VetaNova Inc. - Quarter Report: 2009 July (Form 10-Q)

Yukon Gold Corporation - Form 10-Q - Prepared By TNT Filings Inc.

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

FORM 10-Q

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

For the quarterly period ended July 31, 2009

Commission file number 000-51068

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

Delaware	52-2243048
(State of incorporation)	(I.R.S. Employer Identification No.)

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

210-355-3233
(Registrant's telephone number including area code)

With a copy to:

Jonathan H. Gardner
Kavinoky Cook LLP
726 Exchange Street; Suite 800
Buffalo, NY 14210
Phone: 716-845-6000
Fax: 716-845-6474

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes Q No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer £	Accelerated filer £	Non-accelerated filer £	Smaller reporting company Q
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes £ No Q

The number of shares of registrant's common stock outstanding as of July 31, 2009 was 40,489,535

PART I – FINANCIAL INFORMATION

YUKON GOLD CORPORATION, INC.
(AN EXPLORATION STAGE MINING COMPANY)
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2009
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

TABLE OF CONTENTS

		Page No.
Interim Consolidated Balance Sheets as at July 31, 2009 (unaudited) and April 30, 2009 (audited)		F-2 to F3
Interim Consolidated Statements of Operations for the three months ended July 31, 2009 and July 31, 2008 and the period from Inception to July 31, 2009.		F-4
Interim Consolidated Statements of Cash Flows for the three months ended July 31, 2009 and July 31, 2008 and the period from Inception to July 31, 2009.		F-5
Interim Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) from Inception to July 31, 2009		F-6 to F8
Condensed Notes to Interim Consolidated Financial Statements		F-9 to F-19

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Consolidated Balance Sheets
As at July 31, 2009 and April 30, 2009
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

	July 31, 2009	April 30, 2009
	$	$
ASSETS	(unaudited)	(audited)
CURRENT ASSETS

Cash and cash equivalents	17,261	9,349
Prepaid expenses and other (Note 4)	18,290	64,852

		-
	35,551	74,201


PROPERTY, PLANT AND EQUIPMENT	34,717	33,898
	70,268	108,099

See condensed notes to the interim consolidated financial statements.

APPROVED ON BEHALF OF THE BOARD

/s/ J. L. Guerra, Jr.
J. L. Guerra, Jr., Director and Chairman

F-2

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Consolidated Balance Sheets As at July 31, 2009 and April 30, 2009
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

	July 31,		April 30,
	2009		2009
	$		$
LIABILITIES	(unaudited)		(audited)

CURRENT LIABILITIES

Accounts payable and accrued liabilities	212,644		234,134
Obligation under Capital Leases	2880		2,617
Total Current Liabilities	215,524		236,751

Long -Term Portion of:
Obligations under Capital Lease	2,753		2,471

TOTAL LIABILITIES	218,277		239,222
GOING CONCERN (Note 2)
COMMITMENTS AND CONTINGENCIES (Note 8)
RELATED PARTY TRANSACTIONS (Note 9)
SHAREHOLDERS’ DEFICIENCY

CAPITAL STOCK (Note 6)	4,049		4,049

ADDITIONAL PAID-IN CAPITAL	14,868,413		14,866,470

ACCUMULATED OTHER COMPREHENSIVE LOSS	(102,094	)	(95,220	)

DEFICIT, ACCUMULATED DURING THE EXPLORATION STAGE	(14,918,377	)	(14,906,422	)
	(148,009	)	(131,123	)
	70,268		108,099

See condensed notes to the interim consolidated financial statements.

F-3

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Consolidated Statements of Operations
For the three months ended July 31, 2009 and July 31, 2008 and the period from Inception to July 31, 2009
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

			For the three		For the three
			month		month
			period		period
	Cumulative		ended		ended
	since		July 31,		July 31,
	inception		2009		2008
	$		$		$

OPERATING EXPENSES
General and administration	6,909,509		114,131		366,810
Project expenses	9,063,831		5,454		1,171,909
Exploration Tax Credit	(605,716	)	-		-
Amortization	164,325		2,676		10,481
Loss on sale/disposal of property, plant and equipment	5,904		-
Gain on sale of mining property (note 7)	(110,306	)	(110,306	)

