VetaNova Inc. - Annual Report: 2009 (Form 10-K)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark one)

Q Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934                

For the Fiscal Year April 30, 2009,

or

£ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number: 000-50427

YUKON GOLD CORPORATION, INC.
(Exact name of registrant as specified in its charter)

139 Grand River St. N., PO Box 510
Paris, Ontario N3L 3T6 Canada
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 210-355-3233

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.0001 per share

Check if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer or a smaller reporter.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

Issuer's revenues for its most recent fiscal year: $0.

The aggregate market value of the Common Stock held by non-affiliates of the issuer, as of April 30, 2009 was approximately $1,214,686 for the issuer’s Common Stock reported for such date on the OTC Bulletin Board. For purposes of this disclosure, shares of Common Stock held by persons who the issuer believes beneficially own more than 5% of the outstanding shares of Common Stock and shares held by officers and directors of the issuer have been excluded because such persons may be deemed to be affiliates of the issuer. This determination is not necessarily conclusive.

As of April 30, 2009, 40,489,535 shares of the issuer’s Common Stock were outstanding.

Transitional Small Business Disclosure Yes o No x

TABLE OF CONTENTS

PART I

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which include, without limitation, statements about our explorations, development, efforts to raise capital, expected financial performance and other aspects of our business identified in this Annual Report, as well as other reports that we file from time to time with the Securities and Exchange Commission. Any statements about our business, financial results, financial condition and operations contained in this Annual Report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “expects,” “intends,” “projects,” or similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the risk factors described below and elsewhere in this report. We undertake no obligation to update publicly any forward-looking statements for any reason, except as required by law, even as new information becomes available or other events occur in the future.

Item 1. Description of Business.

In this report, the terms “Yukon Gold”, “Company,” “we,” “us” and “our” refer to Yukon Gold Corporation, Inc. The term “common stock” refers to the Company’s common stock, par value $0.0001 per share.

Yukon Gold is an exploration stage mining company. Our objective is to explore and, if warranted and feasible, to develop mineralized material on the mineral claims located in the Mayo Mining District of Yukon, Canada. We hold these claims through our wholly owned subsidiary, Yukon Gold Corp., an Ontario, Canada Corporation (“YGC”). All of our exploration activities are undertaken through YGC. Our mineral claims are referred to herein collectively as the “Marg Property.” We cannot ascertain at this time whether a commercially viable mineral resource exists on the Marg Property.

Subsequent to the period covered by this annual report, on May 21, 2009, the Company sold all of its rights to the Mount Hinton Property, as further described in Note 19 in the Consolidated Financial Statements for the year ended April 30, 2009 included in this report.

RISK FACTORS

Yukon Gold does not have sufficient working capital to maintain its ongoing operations, to prepare and file regular reports required to meet the disclosure requirements of the Securities and Exchange Commission or the Ontario Securities Commission or to meet the requirements of the exchanges on which our stock trades. We run the risk of being de-listed on all exchanges in which our stock currently trades.

On August 26, 2009, the Toronto Stock Exchange ("TSX"), announced that it would de-list the Company’s common shares, effective at the close of the market on September 25, 2009. The decision was based upon the Company’s failure to meet multiple listing requirements of TSX. The Company is appealing this decision

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Yukon Gold must immediately secure additional financing to remain viable. Management of Yukon Gold believes that we must identify and purchase new mineral properties in order to obtain such financing.

Yukon Gold has rights in certain mineral claims located in Yukon, Canada. To date we have done limited exploration of the property covered by our mineral claims. We do not have a mine or a mining business of any kind. There is no assurance that we will develop an operating business in the future.

Currently, we have no source of revenue, we do not have working capital to complete our exploration programs (including feasibility studies) and we do not have any commitments to obtain additional financing. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

• our ability to raise the capital necessary to conduct this exploration and preserve our interest in these mineral claims;
• our ability to raise capital to develop the Marg Property, establish a mining operation, and operate this mine in a profitable manner; and.
• our ability to raise capital to purchase additional properties that may make our business more attractive to investors in exploration stage mining companies.

Failure to raise the necessary capital to continue exploration and development could cause us to go out of business.

The Company has included a “going concern” qualification in the Consolidated Financial Statements to the effect that we are an exploration stage company and have no established sources of revenue. In the event that we are unable to raise additional capital and/or locate mineral resources, as to which in each case there can be no assurance, we may not be able to continue our operations. In addition, the existence of the “going concern” qualification in our auditor’s report may make it more difficult for us to obtain additional financing. If we are unable to obtain additional financing, you may lose all or part of your investment.

Our common stock is considered a "penny stock" and the sale of our stock by you will be subject to the "penny stock rules" of the Securities and Exchange Commission. The penny stock rules require broker-dealers to take steps before making any penny stock trades in customer accounts. As a result, our shares could be illiquid and there could be delays in the trading of our stock which would negatively affect your ability to sell your shares and could negatively affect the trading price of your shares.

The Company conducts the majority of its business activities in Canadian dollars. Consequently, the Company is subject to gains or losses due to fluctuations in Canadian currency relative to the US dollar.

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Item 2. Description of Property

The Marg Property

The Marg Property consists of 402 contiguous mineral claims covering approximately 20,000 acres. Access to the claim group is possible either by helicopter, based in Mayo, Yukon Territory, Canada, located approximately 80 km to the southwest or by small aircraft to a small airstrip located near the Marg deposit. A 50 kilometer winter road from Keno City to the property boundary was completed in 1997. The camp site on the property provides accommodation for up to 12 people. Presently the hydroelectric power grid terminates at Keno City some 50km to the southwest and water is available from the Keno Ladue River, which flows through the property.

The rock formations of the Marg property and the immediate area are divided into four major units which are repeated by southeast dipping thrust faults. The two major faults are the Tombstone Thrust and the Robert Service Thrust. One thrust panel contains the Marg Zone mineralization. Within the thrust panel he rocks within the thrust sheets appear to be tabular. The thrust panel containing the Marg Zone is composed of repeated sequences of quartzite, quartz-sericite phyllite and black graphite phyllite. The quartz-sericite phyllite is probably metamorphosed equivalents of volcanic rocks and metasedimentary rocks. The graphite phyllite is the metamorphosed equivalent of a black shale.

Our claims, held in the name of our wholly owned subsidiary “Yukon Gold Corp,” are registered in the Mining Recorders Office in the Mayo Mining District of the Yukon Territory and give us the right to explore and mine minerals from the property covered by the claims. These claims are tabulated below:

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Marg Property Claims
held by
Yukon Gold Corp.

Marg Acquisition Agreement

The following is a description of the Company’s acquisition of the Marg property. During the period covered by this report, the Company completed its acquisition of the Marg property and currently owns it outright.

In March of 2005, our wholly owned Canadian subsidiary, YGC, acquired from Medallion Capital Corp. (“Medallion”) all of Medallion's rights to purchase and develop the Marg Property which consists of 402 contiguous mineral claims covering approximately 20,000 acres located in the central area of Yukon, Canada. The price paid by the Company was Medallion's cost to acquire the interest. Medallion is owned and controlled by a former director of the Company, Stafford Kelley. The rights acquired by YGC arise under a Property Purchase Agreement between Medallion and Atna Resources Ltd. (“Atna”), hereinafter referred to as the “Marg Acquisition Agreement.” Under the terms of the Marg Acquisition Agreement the Company paid $119,189 (CDN$150,000) cash and 133,333 common shares as a down payment. The Company made payments under the Marg Acquisition Agreement of $43,406 (CDN$50,000) cash and an additional 133,333 common shares of the Company on December 12, 2005; $86,805 (CDN$100,000) cash and an additional 133,334 common shares of the Company on December 12, 2006 and $98,697 (CDN$100,000) in cash on December 12, 2007. The Company agreed to make subsequent payments under the Agreement of: $167,645 (CDN$200,000) in cash and/or common shares of the Company (or some combination thereof to be determined) on or before December 12, 2008. On December 4, 2008 the Company and Atna Resources Ltd. (“Atna”) entered into a letter agreement (the “Amendment Agreement”) amending the purchase agreement by which the Company acquired its Marg Property (the “Marg Acquisition Agreement”). Under the terms of the Marg Acquisition Agreement the Company was required to pay to Atna $167,645 (CDN$200,000) (in cash or shares of the Company’s common stock) on December 12, 2008. In lieu of making such payment, the Amendment Agreement permitted the Company to pay Atna $19,980 (CDN$25,000) in cash on December 12, 2008 (paid) and $188,600 (CDN$225,000) (payable in cash or shares of the Company’s common stock) on April 30, 2009. On April 30, 2009, the Company issued to Atna 6,838,906 common shares which represent $188,600 (CDN$225,000), whereby the common shares were valued at $0.0276 (CDN $0.0329) each. Upon the commencement of commercial production at the Marg Property, the Company will pay to Atna $838,223 (CDN$1,000,000) in cash and/or common shares of the Company, or some combination thereof to be determined.

