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

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

~~55 York Street, Suite 401, Toronto,~~139 Grand River St. N,. PO Box 510
Paris, Ontario ~~M5J 1R7~~N3L 3T6 Canada
(Address of principal executive offices including zip code)

210-355-3233~~(416) 865-9790~~
(Registrant's telephone number including area code)

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

The number of shares of registrant's common stock outstanding as of ~~January~~October 31, 2009 was ~~33,650,629.~~40,489,535

PART I – FINANCIAL INFORMATION YUKON GOLD CORPORATION, INC. (AN EXPLORATION STAGE MINING COMPANY) INTERIM CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2009 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management) TABLE OF CONTENTS

	Page No.

Interim Consolidated Balance Sheets as at October 31, 2009 (unaudited) and April 30, 2009 (audited)	F-2 to F3

Interim Consolidated Statements of Operations for the six months and three months ended October 31, 2009 and October 31, 2008 and the period from Inception to October 31, 2009.	F-4

Interim Consolidated Statements of Cash Flows for the six months ended October 31, 2009 and October 31, 2008 and the period from Inception to October 31, 2009.	F-5

Interim Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) from Inception to October 31, 2009	F-6 to F9

Condensed Notes to Interim Consolidated Financial Statements	F-10 to F-25

YUKON GOLD CORPORATION, INC.

(~~AN EXPLORATION STAGE MINING COMPANY)~~
~~INTERIM CONSOLIDATED FINANCIAL STATEMENTS~~An Exploration Stage Mining Company)
~~JANUARY~~Consolidated Balance Sheets
As at October 31, 2009 and April 30, 2009
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Consolidated Statements of Operations
For the six months and three months ended October 31, 2009 and October 31, 2008 and
the period from Inception to October 31, 2009

(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
~~Interim~~ ~~Consolidated Balance Sheets~~
~~As at January~~Consolidated Statements of Cash Flows
For the six month period ended October 31, 2009 and ~~April 30,~~October 31, 2008 and
the period from Inception to October 31, 2009
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

~~APPROVED ON BEHALF OF THE BOARD~~
~~/s/Robert Van Tassell~~
~~Robert Van Tassell, Director~~

~~/s/~~ ~~J. L. Guerra, Jr.~~
~~J. L. Guerra, Jr., President, CEO and Director~~

~~YUKON GOLD CORPORATION, INC.~~
~~(An Exploration Stage Mining Company)~~
~~Interim~~ ~~Consolidated Balance Sheets~~~~As at January 31, 2009 and April 30, 2008~~
~~(Amounts expressed in US Dollars)~~
~~(Unaudited-Prepared by Management)~~

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

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

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

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

The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all ~~the~~ information and footnotes ~~required by~~necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles ~~for complete financial statements. In~~(GAAP); however, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, ~~all adjustments (consisting of all recurring accruals) considered~~ necessary for a fair ~~presentation have been included. Operating~~statement of the results for the interim ~~period are not necessarily indicative of the results that may be expected for the year ended April 30, 2009. Interim~~periods. The condensed interim consolidated financial statements should be read in conjunction with the consolidated financial statements and Notes thereto together with management’s discussion and analysis of financial condition and results of operations contained in the Company’s annual ~~audited~~report on Form 10-K for the year ended April 30, 2009. In the opinion of management, the accompanying condensed interim consolidated financial ~~statements.~~statements reflect all adjustments of a normal recurring nature considered necessary to fairly state the financial position of the Company at October 31, 2009 and April 30, 2009, the results of its operations for the three- and six-month periods ended October 31, 2009 and October 31, 2008, and its cash flows for the six-month periods ended October 31, 2009 and October 31, 2008. In addition, some of the Company’s statements in this quarterly report on Form 10-Q may be considered forward-looking and involve risks and uncertainties that could significantly impact expected results. The results of operations for the six -month period ended October 31, 2009 are not necessarily indicative of results to be expected for the full year.

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.

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, ~~shareholders’~~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. In addition, the Company’s auditors included a “going concern” qualification in their report included with the Company’s annual financial statement for the year ended April 30, 2008. This qualification may make it more difficult to obtain additional financing. 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.

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

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 ~~exploration~~development of its ~~two~~ mining properties ~~both~~ 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.

Under Canadian income tax regulations, a company is permitted to issue flow-through shares whereby the company agrees to incur qualifying expenditures and renounce the related income tax deductions to the investors. Notwithstanding that, there is no specific requirement to segregate the funds. The flow-through funds, which are unexpended at the consolidated balance sheet date are considered to be restricted and are not considered to be short-term deposits or cash or cash equivalents. As of January 31, 2009 and April 30, 2008 unexpended flow-through funds were $nil (as of April 30, 2008 unexpended flow-through funds were $817,092).

Included in ~~“prepaid~~prepaid expenses and ~~other” as of January 31, 2009,~~other is an amount of ~~$11,670~~$9,381 (CDN$~~14,314)~~10,149) 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. Also included in prepaid expenses is an amount of $6,932 (CDN$7,500) being the NEX yearly listing fee.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)

~~Condensed~~ Notes to Interim Consolidated Financial Statements
~~January~~October 31, 2009
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

On July 7, 2007 the Company issued 136,364 common shares in settlement of a property payment on the 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 balance 60% payment was paid in cash.

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$862,500) 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 $18,600 (CDN$20,000).

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

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 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 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”).

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.~~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~~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 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 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.

During the six month period ended October 31, 2009, the Company received subscriptions for 1,100,000 common shares at $0.04 per share for a total consideration of $44,000 through a non-brokered private placement. The Company ~~did~~has not ~~issue~~issued any ~~capital stock~~shares during the ~~quarter~~six month period ended ~~January~~October 31, 2009.

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

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.

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 thereunder from 2,000,000 to 2,899,044.

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 theSecurities 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.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)

~~Condensed~~ Notes to Interim Consolidated Financial Statements
~~January~~October 31, 2009
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

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 tenyears (or such shorter or longer period as is permitted by the TSX) (the “Option Period”).

During the ~~nine month period~~year ended ~~January 31,~~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.

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

For this six month period ended October 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:

As of ~~January~~October 31, 2009 there was ~~$9,328~~$nil of unrecognized expenses related to non-vested stock-based compensation arrangements granted. The stock-based compensation expense for the ~~nine-month~~six month period ended ~~January~~October 31, 2009 was ~~$28,399.~~$5,869.

On June ~~11, 2008,~~24, 2009 the Company cancelled 200,000 ~~stock~~ options ~~held by~~granted to a former ~~officer.~~officer of the Company.

On ~~December 12, 2008,~~August 4, 2009 the Company recognized the expiration of 240,000 options granted to a former director of the Company and ~~a consultant mutually agreed~~cancelled 100,000 options granted to ~~terminate the consulting agreement effective~~such former director.

On October ~~31, 2008 which resulted in the cancellation of 250,000 stock options on January 31, 2009.~~

~~Subsequent to the quarter ended January 31, 2009, on March 11,~~24, 2009, the Company cancelled ~~150,000 stock~~200,000 options ~~held by a former director.~~issued to an officer of the Company.

During the nine month period ended January 31, 2009, the Company sold the balance of 450,000 shares of Industrial Minerals, Inc. at an average selling price of $.0655 for a total consideration of $29,460 in the open market.

~~a) Mount Hinton Property Mining Claims~~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~~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 iswas between the Company, its ~~wholly-owned~~wholly owned subsidiary YGC and the Hinton Syndicate.

YGC must make scheduled cash payments and perform certain work commitments to earn up to a 75% interest in the mineral claims, subject to a 2% net smelter return royalty in favor of the Hinton Syndicate, as further described below.

The schedule of Property Payments and Work ~~Programs are~~Program ayments made by the Company to October 31, 2009 is as follows:

By letter agreement dated August 17, 2006, the Hinton Syndicate agreed to allow the Company to defer a portion of the Work Program expenditure scheduled to be incurred by December 31, 2006. The agreement to defer such Work Program expenditures was due to the mechanical break-down of drilling equipment and the unavailability of replacement drilling equipment at the Mount Hinton site. As a result, the Company was allowed to defer the expenditure of approximately $220,681 (CDN$235,423) until December 31, 2007. The Company had incurred that expenditure in addition to the expenditure for January 1 to December 31, 2007 as at October 31, 2007. All other Property Payments and Work Program expenditures due have been made and incurred.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)

~~Condensed~~ Notes to Interim Consolidated Financial Statements
~~January~~October 31, 2009
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

**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.

~~Provided all Property Payments have been made that are due prior to~~On May 21, 2009, the ~~Work Program expenditure levels being attained,~~Company, through its wholly owned subsidiary, YGC, ~~shall have earned a:~~

~~YGC earned a 50%~~sold its interest in the Mount Hinton Property to the Hinton Syndicate. All of the claims ~~covered~~comprising the Mount Hinton Property were conveyed by the ~~Hinton Option Agreement as at October 31, 2007. In some cases, payments made~~Company’s subsidiary to ~~service providers include amounts advanced to cover the cost of future work. These advances are not loans but are considered “incurred” exploration expenses under the terms~~a member of the Hinton ~~Option Agreement. Section 2.2(a)~~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-	$106,294
month anniversary of the Closing:	(CDN$115,000)

If the payment is made to Yukon Gold after the 12-	$129,402
month anniversary of the Closing but before the 24-	(CDN$140,000)
month anniversary of the Closing:

If the payment is made to Yukon Gold after the 24-	$152,509
month anniversary of the Closing but before the 36-	(CDN$165,000)
month anniversary of the Closing:

If the payment is made to Yukon Gold after the 36-	$175,617
month anniversary of the Closing but before the 48-	(CDN$190,000)
month anniversary of the Closing:

If the payment is made to Yukon Gold after the 48-
month anniversary of the Closing, it shall be increased
by $23,107 (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 Option Agreement defines the term, “incurred” as follows: “Costs shall be deemed to have been “incurred” when YGC has contractually obligated itself to pay for such costs or such costs have been paid, whichever should first occur.” Consequently, the term, “incurred” includes amounts actually paid and amounts that YGC has obligated itself to pay.

The Hinton Option Agreement contemplates that upon the earlier of: (i) a production decision or (ii) investment of $4,418,421 (CDN$5,225,000) or (iii) YGC has a minority interest and decides not to spend any more money on the project, YGC's relationship with the Hinton Syndicate will become a joint venture for the further development of the property. Under the terms of the Hinton Option Agreement, the party with the majority interest would control the joint venture. Although YGC had earned a 50% interest as at October 31, 2007, if the relationship is converted to a joint venture currently, YGC's interest would automatically be reduced to a 45% interest in the joint venture (by the terms of the Hinton Option Agreement) and the Hinton Syndicate ~~would control~~became responsible for any reclamation costs imposed by the ~~joint venture. Once~~government of Yukon in connection with the ~~75%~~work permit. As of May 21, 2009, Yukon Gold and its subsidiary have no further interest ~~is earned, as described above, YGC has a further option~~or obligations with respect to ~~acquire~~ the ~~remaining 25% interest in the mineral claims for a further payment of $4,076,641 (CDN$5,000,000).~~Mount Hinton Property.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)

~~Condensed~~ Notes to Interim Consolidated Financial Statements
~~January~~October 31, 2009
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

8.

The Hinton Option Agreement provides that the Hinton Syndicate receives a 2% “net smelter return royalty.” In the event that the Company exercises its option to buy-out the remaining 25% interest of the Hinton Syndicate (which is only possible if the Company has reached a 75% interest, as described above) then the “net smelter return royalty” would become 3% and the Hinton Syndicate would retain this royalty interest only. The “net smelter return royalty” is a percentage of the gross revenue received from the sale of the ore produced from the mine less certain permitted expenses.

~~The Hinton Option Agreement entitles the Hinton Syndicate to recommend for appointment one member to the board of directors of the Company.~~

~~The Hinton Option Agreement provides both parties (YGC and the Hinton Syndicate) with rights of first refusal in the event that either party desires to sell or transfer its interest.~~

The Hinton Syndicate members each have the option to receive their share of property payments in stock of the Company at a 10% discount to the market. YGC and the Company have a further option to pay 40% of any property payment due after the payment on January 2, 2006 with common stock of the Company. On July 7, 2007 the Company issued 136,364 common shares, with the approval of the TSX, in settlement of 40% of the property payment due on July 7, 2007. 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 $84,727 (CDN$90,000) balance was paid in cash to the members of the Hinton Syndicate on July 7, 2007. This entire issuance of shares and cash payment was expensed as project expense. 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 $0.126 (CDN$0.126) each. The balance of the property payment in the amount of $88,331 (CDN$90,000) was paid in cash.