TOTAL OPERATING EXPENSES	15,427,547		11,955		1,549,200

LOSS BEFORE INCOME TAXES	(15,427,547	)	(11,955	)	(1,549,200	)

Income taxes recovery	509,170		-		-

NET LOSS	(14,918,377	)	(11,955	)	(1,549,200	)

Loss per share - basic and diluted			(0.00	))	(0.05	))

Weighted average common shares outstanding			40,489,535		29,534,035

See condensed notes to the interim consolidated financial statements

F-4

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Consolidated Statements of Cash Flows
For the three month period ended July 31, 2009 and July 31, 2008 and the period from Inception to July 31, 2009
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

			For the three month		For the three
	Cumulative		period		month period
	Since		ended		ended
	Inception		July 31, 2009		July 31, 2008
	$		$		$
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	(14,918,377	)	(11,955	)	(1,549,200	)
Items not requiring an outlay of cash:
Amortization and impairment	164,325		2,676		10,481
Loss on sale/disposal of capital assets	5,904		-		-
Registration rights penalty expense	188,125		-		-
Shares issued for property payment	772,826		-		58,887
Common shares issued for settlement of severance liability to ex-officer	113,130				-
Stock-based compensation	1,294,648		1,943		15,611
Compensation expense on issue of warrants	140,892		-		17,813
Issue of shares for professional services	860,023		-		7,500
Gain on sale of mining property	(110,306	)	(110,306	)	-
Issue of units against settlement of debts	20,077		-		-
Decrease (Increase) in prepaid expenses and other	(17,133	)	53,515		(5,331	)
Increase (Decrease) in accounts payable and accrued liabilities	212,154		(38,714	)	237,142
(Increase) Decrease in restricted cash	-		-		211,528



NET CASH USED IN OPERATING ACTIVITIES	(11,273,712	)	(102,841	)	(995,569	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment	(222,309	)	-		(38,978	)
Sale of available for sale securities	-				31,500
(Investment) sale in available for sale securities	-		-		(42,969	)
Proceeds from sale of mining property	110,306		110,306

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	(112,003	)	110,306		(50,447	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments from a shareholder	1180		-		-
Proceeds (Repayments) from Demand promissory notes	200,000		-		-
Proceeds from Convertible promissory notes converted	200,500		-		-
Proceeds from the exercise of stock options	61,000		-		-
Proceeds from exercise of warrants – net	450,309		-		-
Proceeds from subscription of warrants – net	525,680		-		-
Proceeds from issuance of units/shares – net	10,038,190		-		578,109
Proceeds (Repayments) from capital lease obligation	5,088		-		(1,761	) )

NET CASH PROVIDED BY FINANCING ACTIVITIES	11,481,947		-		576,348

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES	(78,971	)	447		(31,569	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FOR THE QUARTER	17,261		7,912		(501,237	)
Cash and cash equivalents, beginning of quarter	-		9,349		1,255,620

CASH AND CASH EQUIVALENTS, END OF QUARTER	17,261		17,261		754,383
INCOME TAXES PAID			-		-
INTEREST PAID			-		-

See condensed notes to the interim 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 July 31, 2009
(Amounts expressed in US Dollars)
(Unaudited -Prepared by Management)

							Deficit,
							Accumulated				Accumulated
	Number of		Common		Additional		during the				Other
	Common		Shares		Paid-in	Subscription	Exploration		Comprehensive		Comprehensive
	Shares		Amount		Capital	for Warrants	Stage		Income (loss)		Income (loss)
	#		$		$	$	$		$		$
Issuance of Common shares	2,833,377		154,063		-	-	-		-		-
Issuance of warrants	-		-		1,142	-	-		-		-
Foreign currency translation	-		-		-	-			604		604
Net loss for the year	-		-		-		(124,783	)	(124,783	)	-

Balance as of April 30, 2003	2,833,377		154,063		1,142	-	(124,783	)	(124,179	)	604

Issuance of Common shares	1,435,410		256,657		-	-	-		-
Issuance of warrants	-		-		2,855	-	-		-
Shares repurchased	(240,855	)	(5,778	)	-	-	-		-
Recapitalization pursuant to reverse acquisition	2,737,576		(404,265	)	404,265	-	-		-
Issuance of Common shares	1,750,000		175		174,825	-	-		-
Issuance of Common shares for Property Payment	300,000		30		114,212	-	-		-
Foreign currency translation	-		-		-	-	-		(12,796	)	(12,796	)
Net loss for the year	-		-		-	-	(442,906	)	(442,906	)	-

