of $0.20 CDN per Unit. Each Unit is comprised of one share of common stock and a warrant to purchase one share$0.27, which approximates the fair market value of the Company’s common stock. The warrants are for a termequity on the date of two years with an exercise price of $0.20 CDN forgrant, based on the first twelve months and $0.35 CDN thereafter. The warrants are callable at the Company’s option in the event the Company’s common shares trade at a weighted average price of $0.50 CDN for a period of 20 consecutive trading days. A finder’s fee equal to 10% of the amounts raised plus warrants equal to 10%bid/ask prices as quoted by the National Quotation Bureau on the day of grant. The option certificates will reflect the actual date of the underlying units sold in the private placement is payable.

Subscriptions for the full amountgrant upon approval of the placement have been received for approximately $1,350,000 CDN, or approximately $1,305,000 USD. Payment into escrow is expectedSIP by shareholders. The Company has not recognized any compensation expense related to occur on or aboutthese options as of September 1,30, 2010.  Due to additional interest by other investors, the placement is believed to be over-subscribed and the offering is being extended to allow placement of additional Units as approved by the Company’s board.

Item 2.

Management's Discussion and Analysis or Plan of Operation

FORWARD LOOKING STATEMENTS: The following discussion may contain forward-looking statements that involve a number of risks and uncertainties. Factors that could cause actual results to differ materially include the following: inability to locate property with mineralization, lack of financing for exploration efforts, competition to acquire mining properties; risks inherent in the mining industry, and risk factors that are listed in the Company's reports and registration statements filed with the Securities and Exchange Commission.

Management's discussion and analysis is intended to be read in conjunction with the Company's unaudited financial statements and the integral notes thereto for the quarter ending JuneSeptember 30, 2010. The following statements may be forward-looking in nature and actual results may differ materially.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operation (“MD&A”) is intended to help the reader understand our financial condition. MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying integral notes (“Notes”) thereto. The following statements may be forward-looking in nature and actual results may differ materially.

The Company was able to meet its immediate financial obligations during the second quarter. In an effort to manage cash flow, officers continued their salary reductions frommaintains a total of per month to per month. Eric Jones salary rate of $8,333 was reinstated in the fourth quarter of 2009 and Jim Collord’s salary was increased at the beginning of the reporting quarter to 50% of his base, or $5,000 per month. He will remain at this level until financial conditions improve. Previously, Jim Collord had been at a minimal salary of $1,000 per month for nineteen months. Pete Parsley remained on full salary of $9,000 per month, or $108,000 per year, but saw no increases.

On March 30, 2010, the Board approved stock grants to Management and Directors, for service on the Company’s Board in 2008 and 2009, with the grants being delivered on April 8, 2010. The market value of the stock grants was $93,500, with $42,500 allocable to non-employee Directors. Excluding expenses reimbursed as incurred, these stock grants represent the only remuneration these non-employee Directors received.

The Company maintains itscorporate office in the Boise, Idaho area in Garden City.Idaho. This is the primary work area for the South Mountain Project and is utilized primarily by Pete Parsley and Eric Jones. Jim Collord has been working from a temporary residence in Boise Idaho at no additional charge to the Company.  He will continue to work from his home office in Elko, Nevada as well as in the Boise office.office as the exploration program at South Mountain is completed over the year.

The Company employed three, full-time, salaried Management personnel during the quarter, which was budgeted. Jim Collord – President – had his salary reinstated by the board during the quarter to 100% of his base. Previously, Jim Collord had been at a half rate salary for the previous nine months while financial conditions improved. Pete Parsley and Eric Jones remained on full salary during the Quarter.

On August 24, 2010, the Board approved a grant of 2.0 million stock options to Management, Directors and non-employee consultants, for service on the Company’s Board in 2010. The final stock option issuance is subject to approval of the Stock Option Incentive Plan by the Shareholders. The exercise price of the options was placed at $0.27, which approximates the fair market value of the Company’s common equity at the date of grant.  Excluding expenses reimbursed as incurred, these stock options represent the only remuneration these non-employee Directors received.