The Hinton Option Agreement pertains to an “area of interest” which includes the area within ten kilometres of the outermost boundaries of the 273 mineral claims, which constitute our mineral properties. Either party to the Hinton Option Agreement may stake claims outside the 273 mineral claims, but each must notify the other party if such new claims are within the “area of interest.” The non-staking party may 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 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 April 2, 2007 the Company accepted a proposed work program, budget and cash call schedule for the Mount Hinton project which was revised on May 15, 2007. The Company paid cash calls in the amount of $2,152,317 (CDN$2,105,200) for the 2007 Work Program. The Company had approximately $70,304 (CDN$75,000) on deposit left over from the 2006 cash call schedule.

On May 15, 2007 the Company paid $180,164 (CDN$200,000), on June 15, 2007 the Company paid $202,684 (CDN$225,000), being two of the four cash call payments. Due to delays in the drilling program the third payment of $635,123 (CDN$600,000), which was due on July 31, 2007 was changed to August 31, 2007. On August 15, 2007 the Company paid $97,259 (CDN$91,880) towards the third cash call payment for the Mount Hinton 2007 Work Program. On August 31, 2007 the Company re-allocated $537,864 (CDN$508,120) being the balance of the third cash call payment from cash call funds previously allocated to the Marg Project. These re-allocated funds were not needed for the Marg Project. The fourth payment of $428,919 (CDN$405,200) which was originally due on August 15, 2007 was changed to and paid on September 15, 2007.

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: ~~$163,066~~$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 ~~$163,066~~$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 ~~permits~~permitted the Company to pay Atna $19,980 (CDN$25,000) in cash on December 12, 2008 (paid) and ~~$183,449~~$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 ~~$815,328~~$924,300 (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.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)

~~Condensed~~ Notes to Interim Consolidated Financial Statements
~~January~~October 31, 2009
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

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~~reallocated 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.

c) On ~~August 15, 2007~~September 17, 2009, the Company, ~~entered into~~Bellhaven Copper and Gold, Inc. (“Bellhaven”) and Minera Cerro Quema S.A., a private company organized under the laws of Panama that is a subsidiary of Bellhaven (“Minera”) fully executed a Memorandum of Understanding (the “MOU”) dated as of September 15, 2009 pursuant to which Bellhaven granted to the Company an ~~investor relations marketing agreement with~~option to buy a ~~consultant~~75% equity interest in Minera. Minera owns the Cerro Quema development stage gold project located the Tonosi, Province of Los Santos, Republic of Panamá. The MOU called for a ~~one year term, with the option to renew for an additional 12 months. In return for services rendered,~~60-day due diligence period during which the Company ~~will pay~~was required to make a series of non-refundable deposits totaling $400,000 as milestones for due diligence and development of definitive documents . The total consideration for the ~~consultant $1,992 (CDN$2,000) per month.~~Minera interest was $19,915,000, which included the purchase price and project financing to be provided by the Company. Upon exercise of the "Option to Purchase" Yukon Gold would own 75% of the outstanding shares of Minera and Bellhaven would hold the remaining 25%. The Property was also subject to a 2% NSR (net smelter royalty) in favor of Compania de Exploracion Minera S.A. and a 9% NPI in favor of Bellhaven. Yukon Gold agreed to purchase the 9% NPI from Bellhaven for consideration of $75,000, payable at Closing. While it performed due diligence, the Company was seeking financing for the transaction. On ~~August 31, 2007~~September 21, 2009 the Company paid ~~$3,787 (CDN$4,000)~~$37,500 of the $75,000 being the first ~~and last payments of the contract. On September 15, 2007~~non-refundable due diligence deposit milestone. October 5, 2009 the Company paid ~~$1,941 (CDN$2,000) and on~~the balance $37,500. Subsequent to the quarter ended October ~~15, 2007~~31, 2009 the Company ~~paid $2,048 (CDN$2,000), being~~was unable to complete its due diligence, or to make the ~~second and third payments respectively.~~balance of the non-refundable due diligence deposits, or to raise the $19,915,000. On November ~~15, 2007~~13, 2009 Bellhaven issued a press release stating that they were terminating the Company paid $2,030 (CDN$2,000) being the fourth payment of the contract. On December 14, 2007 the Company paid $1,967 (CDN$2,000) and on January 15, 2008 the Company paid $1,967 (CDN$2,000), being the fifth and sixth payments of the contract respectively. In addition, the consultant has been granted an option to purchase 125,000 shares of the Company at $0.45 (CDN$0.45) per share,MOU with the ~~option vesting in equal quarterly amounts~~Company.

On October 1, 2009 the Company’s board of ~~31,250 shares on November 15, 2007, February 15, 2008, May 15, 2008 and~~directors ratified a retainer agreement (the “Agreement”) dated August 15, 2008, and the first exercise date being August 15, 2008 and an expiry date of August 15, 2010. On February 12, 2008 the Company terminated the contract and the Company received a refund on March 11, 2008 of $1,295(CDN$1,300) previously paid on August 31, 2007 to cover the last payment of the one year term. The 31,250 options granted under the contract to vest on each of May 15, 2008 and August 15, 2008 respectively were also cancelled.

~~d) On December 5, 2007 the Company entered into an agreement~~28, 2009 with a ~~consultant~~Panamerican corporation (the “Consultant”) to ~~create investor awareness~~provide certain exclusive advisory services for financing, acquisition, collaboration, product or services sales transactions and strategies, for a period of ~~six~~twelve (12) months ~~commencing on December 5, 2007 for~~(the “Term”) from the date of execution. If at any time during the Term the Company wishes to terminate the exclusivity of the Consultant, the Company will give the Consultant ten (10) days prior written notice and pay the Consultant $200,000. The Agreement states that a monthly cash fee of ~~$20,000~~$50,000 and ~~300,000 restricted common shares to~~the Consultant’s out-of-pocket expenses shall accrue and be ~~issued~~payable only at such time as the Company secures a minimum of $5,000,000 in ~~equal tranches of 50,000 shares at the end of each month~~financing during the ~~term~~Term of this agreement at which time the ~~agreement. On December 6, 2007~~total amount accrued shall be due and payable in full without interest. In the event that the Company ~~received conditional approval from the TSX~~fails to issue the 300,000 restricted shares as per the terms of the agreement. The consulting fee of $20,000 was paid on December 11, 2007. The Company had accrued the expense of $22,000 for 100,000 shares to be issued to January 31, 2008. Due to non-performance of the agreement by the consultant, the Company has obtained legal opinion that it is not obligated to issuetimely pay any of the ~~restricted 300,000 common shares. The consulting expense accrual for $22,000 set up during the quarter ended January 31, 2008 was reversed and credited back to income~~compensation, as defined in the ~~quarter ended April 30, 2008.~~Agreement, each shall bear interest at the rate of six percent (6%) until paid in full. The ~~Company~~Consultant has ~~also paid~~ the ~~requisite fee~~right upon written notice to the ~~TSX for cancellation~~Company of ~~all~~its election to receive gold or other minerals in lieu of ~~these shares.~~cash prior to or concurrent with the closing of any financing transactions (“Financing Transactions”). Compensation payable in kind shall not bear any interest.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)

~~Condensed~~ Notes to Interim Consolidated Financial Statements
~~January~~October 31, 2009
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

~~e) Effective~~If an acquisition or divestiture is consummated during the Term of the Agreement or for a period of one (1) year thereafter, the Company shall pay a transaction fee (“TF”) to the Consultant based on the following transaction values (“TVs”): (i) 5% TF up to and including $1,000,000 TVs, plus (ii) 4% TF on all TVs from $1,000,000 to $1,999,999, plus (iii) 3% TF on all TVs from $2,000,000 to $2,999,999, plus (iv) 2% on all TVs from $3,000,000 to $3,999,999, plus (v) 1% on all TVs from $4,000,000 to $4,999,999, plus (vi) 1% on all TVs equal to and exceeding $5,000,000. During the Term of the Agreement or for a period of one (1) year after termination, the Company will pay the Consultant a finder’s fee equal to two percent (2%) of the total amount of each and every Financing Transaction successfully undertaken by the Company. In addition the Company shall grant to the Consultant options to purchase that number of shares of the Company’s common stock determined by multiplying two percent (2%) equal to the total number of equity shares placed/and or issued, or if convertible debt, two percent (2%) of the number of common equity shares as if the convertible debt was converted at its earliest possible date. Such options shall be exercisable for a period of ~~December 15, 2007~~five (5) years at an exercise price equal to the five-day weighted average trading price (WATP) for the five (5) consecutive trading days immediately prior to the granting of the Company’s stock options. In addition to the foregoing fees, the Company shall grant to the Consultant a fully-vested option (“Equity Fee”) to acquire a number of shares equal to eight and one-half percent (8.5%) of the total common shares issued and outstanding at the time of the execution of the Agreement. Such options shall be exercisable for a period of five (5) years at an exercise price equal to the five-day WATP for the five (5) consecutive trading days immediately prior to the granting of the Company’s stock options. The number of stock options shall be subject to any and all adjustments of the common shares during the five-year exercise period. Upon the Company entering into any definitive agreement, during the Term, to acquire any properties/projects, as defined in the Agreement, an additional fully-vested performance option shall be granted to the Consultant to acquire a number of shares equal to eight and one-half percent (8.5%) of the then issued and outstanding common shares of the Company. Such options shall be exercisable for a period of five (5) years at an exercise price equal to the five-day WATP for the five (5) consecutive trading days immediately prior to the execution of the definitive agreement. The number of performance options shall be subject to any and all adjustments of the common shares during the five-year exercise period. If any acquisition transaction is contemplated by the Company during the Term or for a period of one (1) year after the Company will grant to the Consultant the absolute right to participate, on a pro rata basis, in up to a ten percent (10%) interest in the Company’s acquisition. The Consultant shall also be responsible for all pro rata future development and operating costs of said acquisition when paid by the parties owning the other 90% interests. Notwithstanding anything within the Agreement to the contrary, any stock or equity-based compensation must be pre-cleared by the Toronto Stock Exchange (TSX). If any Financing Transaction(s) described in paragraphs 2 A and B of Schedule A to this Agreement are concluded during the Term, or for a period of one (1) year thereafter, provided such Financing Transaction(s) results from parties identified in writing by the Consultant in performing the Services, the Company will pay to the Consultant, or a designee of the Consultant, the following: (i) with respect to any equity financing, a cash fee equal to seven percent (7%) of the total amount of the Financing Transaction (gross proceeds, without offset for costs or fees), (ii) with respect to any debt financing, a cash fee equal to four percent (4%) of the total amount of such Financing Transaction (gross proceeds, without offset for costs or fees), and (iii) in addition, upon the completion of any Financing Transaction of the Company or its, parents, subsidiaries or affiliates, the Company shall grant to the Consultant the right and option to purchase that number of shares, units or interests in the Company determined by dividing five percent (5%) of the amount of the Financing Transaction by an amount equal to equal to the five-day WATP for the five (5) consecutive trading days immediately prior to the payment of Yukon Gold Corporation stock options.

Such rights shall be exercisable, for a period of five (5) years, from date of issue and shall possess “most favored nation” registration rights, i.e., registration rights equal to the best/most favorable rights/treatment of any issued/outstanding registration rights provisions applicable to any securities of the Company, specifically including, but not limited to demand and “piggy back” registration rights, including the right to include such shares in any offering undertaken by the Company, i.e., “tag-along” rights. Such Fee shall be paid by the Company to the Consultant within ten (10) calendar days after the closing of each Financing Transaction, or, if such Financing Transaction closes in several tranches, within ten (10) calendar days after the closing of each tranche, until paid in full.

On October 1, 2009 the Company’s board of directors ratified a letter agreement dated September 10, 2009 with a former officer to act as an agent to facilitate the sale of the Company’s Marg property and to secure bridge loan financing. The Company has agreed to pay the agent a fee equal to five percent (5%) of the transaction value of each completed transaction. The letter agreement has a term of three months. Subsequent to the quarter ended Oct 31, 2009 the letter agreement terminated. The Company is obligated to pay a fee of $11,550 (CAD $12,500) for the services provided by the agent on sale of the property.

On October 1, 2009 the Company’s board of directors ratified a consulting agreement (the “Agreement”), dated September 20, 2009, with an individual to provide services as a special advisor (the “Consultant”). The Agreement states that the Consultant will receive 450,000 restricted common shares no later than ten (10) business days from the date of signing the Agreement. During the quarter and subsequent to the period ended October 31, 2009 the Company has not issued these shares to the Consultant but the Company has expensed the cost at fair value using guidance as per EITF 96-18. The Consultant is entitled to receive a cash fee of two and one-half percent (2.5%) on the aggregate value of a financing(s) or transaction(s) entered into by the Company during the term of the Agreement or within the twelve (12) months following the term of this Agreement if the discussions regarding the financial transaction(s) were initiated by the Consultant during the term of this Agreement. Further it was agreed that the Consultant would receive a bonus of up to 1,000,000 restricted common shares of the Company of any financing or transaction, such bonus to be awarded on transactions values (“TV”) as follows: (i) up to a $1,000,000 TV, 200,000 shares (ii) between a $1,000,000 up to a $6,000,000 TV, an additional 300,000 shares and (iii) over a $6,000,000 TV, an additional 500,000 shares. Upon receipt of an itemized invoice the Consultant will be reimbursed for all traveling and other actual legitimate expenses. The Agreement is for a three month minimum term and may be extended by the mutual agreement of both parties in writing. As of the date of these statements, the Consultant was not successful in raising any financing.