Balance as of April 30, 2004	8,815,508		882		697,299	-	(567,689	)	(455,702	)	(12,192	)

Issuance of Common shares for Property Payment	133,333		13		99,987	-	-		-		-
Issuance of common shares on Conversion of Convertible Promissory note	76,204		8		57,144	-	-		-		-

F-6

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Consolidated Statements of Changes in Stockholders’ Equity (Deficiency)
From Inception to July 31, 2009
(Amounts expressed in US Dollars)
(Unaudited -Prepared by Management)


Foreign currency translation	-	-	-	-			9,717		9,717
Net loss for the year	-	-	-	-	(808,146	)	(808,146	)	-

Balance as of April 30, 2005	9,025,045	903	854,430	-	(1,375,835	)	(798,429	)	(2,475	)

Stock based compensation - Directors and officers			216,416
Stock based compensation - Consultants			8,830
Issue of common shares and Warrants on retirement of Demand Promissory note	369,215	37	203,031
Units issued to an outside company for professional services settlement	24,336	2	13,384
Units issued to an officer for professional services settlement	12,168	1	6,690
Issuance of common shares for professional services	150,000	15	130,485
Units issued to shareholder	490,909	49	269,951
Units issued to a director	149,867	15	82,412
Units issued to outside subscribers	200,000	20	109,980
Issuance of common shares on Conversion of Convertible Promissory notes	59,547	6	44,654
Issuance of common shares on Exercise of warrants	14,000	2	11,998
Issuance of common shares on Conversion of Convertible Promissory notes	76,525	8	57,386
Private placement of shares	150,000	15	151,485
Issuance of Common shares for property payment	133,333	13	99,987
Issuance of common shares on Conversion of Convertible Promissory notes	34,306	4	25,905
Issuance of common shares on Exercise of warrants	10,000	1	8,771
Issuance of common shares on Conversion of Convertible	101,150	10	76,523

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)
(Unaudited -Prepared by Management)

Promissory notes
Issue of 400,000 Special Warrants net				371,680
Issue of 200,000 flow through warrants				154,000
Brokered private placement of shares- net	5,331,327	533	2,910,375
Brokered Private placement of flow through Shares- net	25,000	2	13,310
Exercise of stock options	10,000	1	5,499
Foreign currency translation	-	-	-				(2,687	)	(2,687	)
Net loss for the year	-	-	-		(1,855,957	)	(1,855,957	)	-
Balance at April 30, 2006	16,366,728	1,637	5,301,502	525,680	(3,231,792	)	(1,858,644	)	(5,162	)

Exercise of warrants	10,000	1	8,986
Exercise of warrants	45,045	5	40,445
Exercise of warrants	16,000	2	14,278
Common shares issued for settlement of severance liability to ex-officer	141,599	14	113,116
Exercise of warrants	43,667	4	39,364
Exercise of warrants	17,971	2	15,937
Exercise of warrants	43,667	4	38,891
Exercise of warrants	16,000	2	14,251
Exercise of warrants	158,090	16	141,616
Issue of common shares for property payment	43,166	4	53,841
Exercise of warrants	64,120	6	57,863
Exercise of warrants	61,171	6	53,818
Exercise of stock options	24,000	2	17,998
Issuance of common shares for professional services	342,780	34	438,725
Brokered private placement of units-net	400,000	40	363,960
Brokered private placement of units- net	550,000	55	498,923
Stock based compensation-Directors and Officers			451,273
Exercise of stock options	50,000	5	37,495