The primary focus of Management during the secondthird quarter was to continue to advancecomplete the dual listing of the Company with the Toronto Stock Exchange – Venture Listing (TSX-V). concurrent with the private placement financing $996 thousand. This task was completed on September 23, 2010, and the Company`s common shares began trading on the TSX-V on September 24, 2010 under the symbol THM. The Company will continue to trade in the U.S. on the Over the Counter Bulletin Board.Board under the symbol THMG. The Company engaged a Canadian legal firm in Vancouver, B.C. to assist with the listing application and Haywood Securities was retained as a sponsor. The common shares of

Additionally, the Issuer have been conditionally approved for listingManagement focused on completing the Exchange. It is anticipated that2010 exploration program at the Company will receive final approval on its listing during the 3rd quarter of 2010.South Mountain Project as discussed below:

A discussion of activities conducted during the reporting period and the plan of operation follows for the Company and its wholly-owned subsidiaries, Thunder Mountain Resources, Inc. and South Mountain Mines, Inc.

1.

South Mountain Project, Owyhee County, Idaho(South Mountain Mines, Inc.)

The Company’s land package at South Mountain consists of a total of private land under lease to approximately 542 acres, the original 17 patented claims (326 acres) that the Company owns outright plus and 21 unpatented claims (290 acres) for a total of approximately 1,158 acres.   The Company has initiated negotiations on additional private land surrounding the existing land package, and has applications in for approximately 3,100 acres of Idaho State Land that covers areas of geologic interest.

As partThe primary target for drill testing during the fall of 2010 was on the TSX-V listing efforts,intrusive breccia target located on the Company commissioned Northwest Groundwater and Geologysouth side of Eagle, Idaho, as independent Qualified Person to upgrade the South Mountain Technical Report completed in 2008 by Kleinfelder to a NI 43-101 compliant resource report. Greg Wittman, Professional Geologist and Qualified Person per TSX-V rules, and owner of Northwest Groundwater and Geology,approximately one-half mile from the historic mine workings.  Centra Consulting completed the report. The Reportstorm water plan needed for the exploration road construction, and it was accepted by the TSX-V. The approved 43-101 is one of the primary components needed to achieve approval for the TSX-V listing.

FieldworkEnvironmental Protection Agency.  Road construction started on the South Mountain Project began during the reporting period.   Design for road and pad construction for exploration of the multi-lithic gold breccia target was completed.  Centra Consulting was engaged

to complete the necessary storm water plan for the site work, and EPA approval was received for construction during late July 2010.  Road and pad construction on the breccia target commenced the first part of August with a D8 dozer provided1, 2010 by Warner Construction and a total of Boise, ID.  Detailed3.2 miles of access and drill site roads were completed through the end of September.  

A campaign of road cut sampling will be completed oncewas undertaken on the new roads as they were completed.  Three sets of samples were obtained along the cut bank of the road.  Channel samples were taken on 25-foot, 50-foot or 100-foot intervals, depending upon the nature of the material cut by the road system has been done, this to further refine the target areas and outline any additional mineralized zones.

A reverse circulation drilling contractor provided a proposal for the drilling, and may mobilize as early as late August.  The initial round of drilling will be to test the three main targets associated with the mile-plus long gold breccia zone.  Drill holes are alsoshorter spaced intervals being designedtaken in areas of bedrock.  A total of 197 samples were collected and sent to test the down dip extensions of the Texas and DMEA 2 sulfide replacement ore shootsALS Chemex labs in the main mine area.  Although these two areas are being targeted separately, Management believes that they are both related to a buried mineralized porphyry molybdenum- or copper-gold system. Although the initial round of drilling will be completed by a reverse circulation drill, favorable geology and mineralization that is encountered will be followed by core drilling.  Some core work by be done coincidentally with the reverse circulation drilling.       Elko, Nevada.

The Company receivedsample results from the data package developed by Kinross Gold USA Inc. during their multiple visits to South Mountainroad cuts enhanced the gold soil sample anomaly outlined during the 2009 field season.  As partprogram.  Of the 197 road cut samples taken, as of October 22^nd results have been received on 169 intervals. In addition to the their fieldwork, they collected 55 of rock chip samples overthree anomalies identified by soils sampling, the multi-lithic breccia outcrops, all of which had anomalous gold valuesroad cuts added a fourth target that ranged up to 2913yielded a 350-foot long zone that averaged 378 parts per billion gold (0.085(0.011 ounce per ton).  This independentFollow up sampling on a road immediately adjacent to this zone yielded a 100-foot sample set confirmed the values obtained by Thunder Mountain over the past three field seasons.  The Kinross geologists wrote extensive reports on their interpretation of South Mountain, and made a recommendation for Kinross to conduct further workinterval that ran 5.91 parts per million gold (0.173 ounce per ton).

