UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported)
August 1,
2008
TORNADO GOLD INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-50146
(Commission File Number)
94-3409645
(IRS
Employer Identification No.)
8600 Technology Way, Suite 118, Reno, NV 89521
(Address of principal executive offices and Zip Code)
(775) 852-3770
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following
provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item 3.02
|
Unregistered Sales of Equity Securities
|
On
August 1, 2008, we closed a private placement of 1,310,000 common shares (the
“Shares”) at a price of US $0.05 per Share for aggregate proceeds of
$65,500.
We
issued the Shares to 22 U.S. persons pursuant to the exemption from registration
provided for under Rule 506 of Regulation D, promulgated under the United States
Securities Act of 1933, as amended.
We
will use the proceeds of the transaction for working capital.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
TORNADO
GOLD INTERNATIONAL CORPORATION
By: /s/
George Drazenovic
George
Drazenovic
Chief
Financial Officer and Director
August
8, 2008
