United States Securities and Exchange Commission

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(check one)

---  Form 10-K

---  Form 20-F

---  Form 11-K

-X-  Form 10-Q

---  Form N-SAR

For Period Ended:  March 31, 2010

---  Transition Report on Form 10-K

---  Transition Report on Form 20-F

---  Transition Report on Form 11-K

---  Transition Report on Form 10-Q

---  Transition Report on Form N-SAR

For the Transition Period Ended: -------------------------------------

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

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PART 1 – REGISTRANT INFORMATION

Full Name of Registrant:                  Thunder Mountain Gold, Inc.

Address of Principal Executive Office:    1239 Parkview Drive

City, State and Zip Code:                 Elko, Nevada 89801

PART II – RULES 12B-25(b) AND (c)

           (a)  The reasons described in reasonable detail in Part III of this form

                could not be eliminated without unreasonable effort or expense;

-X-        (b)  The subject annual report, semi-annual report, transition

                report, on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion

                thereof will be filed on or before the fifteenth calendar

                day following the prescribed due date; or the subject

                quarterly report on Form 10-Q, or portion there of will be

                filed on or before the fifth calendar day following the

                prescribed due day; and

           (c)  The accountant’s statement or other exhibit required by

                Rule 12b-25(c) has been attached if applicable.

---

PART III – NARRATIVE

(State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, N-SAR, or the

transition report or portion thereof, could not be filed within the prescribed

time period.)

The Company is unable to file its Quarterly Report on Form 10-Q for the quarter

ended March 31, 2010 within the prescribed period due to events subsequent to the

end of said quarter that require evaluation. These events include the recent

closure of a Private Placement and issuance of Warrant as discussed on Form 8K

filed with the Securities Exchange Commission on May 12, 2010.  

Such issues prevent the Company from filing the Quarterly Report without

unreasonable effort or expense. The Company fully expects to be able to file

within the additional time allowed by this report.

PART IV – OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this

     notification.

      James Collord               775                  738-9826

     ------------------      ------------        ---------------------

     (Name)                  (Area Code)         (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of

     the Securities Exchange Act of 1934 or Section 30 of the Investment

     Company Act of 1940 during the preceding 12 months (or for such

     shorter period that the registrant was required to file such reports)

     been filed?  If the answer is no, identify report(s).

                                                           -X- Yes  --- No

     

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(3)  Is it anticipated that any significant change in results of

operations from the corresponding period for the last fiscal year will be

reflected by the earnings statements to be included in the subject report

or portion thereof?

                                                           --- Yes  -X- No

If so, attach an explanation of the anticipated change, both narratively

and quantitatively, and, if appropriate, state the reasons why a

reasonable estimate of the results cannot be made.

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                                 SIGNATURE

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Thunder Mountain Gold Inc.

(Registrant)

has caused this notification to be signed on its behalf by the undersigned

hereunto duly authorized.

By: /s/   James Collord                     Date:  5-15-2010

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Title: President