Drilling on the project.  intrusive breccia target commenced on October 1, 2010 with a Schramm reverse circulation rig contracted through Drill Tech of Winnemucca, Nevada.  Five holes on the four significant gold anomalies in the intrusive breccia target were planned and completed. Assays are pending.

Two geologists from Barrick Gold’s Elko, Nevada exploration officeSeveral of the larger gold mining companies have visited South Mountain during June to make an initial evaluation ofsince the project.  Theyroad cut sampling was completed and the drilling commenced.  Both Newmont and Barrick Gold spent twoseveral days examining the geology and conducting sampling programs.  Centerra also briefly visited the outcrops and evaluatingsite.  All companies that have visited the gold breccia target.  Their results were encouraging enough that they will be returning to conduct further work in late August.site have signed confidentiality agreements with the Company.

Jim Wright, consulting geophysicist located in Elko, Nevada, reviewed the regional open source geophysical data available for theProject geologic work on South Mountain has been ongoing during the drilling program.  This included area geologic mapping and developed a cost estimate for completing either an extensive ground magnetic or airborne draped magnetic survey oversampling as well as road cut mapping.  It is apparent that the project.  The compilation of open source data provided excellent information onsystem is quite large and the magnetic signature ofgeologic work has expanded beyond the known gold intrusive that likely relate to the mineralizing events,breccia anomaly and has helped direct the Company to expand its area of geologic interest in the area.historic mine workings.

2.

Trout Creek Claims, Lander County, Nevada(Thunder Mountain Resources, Inc.)

The Company’s land package at Trout Creek consists of 60 unpatented mining claims located approximately 20 miles south of Battle Mountain, Nevada.  The claims are located near Newmont’s Phoenix Mine and the Cove McCoy Mine (now in reclamation), and on a significant trend between Cortez Gold Mine’s Pipeline/Cortez Hills deposits and the Phoenix Mine.

Continued geologicGeologic interpretive work confirmed theconfirms that structures exist within the pediment gravels, that suggestsuggesting that the thickness of valley fill gravel is not prohibitive for exploration, or for mining should a resource be

delineated. The likelihood of shallow bedrock, coupled with the favorable structural setting identified by geophysics and favorable host rocks outcropping along the range front all support that there is a strong pediment target on the Trout Creek Claims.

Jim Wright, geophysical consultant, also compiled the open source geophysical data for the project area, and it essentially confirmed the new geologic interpretation of the pediment target.  Jim provided a recommendation on cost estimate to conduct a ground magnetic survey over the project area, this further refining the structures that area covered by valley fill pediment.

Barrick Gold has indicatedexpanded their desire to develop a confidentiality agreement onwith Thunder Mountain Gold to include the Trout Creek Project area in order to review the data.  Newmont has also expressed and interest in working the Company, and this could be a strategic effort as they own a significant private land package around the claims.

Trout Creek is a high priority target for the Company, and it is being budgeted for advancement during the 2011 field season.  Financing strategies are being developed, as well as examining the potential of joint venturing with a favorable partner.  

3.

Portland Claim Group, Mohave County, Arizona(Thunder Mountain Resources, Inc.)

No additional fieldwork was done during the reporting period on the 19 unpatented mining claims totaling approximately 380 acres at the Portland property. The Portland property is located approximately 30 miles northwest of Kingman, Arizona.

4.

Gold Hill Claim Group, La Paz County, Arizona(Thunder Mountain Resources, Inc.)

No additional field work was conducted during the quarter on the 22 unpatented mining claims of the Gold Hill claim group in La Paz County, Arizona.

5.

West Tonopah Claim Group, Esmeralda County, Nevada(Thunder Mountain Gold, Inc.)

No additional work was completed during the quarter on the West Tonopah claim group located in Esmeralda County, Nevada. The West Tonopah claim group consists of eight unpatented claims located 1.5 miles southwest of Tonopah, Nevada.

6.

Clover Mountain Claim Group, Owyhee County, Idaho(Thunder Mountain Gold, Inc.)