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Our expenditures for exploration on the Marg Property are as follows: On May 16, 2006 the Company accepted a proposed work program, budget and cash call schedule for the Marg Property totaling $1,674,866 (CDN$1,872,500) for the 2006 Work Program. On May 15, 2006 the Company paid $199,016 (CDN$222,500) to the contractor, on June 1, 2006 the Company paid $536,673 (CDN$600,000) to the contractor, and on July 20, 2006 the Company paid $357,782 (CDN$400,000) to the contractor. The fourth payment of $357,782 (CDN$400,000) was paid on August 20, 2006 and the fifth payment of $223,613 (CDN$250,000) paid on September 20, 2006. On April 2, 2007 the Company accepted a proposed work program, budget and cash call schedule for the Marg project totaling $2,100,528 (CDN$2,281,880) for the 2007 Work Program. The Company had approximately $515,561(CDN$550,000) on deposit left over from the 2006 cash call schedule. On May 15, 2007 the Company paid $703,037 (CDN$750,000), on June 15, 2007 the Company paid $703,037 (CDN$750,000), and on July 15, 2007 the Company paid $703,037 (CDN$750,000) being three of the four cash call payments. The fourth and final payment of $402,244 (CDN$380,000) was paid on August 15, 2007. On August 31, 2007 the Company re-allocated $537,864 (CDN$508,120), being the balance of the third cash call payment for the Mount Hinton 2007 Work Program from cash call funds previously allocated to the Marg Project. These re-allocated funds were not needed for the Marg Project. As of January 23, 2008, unused funds of $388,524 (CDN$390,000) were refunded by our work program manager to the Company.

Exploration at Marg Property

The Marg property has had an extensive exploration history with numerous owners and work programs. The area was first staked in 1965 to follow-up anomalous results in a government stream sediment survey. The initial exploration was directed towards finding silver bearing veins but when none were discovered the claims were allowed to lapse. In 1982 the ground was re-staked by a consortium looking for “SEDEX” style lead-zinc mineralization and this resulted in the discovery of the Marg mineralization. In the following years, exploration consisted of geochemical and geophysical surveying, geological mapping, hand trenching and diamond drilling which progressively expanded the limits of the known mineralization. This work was done by various companies who entered into agreements to explore the ground or relinquish their interests. To date a total of 34,203 meters of diamond drilling has been performed on the Marg property.

Yukon Gold started its exploration efforts in 2005 when 1,184.6 meters were drilled in four holes. Exploration continued in 2006 and 2007 when nine holes totaling 2,986 meters and 3,307 were drilled respectively. The programs were managed by Archer Cathro & Associates (1981) and were designed to test the “down-dip” extent of the mineralization. During 2008 the company completed 3,674 metres of drilling in ten holes.

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Three estimates on the Marg mineralization that are compliant with Canadian National Instrument No. 43-101 (“NI 43-101”) have been prepared. The first completed by P. Holbek (2005) used the polygonal method the in the second by G. Giroux and R. Carne (2007) used a block model method and the third by Scott Wilson RPA (2008) used a block model method. The Giroux and Carne estimate was based on copper equivalent cutoffs while the Holbek and Scott Wilson RPA estimates were based on NSR values as indicated. The Scott Wilson RPA estimate incorporated all drilling to the end of 2007 The mineralization is contained in four zones with strike lengths from 650 metres to 1,200 metres. Results of these two estimates are tabulated below:

The latest estimate, prepared by Scott Wilson RPA in July of 2008 was based on the following parameters:

1. The classification of mineral resources follows CIM Definition Standards for Indicated Resources.
2. Mineral resources have been estimated by kriging into blocks constrained by wireframed mineral lenses.
3. NSR values are based on assumed metallurgical recoveries of 60% for Cu, 80% for Zn, and 60% for Pb; and on metal prices of US$2.50 for Cu, US$0.90 for Zn, US$0.70 for Pb, US$13.50 for Ag and US$800 for Au; and foreign exchange of C$1.00=US$ 0.90.

We note that the terms “indicated resources” and “resources” (used above) refer to a standard that is recognized in Canada but is not accepted by the United States Securities and Exchange Commission (the “SEC”) for disclosure purposes. Generally, an “indicated” or “inferred” estimate does not rise to the level of certainty required by SEC guidelines. A “resource” should not be confused with a “reserve,” which has been established using stricter guidelines and may carry an estimate of dollar value.

All previous operators employed Chemex Labs in Vancouver for their analytical work. In Yukon Gold’s 2006 to 2007 programs, all core sampling, collection of geotechnical data and core logging was done on site. Mineralized intervals were split and one-half was sent to ALS Chemex Labs, North Vancouver, B.C. Blank samples consisting of barren limestone were routinely inserted into the sample stream. Duplicate samples collected by quartering core were inserted into the sample stream. Prepared pulps and coarse rejects were sent as check samples to Acme Analytical Laboratories Ltd. in Vancouver. Reanalysis for results greater than 1% copper, lead or zinc were routinely carried out. The drill core is stored on the property at the camp location. The 2008 program also used the ALS Chemex Laboratories. Standard basemetal samples and blank samples were included with all shipments to the laboratory and duplicate, quarter-core samples were forwarded to G&T Metallurgical Services Ltd, from all mineralized intervals in order to provide check assays

At the laboratory, core samples were weighed, dried and crushed to 70% minus 2 mm, before a 250 g split was taken and pulverized to better than 85% minus 75 microns. A 10 gram split of the pulverized fraction was dissolved in aqua regia and analyzed for 50 elements by a combination of ICPMS and ICPAES techniques. Over limit copper, lead, zinc and silver values were determined using atomic absorption spectroscopy (AAS). A 30 gram split was analyzed for gold with a fire assay preparation and AAS finish. ALS Chemex operates according to the guidelines set out in ISO/IEC Guide 25 "General requirements for the competence of calibration and testing laboratories" and the company is certified to ISO 9002 by KPMG in Canada and other countries. Duplicate analyses were performed by Acme Analytical Laboratories in Vancouver using a process similar to Chemex for drilling between 2005 and 2008 and by G&T Metallurgical Services Ltd for the 2008 drilling.

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Though the property is without known mineral reserves, Yukon Gold believes that exploration potential within the Marg Property is good. Presently the hydroelectric power grid terminates at Keno City some 50km to the southwest and water is available from the Keno Ladue River which flows through the property.

During the summer of 2008, we undertook an exploration program at the Marg Property to extend the currently known mineralization, verify continuity of mineralization and provide samples for initial metallurgical test work. The drilling results of the nine holes drilled at the Marg Property in the summer of 2008 are generally consistent with the previous results from prior drilling programs reflected in the Company’s mineral report. We continue to hit mineralized material to the west of known resources.

In November 2008, Yukon Gold announced the results of the 2008 diamond drill program The results of the drilling program are summarized below:

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Again, the reader is cautioned that the terms “indicated” and “inferred” are not terms that are recognized by the SEC's guidelines for disclosure of mineral properties, however, they are recognized defined terms under Canadian disclosure guidelines. Generally, an “indicated” or “inferred” estimate does not rise to the level of certainty required by SEC guidelines. Also, the internal review was based on comparisons with proximate deposits and associated feasibility studies at then current metal prices, estimated trucking and shipping costs, industry treatment and refining costs, average metallurgical recoveries and concentrate grades from five VMS deposits. The internal review has not been analyzed by an independent Qualified Person and therefore the results of this review should not be relied upon. Yukon Gold believes that the internal review provides an indication of the potential of the Marg Deposit and is relevant to ongoing exploration.

GLOSSARY

In this annual report, we use certain capitalized and abbreviated terms, as well as technical terms, which are defined below.

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Corporate Office

The Company’s corporate offices were located at 55 York Street, Suite 401, Toronto, Ontario M5J 1R7 until August 26, 2009. The Company entered into a five-year lease, which was executed on March 27, 2006. The lease commenced on July 1, 2006. Minimum lease commitments under the lease were as follows:

Following the period covered by this report, the Company defaulted under the lease and the landlord has reserved its legal rights. The Company’s mailing address, as of the date of this report is 139 Grand River Street, N., P.O. Box 510, Paris, Ontario N3L 3T6. The Company currently does not have corporate offices.

Item 3. Legal Proceedings.

There is no material legal proceeding pending or, to the best of our knowledge, threatened against the Company or its subsidiaries. It is possible that one or more creditors of the Company will bring an action to enforce a debt.

Item 4. Submission of Matters to Vote of Security Holders.

None. Our last annual meeting was held on March 18, 2008.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

As of April 30, 2009, there were 40,489,535 shares of common stock outstanding, held by 611 shareholders of record. 28,990,440 common shares were issued and outstanding as of April 30, 2008.