F-8

Issuance of common shares for property payment	133,334	13	99,987
Issuance of common shares for professional services	160,000	16	131,184
Issuance of common shares for professional services	118,800	12	152,052
Issue of shares for flow-through warrants	200,000	20	153,980		(154,000	)
Issue of shares for special warrants	404,000	41	375,679		(371,680	)
Issue of 2,823,049 flow- through warrants -net					1,916,374
Issue of 334,218 unit special warrants-net					230,410
Issue of 3,105,358 common shares for 2,823,049 flow through warrants	3,105,358	310	1,916,064		(1,916,374	)
Issue of 367,641 common shares for 334,218 unit special warrants	367,641	37	230,373		(230,410	)
Registration rights penalty expense			188,125
Foreign currency translation									(58,446	)	(58,446	)
Net loss for the year							(3,703,590	)	(3,703,590	)
Balance April 30, 2007	22,883,137	2,288	10,949,726		0		(6,935,382	)	(3,762,036	)	(63,608	)
Shares for property payment	136,364	13	57,239
Stock based compensation			584,328
Unrealized gain on available-for-sale securities net of deferred taxes									9,000		9,000
543,615 flow through units	543,615	54	227,450
1,916,666 units-net	1,916,666	192	698,110
1,071,770 flow through units	1,071,770	108	449,379
2,438,888 units-net	2,438,888	244	1,036,622
Expenses relating to issue of units			(141,080	)
Compensation expense on issue of warrants			123,079
Foreign currency translation									251,082		251,082
Net loss for the year							(4,953,775	)	(4,953,775	)
Balance as of April 30, 2008	28,990,440	2,899	13,984,853				(11,889,157	)	(4,693,693	)	196,474
Shares for property payment	476,189	48	58,839
Shares for property payment	6,838,906	684	187,916
Stock based compensation			31,858
Compensation expense on issue of warrants			17,813
4,134,000 flow through shares	4,134,000	413	577,696
Issuance of shares for professional services	50,000	5	7,495
Realized gain on available-for-sale securities									(9,000	)	( 9,000	)
Foreign currency translation									(282,694	)	(282,694	)
Net loss for the period							(3,017,265	)	(3,017,265	)	-
Balance as of April 30, 2009	40,489,535	4,049	14,866,470				(14,906,422	)	(3,308,959	)	(95,220	)
Stock based compensation			1,943
Foreign currency translation									(6,874	)	6,874	)
Net loss for the period							(11,955	)	(11,955	)
Balance as of July 31, 2009	40,489,535	4,049	14,868,413				(14,918,377	)	(18,829	)	(102,094	)

See condensed notes to the interim consolidated financial statements

F-9

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Interim Consolidated Financial Statements July 31, 2009
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

1. BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of all recurring accruals) considered necessary for fair presentation have been included. Operating results for the interim period are not necessarily indicative of the results that may be expected for the year ended April 30, 2009. Interim financial statements should be read in conjunction with the Company’s annual audited financial statements.

The interim consolidated financial statements include the accounts of Yukon Gold Corporation, Inc. (the “Company”) and its wholly owned subsidiary Yukon Gold Corp. (“YGC”). All material inter-company accounts and transactions have been eliminated.

2. GOING CONCERN

The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has no source for operating revenue and expects to incur significant expenses before establishing operating revenue. Because of continuing operating losses, negative working capital, stockholders’ deficiency and cash outflows from operations, the Company’s continuance as a going concern is dependent upon its ability to obtain adequate financing and to reach profitable levels of operation. In the event that the Company is unable to raise additional capital, as to which there is no assurance, the Company will not be able to continue doing business. The Company’s future success is dependent upon its continued ability to raise sufficient capital, not only to maintain its operating expenses, but to explore for reserves. There is no guarantee that such capital will be available on acceptable terms, if at all or if the Company will attain profitable levels of operation.

The Company is actively pursuing equity and short-term bridge loan financing, which may include financing backed by a pledge of some or all of the Company’s exploration property assets. The Company also is simultaneously exploring opportunities to effect business combinations or joint ventures involving additional mining assets that may provide opportunities for greater long-term financing.

These consolidated financial statements have been prepared in accordance with United States generally acceptable accounting principles applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying consolidated financial statements.

F-10

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Interim Consolidated Financial Statements July 31, 2009
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

3. NATURE OF OPERATIONS

The Company is an exploration stage mining company and has not yet realized any revenue from its operations. It is primarily engaged in acquisition, exploration and development of its mining properties located in the Yukon Territory in Canada. The Company has not yet determined whether these properties contain mineral reserves that are economically recoverable. The business of mining and exploring for minerals involves a high degree of risk and there can be no assurances that current exploration programs will result in profitable mining operations.