The Clover Mountain propertyProject consists of 40 unpatented mining claims totaling approximately 800 acres located 30 miles southwest of Grand View in Owyhee County, Idaho. Rock chip sampling within the area of the anomaly has identified quartz veining with gold values ranging from 3.6 ppm to 16.5 ppm. Additional

An extensive soil sampling program conducted on 200’x 200’ grid spacing has defined two northeast trending soil anomalies with gold values ranging from 0.020 ppm to 0.873 ppm Au. The gold anomalies are approximately 1,000’ in length and approximately 300’ in width. The gold anomalies are associated with northeast trending structures with accompanying quartz stockwork veining in an exposure of Cretaceous/Tertiary granite. A 2,500’ base metal soil anomaly is observed trending northwest proximal to rhyolite and rhyodacitic dikes which intrude the granitic stock.  Coarse visible gold was observed in some of the panning samples, and accounts for some of the variability in soil sample values taken from broad anomaly.  In addition, there is evidence of a historical small placer operation.operation and this was confirmed by panning surface samples that yielded visible coarse gold.

Kinross The Company believes that a trenching and drilling program are warranted along the recognized gold-bearing structure.  The Company has internally drafted a multi-phase exploration program to advance this property in 2011.

4.

Portland Claim Group, Mohave County, Arizona(Thunder Mountain Resources, Inc.)

No additional fieldwork was done during the reporting period on the 19 unpatented mining claims totaling approximately 380 acres at the Portland property. The Portland property is located approximately 30 miles northwest of Kingman, Arizona.

5.

Gold USA visitedHill Claim Group, La Paz County, Arizona(Thunder Mountain Resources, Inc.)

No additional field work was conducted during the Clover Mountainquarter on the 22 unpatented mining claims of the Gold Hill claim group in 2009,La Paz County, Arizona.

6.

West Tonopah Claim Group, Esmeralda County, Nevada(Thunder Mountain Gold, Inc.)

No additional work was completed during the quarter on the West Tonopah claim group located in Esmeralda County, Nevada. The West Tonopah claim group consists of eight unpatented claims located 1.5 miles southwest of Tonopah, Nevada.

7.

New Project Reconnaissance

The Company is planning on additional reconnaissance work during the 4^th quarter and subsequently expressed that they had no interestduring 2011.  A number of submittals have been received and will be field reviewed as time allows, plus grassroots work in pursuing any additional work.  Barrick Gold geologists from their Elko, Nevada office visited the claims in May 2010.  They are believed to be planning a return trip during August or September of 2010.favorable geologic setting is planned.

Results of Operations:

The Company had no revenues and no production for the three and sixnine months ended JuneSeptember 30, 2010 and 2009. Total expenses for the three and sixnine months ended JuneSeptember 30, 2010 increased significantly by $76,148$139,250 or 106% for the three months and $231,625,$370,875 or approximately 60% and 73%83%  respectively, to $201,313$270,766 and $546,694$817,460 compared with $125,165$131,516 and $315,069$446,585 for the three and sixnine months ended JuneSeptember 30, 2009 due to; increases in management2009. The increase is a result of the Company’s exploration activities on the South Mountain property. Exploration for the quarter and year increased by 641% and 407% to $120,081 and $232,867 as the Company completed its summer drilling program and completed 3.2 miles of access roads at the South Mountain property. Management and administrative expenses of $13,802increased by 15% and $27,576 due46% to increase administrative activity in preparation$96,277 and 426,460 for the 2010 exploration season; an increase of zeroquarter and $93,500 relatedyear to equity grants issued to Directors, Officers and consultants for their past and continued service to the Company and an increase in $29,178 and $43,740  for legal and accounting expenses related the Company’s efforts to obtain financing and to secure a listing on the TSX-V. Exploration expense increased by $35,364 and $71,713date as a result of increased exploration activity during the reinstating of salaries for executive officers. After a more than a year of significant salary reductions, the Board reinstated the CFO Eric Jones at 100% of his based salary in the 4^th quarter of 2009 and CEO James E. Collord at 100% of his base salary in the third quarter of 2010, exploration seaso n as comparedrespectively.  The Company also experienced an increase in Legal and accounting fees of 102% to $51,273 for the quarter end and 88% to $148,838 year to date primarily due to the same period in 2009. As a result ofCompany’s financing activities related to the net increase in expensesTSX-V listing and other capital raising efforts.