On October 1, 2009 the Company’s board of directors ratified an engagement letter dated September 24, 2009 with two limited market dealers (collectively referred to herein as the “Agents”) to arrange a bridge financing, within two weeks of signing the engagement letter, in the amount of $500,000 related to the $400,000 due diligence payments agreed to in the Bellhaven MOU and to provide working capital. In exchange for the Agents successfully completing the bridge financing the Company agreed to pay the Agents collectively a fee of ten percent (10%) and issue common share purchase warrants (“Broker Warrants”) equal to ten percent (10%) of the total units sold by the Agents under the financing. Each Broker Warrant entitles the holder to acquire one additional common share of the Company for a period of 24 months from the date of issue exercisable at a price of $0.05 per share. The Company also agreed to reimburse the Agents for out of pocket expenses. The engagement letter has a term of six months and is non-exclusive. Either party may terminate the agreement upon 30 days written notice. As of the date of these statements, the Agents were not successful in raising any of the $500,000.

On September 28, 2009 the Company entered into ~~a consulting~~an employment agreement (“Agreement”) with ~~Ronald Mann~~Douglas Oliver (the ~~“Mann Agreement”~~“Employee”)~~, pursuant~~ to ~~which Mr. Mann was retained~~serve as ~~the Company's~~it’s President and Chief Executive Officer. ~~The board~~During the employment term, the Company will pay the Employee a base salary at the annual rate of ~~directors~~one hundred and eighty thousand ($180,000) dollars per year ("Base Salary"). Half of the ~~Company appointed Mr. Mann to fill a vacancy on~~Employee’s Base Salary shall be deferred and shall accrue interest at the board of directors, also effective as of December 15, 2007. The Mann Agreement has a one-year term commencing on December 15, 2007, and is automatically renewable thereafter, unless terminated pursuantLIBOR rate plus five percent (5%). Deferred Base Salary shall be payable to the ~~terms~~Employee with interest no sooner than the Cerro Quema gold project entering production but may be further deferred at the Employee’s discretion. In the event that this Agreement is terminated for any reason, the Employee shall be entitled to all deferred Base Salary, with interest, to be paid within three (3) months of such termination. The Agreement further states that the Employee immediately shall be awarded 250,000 shares of the ~~Mann Agreement. Pursuant~~Company’s common stock, however during the quarter and subsequent to the ~~Mann Agreement,~~period ended October 31, 2009 the ~~parties agreed~~250,000 shares have not been issued to the Employee, but the Company has expensed the cost at fair value using guidance as per EITF 96-18. The Employee acknowledges that ~~Mr. Mann~~such shares will be “restricted shares” subject to limitations on re-sale. The Employee further acknowledges that he will be considered as affiliate for purposes of Rule 144. The Company agrees to register such shares as part of any registration statement it files under the Securities Act of 1933. Additional stock options shall be awarded to Employee based upon the Company’s achieving certain production goals and in accordance with the Company’s 2006 Stock Option Plan. Employee and the Company shall ~~indicate their respective intentions to renew~~agree upon the ~~term after~~goals and option amounts within two (2) months of the ~~passage~~execution of ~~eight (8) months from~~this Agreement. As of the date of these statements, the ~~Mann Agreement. Pursuant~~option amounts were not agreed upon. The Employeemay terminate employment at any time after providing forty-five (45) days’ prior written notice 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”).Company. 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 $20,384 (CDN$25,000), payable in two installments. $10,192 (CDN$12,500) was paid on December 12, 2008 and the balance of $10,192 (CDN$12,500) is due on April 15, 2009.

f) 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 has a six-month term commencing on December 18, 2007 and is automatically renewable thereafter, unless terminated pursuant to the terms of the Ryan Agreement. Pursuant to the Ryan Agreement, Mr. Ryan will receive 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 $6,523 (CDN$8,000) per month. The letter agreement further states that either party may terminate the ~~agreement with 15 days notice.~~

~~g) On February 11, 2008 by letter engagement agreement the Company contracted the services of a Corporate Secretarial company~~Employee's employment without cause at any time after providing written notice to ~~fill the role of Mrs. Lisa Rose during her maternity leave for a monthly fee of $1,101 (CDN$1,350) plus eligible expenses.~~

~~h) On February 18, 2008 the Company~~Employee 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 contractorpaying all unpaid salaries and on August 30, 2008 the drilling program was demobilized. The balance of the deposit in the amount of $8,362 (CDN$10,256) is being held by the diamond drilling company as a deposit on the 2009 drilling program.benefits.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)

~~Condensed~~ Notes to Interim Consolidated Financial Statements
~~January~~October 31, 2009
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

~~i) On March 10, 2008~~In addition, an amount equal to twelve (12) months of Base Salary (at the rate in effect as of the date of the Employee’s termination without cause) will be paid to the Employee if this Agreement is terminated by the Company ~~entered into a contract with a global mining consultancy business for a scoping study and to prepare a report pursuant~~at any time prior to the ~~terms~~second anniversary of ~~Canadian National Instrument 43-101, regarding~~ the ~~Marg Deposit at an estimated cost~~date of ~~$76,675 (CDN$81,300). The Company paid $18,579 (CDN$18,713) at April 30, 2008. During the quarter ended July 31, 2008 the Company paid an additional $41,042 (CDN$42,027). During the quarter ended~~this Agreement.

On October ~~31, 2008 the Company paid a further $17,054 (CDN$20,542) to the consultant. During the quarter ended January 31,~~23, 2009 the Company ~~paid~~accepted a ~~final $28,698 (CDN$35,198)~~letter agreement (the “Agreement”) dated October 21, 2009 with an exclusive placement agent (the “Agent”) in connection with the offer and proposed sale (the “Financing(s)”) of the Company’s common shares (the “Equity Securities”) on an Efforts Basis. The Agreement continues until February 21, 2010 (the “Term”) with a further 24-month tail period (the “Tail Period”). For the Agents services the Company agrees to pay a cash placement fee (the “Cash Fee”) equal to seven percent (7%) of the gross proceeds of the Financing(s) completed during the Term, except for those completed under the consulting agreement dated September 20, 2009. In addition the Agent shall also receive broker warrants (the “Broker Warrants”) entitling the Agent to purchase from the Company such number of common shares as is equal to seven percent (7%) of the number of Equity Securities issued in the Financing (together with the Cash Fee set forth herein, the “Financing Fee”). The Broker Warrants shall be assignable and shall expire 24 months from the date of issuance. The exercise price of the Broker Warrants shall be equal to the ~~consultant~~purchase price of the Equity Securities sold under the Financing. For financings completed under the consulting agreement dated September 20, 2009, the Agent will receive 20% of the fees, cash and ~~advised~~broker warrants, paid under said consulting agreement, payable upon closing of the ~~consultant~~financing. The Agreement states further that the Company ~~wished~~grants to ~~cease work~~the Agent a first right of refusal to act as any future financings for a period of twelve (12) months commencing on the ~~project at this time.~~

~~j) On March 25, 2008~~closing of the Financing. The Agreement also states that the Company shall pay to the Agent the Financing Fee in respect of each Financing completed or entered into ~~a consulting agreement with Gary Cohoon (the “Cohoon Agreement”) pursuant to which Mr. Cohoon was retained as Vice-President, Exploration,~~during the Tail Period. As of the ~~Company. The Cohoon Agreement has a one-year term commencing on March 25, 2008 and is automatically renewable thereafter, unless terminated pursuant to its terms. Pursuant to~~date of these statements, the Cohoon Agreement, Mr. Cohoon will receive an annual consulting fee of $114,146 (CDN$140,000). Additionally, Mr. Cohoon received 200,000 options to purchase shares of the Company's common stock (the “Cohoon Options”). The Cohoon Options fully vested upon issuance and have an exercise price of $0.18 (CDN$0.22) . Effective January 1,Agent was not successful in raising any financing.

On October 26, 2009 ~~Mr. Cohoon has been billing the Company at an hourly rate only for time spent.~~

k) On April 10, 2008 by letter agreement the Company procured the services of Galina Morozova through a contract position as a Geologist with YGC, the Company’s wholly-owned subsidiary commencing April 15, 2008 until August 31, 2008. Ms. Morozova received $6,454 (CDN$6,500) per month until the project began at the Marg Property on approximately June 15, 2008, whereupon Ms. Morozova received $405 (CDN$500) per day plus expenses for the duration of the term of the letter agreement. The contract position ended on August 28, 2008.

~~l) On April 29, 2008~~ the Company entered into a letter agreement with ~~R. Andrew Hureau~~a former officer to act as a consultant providing accounting and administration services for ~~a contract position as Senior Geologist with YGC, the Company’s wholly-owned subsidiary. Mr. Hureau’s position commenced on May 1, 2008 at a rate of $623~~$1,849 (CDN$~~750)~~2,000) per ~~day plus expenses. The letter agreement states that the term is on commencement~~month and ~~for the duration of drilling on the Marg Project, approximately mid June, 2008~~ to ~~the end of August, 2008, on a regular schedule. The contract position ended on September 3, 2008.~~

~~m) On May 5, 2008~~warehouse the Company entered into an investor relations agreement (the “Equicom Agreement”) with Equicom Group Inc. (“Equicom”) pursuant to which Equicom was retained to provide the Company with general marketing and business consulting servicesrecords for ~~an initial term of one year, then renewable thereafter. Equicom will receive an annual work fee of $49,813~~$462 (CDN$60,000), payable in monthly installments of $4,151 (CDN$5,000). The initial prorated retainer in the amount of $4,248 (CDN$4,350) and the June 1-30, 2008 installment of $4,883 (CDN$5,000) were made on May 30, 2008. On July 1, 2008 the installment covering July 1-31, 2008 of $4,883 (CDN$5,000) was paid. By letter on July 23, 2008 the Company terminated the Equicom Agreement with such termination taking effect September 18, 2008. Payments were made on August 1, 2008 of $4,151 (CDN$5,000) and on September 1, 2008 of $2,491 (CDN$3,000) representing the balance due on the contract.

n) On May 16, 2008 the Company entered into a consulting agreement (the “Clarke 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). Clarke will also receive a monthly work fee of $2,854 (CDN$3,500) during the term of the agreement. Upon renewal, Clarke will receive an additional payment of $8,153 (CDN$10,000). Pursuant to the Clarke Agreement, the Company issued Clarke 50,000 shares of common stock on July 14, 2008, with an additional 50,000 shares issuable upon renewal. The Company paid the June and July installments on their respective due dates. The Company paid the August, September and October installments on their respective due dates. On December 20, 2008 the Company and the consultant mutually agreed to terminate the consulting agreement entered into on May 16, 2008, effective November 30, 2008. The Company paid Clarke a final work fee of $1,631 (CDN$2,000) on December 31, 2008.

o) On May 20, 2008 YGC, the Company’s wholly-owned subsidiary entered into a service provision agreement with a company to provide cooking and first aid services on the Marg Property from June 15, 2008 to September 30, 2008. On June 4, 2008 the Company paid a $9,766 (CDN$10,000) advance to the service provider as per the terms of the agreement. During the quarter ended July 31, 2008 the Company also paid $15,178 (CDN$15,543) to the service provider. During the quarter ended October 31, 2008 the Company paid an additional $24,233 (CDN$29,189) and the contractor refunded the balance of the advance in the amount of $382 (CDN$460) to the Company.

p) On July 28, 2008 the Company entered into a consulting agreement with First Canadian Capital (“First Canadian”) pursuant to which First Canadian will provide general marketing and business consulting services for an initial term of one year, renewable thereafter. The Company will pay First Canadian $4,892 (CDN$6,000)500) per month. The Company ~~paid~~further agreed to reimburse the ~~first three months~~consultant for any out of ~~such fees~~pocket expenses and that either party may give 30 days notice in ~~advance. In addition on July 28, 2008 the Company issued 250,000 stock options to buy the Company’s shares at a purchase price~~writing of $0.12 (CDN$0.15) per share. The stock options shall vest over the initial term of the agreement. During the quarter ended January 31, 2009, on December 12, 2008 the Company and First Canadian mutually agreedtheir intention to terminate the ~~agreement effective October 31, 2008 and all stock options were cancelled effective January 31, 2009.~~letter agreement.