Private Placements of Securities for the Year Ended April 30, 2008

On August 16, 2007 the Company completed a private placement (the “Financing”) with Northern Securities Inc. (“Northern”), acting as agent. The Financing was comprised of the sale of 1,916,666 units (the “Units”) at $0.42 (CDN$0.45) per Unit (the “Unit Issue Price”) for gross proceeds of $802,101 (CDN$862,499.70) and the sale of 543,615 flow-through units (the “Flow-Through Units” which qualify as flow-through shares for the purposes of the Canadian Income Tax Act) at $0.49 (CDN$0.52) per Flow-Through Unit (the “Flow-Through Unit Issue Price”) for gross proceeds of $262,884 (CDN$282,680). The proceeds raised were allocated between the offering of shares and the sale of tax benefits. A liability of $35,381 was recognized for the sale of taxable benefits, which was reversed and credited to income when the Company renounced resource expenditure deduction to the investor. Each Unit consisted of one non-flow through common share (“Common Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable into one Common Share until August 16, 2009 at an exercise price of $0.60 (CDN$0.60) per share. Each Flow-Through Unit consisted of one flow-through common share and one half of one Common Share purchase warrant (each whole warrant, an “FT Warrant”). Each FT Warrant is exercisable into one Common Share until August 16, 2009 at an exercise price of $0.70 (CDN$0.70) per share. The Company paid Northern a commission equal to 8% of the aggregate gross proceeds which amounted to $85,199 (CDN$91,614) and issued 153,333 “Unit Compensation Warrants” and 43,489 “FT Unit Compensation Warrants”. Each Unit Compensation Warrant is exercisable into one Unit at the Unit Issue Price until August 16, 2009. Each FT Unit Compensation Warrant is exercisable into one Common Share and one half of one FT Warrant at the Flow-Through Unit Issue Price until August 16, 2009. Yukon Gold also granted Northern an option (the “Over-Allotment Option”) exercisable until October 15, 2007 to offer for sale up to an additional $468,691 (CDN$500,000) of Units and/or Flow-Through Units on the same terms and conditions. The Company paid a $70,304 (CDN$75,000) due diligence fee to Northern at closing. The Company reimbursed Northern expenses of $18,600 (CDN$20,000) and legal fees of $18,000 (CDN$20,000).

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On November 16, 2007 the Company completed the second part of a private placement (the “Second Financing”) with Northern acting as agent. The Second Financing was comprised of the sale of 2,438,888 units (the “Units”) at $0.46 (CDN$0.45) per Unit (the “Unit Issue Price”) for gross proceeds of $1,127,028 (CDN$1,097,500) and the sale of 1,071,770 flow through units (the “Flow-Through Units”) at $0.53 (CDN$0.52) per Flow-Through Unit (the “Flow-Through Unit Issue Price”) for gross proceeds of $572,315 (CDN$557,320). The proceeds raised were allocated between the offering of shares and the sale of tax benefits. A liability of $77,043 was recognized for the sale of taxable benefits, which was reversed and credited to income when the Company renounced resource expenditure deduction to the investor. The closing represented the final tranche of a $2,816,673 (CDN$2.8 million) private placement with Northern announced on July 24, 2007. Each Unit consists of one non-flow through common share (“Common Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable into one Common Share until November 16, 2009 at an exercise price of $0.60 (CDN$0.60) per share. Each Flow-Through Unit consists of one flow-through common share and one half of one Common Share purchase warrant (each whole warrant, an “FT Warrant”). Each FT Warrant is exercisable into one Common Share until November 16, 2009 at an exercise price of $0.70 (CDN$0.70) per share. Yukon Gold paid Northern a commission equal to 8% of the aggregate gross proceeds and issued 195,111 “Unit Compensation Warrants” and 85,741 “FT Unit Compensation Warrants”. Each Unit Compensation Warrant is exercisable into one Common Share and one half of one Common Share purchase warrant at the Unit Issue Price until November 16, 2009. Each full Common share purchase warrant is exercisable at $0.60 (CDN$0.60) . Each FT Unit Compensation Warrant is exercisable into one Common Share and one half of one Common Share purchase warrant at the Flow-Through Unit Issue Price. Each full Common Share purchase warrant is exercisable at $0.70 (CDN$0.70) .

The foregoing private placements were undertaken pursuant to an exemption offered by Regulation S ( “Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

Private Placements for the Year ended April 30, 2009

On July 23, 2008, the Company closed a non-brokered private placement for up to $976,563 (CDN$1,000,000). The Company completed the sale of 4,134,000 common shares on a flow-through basis at a price of $0.15 (CDN$0.15) per share for gross proceeds of $613,778 (CDN$620,100). The Company paid a 5% finders fee on this private placement. The proceeds from the private placement of flow-through shares were used by Yukon Gold for program expenditures on the Marg Property and the Mount Hinton Property (then partially owned by the Company). The flow through shares were issued at market without any additional price charged for sale of taxable benefits. The private placement was exempt from registration under the Securities Act, pursuant to an exemption afforded by Regulation S.

Other Sales or Issuances of Unregistered Securities

Year ended April 30, 2008

On July 7, 2007 the Company issued 136,364 common shares in settlement of a property payment on the Company’s former Mount Hinton property. The shares represent $57,252 (CDN$60,000) which is 40% of the contracted payment and were valued at $0.42 (CDN$0.44) each. The issuance of these shares was undertaken pursuant to a negotiated asset acquisition agreement with the Hinton Syndicate and was exempt from registration under the Securities Act pursuant to an exemption afforded by Regulation S.

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Year ended April 30, 2009

On July 7, 2008, the Company issued 476,189 common shares in settlement of a property payment on the Company’s former Mount Hinton property. These shares represent $58,887 (CDN$60,000), which is 40% of the contracted payment, and were valued at $0.123 (CDN$0.126) each. The balance of the property payment in the amount of $88,330 (CDN$90,000) was paid in cash.

On May 16, 2008, the Company entered into a consulting agreement with Clarke Capital Group Inc. (“Clarke”) pursuant to which Clarke was retained to provide the Company with investor relations and business communications services for an initial term of 6 months, renewable thereafter for an additional 6-month term. Upon execution of the Clarke Agreement the Company paid Clarke $14,648 (CDN$15,000). Pursuant to the Clarke Agreement, the Company issued Clarke 50,000 shares of common stock on July 14, 2008.

The Company assumed the rights to acquire the Marg Property under a Property Purchase Agreement with Atna Resources Ltd. (“Atna”). The Company had agreed to make subsequent payments under the Agreement of: $163,066 (CDN$200,000) in cash and/or common shares of the Company (or some combination thereof to be determined) on or before December 12, 2008. On December 4, 2008 the Company and Atna Resources Ltd. (“Atna”) entered into a letter agreement (the “Amendment Agreement”) amending the purchase agreement by which the Company acquired its Marg Property (the “Marg Acquisition Agreement”). Under the terms of the Marg Acquisition Agreement the Company was required to pay to Atna $163,066 (CDN$200,000) (in cash or shares of the Company’s common stock) on December 12, 2008. In lieu of making such payment, the Amendment Agreement permitted the Company to pay Atna $19,980 (CDN$25,000) in cash on December 12, 2008 (paid) and $188,600 (CDN$225,000) (payable in cash or shares of the Company’s common stock) on April 30, 2009. On April 30, 2009, the Company issued to Atna 6,838,906 common shares which represent $188,600 (CDN$225,000), whereby common shares were valued at $0.0276 (CDN$0.0329) each. As a result, the Company owns 100% of the Marg property.

Purchase Warrants

The following table summarizes the warrants outstanding as of the year ended April 30, 2009.

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The warrants do not confer upon the holders any rights or interest as a shareholder of the Company.

On November 27, 2007 the board of directors approved the extension of the expiry dates of the following warrants by one (1) year: (a) 2,665,669 warrants expiring on March 28, 2008 exercisable at $0.90 per warrant to March 28, 2009, having a fair value of $76,483; (b) 950,000 warrants expiring on October 4, 2008 which are exercisable at $2.00 per warrant to October 4, 2009, having a fair market value of $5,144; and (c) 533,133 Broker warrants expiring on March 28, 2008 exercisable at $0.60 per unit to March 28, 2009 having a fair market value of $28,645.

Outstanding Share Data

As at April 30, 2009, 40,489,535 common shares of the Company were outstanding.

Of the options to purchase common shares issued to the Company’s directors, officers and consultants under the Company’s 2003 stock option plan, 1,566,000 remained outstanding with exercise prices ranging from $0.55 to $1.19 and expiry dates ranging from August 4, 2009 to January 20, 2011. If exercised, 1,566,000 common shares of the Company would be issued, generating proceeds of $1,383,660. Subsequent to the year end, options to issue 240,000 common shares were forfeited on August 4, 2009 due to the resignation of a director of the Company.