Total other income for the three and six monthsnine periods ended JuneSeptember 30, 2010 the Company reportedswung to a net lossgain of $228,306approximately $80 thousand and 574,772, or $0.01 and $0.03 on an earnings per share basis,$52 thousand, respectively, compared to a net loss of $125,202approximately $2 thousand over the same period as last year. The increase in other income is primarily due to the gain recognized on the decrease in the fair value of the warrant liability recorded on the balance sheet of approximately $355 thousand. The gain on the warrant liability was offset by a loss recognized on the issuance of common stock and $255,230, or $0.01 and $0.02 onwarrants as part of the TSX-V listing. The Company also experienced an earning s per share basisincrease in 2009. Net loss per share was based on weighted average number of shares of 19,992,810 and 19,387,889 forinterest expense due to increased borrowing from a related party during the three and six months ended June 30, 2010 compared to 14,845,230 and 14,799,863 for the three and six months ended June 30, 2009.year.

For the quarter end JuneOn September 30, 2010, the Company had total current liabilities of $122,611$150,058 consisting of $37,380$62,675 in trade accounts payable $14,318and $22,103 in related party accounts payable $522 in related-party interest payable, $21,000 in deferred salary to a corporate officer and $49,391 in a notealong with notes payable to a Director and Officerrelated party of $65,280, net of $11,666 discount for the Company.beneficial conversion embedded in the bridge loan. Current liabilities decreased by $47,485,$20,545, or 28%12% compared to June 30,year end December 31, 2009 primarily due to the reduction in stock subscription payabledeferred compensation and a decrease in accountsnotes payable, which was partially offset by an increase in accounts payable as a result of cost incurred related to the summer drilling program and notes payable to related parties.construction of access roads.

Long term liabilities increased significantly during the quarter as a result of the stock purchase warrants issued in private placements completed during the year. The Company has accounted for the warrants as a derivative instruments which hashave been valued using a Black Scholes fair value model. The Company has allocated $53,125recognized a long-term liability of $1,504,768 related to the proceeds fromwarrants at the private placement to a long term warrant liabilitydate of issuance and has recognized $12,500 lossa gain of $342,766 gain on the warrant at JuneSeptember 30, 2010, as a result of an increasea decrease in fair value of the warrants between the placementdate of issuance and the end of the quarter ..quarter.

For the sixnine months period ended JuneSeptember 30, 2010 net cash used for operating activities was $393,503,$640,441, consisting of our year to date net operating loss less non non-cash expenses for depreciation, stock compensation awards to officers and directors, and amortization of the beneficial conversion feature embedded in the related party note payable.payable, changes in the fair value of the warrant liability and the loss recognized on the

TSX-V private placement.  This compares with $267,274$328,599 used by operating activities for the sixnine months ended JuneSeptember 30, 2009. Cash used by investing activities was $3,380 and 22,010$10,900 for the six month periodsnine months ended JuneSeptember 30, 2010 and 2009 forrelated to the purchase and maintenance of the Company’s mining claims. Cash provided by financing activities for the sixnine month periods ended JuneSeptember 30, 2010 and 2009 were $221,925$1,240,383 and $121,550$166,425 respectively. The increase in cash provided by financing activities was mainly due to the $250,000$1,245,737 raise through private placements completed during the private placement during

the quarter,year, along with net cash borrowings from related parties of $21,924$44,646 less $50,000 in payments on notes payable.payable to third parties.  

Liquidity and Capital Resources:

We are an exploration stage company and have incurred losses since our inception.  The Notes to our financial statements for the year ended December 31, 2009, together with the opinion of our independent auditors included “going concern” explanatory paragraphs.  Subsequent to the filing of our Form 10-K on March 31, 2010, we have been successful in addressing those concerns. As a result, we have removed the explanatory paragraphs from the Notes to the Financial Statements for the quarter ended JuneSeptember 30, 2010.

Management actions in addressing the “going concern”:

WhileManagement believes that the Company does not currently havehas cash sufficient to support an exploration program as outlined in the 2010 business plan adopted by the Thunder Mountain Board, we believe that the survivability of Thunder Mountain Gold can be assured byManagements Discussion & Analysis above based on the following:

·

WeThe Company currently havehas approximately $90,000$855,000 of cash in our bank accounts.accounts, which should be sufficient to fund planned exploration activities and administrative expenses for the next twelve months.