The Company and its subsidiary expensed a total of ~~$116,094~~$nil in consulting fees & wages to three Company Directors, and $4,593 to two of its officers.

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

The Company and its subsidiary expensed a total of $80,015 in consulting fees & wages to five Company Directors, and ~~$238,491~~$174,159 to five of its officers.

No director or officer exercised stock options during the ~~nine~~three month period ended ~~January~~October 31, ~~2009.~~2008.

The Company received loans for $64,500 on September 21, 2009 and $37,500 on October 5, 2009 for a total of $102,000 during the quarter ended October 31, 2009 from a director of the Company which carries simple interest at the rate of seven percent (7%) of the outstanding principal balance per annum. The entire principal balance outstanding and any interest thereon shall be payable on demand by the holder of the Promissory Notes, but no later than three years from the date of the loan.

On May 13, 2009 the board of directors of YGC, the Company’s wholly owned Canadian subsidiary, appointed Mrs. Kathy Chapman Corporate Secretary of YGC.

On June 19, 2009 the Company advised Mrs. Lisa Rose that her employment as Corporate Secretary and Administrator were terminated due to the down-sizing of the Company.

On July 10, 2009 the Company advised Mrs. Kathy Chapman that her employment as Chief Administrative Officer of the Company would be terminated effective September 4, 2009 due to the down-sizing of the Company. Mrs. Chapman will remain Interim Corporate Secretary of the Company and Corporate Secretary of YGC, the Company’s wholly-owned Canadian subsidiary.

On September 28, 2009 the board of directors accepted the resignation of J.L. Guerra, Jr. as President and Chief Executive Officer of the Company. Mr. Guerra, Jr. remains the Chairman of the Board of Directors of the Company.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)

~~Condensed~~ Notes to Interim Consolidated Financial Statements
~~January~~October 31, 2009
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

On ~~August 1, 2008~~September 28, 2009 the board of directors appointed ~~Kathy Chapman~~Mr. Douglas Oliver President and Chief ~~Administrative~~Executive Officer and a director of the Company.

On ~~December 11, 2008~~September 28, 2009 the ~~Company accepted G.E. “Ted” Creber’s resignation~~board of directors appointed Mr. Paul Pitman Vice President of Corporate Development and Exploration, Corporate Secretary and a director of the Company.

On October 21, 2009 Mr. Paul Pitman resigned as Vice President of Corporate Development and Exploration, Corporate Secretary and a director of the Company.

On October 19, 2009 Mr. Robert Van Tassell resigned as a ~~Director.~~director and member of the Audit Committee of the Company.

On ~~December 12, 2008~~October 23, 2009 the ~~Company accepted Ronald Mann’s resignation~~board of directors appointed Mr. Charles William Reed a director and member of the Audit Committee of the Company.

On October 29, 2009 Mr. Kenneth J. Hill resigned as ~~Chief~~a director and member of both the Audit and Executive ~~Officer and President~~Committee of the Company and as a ~~Director, and as an Officer and Director~~director of ~~YGC,~~Yukon Gold Corp., the Company’s ~~wholly-owned~~wholly owned Canadian subsidiary. ~~There were no disagreements between the Company and Mr. Mann with regards~~

On November 2, 2009 the Company’s ~~operations or public disclosures. The Company agreed to pay Mr. Mann severance of $20,384 (CDN$25,000), payable in two installments. $10,192 (CDN$12,500) was paid~~common shares began trading on ~~December 12, 2008 and~~ the ~~balance of $10,192 (CDN$12500) is due on April 15, 2009.~~NEX exchange.

On ~~December 12, 2008~~November 13, 2009 Bellhaven issued a press release stating that they were terminating the ~~Company appointed J.L. Guerra, Jr. President and Chief Executive Officer of both~~MOU with the ~~Company and YGC. Mr. Guerra, Jr. is also the Chairman of the Company’s Board of Directors.~~

On ~~August 22, 2008, 245,455 warrants held by J.L. Guerra, Jr., Chairman of the Board, expired.~~

~~On December 28, 2008, 643,652~~November 16, 2009, 2,036,180 warrants held by shareholders ~~expired.~~

~~On November 12, 2008~~of the Company filed a Form 8-K to disclose that the Company has commenced a normal course issuer bid to purchase up to 1,682,531 shares of its common stock, representing approximately 5% of the Company’s outstanding shares. Blackmont Capital Corporation, based in Vancouver, British Columbia, was engaged to conduct the bid. While the Company has not rescinded the issuer bid, the Company is reconsidering its position with respect to the bid. As of the date of this report, the Company has no intention or ability to make any normal course issuer bids. If the Company effectuates the bid, the Company will pay prevailing market prices for the shares. Purchases pursuant to the bid will be made through the facilities of the Toronto Stock Exchange, subject to the rules of the Toronto Stock Exchange and applicable rules promulgated under the Securities Exchange Act of 1934, as amended. The bid will terminate on the earlier of November 13, 2009, or the date on which all of the shares to be acquired under the bid have been purchased. During the quarter ended January 31, 2009 the Company has not made any normal course issuer bids.

On November 7, 2008 the Company received written permission from the TSX to extend the meeting date of their Annual and Special Meeting of Shareholders to January 31, 2009. During the quarter ended January 31, 2009 the Company did not hold its Annual and Special Meeting of Shareholders, in order to conserve cash. As a result, the Company remains in default under this TSX requirement.

On February 2, 2009 the Toronto Stock Exchange (the "TSX") issued a letter to the Company stating that it is reviewing the eligibility of our common shares for continued listing on the TSX. As of the date of this report, the Company is not in compliance with certain of the listing standards of the TSX. The Company has been granted 210 days from the date of the letter to regain compliance with these requirements. In the event the Company is unable to meet the TSX standards its shares will likely cease to be listed for trading on the TSX.

~~On February 18, 2009 the Company entered into an engagement letter with PricewaterhouseCoopers LLP to provide tax consulting services and paid a retainer of $20,383 (CDN$25,000).~~

~~On March 11, 2009 the Company cancelled 150,000 stock options held by a former director.~~

On November 7, 2008 the Company received written permission from the TSX to extend the meeting date of their Annual and Special Meeting of Shareholders to January 31, 2009. As of the date of this report the Company has yet to hold its Annual and Special Meeting of Shareholders.expired.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
FOR THE ~~THREE AND NINE~~SIX MONTH ~~PERIODS~~PERIOD
ENDED ~~JANUARY~~OCTOBER 31, 2009

Yukon Gold has no source of revenue ~~operates~~and we continue to operate at a ~~loss and expects~~loss. We expect our operating losses to continue asfor so long as ~~it remains~~we remain in an exploration stage and perhaps thereafter. As at ~~January~~October 31, 2009, we had accumulated losses of ~~$14,759,693.~~$15,144,074. 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 of the date of the filing of this report, the Company has very limited cash on hand. Management has undertaken initiatives to obtain short term financing, which may include financing backed by a pledge of some or all of our 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 fordescribed in greater long-term financing. Management also has taken steps to reduce operating costs, including reductions in staff, cancellation of consulting contracts, deferral of payments under renegotiated agreements, deferred all exploration activity and deferral of the annual and special meeting of shareholders.

The Company’s current obligations exceed its cash on hand. In particular, the Company was obligated to pay Revenue Canada approximately $98,740 (CDN$121,105) as flow-through interest and penalty in connection with “flow through” funds accepted by the Company from investors in prior periods. Subsequent to the period covered by this report, on February 27, 2009 the Company paid $8,153(CDN$10,000) towards this amount. The Company also owes Atna Resources Ltd. $183,449 (CDN$225,000) payable on or before April 30, 2009 in order to maintaindetail below, the Company’s ~~interest in~~major endeavor over the ~~Marg Property. The Company~~year has certain payment obligations coming due in the near future, as more particularly described in Note 9 “Commitments and contingencies” to the quarterly financial statements for the period ended January 31, 2009 and under the heading “Contractual Obligations and Commercial Commitments”, below.

Due to current difficult economic conditions and increased competition among small mineral exploration stage companies for available sources of capital, it has become relatively more difficult to raise financing than in the previous operating years of the Company. The continued depletion of current cash and cash equivalents to meet ongoing administrative expenses and other continuing obligations is a material concern of management. The continued operation of the Company is dependent on raising additional financing to meet commitments and obligations and there can be no assurance that such financing can be obtained on a timely basis or on favorable terms or at all. The Company was not ablebeen its effort to raise additional capital ~~during the quarter ended January 31, 2009 or subsequently~~ to ~~date.~~

As a result of current general economic conditions, the Company’s ability to attract investment and/or obtain financing is extremely limited. If we fail to obtain financing, the Company may be forced to cease doing business.

~~Certain statements contained in this MD&A constitute forward-looking statements.~~meet its administrative expenses and pursue its exploration activities. The use of any of the words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “likely”, “may”, “plan”, “potential”, “predict”, “project”, “pursue”, “seek”, “should”, “will”, “would” and similar expressions identify forward-looking statements. The foregoing is not an exhaustive list and other statements which are not limited to reciting historical fact may include forward-looking statements without being specifically identified by such words. Examples of forward-looking statements in this MD&A include but are not limited to discussion of ability to raise capital, to reduce costs, of regulatory compliance matters and plans for continued operations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.

Forward-looking statements are based on the Company’s assumptions, expectations, estimates and projections regarding its prospects, business and the economic environment in which it operates as of the date of the MD&A. The Company believes the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These statements are current only as of the date of this MD&A. Except as specifically required by applicable law, the Company does not ~~intend or undertake~~currently have sufficient working capital to ~~update or revise any forward-looking statements to reflect subsequent information, events, results or circumstances.~~

~~Actual results could differ materially from those anticipated in these forward-looking statements~~continue as a ~~result of the risk factors set forth below and under the section entitled “Risk Factors”:~~

~~No revenue was~~only gain generated by the ~~Company's operations~~Company during the ~~nine month and three~~six month period ended ~~January~~October 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 ~~January 31, 2008 respectively.~~exploration had been expensed, the entire cash proceeds are recognized as gain during the quarter.

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:

Included in operating expenses for the ~~three~~six months ended ~~January~~October 31, 2009 is general and administrative expense of ~~$150,071~~$330,360 as compared to ~~$942,711~~$689,617 for the ~~three~~six months ended ~~January~~October 31, 2008. General and administrative expense for the nine month period ended January 31, 2009 was $839,688 as compared with $1,409,684 for the nine month period ended January 31, 2008. General and administrative expense represents approximately 34.41% of the total operating expense for the three months ended January 31, 2009 and approximately 77.66% of the total operating expense for the three months ended January 31, 2008. The reduction in general and administration expense during the three months ended January 31, 2009 isdecreased substantially due to ~~management effort~~Management’s endeavor to reduce ~~costs in light of the difficult current economic conditions.~~costs.

Included in operating expenses for the ~~three~~six months ended ~~January~~October 31, 2009 is project expenses of ~~$208,022~~$12,104 as compared with ~~$265,211~~$1,723,638 for the ~~three~~six months ended ~~January 31, 2008. Project expenses for the nine month period ended January 31, 2009 was $1,931,660 as compared with $3,263,022 for the nine month period ended January~~October 31, 2008. Project expense iswas a significant expense ~~and~~in the prior period where it ~~represents~~represented approximately ~~47.69%~~70.8% of the total operating expense for the ~~three~~six months ended ~~January 31, 2009 and approximately 21.85% of the total operating expense for the three months ended January~~October 31, 2008. ~~Due~~The Company incurred very little costs during this quarter due to ~~lower cash availability, project expenses during the current nine month period were significantly less than the prior similar period.~~lack of funding.

The following disclosure relates to our former property known as the ~~Keno Hill Mining Camp~~“Mount Hinton” property. Our interest in ~~central Yukon Territory. It consists of 186 staked claims under the Yukon Quartz Mining Act, covering approximately 9300 acres.~~

~~On April 2, 2007 the Company accepted a proposed work program, budget and cash call schedule for~~ the Mount Hinton ~~project which~~property was ~~revised~~sold on May ~~15, 2007, totaling $2,152,317 (CDN$2,105,200) for~~21, 2009.

On July 7, 2002 YGC, the 2007 Work Program. The Company had approximately $70,304 (CDN$75,000) on deposit left over from the 2006 cash call schedule. On May 15, 2007 the Company paid $180,164 (CDN$200,000), on June 15, 2007 the Company paid $202,684 (CDN$225,000), being two of the four cash call payments. Due to delays in the drilling program the third payment of $635,123 (CDN$600,000) which was due on July 31, 2007 was changed to August 31, 2007. On August 15, 2007 the Company paid $97,259 (CDN$91,880) towards the third cash call payment for the Mount Hinton 2007 Work Program. On August 31, 2007 the Company reallocated $537,864 (CDN$508,120) being the balance of the third cash call payment from cash call funds previously allocated to the Marg Project. These re-allocated funds were not needed for the Marg Project. The fourth payment of $428,919 (CDN$405,200) which was originally due on August 15, 2007 was changed to and paid on September 15, 2007.

