================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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) July 18,2006

                          TORNADO GOLD INTERNATIONAL CORP.
--------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)


           Nevada                      000-50146                 94-3409645
(State or other jurisdiction          (Commission               (IRS Employer
      of incorporation)               File Number)           Identification No.)

                       3841 Amador Way, Reno, Nevada 89502
--------------------------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)

         Registrant's telephone number, including area code: (775) 827-2324





--------------------------------------------------------------------------------
            (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))


                                      -1-
<PAGE>



Item 1.01  Entry into a Material Definitive Agreement.
Item 3.02  Unregistered Sales of Equity Securities.

      Tornado Gold International Corp., a Nevada corporation (the "Company"),
today announced that it sold an aggregate of approximately 6.15 million units of
its securities to a limited number of accredited investors or non-U.S. persons
in a private placement. The closing occurred on July 18, 2006, subject to
receipt of funds from certain of the investors. Each unit consists of one share
of common stock and one warrant ("Warrant") to purchase one share of common
stock. The purchase price was $0.30 per unit, for an aggregate amount of
approximately $1.84 million. The Warrants have an exercise period of three years
and an exercise price of $.60 per share. Pursuant to the terms of the
Registration Rights Agreement entered into by the Company and the investors, the
Company agreed to file a registration statement with the SEC to cover the resale
of the shares of common stock and the shares underlying the Warrants within 120
days after the closing and to use commercially reasonable efforts to cause the
registration statement to be declared effective by the Sec within 180 days after
the closing. If the registration statement is not so filed within the 120-day
period or if it has not been declared effective within the 180-day period, the
Company will pay to each investor an amount equal to one percent of the
aggregate amount invested by the investor for each 30-day period following the
expiration of either such period until the registration statement has been filed
or declared effective, respectively. The Company sold to one of the investors
units consisting of five million special warrants and an equivalent number of
Warrants. Each special warrant converts into one share of common stock not later
than 10 years from the closing without the tender of any additional
consideration. The special warrants have no voting rights. The Company also
agreed to pay eight percent of the proceeds received in the Private Placement as
finders' fees.

      The securities sold by the Company in the Private Placement were exempt
from registration under the Securities Act of 1933, as amended, pursuant to
Regulation S or Regulation D promulgated thereunder.

      A copy of each of the forms of Subscription Agreement, Common Stock
Purchase Warrant, the Registration Rights Agreement, and Special Warrant are
attached as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, and are
incorporated herein by reference. The press release attached as Exhibit 99.1 is
incorporated herein by reference.


Item 9.01  Financial Statements and Exhibits.


      (d)  Exhibits

      Exhibit   Description of Exhibit


      10.1      Form of Subscription Agreement.

      10.2      Form of Common Stock Purchase Warrant.

      10.3      Registration Rights Agreement.

      10.4      Form of Special Warrant.

      99.1      Press Release dated July 21, 2006.



                                      -2-
<PAGE>




                                    SIGNATURE

      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.


Date:  July 21, 2006              TORNADO GOLD INTERNATIONAL CORP.


                                  By:  /s/ EARL W. ABBOTT
                                       --------------------------------------
                                       Earl W. Abbott
                                       President and Chief Executive Officer



                                      -3-
<PAGE>



                                  Exhibit Index

Exhibit   Description of Exhibit


10.1      Form of Subscription Agreement.

10.2      Form of Common Stock Purchase Warrant.

10.3      Registration Rights Agreement.

10.4      Form of Special Warrant.

99.1      Press Release dated July 20, 2006.


                                      -4-
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================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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) July 18,2006

                          TORNADO GOLD INTERNATIONAL CORP.
--------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)

           Nevada                      000-50146                 94-3409645
(State or other jurisdiction          (Commission               (IRS Employer
      of incorporation)               File Number)           Identification No.)

                       3841 Amador Way, Reno, Nevada 89502
--------------------------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)

         Registrant's telephone number, including area code: (775) 827-2324

--------------------------------------------------------------------------------
            (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))

                                      -1-
Item 1.01  Entry into a Material Definitive Agreement.
Item 3.02  Unregistered Sales of Equity Securities.

      Tornado Gold International Corp., a Nevada corporation (the "Company"),
today announced that it sold an aggregate of approximately 6.15 million units of
its securities to a limited number of accredited investors or non-U.S. persons
in a private placement. The closing occurred on July 18, 2006, subject to
receipt of funds from certain of the investors. Each unit consists of one share
of common stock and one warrant ("Warrant") to purchase one share of common
stock. The purchase price was $0.30 per unit, for an aggregate amount of
approximately $1.84 million. The Warrants have an exercise period of three years
and an exercise price of $.60 per share. Pursuant to the terms of the
Registration Rights Agreement entered into by the Company and the investors, the
Company agreed to file a registration statement with the SEC to cover the resale
of the shares of common stock and the shares underlying the Warrants within 120
days after the closing and to use commercially reasonable efforts to cause the
registration statement to be declared effective by the Sec within 180 days after
the closing. If the registration statement is not so filed within the 120-day
period or if it has not been declared effective within the 180-day period, the
Company will pay to each investor an amount equal to one percent of the
aggregate amount invested by the investor for each 30-day period following the
expiration of either such period until the registration statement has been filed
or declared effective, respectively. The Company sold to one of the investors
units consisting of five million special warrants and an equivalent number of
Warrants. Each special warrant converts into one share of common stock not later
than 10 years from the closing without the tender of any additional
consideration. The special warrants have no voting rights. The Company also
agreed to pay eight percent of the proceeds received in the Private Placement as
finders' fees.

      The securities sold by the Company in the Private Placement were exempt
from registration under the Securities Act of 1933, as amended, pursuant to
Regulation S or Regulation D promulgated thereunder.

      A copy of each of the forms of Subscription Agreement, Common Stock
Purchase Warrant, the Registration Rights Agreement, and Special Warrant are
attached as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, and are
incorporated herein by reference. The press release attached as Exhibit 99.1 is
incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

      (d)  Exhibits

      Exhibit   Description of Exhibit

      10.1      Form of Subscription Agreement.

      10.2      Form of Common Stock Purchase Warrant.

      10.3      Registration Rights Agreement.

      10.4      Form of Special Warrant.

      99.1      Press Release dated July 21, 2006.

                                      -2-
SIGNATURE

      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.

Date:  July 21, 2006              TORNADO GOLD INTERNATIONAL CORP.

                                  By:  /s/ EARL W. ABBOTT
                                       --------------------------------------
                                       Earl W. Abbott
                                       President and Chief Executive Officer

                                      -3-
Exhibit Index

Exhibit   Description of Exhibit

10.1      Form of Subscription Agreement.

10.2      Form of Common Stock Purchase Warrant.

10.3      Registration Rights Agreement.

10.4      Form of Special Warrant.

99.1      Press Release dated July 20, 2006.

                                      -4-