4. PREPAID EXPENSES AND OTHER

Included in prepaid expenses and other is an amount of $6,797 (CDN$7,324) being Goods & Services tax receivable from the Federal Government of Canada. Included in “prepaid expenses and other” is also a deposit of $nil (prior year: $148,928 (CDN $150,000) with a contractor for diamond drilling at drill sites to be selected by the Company.

5. CAPITAL STOCK

a) Authorized

150,000,000 of Common shares, $0.0001 par value.

b) Issued

40,489,535 Common shares.

F-11

5. CAPITAL STOCK-Cont’d

c) Changes to Issued Share Capital

Year ended April 30, 2009

On July 7, 2008, the Company issued 476,189 common shares in settlement of a property payment on the 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 which was valued at market price for $7,500.

On July 23, 2008, the Company closed a non-brokered private placement 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 private placement was exempt from registration under the Securities Act of 1933, pursuant to an exemption afforded by Regulation S. The flow-through shares were issued at market without any additional price charged for sale of taxable benefits.

The Company assumed the rights to acquire the Marg Property under a Property Purchase Agreement (“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 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 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.

Three months ended July 31, 2009

The Company did not issue any shares during the three month period ended July 31, 2009

F-12

6. STOCK BASED COMPENSATION

Per SEC Staff Accounting Bulletin 107, Topic 14.F, “Classification of Compensation Expense Associated with Share-Based Payment Arrangements” stock based compensation expense is being presented in the same lines as cash compensation paid.

The Company adopted a new Stock Option Plan at its shareholders meeting on January 19, 2007 (the “2006 Stock Option Plan”). The 2006 Stock Option Plan will be administered by the board of directors of the Company or, in the board of directors’ discretion, by a committee appointed by the board of directors for that purpose. The TSX approved the 2006 Stock Option plan on March 9, 2007.

Subject to the provisions of the 2006 Stock Option Plan, the aggregate number of shares which may be issued under the 2006 Stock Option Plan shall not exceed 2,000,000 shares ("Total Shares"). On March 18, 2008 at the 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 there under from 2,000,000 to 2,899,044. 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.

Under the 2006 Stock Option Plan, at no time shall: (i) the number of shares reserved for issuance pursuant to Stock Options granted to any one optionee exceed 10% of the Total Shares; (ii) the number of shares, together with all security based compensation arrangements of the Company in effect, reserved for issuance pursuant to Stock Options granted to any "insiders" (as that term is defined under the Securities Act (Ontario)) exceed 10% of the total number of issued and outstanding shares. In addition, the number of shares issued to insiders pursuant to the exercise of Stock Options, within any one year period, together with all security based compensation arrangements of the Company in effect, shall not exceed 10% of the total number of issued and outstanding shares.

F-13

6. STOCK BASED COMPENSATION-Cont’d

The purchase price (the “Price”) per share under each Stock Option shall be determined by the board of directors or a committee, as applicable. The Price shall not be lower than the closing market price on the TSX, or another stock exchange where the majority of the trading volume and value of the Shares occurs, on the trading day immediately preceding the date of grant, or if not so traded, the average between the closing bid and asked prices thereof as reported for the trading day immediately preceding the date of the grant; provided that if the shares have not traded on the TSX or another stock exchange for an extended period of time, the “market price” will be the fair market value of the shares at the time of grant, as determined by the board of directors or committee. The board of directors or committee may determine that the Price may escalate at a specified rate dependent upon the date on which an option may be exercised by the Eligible Participant.

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”).

Year ended April 30, 2009.

During the year ended April 30, 2009, the following stock options were granted under the 2006 stock option plan:

On July 28, 2008 the board of directors granted options to a consultant to acquire 250,000 shares, to vest 50,000 immediately and the balance of 50,000 each at three-month intervals. These options can be exercised over a period of five (5) years. The exercise price was set at $0.15 (CDN$0.15) per share. These options were granted under the Company’s 2006 stock option plan. On December 12, 2008, the Company and the consultant mutually agreed to terminate the agreement effective October 31, 2008 and cancelled the 250,000 options on January 31, 2009.

Three month period ended July 31, 2009

The company did not issue any stock options during the three month period ended July 31, 2009.