~~By letter~~Company’s wholly owned subsidiary, entered into an option agreement dated August 17, 2006, the Hinton Syndicate agreed to allow the Company to defer a portion of the Work Program expenditure scheduled to be incurred by December 31, 2006. The agreement to defer such Work program expenditures was due to the mechanical break-down of drilling equipment and the unavailability of replacement drilling equipment at the Mount Hinton site. As a result, the Company was allowed to defer the expenditure of approximately $220,681 (CDN$235,423) until December 31, 2007. The Company had incurred that expenditure in addition to the expenditure for January 1 to December 31, 2007 as at October 31, 2007. All other Property Payments and Work Program expenditures due have been made and incurred.

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 towith the Hinton Syndicate to ~~such effect; provided that the full amount of the Work Program expenditures has been incurred by December 31, 2009.~~

~~Provided all Property Payments have been made that are due prior to the Work Program expenditure levels being attained, YGC shall have earned a:~~

~~25% interest upon completion of Work Program expenditures of $1,222,992 (CDN$1,500,000)~~

~~50% interest upon completion of Work Program expenditures of $2,038,320 (CDN$2,500,000)~~

~~75% interest upon completion of Work Program expenditures of $4,418,421 (CDN$5,225,000)~~

~~YGC earned~~acquire a ~~50%~~75% interest in the 273 unpatented mineral claims ~~covered by~~covering approximately 14,000 acres in the ~~Hinton~~Mayo Mining District of Yukon, Canada. This agreement was replaced with a revised and amended agreement (the “Hinton Option Agreement as at October 31, 2007. In some cases, payments made to service providers include amounts advanced to cover the cost of future work. These advances are not loans but are considered "incurred" exploration expenses under the terms of the Hinton Option Agreement. Section 2.2(a) of the Hinton Option Agreement defines the term, “incurred” as follows: “Costs shall be deemed to have been “incurred” when YGC has contractually obligated itself to pay for such costs or such costs have been paid, whichever should first occur.” Consequently, the term, “incurred” includes amounts actually paid and amounts that YGC has obligated itself to pay. Under the Hinton Option Agreement there is also a provision that YGC must have raised and have available the Work Program funds for the period fromAgreement”) dated July 7, 2005 ~~to December 31, 2006, by May 15 of 2006. This provision~~which superseded the original agreement and amendments thereto. The new agreement was ~~met on May 15, 2006.~~

~~All Property Payments~~between the Company, its wholly owned subsidiary YGC and ~~Work Program expenditures have been made and incurred.~~the Hinton Syndicate.

The Hinton Option Agreement contemplates that upon the earlier of: (i) a production decision or (ii) investment of $4,418,421 (CDN$5,225,000) or (iii) YGC has a minority interest and decides not to spend any more money on the project, YGC's relationship with the Hinton Syndicate will become a joint venture for the further development of the property. Under the terms of the Hinton Option Agreement, the party with the majority interest would control the joint venture. Although YGC had earned a 50% interest as at October 31, 2007, if the relationship is converted to a joint venture currently, YGC's interest would automatically be reduced to a 45% interest in the joint venture (by the terms of the Hinton Option Agreement) and the Hinton Syndicate would control the joint venture. Once the 75% interest is earned, as described above, YGC has a further option to acquire the remaining 25% interest in the mineral claims for a further payment of $4,076,641 (CDN$5,000,000).

The Hinton Option Agreement provides that the Hinton Syndicate receive a 2% “net smelter returns royalty.” In the event that we exercise our option to buy the entire interest of the Hinton Syndicate (which is only possible if we have reached a 75% interest, as described above) then the "net smelter returns royalty" would become 3% and the Hinton Syndicate would retain this royalty interest only. The “net smelter returns royalty” is a percentage of the gross revenue received from the sale of the ore produced from our mine less certain permitted expenses.

~~The Hinton Option Agreement entitles the Hinton Syndicate to recommend for appointment (but not nominate) one member to the board of directors of Yukon Gold.~~

The Hinton Syndicate members each have the option to receive their share of property payments in stock of Yukon Gold at a 10% discount to the market. YGC and Yukon Gold also have the option to pay 40% of any property payment due after the payment on January 2, 2006 with common stock of Yukon Gold. As of July 7, 2006, Yukon Gold issued to the Hinton Syndicate 43,166 shares of its common stock, based upon a valuation adopted by the board of Yukon Gold of $1.24 (CDN$1.39) per share, as partial payment of the July 7, 2006 Property Payment. On July 7, 2006 the Company issued 43,166 common shares and paid $80,501 (CDN$90,000) in cash in settlement of the property payment due on July 7, 2006 on the Mount Hinton Property. The shares represented 40% of the total $134,168 (CDN$150,000) payment and were valued at $1.24 (CDN$1.39) each. On July 7, 2007 the Company issued 136,364 common shares in settlement of a property payment on the 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. 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 $0.126 (CDN$0.126) each. The balance of the property payment in the amount of $88,331 (CDN$90,000) was paid in cash.

~~The Hinton Option Agreement pertains~~pertained to an “area of interest” which ~~includes~~included the area within ten ~~kilometers~~kilometres of the outermost boundaries of the 273 mineral claims, which ~~constitute~~constituted our mineral properties. Either party to the Hinton Option Agreement ~~may~~could stake claims outside the 273 mineral claims, but each must notify the other party if such new claims ~~are~~were within the “area of interest.” The non-staking party ~~may~~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.

~~- - 5 -~~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 ~~Option Agreement provides both parties (YGC~~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-	$106,294
month anniversary of the Closing:	(CDN$115,000)

If the payment is made to Yukon Gold after the 12-	$129,402
month anniversary of the Closing but before the 24-	(CDN$140,000)
month anniversary of the Closing:

If the payment is made to Yukon Gold after the 24-	$152,509
month anniversary of the Closing but before the 36-	(CDN$165,000)
month anniversary of the Closing:

If the payment is made to Yukon Gold after the 36-	$175,617
month anniversary of the Closing but before the 48-	(CDN$190,000)
month anniversary of the Closing:

If the payment is made to Yukon Gold after the 48-
month anniversary of the Closing, it shall be increased
by $23,107 (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) with rights of first refusal in the event that either party desires to sell or transfer its interest.~~

~~Under the Hinton Option Agreement, the Hinton~~ Syndicate isbecame responsible for any ~~environmental liability~~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.

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 ~~arising~~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 ~~status~~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.

As at October 31, 2009 the Company had working capital deficit of $(354,043) as compared to a working capital of $269,361 in the previous period. During the current period the Company raised $44,000 from subscription of shares and received demand loan of $102,000 carrying interest of 7% per annum from a director of the ~~property prior to the effective date of the Hinton Option Agreement.~~

Under the terms of the Hinton Option Agreement three of the syndicate members are entitled to bid on work we propose to carry out and if their price is competitive they are entitled to do the work. There is no requirementCompany. The Company however sold all its interests in the Mount Hinton ~~Option Agreement that these parties perform exploration work.~~Property for a consideration of $110,306 (CDN $125,000).

The Company has no Off-Balance Sheet Arrangement as of October 31, 2009 and April 30, 2009.

The Company ~~has~~ agreed to make subsequent payments under the Agreement of: ~~$163,066~~$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 ~~$163,066~~$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 ~~permits~~permitted the Company to pay Atna $19,980 (CDN$25,000) in cash on December 12, 2008 (paid) and ~~$183,449~~$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 ~~$815,328~~$924,300 (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)~~$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.

~~Liquidity~~On September 17, 2009, the Company, Bellhaven Copper and ~~Capital Resources~~

~~The following table summarizes~~Gold, Inc. (“Bellhaven”) and Minera Cerro Quema S.A., a private company organized under the ~~Company's cash flows and cash in hand:~~

~~The Company has no Off-Balance Sheet Arrangement~~laws of Panama that is a subsidiary of Bellhaven (“Minera”) fully executed a Memorandum of Understanding (the “MOU”) dated as of ~~January~~September 15, 2009 pursuant to which Bellhaven granted to the Company an option to buy a 75% equity interest in Minera. Minera owns the Cerro Quema development stage gold project located the Tonosi, Province of Los Santos, Republic of Panamá. The MOU called for a 60-day due diligence period during which the Company was required to make a series of non-refundable deposits totaling $400,000 as milestones for due diligence and development of definitive documents . The total consideration for the Minera interest was $19,915,000, which included the purchase price and project financing to be provided by the Company. Upon exercise of the "Option to Purchase" Yukon Gold would own 75% of the outstanding shares of Minera and Bellhaven would hold the remaining 25%. The Property was also subject to a 2% NSR (net smelter royalty) in favor of Compania de Exploracion Minera S.A. and a 9% NPI in favor of Bellhaven. Yukon Gold agreed to purchase the 9% NPI from Bellhaven for consideration of $75,000, payable at Closing. While it performed due diligence, the Company was seeking financing for the transaction. On September 21, 2009 the Company paid $37,500 of the $75,000 being the first non-refundable due diligence deposit milestone. October 5, 2009 the Company paid the balance $37,500. Subsequent to the quarter ended October 31, ~~2009.~~2009 the Company was unable to complete its due diligence, or to make the balance of the non-refundable due diligence deposits, or to raise the $19,915,000. On November 13, 2009 Bellhaven issued a press release stating that they were terminating the MOU with the Company.

~~Contractual Obligations~~On October 1, 2009 the Company’s board of directors ratified a retainer agreement (the “Agreement”) dated August 28, 2009 with a Panamerican corporation (the “Consultant”) to provide certain exclusive advisory services for financing, acquisition, collaboration, product or services sales transactions and ~~Commercial Commitments~~strategies, for a period of twelve (12) months (the “Term”) from the date of execution. If at any time during the Term the Company wishes to terminate the exclusivity of the Consultant, the Company will give the Consultant ten (10) days prior written notice and pay the Consultant $200,000. The Agreement states that a monthly cash fee of $50,000 and the Consultant’s out-of-pocket expenses shall accrue and be payable only at such time as the Company secures a minimum of $5,000,000 in financing during the Term of this agreement at which time the total amount accrued shall be due and payable in full without interest. In the event that the Company fails to timely pay any of the compensation, as defined in the Agreement, each shall bear interest at the rate of six percent (6%) until paid in full. The Consultant has the right upon written notice to the Company of its election to receive gold or other minerals in lieu of cash prior to or concurrent with the closing of any financing transactions (“Financing Transactions”). Compensation payable in kind shall not bear any interest. If an acquisition or divestiture is consummated during the Term of the Agreement or for a period of one (1) year thereafter, the Company shall pay a transaction fee (“TF”) to the Consultant based on the following transaction values (“TVs”): (i) 5% TF up to and including $1,000,000 TVs, plus (ii) 4% TF on all TVs from

$1,000,000 to $1,999,999, plus (iii) 3% TF on all TVs from $2,000,000 to $2,999,999, plus (iv) 2% on all TVs from $3,000,000 to $3,999,999, plus (v) 1% on all TVs from $4,000,000 to $4,999,999, plus (vi) 1% on all TVs equal to and exceeding $5,000,000. During the Term of the Agreement or for a period of one (1) year after termination, the Company will pay the Consultant a finder’s fee equal to two percent (2%) of the total amount of each and every Financing Transaction successfully undertaken by the Company. In addition the Company shall grant to the Consultant options to purchase that number of shares of the Company’s common stock determined by multiplying two percent (2%) equal to the total number of equity shares placed/and or issued, or if convertible debt, two percent (2%) of the number of common equity shares as if the convertible debt was converted at its earliest possible date. Such options shall be exercisable for a period of five (5) years at an exercise price equal to the five-day weighted average trading price (WATP) for the five (5) consecutive trading days immediately prior to the granting of the Company’s stock options. In addition to the ~~contractual obligations~~foregoing fees, the Company shall grant to the Consultant a fully-vested option (“Equity Fee”) to acquire a number of shares equal to eight and ~~commitments~~one-half percent (8.5%) of the ~~Company to acquire its mineral properties as described in Note 9 to our Financial Statements included with this report,~~total common shares issued and outstanding at the Company has additional commitments for its office lease and to pay minimum lease payments under its capital lease. Refer to our annual financial statements for April 30, 2008 for future obligation payments.