Of the 2,899,044 options available to purchase common shares by the Company’s directors, officers and consultants under the Company’s 2006 stock option plan, 1,487,500 granted options remained outstanding with exercise prices ranging from to $0.17 (CDN$0.20) to $0.38 (CDN$0.45) and expiry dates ranging from August 4, 2009 to April 8, 2013. If exercised, 1,487,500 common shares of the Company would be issued, generating proceeds of $364,522 (CDN$434,875). Subsequent to the year end, options to issue 200,000 common shares were cancelled on June 25, 2009 due to the resignation of an officer of the Company. Subsequent to the year end, options to issue 100,000 common shares were also cancelled on August 4, 2009 due to the resignation of a director of the Company.

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On April 30, 2009, 4,913,141 share purchase warrants were exercisable and expiring between August 16, 2009 and June 15, 2013. If exercised, 4,913,141 common shares would be issued, generating proceeds of $4,077,907.

Our common stock is traded on the Over the Counter Bulletin Board sponsored by the National Association of Securities Dealers, Inc. under the symbol “YGDC.” The Over the Counter Bulletin Board does not have any quantitative or qualitative standards such as those required for companies listed on the Nasdaq Small Cap Market or National Market System. Our high and low sales prices of our common stock during the fiscal years ended April 30, 2009 and 2008 are as follows:

These quotations represent inter-dealer prices, without mark-up, mark-down or commission and may not represent actual transactions.

As of April 19, 2006, our stock began trading on the Toronto Stock Exchange under the symbol “YK.” The high and low trading prices for our common stock for the fiscal year periods indicated below are as follows:

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Our Transfer Agent

Our transfer agent is Equity Transfer & Trust Services, Inc. with offices at 200 University Ave., Suite 400, Toronto, Ontario M5H 4H1. Their phone number is 416-361-0930. The transfer agent is responsible for all record-keeping and administrative functions in connection with the common shares of stock.

Dividends

We have not declared any cash dividends on our common stock. We plan to retain any future earnings, if any, for exploration programs, administrative expenses and development of the Company and its assets.

Securities Authorized for Issuance Under Equity Compensation Plans.

On October 28, 2003, we adopted the 2003 Stock Option Plan (the "2003 Plan") under which our officers, directors, consultants, advisors and employees may receive stock options. The aggregate number of shares of common stock that may be issued under the 2003 Plan is 5,000,000. Options granted under the 2003 Plan were either "incentive stock options", intended to qualify as such under the provisions of section 422 of the Internal Revenue Code of 1986, as from time to time amended (the "Code") or "unqualified stock options". The 2003 Plan is administered by the Board of Directors.

On May 23, 2005, Yukon Gold filed a registration statement on Form S-8 with the SEC pursuant to which it registered 3,300,000 shares of common stock reserved for issuance upon exercise of options granted pursuant to the 2003 Plan. On February 10, 2006 the board of directors adopted a policy of not accepting promissory notes from option holders as payment for the exercise of options.

The Company adopted a new Stock Option Plan at its shareholders meeting on January 19, 2007 (the “2006 Stock Option Plan”). The Company cannot issue any further options under the 2003 Plan. The purpose of the 2006 Stock Option Plan is to develop and increase the interest of certain Eligible Participants (as defined below) in the growth and development of the Company by providing them with the opportunity to acquire a proprietary interest in the Company through the grant of options ("Stock Options") to acquire Shares.

Under the 2006 Stock Option Plan, Stock Options may be granted to Eligible Participants or to any registered savings plan established for the sole benefit of an Eligible Participant or any company which, during the term of an option, is wholly-owned by an Eligible Participant. The term “Eligible Participant” includes directors, senior officers and employees of the Company or an Affiliated Entity (as defined below) and any person engaged to provide services under a written contract for an initial, renewable or extended period of twelve months or more (a “Consultant”), other than services provided in relation to a distribution of securities, who spends or will spend a significant amount of time on the business and affairs of the Company and who is knowledgeable about the business and affairs of the Company. An “Affiliated Entity” means a person or company that is controlled by the Company.

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The 2006 Stock Option Plan is administered by the board of directors of the Company. At the option of the board, it may be administered by a committee appointed by the board of directors for that purpose.

Upon adoption in 2006, the aggregate number of Shares which could be issued under the 2006 Stock Option Plan was limited to 2,000,000 Shares, then representing approximately 10.63% of the then currently issued and outstanding Shares. On March 18, 2008 at the 2008 Annual and Special Meeting of Shareholders, the shareholders of the Company approved an amendment to the 2006 Stock Option Plan increasing the number of Shares reserved for issuance thereunder from 2,000,000 to 2,899,044, representing approximately 10% of the then issued and outstanding Shares. The 2006 Stock Option Plan was also amended to include a provision requiring shareholder approval for any future increase in the maximum number of Shares reserved for issuance thereunder.

Any Stock Option granted under the 2006 Stock Option Plan which has been exercised shall again be available for subsequent grant under the 2006 Stock Option Plan, effectively resulting in a re-loading of the number of Shares available for grant under the 2006 Stock Option Plan.

Any Shares subject to an option granted under the 2006 Stock Option Plan which for any reason is surrendered, cancelled or terminated or expires without having been exercised shall again be available for subsequent grant under the 2006 Stock Option Plan.

Options shall not be granted for a term exceeding ten years (or such shorter or longer period as is permitted by the TSX) (the “Option Period”).

On January 19, 2007, the shareholders of the Company approved, subject to regulatory approval, the extension of 2,064,000 options held by all current officers, directors, consultants and employees in the 2003 Stock Option Plan and the adding of an additional 2,000,000 common shares of stock to the 2006 Stock Option Plan. On March 18, 2008 at the 2008 Annual and Special Meeting of Shareholders, the shareholders of the Company approved an amendment to the 2006 Stock Option Plan increasing the number of Shares reserved for issuance thereunder from 2,000,000 to 2,899,044, representing approximately 10% of the then issued and outstanding Shares. The TSX approved the 2006 Stock Option plan on March 9, 2007.

The following summarizes options outstanding as at April 30:

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Item 6. Selected Financial Data

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis

This section should be read in conjunction with the accompanying consolidated financial statements and notes included in this report.

Discussion of Operations & Financial Condition Twelve months ended April 30, 2009

Yukon Gold has no source of revenue and we continue to operate at a loss. We expect our operating losses to continue for so long as we remain in an exploration stage and perhaps thereafter. As at April 30, 2009, we had accumulated losses of $14,906,422. These losses raise substantial doubt about our ability to continue as a going concern. Our ability to emerge from the exploration stage and conduct mining operations is dependent, in large part, upon our raising additional equity financing.

As described in greater detail below, the Company’s major endeavor over the year has been its effort to raise additional capital to meet its administrative expenses and pursue its exploration activities. The Company does not currently have sufficient working capital to continue as a reporting company in the United States and Canada. We are working urgently to obtain additional financing, which may entail the acquisition of additional properties in order to attract such financing.

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SELECTED ANNUAL INFORMATION

The total assets for the year ended April 30, 2009 includes cash and cash equivalents for $9,349, prepaid and other receivables for $64,852 and capital assets for $33,898. The total assets for the year ended April 30, 2008 includes cash and cash equivalents for $1,255,620, restricted cash for $817,092, Short-term investment in available-for-sale securities for $31,500, prepaid and other receivables for $282,347 and capital assets for $140,041.

Revenues

No revenue was generated by the Company’s operations during the years ended April 30, 2009 and April 30, 2008.

Net Loss

The Company’s expenses are reflected in the Consolidated Statements of Operations under the category of Operating Expenses. To meet the criteria of United States generally accepted accounting principles (“GAAP”), all exploration and general and administrative costs related to projects are charged to operations in the year incurred.

The significant components of expense that have contributed to the total operating expense are discussed as follows:

(a) General and Administrative Expense

Included in operating expenses for the year ended April 30, 2009 is general and administrative expense of $987,536, as compared with $1,702,640 for the year ended April 30, 2008. General and administrative expense represents approximately 33% of the total operating expense for the year ended April 30, 2009 and approximately 34% of the total operating expense for the year ended April 30, 2008. General and administrative expense decreased by $715,104 in the current year, compared to the prior year. The decrease in this expense is mainly due to decrease in consulting fees to consultants for providing investor relations and related market advice services and a decrease in stock based compensation expense by $552,470.

Included in the operating expenses for the year ended April 30, 2009 (included as general and administration expense) is stock option compensation expense of $31,858 and compensation expense on issue of warrants for $17,813, as compared with stock option compensation expense of $584,328 and compensation expense on issue of warrants for $123,079 for the prior year ended April 30, 2008. These amounts have been calculated in accordance with generally accepted accounting principles in the United States, whereby the fair value of the stock options was determined at the time of grant of stock options to the Company’s directors, officers and consultants, and expensed over the vesting term, in terms of the Black-Scholes option pricing model.