·

On September 24, 2010, the Company closed a private placement offering for 6,130,271, with each unit consisting of one common share and one common share purchase warrant, for net proceeds $995 thousand.  The warrants contain a ratchet provision where by the strike price increases each year over the term of the warrant.

·

On May 10, 2010, the Company closed a private offering of 1.25 million units at a rate of $0.20 per unit, for total proceeds of $250,000. Each unit consisted of one share of common stock and one Series A warrant, which entitles the holder to purchase one share of common stock and one-half Series B warrant (a “unit”) at price of $0.20 withper unit. Each whole Series B warrant would be exercisable into one share of common stock at an exercise price of $0.75 per share and have a term of 18 months from the date of initial registration. The Company has the option to call the Series A warrants in the event that the Company’s common shares trade at or above $0.25 per share for five consecutive trading days. The Series B warrants are also callable by the Company in the event that the Company’s common equity trades at or above $0.94 for five consecutive trading days. No Placement Agent was used, and no commissions were paid.

·

Subsequent to the quarter end, onOn July 13, 2010, the Company initiated a private placement offering of 6 million Units at an offering price of $0.20 CDN per Unit. Each Unit is comprised of one share of common stock and a warrant to purchase one share of the Company’s common stock. The warrants are for a term of two years with an exercise price of $0.20 CDN for the first twelve months and $0.35 CDN thereafter. The warrants are callable at the Company’s option in the event the Company’s common shares trade at a weighted average price of $0.50 CDN for a period of 20 consecutive trading days. A finder’s fee equal to 10% of the amounts raised plus warrants equal to 10% of the underlying units sold in the private placement is payable. Subscriptions for the full amount of the placement have been received for approximately $1,350,000 CDN, or approximately $1,305,000 USD.  Payment into escrow is expected to occur on or a boutabout September 1, 2010.  Due to additional interest by other investors, the placement is believed to be over-subscribed and the offering is being extended to allow placement of additional Units as approved by the Company’s board.

·

Our non-exploration monthly burn rate is currently approximately $25,000,$30,000, therefore we believe we have cash sufficient to support company operations for the next 12 months.

·

Management and the Board have not undertaken plans or commitments that exceed the cash available to the Company.  We do not include in this consideration any additional investment funds mentioned above.

·

Management will manage expenses of all types so as to not exceed the on-hand cash resources of the Company at any point in time, now or in the future.

Management is committed to proper management and spending restraint such that the Company is believed to be able to weather current disruptions in investment markets and continue to attract investment dollars in coming months and years.  

The Company’s future liquidity and capital requirements will depend on many factors, including timing, cost and progress of its exploration efforts, evaluation of, and decisions with respect to, its strategic alternatives, and costs associated with the regulatory approvals. Additional financing may be required to meet our exploration and corporate expenses incurred during the next 12 months.

The Company owns outright the South Mountain Mine property in Owyhee County, Idaho that consists of 17 patented mining claims totaling approximately 326 acres, for which Management has recorded the property in the Company’s financial statements for $357,497.

The Company owns outright three 4-wheel drive vehicles that are used for exploration and project work, as well as miscellaneous field equipment and office furniture. It also leases office space in Garden City, Idaho.

Item 3:

3.  Quantitative and Qualitative Disclosures about Market Risk

There is no established market for trading the Common Stock of the Company. The market for the Company’s common stock is limited, and as such shareholders may have difficulty reselling their shares when desired or at attractive market prices. The Common Stock is not regularly quoted in the automated quotation system of any registered securities system or association. The Common Stock of the Company is traded on the “Over-The-Counter” market maintained by the Financial Regulatory Authority (“FINRA”) and is listed on the OTC electronic bulletin board under the symbol of "THMG". The Company’s common stock has continued to trade in low volumes and at low prices. Some investors view low-priced stocks as unduly speculative and therefore not appropriate candidates for investment. Many institutional investors have internal policies prohibiting the purchase or maintenance of positions in low-priced stocks.