~~On August 16, 2007 the Company completed a private placement (the “Financing”) with Northern Securities Inc. (“Northern”), acting as agent. The Financing was comprised~~time 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$862,500) and the sale of 543,615 flow-through units (the “Flow-Through Units” which qualify as flow-through shares for the purposesexecution of the ~~Canadian Income Tax Act) at $0.49 (CDN$0.52) per Flow-Through Unit (the “Flow-Through Unit Issue Price”)~~Agreement. Such options shall be exercisable for ~~gross proceeds~~a period 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, 2009five (5) years at an exercise price equal to the five-day WATP for the five (5) consecutive trading days immediately prior to the granting of ~~$0.60 (CDN$0.60) per share. Each Flow-Through Unit consisted~~the Company’s stock options. The number of ~~one flow-through~~stock options shall be subject to any and all adjustments of the common ~~share~~shares during the five-year exercise period. Upon the Company entering into any definitive agreement, during the Term, to acquire any properties/projects, as defined in the Agreement, an additional fully-vested performance option shall be granted to the Consultant to acquire a number of shares equal to eight and ~~one half~~one-half percent (8.5%) of ~~one Common Share purchase warrant (each whole warrant, an “FT Warrant”). Each FT Warrant is~~the then issued and outstanding common shares of the Company. Such options shall be exercisable ~~into one Common Share until August 16, 2009~~for a period of five (5) years at an exercise price equal to the five-day WATP for the five (5) consecutive trading days immediately prior to the execution of ~~$0.70 (CDN$0.70)~~the definitive agreement. The number of performance options shall be subject to any and all adjustments of the common shares during the five-year exercise period. If any acquisition transaction is contemplated by the Company during the Term or for a period of one (1) year after the Company will grant to the Consultant the absolute right to participate, on a pro rata basis, in up to a ten percent (10%) interest in the Company’s acquisition. The Consultant shall also be responsible for all pro rata future development and operating costs of said acquisition when paid by the parties owning the other 90% interests. Notwithstanding anything within the Agreement to the contrary, any stock or equity-based compensation must be pre-cleared by the Toronto Stock Exchange (TSX). If any Financing Transaction(s) described in paragraphs 2 A and B of Schedule A to this Agreement are concluded during the Term, or for a period of one (1) year thereafter, provided such Financing Transaction(s) results from parties identified in writing by the Consultant in performing the Services, the Company will pay to the Consultant, or a designee of the Consultant, the following: (i) with respect to any equity financing, a cash fee equal to seven percent (7%) of the total amount of the Financing Transaction (gross proceeds, without offset for costs or fees), (ii) with respect to any debt financing, a cash fee equal to four percent (4%) of the total amount of such Financing Transaction (gross proceeds, without offset for costs or fees), and (iii) in addition, upon the completion of any Financing Transaction of the Company or its, parents, subsidiaries or affiliates, the Company shall grant to the Consultant the right and option to purchase that number of shares, units or interests in the Company determined by dividing five percent (5%) of the amount of the Financing Transaction by an amount equal to equal to the five-day WATP for the five (5) consecutive trading days immediately prior to the payment of Yukon Gold Corporation stock options. Such rights shall be exercisable, for a period of five (5) years, from date of issue and shall possess “most favored nation” registration rights, i.e., registration rights equal to the best/most favorable rights/treatment of any issued/outstanding registration rights provisions applicable to any securities of the Company, specifically including, but not limited to demand and “piggy back” registration rights, including the right to include such shares in any offering undertaken by the Company, i.e., “tag-along” ; rights. Such Fee shall be paid by the Company to the Consultant within ten (10) calendar days after the closing of each Financing Transaction, or, if such Financing Transaction closes in several tranches, within ten (10) calendar days after the closing of each tranche, until paid in full. On October 1, 2009 the Company’s board of directors ratified a letter agreement dated September 10, 2009 with a former officer to act as an agent to facilitate the sale of the Company’s Marg property and to secure bridge loan financing. The Company has agreed to pay the agent a fee equal to five percent (5%) of the transaction value of each completed transaction. The letter agreement has a term of three months. Subsequent to the quarter ended Oct 31, 2009 the letter agreement terminated.

On October 1, 2009 the Company’s board of directors ratified an engagement letter dated September 24, 2009 with two limited market dealers (collectively referred to herein as the “Agents”) to arrange a bridge financing, within two weeks of signing the engagement letter, in the amount of $500,000 related to the $400,000 due diligence payments agreed to in the Bellhaven MOU and to provide working capital. In exchange for the Agents successfully completing the bridge financing the Company agreed to pay the Agents collectively a fee of ten percent (10%) and issue common share purchase warrants (“Broker Warrants”) equal to ten percent (10%) of the total units sold by the Agents under the financing. Each Broker Warrant entitles the holder to acquire one additional common share of the Company for a period of 24 months from the date of issue exercisable at a price of $0.05 per share. The Company ~~paid Northern~~also agreed to reimburse the Agents for out of pocket expenses. The engagement letter has a ~~commission equal to 8%~~term of six months and is non-exclusive. Either party may terminate the agreement upon 30 days written notice. As of the ~~aggregate gross proceeds which amounted~~date of these statements, the Agents were not successful in raising any of the $500,000.

On September 28, 2009 the Company entered into an employment agreement (“Agreement”) with Douglas Oliver (the “Employee”) to ~~$85,199 (CDN$91,614)~~serve as it’s President and ~~issued 153,333 “Unit Compensation Options” and 43,489 “FT Unit Compensation Options”. Each Unit Compensation Option is exercisable into one Unit~~Chief Executive Officer. During the employment term, the Company will pay the Employee a base salary at the ~~Unit Issue Price until August 16, 2009. Each FT Unit Compensation Option is exercisable into one Common Share and one half~~annual rate of one ~~FT Warrant~~hundred and eighty thousand ($180,000) dollars per year ("Base Salary"). Half of the Employee’s Base Salary shall be deferred and shall accrue interest at the ~~Flow-Through Unit Issue Price until August 16, 2009.~~LIBOR rate plus five percent (5%). Deferred Base Salary shall be payable to the Employee with interest no sooner than the Cerro Quema gold project entering production but may be further deferred at the Employee’s discretion. In the event that this Agreement is terminated for any reason, the Employee shall be entitled to all deferred Base Salary, with interest, to be paid within three (3) months of such termination. The Agreement further states that the Employee immediately shall be awarded 250,000 shares of the Company’s common stock, however during the quarter and subsequent to the period ended October 31, 2009 the 250,000 shares have not been issued to the Employee, but the Company has expensed the cost at fair value using guidance as per EITF 96-18. The Employee acknowledges that such shares will be “restricted shares” subject to limitations on re-sale. The Employee further acknowledges that he will be considered as affiliate for purposes of Rule 144. The Company ~~reimbursed Northern expenses~~agrees to register such shares as part of ~~$18,600 (CDN $20,000).~~

On November 16, 2007 the Company completed the second tranche of the Financing with Northern acting as agent. The second tranche of the 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 Options” and 85,741 “FT Unit Compensation Options”. Each Unit Compensation Option 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 Option 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) .

On July 23, 2008 the Company closed a non-brokered private placement of 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 private placement was exempt fromany registration statement it files under the Securities Act of ~~1933, pursuant~~1933. Additional stock options shall be awarded 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 proceeds of~~Employee based upon the ~~Financing are being used for the exploration~~Company’s achieving certain production goals and ~~development of Yukon Gold's properties.~~

~~On August 15, 2007 the Company entered into an investor relations marketing agreement with a consultant for a one year term,~~in accordance with the option to renew for an additional 12 months. In return for services rendered, the Company will pay the consultant $1,992 (CDN$2,000) per month. On August 31, 2007 the Company paid $3,787 (CDN$4,000) being the first and last payments of the contract. On September 15, 2007 the Company paid $1,941 (CDN$2,000) and on October 15, 2007 the Company paid $2,048 (CDN$2,000), being the second and third payments respectively. On November 15, 2007 the Company paid $2,030 (CDN$2,000) being the fourth payment of the contract. On December 14, 2007 the Company paid $1,967 (CDN$2,000) and on January 15, 2008 the Company paid $1,967 (CDN$2,000), being the fifth and sixth payments of the contract respectively. In addition, the consultant has been granted an option to purchase 125,000 shares of the Company at $0.45 (CDN$0.45) per share, with the option vesting in equal quarterly amounts of 31,250 shares on November 15, 2007, February 15, 2008, May 15, 2008 and August 15, 2008, and the first exercise date being August 15, 2008 and an expiry date of August 15, 2010. On February 12, 2008 the Company terminated the contract and the Company received a refund on March 11, 2008 of $1,295(CDN$1,300) previously paid on August 31, 2007 to cover the last payment of the one year term. The 31,250 options granted under the contract to vest on each of May 15, 2008 and August 15, 2008 respectively were also cancelled.

On December 5, 2007 the Company entered into an agreement with a consultant to create investor awareness for a period of six months, commencing on December 5, 2007 for a fee of $20,000 and 300,000 restricted common shares to be issued in equal tranches of 50,000 shares at the end of each month during the term of the agreement. On December 6, 2007 the Company received conditional approval from the TSX to issue the 300,000 restricted shares as per the terms of the agreement. The consulting fee of $20,000 was paid on December 11, 2007. The Company had accrued the expense of $22,000 for 100,000 shares to be issued to January 31, 2008. Due to non-performance of the agreement by the consultant, the Company has obtained legal opinion that it is not obligated to issue any of the restricted 300,000 common shares. The consulting expense accrual for $22,000 set up during the quarter ended January 31, 2008 was reversed and credited back to income during the quarter ended April 30, 2008. The Company has also paid the requisite fee to the TSX for cancellation of all of these shares.

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 has a one-year term commencing on December 15, 2007, and is automatically renewable thereafter, unless terminated pursuant to the terms of the Mann Agreement. Pursuant to the Mann Agreement, the parties agreed that Mr. MannCompany’s 2006 Stock Option Plan. Employee and the Company shall ~~indicate their respective intentions~~agree upon the goals and option amounts within two (2) months of the execution of this Agreement. As of the date of these statements, the option amounts were not agreed upon. The Employeemay terminate employment at any time after providing forty-five (45) days’ prior written notice to ~~renew~~ the ~~term~~Company. The Company may terminate the Employee's employment without cause at any time after providing written notice to Employee and paying all unpaid salaries and benefits.

In addition, an amount equal to twelve (12) months of Base Salary (at the ~~passage~~rate in effect as of ~~eight (8)~~the date of the Employee’s termination without cause) will be paid to the Employee if this Agreement is terminated by the Company at any time prior to the second anniversary of the date of this Agreement.

On October 23, 2009 the Company accepted a letter agreement (the “Agreement”) dated October 21, 2009 with an exclusive placement agent (the “Agent”) in connection with the offer and proposed sale (the “Financing(s)”) of the Company’s common shares (the “Equity Securities”) on an Efforts Basis. The Agreement continues until February 21, 2010 (the “Term”) with a further 24-month tail period (the “Tail Period”). For the Agents services the Company agrees to pay a cash placement fee (the “Cash Fee”) equal to seven percent (7%) of the gross proceeds of the Financing(s) completed during the Term, except for those completed under the consulting agreement dated September 20, 2009. In addition the Agent shall also receive broker warrants (the “Broker Warrants”) entitling the Agent to purchase from the Company such number of common shares as is equal to seven percent (7%) of the number of Equity Securities issued in the Financing (together with the Cash Fee set forth herein, the “Financing Fee”). The Broker Warrants shall be assignable and shall expire 24 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”).issuance. The ~~Mann Warrants shall have a term of 5 years and an~~ exercise price of ~~$0.20 (CDN$0.24) . 250,000~~the Broker Warrants shall be equal to the purchase price of the ~~Mann Warrants were fully vested~~Equity Securities sold under the Financing. For financings completed under the consulting agreement dated September 20, 2009, the Agent will receive 20% of the fees, cash and broker warrants, paid under said consulting agreement, payable upon ~~issuance, and~~closing of the ~~remaining 250,000 vested 6~~financing. The Agreement states further that the Company grants to the Agent a first right of refusal to act as any future financings for a period of twelve (12) months ~~from~~commencing on the closing of the Financing. The Agreement also states that the Company shall pay to the Agent the Financing Fee in respect of each Financing completed or entered into during the Tail Period. As of the date of ~~issuance, on June 15, 2008. On December 12, 2008~~these statements, 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 $20,384 (CDN$25,000), payableAgent was not successful in ~~two installments. $10,192 (CDN$12,500) was paid on December 12, 2008 and the balance of $10,192 (CDN$12,500) is due on April 15, 2009.~~

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 has a six-month term commencing on December 18, 2007 and is automatically renewable thereafter, unless terminated pursuant to the terms of the Ryan Agreement. Pursuant to the Ryan Agreement, Mr. Ryan will receive 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 $6,523 (CDN$8,000) per month. The letter agreement further states that either party may terminate the agreement with 15 days notice.raising any financing.

On February 11, 2008 by letter engagement agreement the Company contracted the services of a Corporate Secretarial company to fill the role of Mrs. Lisa Rose during her maternity leave for a monthly fee of $1,101 (CDN$1,350) plus eligible expenses.