(b) Project Expense

Included in operating expenses for the year ended April 30, 2009 is project expenses of $1,907,891 as compared with $3,341,682 for the year ended April 30, 2008. Project expense is a significant expense and it represents approximately 63% of the total operating expense for the year ended April 30, 2009 and approximately 66% of the total operating expense for the year ended April 30, 2008. Project expense decreased by $1,433,791 in the current year, as compared to the prior year. The decrease in this expense is mainly due to the availability of limited funds for exploration and the Company not incurring any exploration expense on the Mount Hinton Property claims. All the exploration expense was incurred on the Marg property. In March of 2005, the Company acquired the rights to purchase 100% of the Marg Property. Under the terms of the Marg Acquisition Agreement the Company was required to pay to Atna $163,066 (CDN$200,000) (in cash or shares of the Company’s common stock) on December 12, 2008. In lieu of making such payment, the Amendment Agreement permits the Company to pay Atna $19,980 (CDN$25,000) in cash on December 12, 2008 (paid) and $188,600 (CDN$225,000) (payable in cash or shares of the Company’s common stock) on April 30, 2009. On April 30, 2009, the Company issued to Atna 6,838,906 common shares which represent $188,600 (CDN $225,000), whereby common shares were valued at $0.0276 (CDN $0.0329) each. This cash payment of $19,980 (CDN $25,000) and issue of Common stock valued at $188,600 (CDN $225,000) formed part of the project expenses. During the prior year ended April 30, 2008, the Company besides incurring exploration expenses on the Marg property, also made an additional payment of $98,697 (CDN $100,000) which formed part of project expenses.

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Agreement with Hinton Syndicate Concerning our Former Mount Hinton Property

The following disclosure relates to our former property known as the “Mount Hinton” property. Our interest in the Mount Hinton property was sold on May 21, 2009.

On July 7, 2002 YGC, the Company’s wholly owned subsidiary, entered into an option agreement with the Hinton Syndicate to acquire a 75% interest in the 273 unpatented mineral claims covering approximately 14,000 acres in the Mayo Mining District of Yukon, Canada. This agreement was replaced with a revised and amended agreement (the “Hinton Option Agreement”) dated July 7, 2005 which superseded the original agreement and amendments thereto. The new agreement was between the Company, its wholly owned subsidiary YGC and the Hinton Syndicate.

The Hinton Option Agreement pertained to an “area of interest” which included the area within ten kilometres of the outermost boundaries of the 273 mineral claims, which constituted our mineral properties. Either party to the Hinton Option Agreement could stake claims outside the 273 mineral claims, but each must notify the other party if such new claims were within the “area of interest.” The non-staking party could then elect to have the new claims included within the Hinton Option Agreement. As of December 11, 2006, there were an additional 24 claims staked, known as the “Gram Claims” which became subject to the Hinton Option Agreement. Subsequent to the year ended April 30, 2009, on May 21, 2009, Gram Claims 1-24 were conveyed by the Company’s wholly owned subsidiary to a member of the Hinton Syndicate. On June 16, 2008 an additional 18 claims were staked (#25-#42), known as the “Gram Claims”, at a cost of $8,679 (CDN$8,887), which became subject to the Hinton Option Agreement. Subsequent to the year ended April 30, 2009, on May 5, 2009 the Company transferred all of its interest in Gram Claims 25-42 to a member of the Hinton Syndicate.

Subsequent to the year ended April 30, 2009, on May 21, 2009, the Company, through its wholly owned subsidiary, YGC, sold its interest in the Mount Hinton Property to the Hinton Syndicate. All of the claims comprising the Mount Hinton Property were conveyed by the Company’s subsidiary to a member of the Hinton Syndicate.

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The Hinton Syndicate paid the Company (i) $104,778 (CDN$125,000) on May 21, 2009 and (ii) granted to the Company’s subsidiary a 2% “Net Smelter Royalty (an “NSR”) on the Mount Hinton Property claims. Such 2% NSR may be terminated at any time by payment to Yukon Gold of the following:

In addition, Yukon Gold’s subsidiary assigned its work permit to a member of the Hinton Syndicate and the Hinton Syndicate became responsible for any reclamation costs imposed by the government of Yukon in connection with the work permit. As of May 21, 2009, Yukon Gold and its subsidiary have no further interest or obligations with respect to the Mount Hinton Property.

Exploration

For more information regarding our exploration activities on our properties during the fiscal year ended April 30, 2009, see Item 2 "Description of Property" herein.

Liquidity and Capital Resources

The following table summarizes the Company’s cash flows and cash in hand:

As at April 30, 2009 the Company had working capital deficit of $(162,550) as compared to a working capital of $1,345,145 in the previous year. During the current year the Company raised (net) $578,109 by issue of share units for cash. During the prior year the Company raised (net) $2,271,080 by issuing common share units for cash, $429,537 through the exercise of warrants and $55,500 through the exercise of stock options. The Company invested a small amount of $38,978 (prior year $102,593) in acquisition of capital assets.

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Off-Balance Sheet Arrangement

The Company had no Off-Balance sheet arrangements as of April 30, 2009 nor as of April 30, 2008.

Contractual Obligations and Commercial Commitments

In addition to the contractual obligations and commitments of the Company to acquire its mineral properties as described in “Item 2 - Description of the Property,” the following are additional contractual obligations and commitments as at April 30, 2009.

Obligation under Capital Lease

The following is a summary of future minimum lease payments under the capital lease, together with the balance of the obligation under the lease:

Flow-Through Share Subscription

Year Ended April 30, 2008

The Company entered into flow-through share subscription agreements during the year ended April 30, 2008 whereby it is committed to incur on or before December 31, 2008, a total of $833,995 (CDN$840,000) of qualifying Canadian Exploration expenses as described in the Income Tax Act of Canada. As of April 30, 2008 an expenditure of $53,291 (CDN$53,675) has been incurred and $780,704 (CDN$786,325) has not yet been spent. Commencing March 1, 2008 the Company is liable to pay a tax of approximately 5% per annum, calculated monthly on the unspent portion of the commitment.

Year ended April 30, 2009

On July 23, 2008, the Company closed a non-brokered private placement for up to $976,563 (CDN$1,000,000). The Company completed the sale of 4,134,000 common shares on a flow-through basis at a price of $0.15 (CDN$0.15) per share for gross proceeds of $613,778 (CDN$620,100). The Company paid a 5% finders fee on this private placement. The proceeds from the private placement of flow-through shares were used by Yukon Gold for program expenditures on the Marg Property. The flow- through shares were issued at market without any additional price charged for sale of taxable benefits. The private placement was exempt from registration under the Securities Act of 1933, pursuant to an exemption afforded by Regulation S.

Consulting & Services Agreements

Effective as of December 15, 2007 the Company entered into a consulting agreement with Ronald Mann (the “Mann Agreement”), pursuant to which Mr. Mann was retained as the Company's President and Chief Executive Officer. The board of directors of the Company appointed Mr. Mann to fill a vacancy on the board of directors, also effective as of December 15, 2007. The Mann Agreement had a one-year term commencing on December 15, 2007, which was automatically renewable thereafter, unless terminated pursuant to the terms of the Mann Agreement. Pursuant to the Mann Agreement, the parties agreed that Mr. Mann and the Company would indicate their respective intentions to renew the term after the passage of eight (8) months from the date of the Mann Agreement. Pursuant to the Mann Agreement, Mr. Mann will receive an annual consulting fee of $122,299 (CDN$150,000). In addition, Mr. Mann received 500,000 warrants to purchase shares of the Company's common stock (the “Mann Warrants”). The Mann Warrants shall have a term of 5 years and an exercise price of $0.20 (CDN$0.24) . 250,000 of the Mann Warrants were fully vested upon issuance, and the remaining 250,000 vested 6 months from the date of issuance, on June 15, 2008. On December 12, 2008 the Company accepted Ronald Mann’s resignation as Chief Executive Officer and President and as a Director, and as an Officer and Director of YGC, the Company’s wholly owned subsidiary. There were no disagreements between the Company and Mr. Mann with regards to the Company’s operations or public disclosures. The Company agreed to pay Mr. Mann severance of $20,670 (CDN$25,000), payable in two installments. $10,192 (CDN$12,500) was paid on December 12, 2008 and the balance of $10,478 (CDN$12,500) was due on April 15, 2009 which was subsequently paid on June 4, 2009 and a release was obtained from Mr. Mann.