For this three month period ended July 31, 2009, the Company has recognized in the financial statements, stock-based compensation costs as per the following details. The fair value of each option used for the purpose of estimating the stock compensation is based on the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:

F-14

6. STOCK BASED COMPENSATION-Cont’d

19-

20-

28-

15-

28-

18-

14-

21-

25-

28-

Jan

Mar

Aug

Sept

Dec

Jan

Feb

Mar

Apr

July

2007

2008

TOTAL

Risk free rate

4.5%

5.0%

Volatility factor

94.49%

57.48%

98.67%

91.68%

92.20%

101.61%

45.19%

95.77%

94.92%

94.49%

97.44%

Stock-based

compensation

cost expensed

during the period

ended July 31,

2009

$1,943

Unexpended Stock

based compensation

cost deferred over

the vesting period

$nil

As of July 31, 2009 there was $nil of unrecognized expenses related to non-vested stock-based compensation arrangements granted. The stock-based compensation expense for the three month period ended July 31, 2009 was $1,943.

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

7. SALE OF MOUNT HINTON MINING PROPERTY CLAIMS:

The Mount Hinton Property is adjacent to the Keno Hill Mining Camp in central Yukon Territory. It consists of 186 staked claims under the Yukon Quartz Mining Act, covering approximately 9300 acres.

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.

F-15

7. SALE OF MOUNT HINTON MINING PROPERTY CLAIMS-Cont’d

The schedule of Property Payments and Work Program Payments made by the Company to July 31, 2009 is as follows:

PROPERTY PAYMENTS

On execution of the July 7, 2002 Agreement		$ 19,693 (CDN$ 25,000) Paid
On July 7, 2003		$ 59,078 (CDN$ 75,000) Paid
On July 7, 2004		$118,157 (CDN$ 150,000) Paid
On January 2, 2006		$125,313 (CDN$ 150,000) Paid
On July 7, 2006		$134,512 (CDN$ 150,000) Paid
On July 7, 2007		$141,979 (CDN$ 150,000) Paid
On July 7, 2008		$146,484 (CDN$ 150,000) Paid
TOTAL		$745,216 (CDN$850,000)

WORK PROGRAM-expenditures to be incurred in the following periods;

July 7/02 to July 6/03		$ 118,157 (CDN$ 150,000) Incurred
July 7/03 to July 6/04		$ 196,928 (CDN$ 250,000) Incurred
July 7/04 to July 6/05		$ 256,006 (CDN$ 325,000) Incurred
July 7/05 to Dec. 31/06		$ 667,795 (CDN$ 750,000) Incurred
Jan. 1/07 to Dec. 31/07		$ 937,383 (CDN$ 1,000,000) Incurred
Jan. 1/08 to Dec. 31/08		$1,047,779 (CDN$ 1,250,000)**Deferred
Jan. 1/09 to Dec. 31/09		$1,392,111 (CDN$ 1,500,000)
TOTAL		$4,616,159 (CDN$5,225,000)

F-16

7. SALE OF MOUNT HINTON MINING PROPERTY CLAIMS-Cont’d

**By letter agreement dated February 29, 2008, the Company gave notice to the Hinton Syndicate that all of the Work Program expenditures scheduled to be incurred by December 31, 2008 would be deferred until December 31, 2009. Subsection 2.2(f) of the Hinton Option Agreement provides that if Yukon Gold has earned at least 25% of the right, title and interest in the Property as provided for in Subsection 2.2(e) of the Hinton Option Agreement and is unable to meet its next year's Work Program expenditures as set out in Section 2.2 of the Hinton Option Agreement, it shall be entitled to extend the time required to incur the Work Program expenditures from year to year by giving notice to the Hinton Syndicate to such effect; provided that the full amount of the Work Program expenditures has been incurred by December 31, 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. The Hinton Syndicate paid the Company (i) $110,306 (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:

	If the payment is made to Yukon Gold within the 12- month anniversary of the Closing:		$89,453 (CDN$115,000)

	If the payment is made to Yukon Gold after the 12- month anniversary of the Closing but before the 24- month anniversary of the Closing:		$129,930 (CDN$140,000)

	If the payment is made to Yukon Gold after the 24- month anniversary of the Closing but before the 36- month anniversary of the Closing:		$153,132 (CDN$165,000)

	If the payment is made to Yukon Gold after the 36- month anniversary of the Closing but before the 48- month anniversary of the Closing:		$176,334 (CDN$190,000)

	If the payment is made to Yukon Gold after the 48- month anniversary of the Closing, it shall be increased by $23,202 (CDN$25,000) for each 12-month period following the 49-month anniversary of the Closing

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.