On February 18, 2008 the Company and YGC, its 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 $8,362 (CDN$10,256) is being held by the diamond drilling company as a deposit on the26, 2009 ~~drilling program.~~

On March 10, 2008 the Company entered into a contract with a global mining consultancy business for a scoping study and to prepare a report pursuant to the terms of Canadian National Instrument 43-101, regarding the Marg Deposit at an estimated cost of $76,675 (CDN$81,300). The Company paid $18,579 (CDN$18,713) at April 30, 2008. During the quarter ended July 31, 2008 the Company paid an additional $41,042 (CDN$42,027). During the quarter ended October 31, 2008 the Company paid a further $17,054 (CDN$20,542) to the consultant. During the quarter ended January 31, 2009, the Company paid a final $28,698 (CDN$35,198) to the consultant and advised the consultant that the Company wished to cease work on the project at this time.

On March 25, 2008 the Company entered into a consulting agreement with Gary Cohoon (the “Cohoon Agreement”) pursuant to which Mr. Cohoon was retained as Vice-President, Exploration, of the Company. The Cohoon Agreement has a one-year term commencing on March 25, 2008 and is automatically renewable thereafter, unless terminated pursuant to its terms. Pursuant to the Cohoon Agreement, Mr. Cohoon will receive an annual consulting fee of $114,146 (CDN$140,000). Additionally, Mr. Cohoon received 200,000 options to purchase shares of the Company's common stock (the “Cohoon Options”). The Cohoon Options fully vested upon issuance and have an exercise price of $0.18 (CDN$0.22) . Effective January 1, 2009 Mr. Cohoon has been billing the Company at an hourly rate only for time spent.

On April 10, 2008 by letter agreement the Company procured the services of Galina Morozova through a contract position as a Geologist with YGC, the Company’s wholly-owned subsidiary commencing April 15, 2008 until August 31, 2008. Ms. Morozova received $6,454 (CDN$6,500) per month until the project began at the Marg Property on approximately June 15, 2008, whereupon Ms. Morozova received $405 (CDN$500) per day plus expenses for the duration of the term of the letter agreement. The contract position ended on August 28, 2008.

~~On April 29, 2008~~ the Company entered into a letter agreement with ~~R. Andrew Hureau~~a former officer to act as a consultant providing accounting and administration services for ~~a contract position as Senior Geologist with YGC, the Company’s wholly-owned subsidiary. Mr. Hureau’s position commenced on May 1, 2008 at a rate of $623~~$1,849 (CDN$~~750)~~2,000) per ~~day plus expenses. The letter agreement states that the term is on commencement~~month and ~~for the duration of drilling on the Marg Project, approximately mid June, 2008~~ to ~~the end of August, 2008, on a regular schedule. The contract position ended on September 3, 2008.~~

~~On May 5, 2008~~warehouse the Company entered into an investor relations agreement (the “Equicom Agreement”) with Equicom Group Inc. (“Equicom”) pursuant to which Equicom was retained to provide the Company with general marketing and business consulting servicesrecords for ~~an initial term of one year, then renewable thereafter. Equicom will receive an annual work fee of $49,813~~$462 (CDN$60,000), payable in monthly installments of $4,151 (CDN$5,000). The initial prorated retainer in the amount of $4,248 (CDN$4,350) and the June 1-30, 2008 installment of $4,883 (CDN$5,000) were made on May 30, 2008. On July 1, 2008 the installment covering July 1-31, 2008 of $4,883 (CDN$5,000) was paid. By letter on July 23, 2008 the Company terminated the Equicom Agreement with such termination taking effect September 18, 2008. During the quarter ended October 31, 2008, the Company paid on August 1, 2008 $4,151 (CDN$5,000) and on September 1, 2008 $2,491 (CDN$3,000) being the balance payments on the contract.

On May 16, 2008 the Company entered into a consulting agreement (the “Clarke 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). Clarke will also receive a monthly work fee of $2,906 (CDN$3,500) during the term of the agreement. Upon renewal, Clarke will receive an additional payment of $8,302 (CDN$10,000). Pursuant to the Clarke Agreement, the Company issued Clarke 50,000 shares of common stock on July 14, 2008, with an additional 50,000 shares issuable upon renewal. The Company paid the June and July installments on their respective due dates. During the quarter ended October 31, 2008 the Company paid the August, September and October installments on their due dates. On December 20, 2008 the Company and the consultant mutually agreed to terminate the consulting agreement entered into on May 16, 2008, effective November 30, 2008. The Company paid Clarke a final work fee of $1,631 (CDN$2,000) on December 31, 2008.

On May 20, 2008 YGC, the Company’s wholly-owned subsidiary entered into a service provision agreement with a company to provide cooking and first aid services on the Marg Property from June 15, 2008 to September 30, 2008. On June 4, 2008 the Company paid a $9,766 (CDN$10,000) advance to the service provider as per the terms of the agreement. During the quarter ended July 31, 2008 the Company also paid $15,178 (CDN$15,543) to the service provider. During the quarter ended October 31, 2008 the Company paid an additional $24,233 (CDN$29,189) and the contractor refunded the balance of the advance in the amount of $382 (CDN$460) to the Company.

On July 28, 2008 the Company entered into a consulting agreement with First Canadian Capital (“First Canadian”) pursuant to which First Canadian will provide general marketing and business consulting services for an initial term of one year, renewable thereafter. The Company will pay First Canadian $4,892 (CDN$6,000)500) per month. The Company ~~paid~~further agreed to reimburse the ~~first three months~~consultant for any out of ~~such fees~~pocket expenses and that either party may give 30 days notice in ~~advance. In addition on July 28, 2008 the Company issued 250,000 stock options to buy the Company’s shares at a purchase price~~writing of $0.12 (CDN$0.15) per share. The stock options shall vest over the initial term of the agreement. During the quarter ended January 31, 2009, on December 12, 2008 the Company and First Canadian mutually agreedtheir intention to terminate the ~~agreement effective October 31, 2008 and all stock options were cancelled effective January 31, 2009.~~

~~On December 11, 2008 the Company accepted the resignation of G.E. “Ted” Creber 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 or public disclosures. The Company agreed to pay Mr. Mann severance of $20,384 (CDN$25,000), payable in two installments. $10,192 (CDN$12,500) was paid on December 12, 2008 and the balance of $10,192 (CDN$12500) is due on April 15, 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.

On November 12, 2008 the Company filed a Form 8-K to disclose that the Company has commenced a normal course issuer bid to purchase up to 1,682,531 shares of its common stock, representing approximately 5% of the Company’s outstanding shares. Blackmont Capital Corporation, based in Vancouver, British Columbia, was engaged to conduct the bid. While the Company has not rescinded the issuer bid, the Company is reconsidering its position with respect to the bid. As of the date of this report, the Company has no intention or ability to make any normal course issuer bids. If the Company effectuates the bid, the Company will pay prevailing market prices for the shares. Purchases pursuant to the bid will be made through the facilities of the Toronto Stock Exchange, subject to the rules of the Toronto Stock Exchange and applicable rules promulgated under the Securities Exchange Act of 1934, as amended. The bid will terminate on the earlier of November 13, 2009, or the date on which all of the shares to be acquired under the bid have been purchased. During the quarter ended January 31, 2009 the Company has not made any normal course issuer bids.

~~On February 2, 2009 the Toronto Stock Exchange (the "TSX") issued a~~ letter to the Company stating that it is reviewing the eligibility of our common shares for continued listing on the TSX. As of the date of this report, the Company is not in compliance with certain of the listing standards of the TSX. The Company has been granted 210 days from the date of the letter to regain compliance with these requirements. In the event the Company is unable to meet TSX standards, its shares will likely cease to be listed.

~~On February 18, 2009 the Company entered into an engagement letter with PricewaterhouseCoopers LLP to provide tax consulting services and paid a retainer of $20,383 (CDN$25,000).~~

~~On March 11, 2009 the Company cancelled 150,000 stock options held by a former director.~~

On November 7, 2008 the Company received written permission from the TSX to extend the meeting date of their Annual and Special Meeting of Shareholders to January 31, 2009. As of the date of this report, the Company has not held its Annual and Special Meeting of Shareholders.agreement.

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.

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~~properties.

~~In connection with the Company's compliance with securities laws and rules, its board of directors evaluated the Company's disclosure 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. 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.

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 the TSX. The Company was unsuccessful at appealing this decision and at the close of the market on September 25, 2009 the Company was de-listed from the TSX.

On November 2, 2009 the Company’s stock began trading on NEX after successfully meeting its requirements.

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:

Currently, we have no source of revenue, we do not have sufficient working capital to complete our exploration programs (including feasibility studies) and we do not have any commitments to obtain additional financing. Further, we do not have enough working capital to meet all of our contractual commitments to acquire our mineral properties. 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:

~~further exploration of the Mount Hinton Property and the results of that exploration;~~

~~our ability to raise the capital necessary to conduct this exploration and preserve our interest in these mineral claims; and~~

~~Because we have no operating revenue, we expect to incur operating losses in future periods as we continue to expend funds to explore and develop the Mount Hinton and Marg Properties.~~ Failure to raise the necessary capital to continue exploration and development could cause us to go out of business.

On February 2, 2009 the Toronto Stock Exchange (TSX) issued a letter to the Company stating that it is reviewing the eligibility of our common shares for continued listing on the TSX. As of the date of this report, the Company is not in compliance with certain of the listing standards of the TSX. The Company has been granted 210 days from the date of the letter to regain compliance with these requirements. If the Company is unable to meet TSX standards, it’s shares will cease to be listed for trading on the TSX.

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.

~~- - 15 -~~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.

On November 2, 2009 the Company’s common shares began trading on the NEX exchange.

On November 13, 2009 Bellhaven issued a press release stating that they were terminating the MOU with the Company.

On November 16, 2009, 2,036,180 warrants held by shareholders of the Company expired.

~~Current Report on Form 8-K “Item 5.01 -Departure of Directors or Certain Officers” dated December 11, 2008~~
In addition, the following reports are incorporated by reference.

Current Report on Form 8-K ~~“Item~~"Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers" dated September 29, 2009.

Current Report on Form 8-K"Item 8.01 ~~-Other Events”~~- Other Events, and Item 3.01 - Notice of De-Listing or Failure to Satisfy a Continued Listing Rule or Standard" dated ~~November 12, 2008~~September 22, 2009.

Current Report on Form 8-K ~~“Item 1.01 -Entry into an Amendment of a Material Definitive Agreement”,~~"Item 8.01 - Other Events" dated ~~December 4, 2008~~August 28, 2009.

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.

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

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

	October 31, 2009	April 30, 2009
	$	$
	(unaudited)	(audited)

ASSETS

CURRENT ASSETS

Cash and cash equivalents	39,402	9,349
Prepaid expenses and other (Note 4)	19,344	64,852
		-
	58,746	74,201

PROPERTY, PLANT AND EQUIPMENT	31,773	33,898
	90,519	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

/s/ Douglas Oliver
Douglas Oliver, CEO and Director

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

	October 31,		April 30,
	2009		2009
	$		$
	(unaudited)		(audited)

LIABILITIES

CURRENT LIABILITIES
Loan from director (Note 10)	102,000		-
Accounts payable and accrued liabilities	308,109		234,134
Obligation under Capital Leases	2,680		2,617
Total Current Liabilities	412,789		236,751

Long -Term Portion of:
Obligations under Capital Lease	2,104		2,471

TOTAL LIABILITIES	414,893		239,222
GOING CONCERN (Note 2)
COMMITMENTS AND CONTINGENCIES (Note 8)
RELATED PARTY TRANSACTIONS (Note 9)
SUBSEQUENT EVENTS (Note 12)
SHAREHOLDERS’ DEFICIENCY
CAPITAL STOCK (Note 6)	4,049		4,049

ADDITIONAL PAID-IN CAPITAL	14,916,339		14,866,470

ACCUMULATED OTHER COMPREHENSIVE LOSS	(100,688	)	(95,220	)

DEFICIT, ACCUMULATED DURING THE EXPLORATION STAGE	(15,144,074	)	(14,906,422	)
	(324,374	)	(131,123	)
	90,519		108,099

See condensed notes to the interim consolidated financial statements.
F-3

	~~Page No.~~

~~Interim Consolidated Balance Sheets as at January 31, 2009 (unaudited) and April 30, 2008 (audited)~~	~~F-2 to F3~~

~~Interim Consolidated Statements of Operations for the nine months and three months ended January 31, 2009 and January 31, 2008 and the period from Inception to January 31, 2009.~~	~~F-4~~

~~Interim Consolidated Statements of Cash Flows for the nine months ended January 31, 2009 and January 31, 2008 and the period from Inception to January 31, 2009.~~	~~F-5~~