Item 4:

4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this report, an evaluation was carried out under the supervision of, and with the participation of, the Company’s Management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) of the Securities and Exchange Act of 1934, as amended). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were adequately designed and effective in ensuring that information required to be disclosed by the Company in its reports that it files or submits to the SEC under the Exchange Act, is recorded, processed, summarized and reported within the time period specified in applicable rules anda nd forms.

Our Chief Executive Officer and Chief Financial Officer have also determined that the disclosure controls and procedures are effective to ensure that material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our Management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow for accurate required disclosure to be made on a timely basis.

Changes in Internal Controls over Financial Reporting

During the quarter covered by this report, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors.

Not required for smaller reporting companies.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

On September 24, 2010 the Company completed a private placement offering for the sale of 6,130,271 Units for proceeds of $995,737, net of $188,349 in deferred financing costs recognized with the placement. The subscription agreements were denominated in Canadian dollars (Cdn$) at a prices of Cdn $0.20 per Unit. Each Unit was comprised of one share of the Company’s common stock (a “Common Share”) and one share purchase warrant (a “Warrant”).  Each Warrant entitles the holder to purchase one additional share of Company’s common stock for a three year period at staggered prices as follows: CDN$0.20 per share at any time until one year from the Closing Date; CDN$0.25 per share from one year until two years from the Closing Date; and CDN$0.30 per share from two years until three years from the Closing Date. If the Company’s common stock trades at a closing price greater than CDN$0.50 per share for 20 cons ecutive trading days after six months from the Closing Date, the Company can accelerate the expiration of the Warrants by giving notice to the holders and in such case the Warrants will expire on the 30th day after the Company provides notice to the holders of the Warrants. In conjunction with this placement the Board also granted 78,000 units in full satisfaction of $21,000 deferred compensation due to the Company’s CFO, Eric T. Jones.

On May 10, 2010, the Company issued 1.25 million Units at $0.20 per Unit in a private placement for net proceeds of $250,000. Each Unit consists of one share of common stock and one Series A common stock purchase warrant. Each Series A warrant is exercisable at $0.20 for one share of common stock and one-half Series B common stock purchase warrant. Each whole Series B warrant would be exercisable into one share of common stock at an exercise price of $0.75 per share. The warrants are callable by the Company in the event that the Company’s stock trades above $0.25 in the case of the Series A warrants and above $0.94 for the Series B warrants.     

On April 8, 2010, the Company issued a total of 550,000 shares of common stock at $0.17 per share to the Company’s officers, directors and three consultants. Of the total, officers and directors received 450,000 shares. The shares were valued using the market price of the stock on the date of grant, March 30, 2010. A stock

payable and an associated compensation expense of $93,500 were reflected in the Company’s consolidated financial statements at March 31, 2010.

As consideration for a sponsorship agreement, Haywood Securities, Inc, a Canadian broker dealer, was issued 200,000 shares of stock on January 6, 2010, that were valued at $0.22 per share, the market price on the issue date for a total cost of $44,000. This amount was expensed in Management and Administrative costs for Haywood Securities’ sponsorship of the Company on the TSX-V Exchange.

The offering and the shares issued for services and option grants are believed exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(2) the Securities Act of 1933, as amended. The securities offered, and sold and issued in connection with the private placements have not been registered under the Securities Act of 1933, as amended, or any state or Canadian securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration requirements.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

(Removed  (Removed and Reserved).

Item 5.

Other Information

None.

Item 6.

Exhibits

(a)

Documents which are filed as a part of this report:

Exhibits:

31.1 – Certification Required by Rule 13a-14(a) or Rule 15d-14(a). Collord

31.2 – Certification Required by Rule 13a-14(a) or Rule 15d-14(a). Jones

32.1-**32.1 – Certification required by Rule 13a-14(a) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. Collord

32.2-**32.2 – Certification required by Rule 13a-14(a) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. Jones

SIGNATURES

Pursuant to the requirements of Section 13 or 15(b) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.

THUNDER MOUNTAIN GOLD, INC.

By/s/ E. James Collord                                                              Collord________________

E. James Collord

President and Chief Executive Officer

Date: August 16,November 18, 2010

Pursuant to the requirements of the Securities Act of 1934 this report signed below by the following person on behalf of the Registrant and in the capacities on the date indicated.

By/s/ Eric T. Jones___________________

Eric T. Jones

Secretary/Treasurer and Chief Financial Accounting Officer

Date: August 16,November 18, 2010

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