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As of December 18, 2007 the Company entered into a consulting agreement with Cletus Ryan (the “Ryan Agreement”) pursuant to which Mr. Ryan was retained as the Company's Vice President, Corporate Development. The Ryan Agreement had a six-month term commencing on December 18, 2007 and was automatically renewable thereafter, unless terminated pursuant to the terms of the Ryan Agreement. Pursuant to the Ryan Agreement, Mr. Ryan received an annual consulting fee of $97,839 (CDN$120,000). In addition, Mr. Ryan received 200,000 options to purchase shares of the Company's common stock (the “Ryan Options”). The Ryan Options were fully vested upon the date of issuance and have an exercise price of $0.20 (CDN $0.24) . On March 7, 2008 the Company renewed the Ryan Agreement for an additional six months. On December 18, 2008 the Company advised Mr. Ryan by letter agreement that they would not be renewing the original consulting agreement however agreed to compensate him for his services on a month-to-month basis for a fee of $6,706 (CDN$8,000) per month. The letter agreement further states that either party may terminate the agreement with 15 days notice. Subsequent to the year ended April 30, 2009 on July 10, 2009 the Company gave Mr. Ryan 15 days written notice of termination of the letter agreement dated December 29, 2008 and beginning on December 18, 2008 The date of termination was effective July 24, 2009. The Company subsequently paid Mr. Ryan $14,027 (CDN$16,734) being the final consulting fees owed to him.

On February 18, 2008 the Company and YGC, it’s wholly owned subsidiary, signed a surface drilling contract with a diamond drilling company for the Marg Project to commence on or about June 18, 2008. On February 18, 2008 the Company paid $148,928 (CDN$150,000) as a deposit per the terms of the contract. During the quarter ended July 31, 2008 the Company paid $281,581 (CDN$288,339) to the contractor. During the quarter ended October 31, 2008 the Company paid $224,283 (CDN$270,149) to the contractor and on August 30, 2008 the drilling program was demobilized. The balance of the deposit in the amount of $8,597 (CDN$10,256) is being held by the diamond drilling company as a deposit on the 2009 drilling program.

Subsequent Events

On May 4, 2009 Mr. Howard Barth resigned as a director of the Company. There were no disagreements between Mr. Barth and the Company with respect to the Company’s operations, policies or practices.

On May 5, 2009 the Company transferred all of its interest in Gram Claims 25-42 to a member of the Hinton Syndicate.

On May 13, 2009 YGC, the Company’s wholly owned subsidiary, appointed Mrs. Kathy Chapman as Corporate Secretary, temporarily replacing Mrs. Lisa Rose who is on maternity leave.

On May 21, 2009, the Company, through its wholly owned subsidiary, YGC sold its interest in the Mount Hinton Property in the Yukon Territory of Canada to the Hinton Syndicate. The Mount Hinton Property was subject to an agreement with the Hinton Syndicate pursuant to which the Company had earned a 50% interest. All of the claims comprising the Mount Hinton Property were conveyed by the Company’s subsidiary to a member of the Hinton Syndicate.

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The Hinton Syndicate paid the Company (i) $104,778 (CDN$125,000) on May 21, 2009 and (ii) granted to the Company’s subsidiary a 2% “Net Smelter Royalty (an “NSR”) on the Mount Hinton Property claims. Such 2% NSR may be terminated at any time by payment to Yukon Gold of the following:

In addition, Yukon Gold’s subsidiary assigned its work permit to a member of the Hinton Syndicate and the Hinton Syndicate became responsible for any reclamation costs imposed by the government of Yukon in connection with the work permit. As of May 21, 2009, Yukon Gold and its subsidiary have no further interest or obligations with respect to the Mount Hinton Property.

On June 2, 2009 the Company accepted a proposal from a consultant to complete a Valuation and Letter Report on the Company’s Marg Property for a cost of $5,561 (CDN$6,634) which was completed on June 30, 2009.

On June 4, 2009 the Company paid $10,478 (CDN$12,500) to Mr. Ronald K. Mann being the final installment of his severance.

On June 19, 2009 the Company and its wholly owned subsidiary terminated Lisa Rose’s employment as Corporate Secretary and Administrator.

On June 24, 2009 the Company cancelled 200,000 options granted to a former officer of the Company.

As of July 24, 2009, the Consulting Agreement between Cletus Ryan and the Company was terminated by the Company. The Company subsequently paid Mr. Ryan $14,027 (CDN$16,734) being the final consulting fees owed to him. There were no disagreements between Mr. Ryan and the Company with regards to the Company’s operations or public disclosures.

On August 4, 2009 the Company recognized the expiration of 240,000 options granted to a former director of the Company and cancelled 100,000 options granted to such former director.

On August 16, 2009, 1,426,961 warrants held by shareholders of the Company expired.

On August 26, 2009, the Company’s mailing address changed to 139 Grand River St. N., PO Box 510, Paris, Ontario Canada N3L 3T6. As of August 26, 2009, the Company relinquished its office in Toronto, Ontario.

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On August 26, 2009, the TSX, announced that it would de-list the Company’s common shares, effective as of the close of market on September 25, 2009. The delisting was imposed for failure by the Company to meet multiple listing requirements of TSX. The Company is appealing this decision

On September 2, 2009, the Ontario Securities Commission issued a “cease trade” order covering the Company’s shares because the Company had failed to timely file its annual report. The Company expects such order to be lifted following the filing of this report.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This Statement replaces SFAS No. 141, Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) will apply prospectively to business combinations for which the acquisition date is on or after Company’s fiscal year beginning May 1, 2009. The Company is currently assessing the impact of FAS 141(R).

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements”. This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for the Company’s fiscal year beginning May 1, 2009. The Company is currently assessing the impact of FAS 160.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“FAS 161”). FAS 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. The guidance in FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company is currently assessing the impact of FAS 161.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS 162"). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. GAAP for nongovernmental entities. SFAS 162 is effective 60 days following the Securities and Exchange Commission's approval of the Public Company Accounting Oversight Board auditing amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles." The Company does not expect SFAS 162 to have a material effect on its consolidated financial statements.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2. This FSP amends SFAS 115, “Accounting for Certain Investments in Debt and Equity Securities,” SFAS 124, “Accounting for Certain Investments Held by Not-for-Profit Organizations,” and EITF Issue No. 99-20, “Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets,” to make the other-than-temporary impairments guidance more operational and to improve the presentation of other-than-temporary impairments in the financial statements.. This FSP provides increased disclosure about the credit and noncredit components of impaired debt securities that are not expected to be sold and also requires increased and more frequent disclosures regarding expected cash flows, credit losses, and an aging of securities with unrealized losses. Although this FSP does not result in a change in the carrying amount of debt securities, it does require that the portion of an other-than-temporary impairment not related to a credit loss for a held-to-maturity security be recognized in a new category of other comprehensive income and be amortized over the remaining life of the debt security as an increase in the carrying value of the security. This FSP shall be effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company is currently evaluating this new FSP but does not believe that it will have a significant impact on the determination or reporting of the financial results.

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In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 require companies to disclose in interim financial statements the fair value of financial instruments within the scope of FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments. The fair-value information disclosed in the footnotes must be presented together with the related carrying amount, making it clear whether the fair value and carrying amount represent assets or liabilities and how the carrying amount relates to what is reported in the balance sheet. FSP FAS 107-1 and APB 28-1 also requires that companies disclose the method or methods and significant assumptions used to estimate the fair value of financial instruments and a discussion of changes, if any, in the method or methods and significant assumptions during the period. The FSP shall be applied prospectively and is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company is currently evaluating this new FSP and the impact it will have on the determination or reporting of the financial results.

In May 2009, the FASB issued SFAS No. 165 "Subsequent Events" ("SFAS 165"). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 sets forth (1) The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. The Company is evaluating the impact the adoption of SFAS 165 will have on its financial statements.

In June 2009, the FASB issued SFAS No. 166 "Accounting for Transfers of Financial Assets-an amendment of FASB Statement No. 140" ("SFAS 166"). SFAS 166 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. SFAS 166 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of SFAS 166 will have on its financial statements.

In June 2009, the FASB issued SFAS No. 167 "Amendments to FASB Interpretation No. 46(R)" ("SFAS 167"). SFAS 167 improves financial reporting by enterprises involved with variable interest entities and to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), "Consolidation of Variable Interest Entities", as a result of the elimination of the qualifying special-purpose entity concept in SFAS 166 and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise's involvement in a variable interest entity. SFAS 167 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of SFAS 167 will have on its financial statements.

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In June 2009, the FASB issued SFAS No. 168 "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162". The FASB Accounting Standards Codification ("Codification") will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in SFAS 168. All other accounting literature not included in the Codification is non-authoritative. The Company is evaluating the impact the adoption of SFAS 168 will have on its financial statements.

Critical Accounting Policies

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, requires us to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements, the reported amount of revenues and expenses during the reporting period and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, particularly those related to the determination of the estimated Canadian exploration tax credit receivable and accrued liabilities. To the extent actual results differ from those estimates, our future results of operations may be affected. Besides this critical accounting policy on use of estimates, we believe the following critical accounting policy affects the preparation of our consolidated financial statements.