F-17

8. COMMITMENTS AND CONTINGENCIES

The Marg Property

In March 2005, the Company acquired rights to purchase 100% of the Marg Property, which consists of 402 contiguous mineral claims covering approximately 20,000 acres located in the Mayo Mining District of the Yukon Territory of Canada. Title to the claims is registered in the name of YGC.

The Company assumed the rights to acquire the Marg Property under a Property Purchase Agreement (“Agreement”) with Atna Resources Ltd. (“Atna”). Under the terms of the 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 Agreement for $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. On December 12, 2007 the Company paid $98,697 (CDN$100,000) being the next payment then due.

The Company has 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.

On April 2, 2007 the Company accepted a proposed work program, budget and cash call schedule for the Marg project. The Company has paid cash calls in the amount of $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.

F-18

8. COMMITMENTS AND CONTINGENCIES-Cont’d

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. On January 23, 2008 the Company was refunded $388,524 (CDN$390,000) as these funds were not needed for the Marg Project.

9. RELATED PARTY TRANSACTIONS

Three month period ended July 31, 2009

The Company and its subsidiary expensed a total of $nil in consulting fees & wages to three Company Directors, and $66,339 to three of its officers.

No director or officer exercised stock options during the three month period ended July 31, 2009.

Three month period ended July 31, 2008

The Company and its subsidiary expensed a total of $47,637 in consulting fees & wages to five Company Directors, and $85,248 to five of its officers.

No director or officer exercised stock options during the three month period ended July 31, 2008.

10. SUBSEQUENT EVENTS

The Company has reviewed its subsequent events up to September 18th, 2009. The subsequent events are as follows:

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.

On August 26, 2009, the Toronto Stock Exchange ("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 cease trade order was lifted as of September 15, 2009 upon filing by the Company of its annual report on Form 10-K for the year ended April 30, 2009.

F-19

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
FOR THE THREE MONTH PERIOD
ENDED JULY 31, 2009

Discussion of Operations & Financial Condition

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 July 31, 2009, we had accumulated losses of $14,918,377. 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.

SELECTED INFORMATION

		Three months ended			Three months ended
		July 31, 2009			July 31, 2008

Net Loss	$	11,955		$	1,549,200
Loss per share-basic and diluted	$	(0.00	)	$	(0.05	)


		As at			As at
		July 31, 2009			April 30, 2009

Total Assets	$	70,268			108,099
Total Liabilities	$	218,277			239,222
Cash dividends declared per share		Nil			Nil

Gain on sale of mining property

The only gain generated by the Company during the three month period ended July 31, 2009 was the sale of the Mount Hinton property for a total cash consideration of $110,306 (CDN$125,000). As all costs incurred in acquisition and exploration had been expensed, the entire cash proceeds are recognized as gain during the quarter.

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 three months ended July 31, 2009 is general and administrative expense of $114,131 as compared to $366,810 for the three months ended July 31, 2008. General and administrative expense decreased substantially due to Management’s endeavor to reduce costs.

(b) Project Expense

Included in operating expenses for the three months ended July 31, 2009 is project expenses of $5,454 as compared with $1,171,909 for the three months ended July 31, 2008. Project expense was a significant expense in the prior period where it represents approximately 75.6% of the total operating expense for the three months ended July, 2008. The Company incurred very little costs during this quarter due to lack of funding.

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.

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

The Hinton Syndicate paid the Company (i) $110,306 (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:

	If the payment is made to Yukon Gold within the 12- month anniversary of the Closing:		$89,453 (CDN$115,000)

	If the payment is made to Yukon Gold after the 12- month anniversary of the Closing but before the 24- month anniversary of the Closing:		$129,930 (CDN$140,000)

	If the payment is made to Yukon Gold after the 24- month anniversary of the Closing but before the 36- month anniversary of the Closing:		$153,132 (CDN$165,000)

	If the payment is made to Yukon Gold after the 36- month anniversary of the Closing but before the 48- month anniversary of the Closing:		$176,334 (CDN$190,000)

	If the payment is made to Yukon Gold after the 48- month anniversary of the Closing, it shall be increased by $23,202 (CDN$25,000) for each 12-month period following the 49-month anniversary of the Closing

Exploration

During the year ended April 30, 2009, the Company completed its acquisition of the Marg property and currently owns it outright. 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.