Acquisition, Exploration and Evaluation Expenditures

The Company is an exploration stage mining company and has not yet realized any revenue from its operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property payments are capitalized only if the Company is able to allocate any economic value beyond proven and probable reserves. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property will be capitalized. For the purpose of preparing financial information, the Company is unable to allocate any economic value beyond proven and probable reserves and hence all property payments are considered to be impaired and accordingly written off to project expense. All costs associated with a property that has the potential to add to the Company’s proven and probable reserves are expensed until a final feasibility study demonstrating the existence of proven and probable reserves is completed. No costs have been capitalized in the periods covered by these financial statements. Once capitalized, such costs will be amortized using the units-of-production method over the estimated life of the probable reserve.

Mineral property acquisition costs will also be capitalized in accordance with the FASB Emerging Issues Task Force (“EITF”) Issue 04-2 when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and that adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property payments are expensed as incurred if the criteria for capitalization is not met.

To date, mineral property exploration costs have been expensed as incurred. As of the date of these financial statements, the Company has incurred only property payments and exploration costs which have been expensed. To date the Company has not established any proven or probable reserves on its mineral properties.

Item 7A. Quantitative and Qualitative Disclosure about Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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Item 8. Financial Statements and Supplementary Data

See the financial statements and report of Schwartz Levitsky Feldman, LLP contained in this report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A(T). Controls and Procedures

(a) Disclosure Controls and Procedures. The Company's management, with the participation of the principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Company, respectively, have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective.

(b) Internal Control Over Financial Reporting. There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended April 30, 2009 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management's Report On Internal Control Over Financial Reporting

Based on an evaluation as of the date of the end of the period covered by this Form 10-K, our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-l5(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms.

The management of Yukon Gold Corporation, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule I3a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce this risk.

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In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Inherent in small business is the pervasive problem of segregation of duties. Given that the Company has a small accounting department, segregation of duties cannot be completely accomplished at this time. Management has added compensating controls to effectively reduce and minimize the risk of a material misstatement in the Company's annual or interim financial statements.

Based on its assessment, management concluded that, as of April 30, 2009, the Company's internal control over financial reporting is effective based on those criteria.

Auditor Attestation

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the company to provide only management's report

Changes in Internal Controls

There have been no changes in our internal control over financial reporting that occurred during the fourth quarter of the fiscal year ended April 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Board has Assumed Responsibilities of Audit Committee

The Board of Directors has three members, of which two members are independent. The Board of Directors has assumed the role of the Audit Committee.

Item 9B. Other Information

None.

Part III

Item 10. Directors and Executive Officers of the Registrant

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS

The following table represents the Board of Directors and the senior management of the Company as of April 30, 2009. Each director will serve until the next meeting of shareholders or until replaced. Each officer serves at the discretion of the Board of Directors. Each individual's background is described below.

Reorganization of Officers and Directors

On August 1, 2008 the board of directors appointed Kathy Chapman Chief Administrative Officer of the Company.

On December 11, 2008 the Company accepted G.E. “Ted” Creber’s resignation as a director.

On December 12, 2008 the Company accepted Ronald Mann’s resignation as Chief Executive Officer and President and as a director, and as an officer and director of YGC, the Company’s wholly owned subsidiary. There were no disagreements between the Company and Mr. Mann with regards to the Company’s operations, policies or practices. The Company agreed to pay Mr. Mann severance of $20,670 (CDN$25,000), payable in two installments. $10,192 (CDN$12,500) was paid on December 12, 2008 and the balance of $10,478 (CDN$12,500) was due on April 15, 2009 which was subsequently paid on June 4, 2009 and a release was obtained from Mr. Mann.

On December 12, 2008 the Company appointed J.L. Guerra, Jr. President and Chief Executive Officer of both the Company and YGC. Mr. Guerra, Jr. is also the Chairman of the Company’s board of directors and a director of YGC.

On March 24, 2009 Mr. Gary A. Cohoon resigned as Vice President, Exploration. There were no disagreements between Mr. Cohoon and the Company with respect to the Company’s operations, policies or practices.

The following is a description of each member of our Board of Directors and our management.

Directors

J.L. Guerra, Jr., Director, Chairman of the Board Chief Executive Officer and President

Mr. Guerra has over twenty years of experience operating his own businesses in the real estate brokerage, acquisition and development business in San Antonio, Texas. Mr. Guerra has acquired and sold industrial buildings, warehouses, office buildings and raw land for investors and investment entities. His current projects include acquisition, planning and development of residential, golf and resort properties, specifically Canyon Springs in San Antonio, Texas. Mr. Guerra also has experience with venture capital projects and has raised substantial capital for numerous projects in mining, hi-tech and other areas. Mr. Guerra lives in San Antonio, Texas. Mr. Guerra is 53 years old.

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Robert E. “Dutch” Van Tassell, Director

Mr. Van Tassell was born in 1935 in Digby, Nova Scotia and graduated with a degree in Geology from Mount Allison University in 1958. Mr. Van Tassell began his mining career in 1956 as a summer student with Giant Yellowknife Mines, in the North West Territories of Canada. Mr. Van Tassell remained with Giant Yellowknife Mines from 1956 to 1962 where he was involved with mining and exploration geology. In 1962, Mr. Van Tassell was employed with Denison Mines located in Elliot Lake, Ontario for a short period of time as an underground geologist. In 1963 he joined United Keno Hill Mines in Yukon, Canada and was a key participant in the discovery of the Husky Mine in 1967, which produced over 17 million ounces of silver. In 1969 Mr. Van Tassell set up a Yukon regional exploration office in Whitehorse which in 1972 discovered the Minto Copper Deposit, employing helicopter supported two man prospecting crews in tree covered areas. While in Whitehorse Mr. Van Tassell served as a director for the Yukon Chamber of Mines for eleven years, two as its president. He also served four terms on the Northern Resources Conference which is held every three years and sponsored by the Yukon Chamber of Mines and Whitehorse Chamber of Commerce, two of these as Chairman. He also served as Chairman of the Whitehorse branch of the Canadian Institute of Mining and Metallurgy (the “CIM”). He also gave introductory and advanced prospecting courses for the Chamber of Mines. In 1982 Mr. Van Tassell joined Dickenson Mines in Toronto, Ontario as Vice President of Exploration. In 1984 he was involved with the discovery of additional reserves at the then active silver, lead, zinc Silvana Mine at Sandon, B.C. In 1988 he also played a part in Dickenson's acquisition of the Wharf Mine in South Dakota. While in Toronto Mr. Van Tassell also served as a Board member of the Prospector's and Developers Association of Canada (PDAC) from 1984 to 1993 serving as Chairman on the Program and Environmental Committees. Mr. Van Tassell is a Life member of the CIM and a member of The Geological Association of Canada. In March, 2000 he was presented with a lifetime Achievement Award by the PDAC for his contribution to the Mining Industry. In 2007 he was inducted into the Prospector's Honour Roll by the Yukon Prospector's Association, Mr. Van Tassell retired in 1998 to assist with family matters. Mr. Van Tassell is 73 years old. Mr. Van Tassell is also a director of Lexam Explorations Inc., Plato Gold Corp., Rupert Resources Ltd. and Finmetal Mining Ltd.

Ken Hill, Director

Mr. Hill came to Yukon Gold with over forty-five years of experience in the mining industry. Mr. Hill is a registered professional engineer and graduated with a degree in Geological Engineering from the Michigan Technological University. He also holds a diploma in Mining Technology from the Haileybury School of Mines. Since the year 2000, Mr. Hill has provided independent consulting and project management services to the global minerals industry. Prior to his consulting practice, Mr. Hill held senior positions involving mine evaluation, mine design, mine development and mine operations with Inmet Mining Corp., Northgate Exploration Ltd., Dome Mines Group and J.S. Redpath Ltd. Mr. Hill is 70 years old

Officers

Rakesh Malhotra, Chief Financial Officer

Mr. Malhotra is a United States certified public accountant and a Canadian chartered accountant with considerable finance and accounting experience. Mr. Malhotra graduated with a Bachelor of Commerce (Honours) from the University of Delhi (India) and worked for a large accounting firm A.F Ferguson & Co. (Indian correspondent for KPMG) and obtained his CA designation in India. Having practiced as an accountant for over 10 years in New Delhi, he moved to the Middle East and worked for 5 years with the highly successful International Bahwan Group of Companies in a senior finance position. Mr. Malhotra is a CPA (Illinois) and also holds a Canadian CA designation. He worked as a Chartered Accountant with a mid-sized Chartered Accounting firm in Toronto doing audits of Public Companies Mr. Malhotra has more than 20 years of experience in accounting and finance. Mr. Malhotra is 52 years old.

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Kathy Chapman, Chief Administrative Officer and Interim Corporate Secretary

Mrs. Chapman has worked for the Company since it’s inception in May, 2000 holding the position of Accounting Manager. On July 3, 2008 Kathy was appointed Interim Corporate Secretary. On August 1, 2008 the board of directors appointed Mrs. Chapman Chief Administrative Officer of the Company. Mrs. Chapman has over 30 years combined experience in accounting, administration, human resources, management, financial control and regulatory compliance in both Canadian and US public companies. Mrs. Chapman is co-chair of Women In Mining Toronto Branch and is a director of Women In Mining Canada. Mrs. Chapman is 51 years old.

Compliance With Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s Directors and officers, and persons who own more than 10% of a registered class of the Company’s equity securities (“Section 16 Persons”), to file with the Securities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Section 16 Persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file. Based on the Company’s review of the forms it has received, on other reports filed by Section 16 Persons with the SEC and on the Company’s records, the Company believes that during the twelve month period ended April 30, 2009 the following reports were filed late:

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Item 11. Executive Compensation

(a) Compensation of Officers

The following table shows the compensation paid during the last three fiscal years ended April 30, 2009, 2008 and 2007 for the Chief Executive Officer and the next two most highly compensated officers of the Company.

SUMMARY COMPENSATION TABLE

Mr. Ronald Mann became President and CEO of the Company on December 15, 2007 following the resignation of Mr. Paul Gorman as CEO on December 13, 2007. Mr. Mann also became President and CEO of YGC on January 10, 2008. Mr. Mann resigned on December 12, 2008.

On December 15, 2007 Cletus Ryan became VP Corporate Development of the Company. Mr. Ryan’s services were terminated on July 24, 2009.

On December 12, 2008 the Company appointed J.L. Guerra, Jr. President and Chief Executive Officer of both the Company and YGC. Mr. Guerra, Jr. is also the Chairman of the Company’s board of directors and a director of YGC.

On August 1, 2008 the Company appointed Kathy Chapman Chief Administrative Officer.

34

(b) Long Term Incentive Plan (LTIP Awards)

The Company does not have a long term incentive plan, pursuant to which cash or non-cash compensation intended to serve as an incentive for performance (whereby performance is measured by reference to financial performance or the price of the Company’s securities), was paid or distributed to any executive officers during the three most recent completed years.

(c) Options and Stock Appreciation Rights (SARs)

OPTIONS/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FISCAL YEAR

Stock options and warrants granted to the named executive officers during the fiscal year ended April 30, 2009 are provided in the table below:

During the fiscal year ended April 30, 2009 there has been no re-pricing of stock options held by any Named Executive Officer

OPTIONS/SAR EXERCISED DURING THE MOST RECENTLY COMPLETED FISCAL YEAR

The following table provides detailed information regarding options exercised by the named executive officers during the fiscal year ended April 30, 2009 and options held by the named executive officers as at April 30, 2009.

35

* Mr. Mann was granted 500,000 warrants on December 15, 2007, of which 250,000 vested on December 15, 2007. The balance of 250,000 warrants vested on June 15, 2008. Mr. Mann resigned on December 12, 2008.

On January 19, 2007, the shareholders of the Company approved, subject to regulatory approval, the extension of 2,064,000 options held by all current officers, directors, consultants and employees in the 2003 Stock Option Plan and the adding of an additional 2,000,000 common shares of stock to the 2006 Stock Option Plan. The TSX approved the 2006 Stock Option plan on March 9, 2007.

On March 18, 2008 at the 2008 Annual and Special Meeting of Shareholders, the shareholders of the Company approved an amendment to the 2006 Stock Option Plan increasing the number of Shares reserved for issuance thereunder from 2,000,000 to 2,899,044, representing approximately 10% of the issued and outstanding Shares. The 2006 Stock Option Plan was also amended to include a provision requiring shareholder approval for any future increase in the maximum number of Shares reserved for issuance thereunder.

(d) Compensation of Directors

Directors are not paid any fees in their capacity as directors of the Company, except for the members of the Audit Committee who are paid $419 (CDN$500) for each Audit Committee meeting they attend. Due to the financial condition of the Company, the members of the Audit Committee decided that as of January 1, 2009 they would no longer accept payment for attending Audit Committee meetings. The directors are entitled to participate in the Company’s stock option plan.

Other Arrangements

None of the directors of the Company were compensated in their capacity as a director by the Company and its subsidiary during the fiscal year ended April 30, 2009 pursuant to any other arrangement.

Indebtedness of Directors and Executive Officers

None of the directors or executive officers of the Company were indebted to the Company or its subsidiary during the fiscal year ended April 30, 2009, including under any securities purchase or other program.

Item 12. Security Ownership and Certain Beneficial Owners and Management and Related Stockholder Matters

The Company has 40,489,535 shares of common stock issued and outstanding as at September 11, 2009. Consequently, for purposes of describing shareholder voting rights, we have included in the table below the number of common shares of the Company held by the officers and directors of Yukon Gold. The last column of the table below reflects the voting rights of each officer and/or director as a percentage of the total voting shares (common shares of Yukon Gold) as of September 11, 2009.

36

*Mr. Guerra’s controls 3,227,679 shares which include shares owned indirectly and shares over which he influences voting control. These 3,227,679 shares represent 7.97% of the Company’s issued and outstanding shares.

As a group Management and the Directors own 8.6%of the issued and outstanding shares of Yukon Gold.

37

Item 13. Certain relationships and Related Transactions

2008-2009

The Company and its subsidiary expensed a total of $118,407 in consulting fees & wages to five Company Directors, and $301,300 to five of its officers.

No director or officer exercised stock options during the year ended April 30, 2009

2007-2008

The Company and its subsidiary expensed a total of $253,270 in consulting fees & wages to seven Company Directors, and $258,176 to five of its officers.

No director or officer exercised stock options during the year.

Item 14 Principal Accounting Fees and Services

The Company appointed Schwartz Levitsky Feldman, LLP as independent auditors to audit the financial statements of the Company for the fiscal year ended April 30, 2009. This appointment was confirmed by a vote of shareholders held on March 18, 2008.

Audit Fees. The Company paid to Schwartz Levitsky Feldman, LLP audit and audit related fees of approximately CDN$ 36,000 in 2009 and $29,289 (CDN$29,500) in 2008.

The Company paid CDN$1,500 to Schwartz Levitsky Feldman, LLP for tax services in 2009 and $1,290 (CDN$1,300) for tax services in 2008.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

Item 15. Exhibits and Reports on Form 8-K

The Financials Statements and Report of Schwartz Levitsky Feldman LLP which are set forth in the index to Consolidated Financial Statements are filed as part of this report.

Index to Exhibits

Financial Statements

38

In addition, the following reports are incorporated by reference.

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 11^th day of September, 2009.

39

YUKON GOLD CORPORATION, INC.
(AN EXPLORATION STAGE MINING COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 2009 AND APRIL 30, 2008
Together With Report of Independent Registered Public Accounting Firm
(Amounts expressed in US Dollars)

TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Yukon Gold Corporation, Inc.
(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of Yukon Gold Corporation, Inc. as at April 30, 2009 and 2008 and the related consolidated statements of operations, cash flows and stockholders’ equity (deficiency) for the years ended April 30, 2009 and 2008 and for the period from incorporation to April 30, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the 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 financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the 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.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Yukon Gold Corporation, Inc. as at April 30, 2009 and 2008 and the results of its operations and its cash flows for the years ended April 30, 2009 and 2008 and for the period from incorporation to April 30, 2009 in conformity with United States generally accepted accounting principles.

The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal controls over financial reporting. Accordingly, we express no such opinion.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company is an exploration stage mining company and has no established source of revenues. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in the notes to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-1

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Consolidated Balance Sheets
As at April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

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

APPROVED ON BEHALF OF THE BOARD

F-2

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Consolidated Balance Sheets
As at April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

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

F-3

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Consolidated Statements of Operations
For the years ended April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

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

F-4

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Consolidated Statements of Cash Flows
For the years ended April 30, 2008 and April 30, 2007
(Amounts expressed in US Dollars)

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Consolidated Statements of Cash Flows
For the years ended April 30, 2008 and April 30, 2007
(Amounts expressed in US Dollars)

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

F-5

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Consolidated Statements of Changes in Stockholders’ Equity (Deficiency)
From Inception to April 30, 2009
(Amounts expressed in US Dollars)

F-6

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Consolidated Statements of Changes in Stockholders’ Equity (Deficiency)
From Inception to April 30, 2009
(Amounts expressed in US Dollars)

F-7

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Consolidated Statements of Changes in Stockholders’ Equity (Deficiency)
From Inception to April 30, 2009
(Amounts expressed in US Dollars)

F-8

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Consolidated Statements of Changes in Stockholders’ Equity (Deficiency)
From Inception to April 30, 2009
(Amounts expressed in US Dollars)