.For more information regarding our exploration activities on our properties during the fiscal year ended April 30, 2009, see Item 2 "Description of Property" in the 10K filed for year ended April 30, 2009.

Liquidity and Capital Resources

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

		July 31, 2009			July 31, 2008

Cash and cash equivalent	$	17,261		$	754,383
Working capital (deficit)	$	(179,973	)	$	623,616
Cash used in operating activities	$	(102,841	)	$	(995,569	)
Cash provided by (used in) investing activities	$	110,306		$	(50,447	)
Cash provided in financing activities		--		$	576,348

As at July 31, 2009 the Company had working capital deficit of $(179,973) as compared to a working capital of $623,616 in the previous period. During the current period the Company did not raise any funds. The Company however sold all its interests in the Mount Hinton Property for a consideration of $110,306 (CDN $125,000).

Off-Balance Sheet Arrangement

The Company has no Off-Balance Sheet Arrangement as of July 31, 2009.

Contractual Obligations and Commercial Commitments

a) The Marg Property

The Company has 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 $928,074 (CDN$1,000,000) in cash and/or common shares of the Company, or some combination thereof to be determined.

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.

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 at July 31, 2009. Based on such evaluation, the principal executive officer and principal financial officer of the Company, respectively, have concluded that, as of the end of the current quarter, 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 quarter ended July 31, 2009 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

(c)	Limitations on the Effectiveness of Controls. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

DISCLOSURE AND FINANCIAL CONTROLS AND PROCEDURES

The board of directors has concluded that the Company's disclosure controls and procedures are effective. There have been no significant changes in these controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Internal financial controls and procedures have been designed under the supervision of the Company's board of directors and reviewed by an independent auditor. The internal financial controls provide reasonable assurance regarding the reliability of the Company's financial reporting and preparation of financial statements in accordance with generally accepted accounting principals. There have been no significant changes in these controls or in other factors that could significantly affect these controls since they were instituted, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II-OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None.

Item 1A. RISK FACTORS

1.	WE HAVE VERY LIMITED WORKING CAPITAL AND MAY NOT BE ABLE TO CONTINUE TO COMPLY WITH APPLICABLE REGULATORY REQUIREMENTS AND THE REQUIREMENTS OF THE EXCHANGES ON WHICH OUR SHARES TRADE.

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 on 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.

2.	WE MAY HAVE TO PURCHASE ADDITION MINERAL PROPERTIES TO SECURE FINANCNG AND REMAIN VIABLE.

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.

3.	WE DO NOT HAVE AN OPERATING BUSINESS.

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.

4.	WE HAVE NO SOURCE OF OPERATING REVENUE AND EXPECT TO INCUR SIGNIFICANT EXPENSES BEFORE ESTABLISHING AN OPERATING COMPANY, IF WE ARE ABLE TO ESTABLISH AN OPERATING COMPANY AT ALL.

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.

5.	GOING CONCERN QUALIFICATION.

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.

6.	THERE ARE PENNY STOCK SECURITIES LAW CONSIDERATIONS THAT COULD LIMIT YOUR ABILITY TO SELL YOUR SHARES.

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.

7.	OUR BUSINESS IS SUBJECT TO CURRENCY RISKS.

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.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Item 5. OTHER INFORMATION

Item 6. EXHIBITS & REPORTS ON FORM 8-K

Exhibits

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1		Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In addition, the following report is incorporated by reference.

Current Report on Form 8-K "Item 2.01 - Completion of Acquisition or Disposition of Assets" dated May 21, 2009

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				By: /s/ J.L. Guerra, Jr.
Dated: September 18, 2009				J. L. Guerra, Jr.
				Chief Executive Officer

				By: /s/ Rakesh Malhotra
				Rakesh Malhotra
				Chief Financial Officer