~~Interim Consolidated Statements of Changes in Stockholders’ Equity (Deficit) from Inception to January 31, 2009~~	~~F-6 to F9~~

~~Condensed Notes to Interim Consolidated Financial Statements~~	~~F-10 to F-25~~

			For the		For the		For the		For the
			six months		six months		three months		three months
	Cumulative		ended		ended		ended		ended

	since inception		October 31, 2009		October 31, 2008		October 31, 2009		October 31, 2008
	$		$		$		$		$

OPERATING EXPENSES

General and administration	7,125,738		330,360		689,617		216,229		322,807
Project expenses	9,070,481		12,104		1,723,638		6,650		551,729
Exploration Tax Credit	(605,716	)	-		-		-		-
Amortization	167,143		5,494		21,119		2,818		10,638
Loss on sale/disposal of capital assets	5,904		-		-		-		-
Gain on sale of mining property (Note7)	(110,306)		(110,306	)	-		-		-

TOTAL OPERATING EXPENSES	15,653,244		237,652		2,434,374		225,697		885,174

LOSS BEFORE INCOME TAXES	(15,653,244	)	(237,652	)	(2,434,374	)	(225,697	)	(885,174	)

Income taxes recovery	509,170		-		-		-		-

NET LOSS	(15,144,074	)	(237,652	)	(2,434,374	)	(225,697	)	(885,174	)

Loss per share – basic and diluted			(0.01	)	(0.08	)	(0.01	)	(0.03	)

Weighted average common shares outstanding			40,489,532		31,592,332		40,489,535		33,650,629

See condensed notes to the interim consolidated financial statements F-4

	January 31,	April 30,
	2009	2008
	$	$
ASSETS	(unaudited)	(audited)
CURRENT ASSETS

Cash and cash equivalents	113,819	1,255,620
Prepaid expenses and other (note 5)	63,735	282,347
Short-term investment in available-for-sale securities (note 8)	-	31,500

	177,554	1,569,467

RESTRICTED CASH (Note 4)	-	817,092
PROPERTY, PLANT AND EQUIPMENT	57,641	140,041
	235,195	2,526,600

			For the six		For the six
			month period		month period
			ended		ended
	Cumulative		October 31,		October 31,
	Since Inception		2009		2008
	$		$		$
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	(15,144,074	)	(237,652	)	(2,434,374	)
Items not requiring an outlay of cash:
Amortization and impairment	167,143		5,494		21,119
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	1,298,574		5,869		24,823
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	(18,187	)	52,168		73,140
Increase (Decrease) in accounts payable and accrued liabilities	307,619		57,475		4,336
(Increase) Decrease in restricted cash	-		-		817,092

NET CASH USED IN OPERATING ACTIVITIES	(11,398,254	)	(226,952	)	(1,409,664	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment	(222,309	)	-		(38,978	)
Sale of available for sale securities	-				31,500
Short-term Deposit	-		-		(36,530	)
Proceeds from sale of mining property	110,306		110,306

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	(112,003	)	110,306		(44,008	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments from a shareholder	1180		-		-
Proceeds (Repayments) from Demand promissory notes	302,000		102,000		-
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 subscription /issuance of units/shares – net	10,082,190		44,000		578,109
Proceeds (Repayments) from capital lease obligation	5,088		-		(2,097)	))

NET CASH PROVIDED BY FINANCING ACTIVITIES	11,627,947		146,000		576,012

EFFECT OF FOREIGN CURRENCY
EXCHANGE RATE CHANGES	(78,288	)	699		(116,315	)

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS FOR THE QUARTER	39,402		30,053		(993,975	)
Cash and cash equivalents, beginning of quarter	-		9,349		1,255,620

CASH AND CASH EQUIVALENTS, END OF QUARTER	39,402		39,402		261,645
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 October 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	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 October 31, 2009 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)


Promissory note
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 October 31, 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

			For the nine		For the nine
			month period		month period
	Cumulative		ended		ended
	Since		January 31,		January 31,
	Inception		2009		2008
	$		$		$
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the year	(14,759,693	)	(2,870,536	)	(4,573,380	)
Items not requiring an outlay of cash:
Amortization and Impairment	138,999		99,188		13,098
Loss on sale/disposal of property, plant and equipment	5,904		-		-
Registration rights penalty expense	188,125		-		-
Shares issued for property payment	584,226		58,887		57,252
Common shares issued for settlement ofseverance liability to ex-officer	113,130		-		-
Stock-based compensation	1,289,246		28,399		469,057
Compensation expense on issue of warrants	140,892		17,813		88,228
Issue of shares for professional services	860,023		7,500		-
Issue of units against settlement of debts	20,077		-		-
Decrease (Increase) in prepaid expenses and other	(62,578	)	178,552		186,225
Increase (Decrease) in accounts payable and accrued liabilities	344,602		153,359		(76,129	)
(Increase) Decrease in restricted cash	-		817,092		2,266,602
Decrease in restricted deposit	-		-		17,889

NET CASH USED IN OPERATING ACTIVITIES	(11,137,047	)	(1,509,746	)	(1,551,158	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment	(222,309	)	(38,978	)	(41,520	)
(Investment) sale in available for sale securities	-		31,500		(250,000	)
Sale of available for sale securities	(36,530	)	(36,530	)	210,000
Investment in restricted short-term deposits	-		-		(836,820	)

NET CASH USED IN INVESTING ACTIVITIES	(258,839	)	(44,008	)	(918,340	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments from a shareholder	1,180		-		-
Proceeds 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		2,489,203
Proceeds (Repayments) from capital lease obligation	5,678		(2,788	)	(1,660	)

NET CASH PROVIDED BY FINANCING ACTIVITIES	11,482,537	575,321		2,487,543

EFFECT OF FOREIGN CURRENCY
EXCHANGE RATE CHANGES	27,168	(163,368	)	108,711

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS FOR THE QUARTER	113,819	(1,141,801	)	126,756
Cash and cash equivalents, beginning of quarter	-	1,255,620		936,436

CASH AND CASH EQUIVALENTS, END OF QUARTER	113,819	113,819		1,063,192
INCOME TAXES PAID		-		-
INTEREST PAID		-		-

	Number of Common Shares #		Common Shares Amount $		Additional Paid-in Capital $	Subscription for Warrants $	Deficit, Accumulated during the Exploration Stage $		Comprehensive Income (loss) $		Accumulated Other Comprehensive 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	-	-		-		-

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 543,615 flow through units	543,615	54	227,450						9,000		9,000
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
Stock based compensation			28,399
Compensation expense on issue of warrants			17,813
4,134,000 flow through shares	4,134,000	413	577,696
Issuance of common shares for professional services	50,000	5	7,495
Realized gain on available-for-sales securities									(9,000	)	(9,000	)
Foreign currency translation									(221,816	)	(221,816	)
Net loss for the period							(2,870,536	)	(2,870,536	)	-

Balance as of January 31, 2009	33,650,629	3,365	14,675,095				(14,759,693	)	(3,101,352	)	(34,342	)

	19-	20-	28-	15-	28-	18-	14-	21-	25-	8-	28-
	Jan	Mar	Mar	Aug	Sept	Dec	Jan	Feb	Mar	Apr	July
	2007	2007	2007	2007	2007	2007	2008	2008	2008	2008	2008	TOTAL



Risk free rate	4.5%	4.5%	4.5%	5%	4.5%	5.0%	5.0%	5.0%	5.0%	5.0%	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 nine month period ended January 31, 2009	-	-	-	-	$17,127	-	-	-	-	-	11,272	$28,399


Unexpended Stock based compensation cost deferred over the vesting period	-	-	-	-	$9,328	-	-	-	-		-	$9,328


	19-	20-	28-	15-	28-	18-	14-	21-	25-	8-	28-
	Jan	Mar	Mar	Aug	Sept	Dec	Jan	Feb	Mar	Apr	July
	2007	2007	2007	2007	2007	2007	2008	2008	2008	2008	2008	TOTAL

Risk free rate	4.5%	4.5%	4.5%	5%	4.5%	5.0%	5.0%	5.0%	5.0%	5.0%	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		$5,869										$5,869

Unexpended Stock based compensation cost deferred over the vesting period												$nil

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)

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	$~~1,019,160~~1,047,779 (CDN$ 1,250,000)**Deferred
Jan. 1/09 to Dec. 31/09	$~~1,222,992~~1,392,111 (CDN$ 1,500,000)
TOTAL	$~~4,418,421~~4,616,159 (CDN$5,225,000)



F-16

SELECTED INFORMATION
	Three months	Three months
	ended	ended
	October 31,2009	October 31,2008

Revenues	Nil	Nil
Net Loss	$225,697	$885,174
Loss per share-basic and diluted	$ (0.01)	$ (0.03)

	Six months	Six months
	ended	ended
	October 31, 2009	October 31,2008

Revenues	Nil	Nil
Net Loss	$237,652	$2,434,374
Loss per share-basic and diluted	$(0.01)	$ (0.08)

	As at	As at
	October 31, 2009	April 30, 2009

Total Assets	$90,519	$108,099
Total Liabilities	$414,893	$239,222
Cash dividends declared per share	Nil	Nil

Net Loss	$	2,870,536		$	4,573,380
Loss per share-basic and diluted	$	(0.09	)	$	(0.18	)


		As at			As at
		January 31, 2009			April 30, 2008

Total Assets	$	235,195		$	2,526,600
Total Liabilities	$	350,770		$	231,531
Cash dividends declared per share		Nil			Nil

Liquidity and Capital Resources

The following table summarizes the Company's cash flows and cash in hand:
		October 31, 2009			October 31, 2008

Cash and cash equivalent	$	39,402		$	261,645
Working capital (deficit)	$	(354,043	)	$	269,361
Cash used in operating activities	$	(226,952	)	$	(1,409,664	)
Cash provided (used) in investing activities	$	110,306		$	(44,008	)
Cash provided in financing activities	$	146,000		$	576,012

		January 31, 2009			January 31, 2008

Cash and cash equivalent	$	113,819		$	1,063,192
Working capital (deficit)	$	(169,988	)	$	1,777,983
Cash used in operating activities	$	(1,509,746	)	$	(1,551,158	)
Cash used in investing activities	$	(44,008	)	$	(918,340	)
Cash provided in financing activities	$	575,321		$	2,487,543

(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 ~~January~~October 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 ~~January~~October 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.

2.	~~WE DO NOT HAVE ADEQUATE CASH ON HAND TO MEET CURRENT OBLIGATIONS~~

	As of the date of the filing of this report, the Company has very little cash. The Company’s current obligations exceed its cash on hand. In particular, as at January 31, 2009 the Company was obligated to pay Revenue Canada approximately $98,740 (CDN$121,105) as flow-through interest and penalty in connection with “flow through” funds accepted by the Company from investors in prior periods. Subsequent to the period covered by this report, on February 27, 2009 the Company paid $8,153 (CDN$10,000) towards this amount. The Company also owes Atna Resources Ltd. $183,449(CDN$225,000) payable on or before April 30, 2009 in order to maintain the Company’s interest in the Marg Property.

	As a result of current general economic conditions, the Company’s ability to attract investment and/or obtain financing is extremely limited. If we fail to obtain financing, the Company will be forced to cease doing business.

3.4.	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.

5.	~~SHELL COMPANY STATUS~~

	As a result of our financial deterioration the Company may be considered a “shell” company under applicable SEC rules. If the Company is considered a “shell” company, the exemption from registration under SEC Rule 144 for the resale of our stock by our shareholders would not be available. As a result, investors purchasing newly issued “restricted” stock of the Company may not be able to obtain liquidity for their shares as readily or as predictably as would be the case if Rule 144 applies. Consequently, it may be more difficult for the Company to obtain new equity investment.

6.	GOING CONCERN ~~QUALIFICATION~~QUALIFICATION.

	The Company has included a “going concern” qualification in the Consolidated Interim 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


7.6.	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”~~


8.	~~OUR BUSINESS IS AFFECTED BY CHANGES IN COMMODITY PRICES.~~

	Our ability to develop our mineral properties and the future profitability of the Company is directly related to the market price of certain minerals. The Company would be negatively affected if commodity prices were to fall.

9.7.	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 U.S. dollar.

~~10.~~	~~CURRENT LEVELS OF MARKET VOLATILITY COULD HAVE ADVERSE IMPACTS~~

	The capital and credit markets have been experiencing volatility and disruption. If the current levels of market disruption and volatility continue or worsen, there can be no assurance that the Company will not experience adverse effects, which may be material. These effects may include, but are not limited to, difficulties in raising additional capital or debt and a smaller pool of investors and funding sources. There is thus no assurance the Company will have access to the equity capital markets to obtain financing when necessary or desirable.

~~11.~~	~~A GENERAL DETERIORATION IN ECONOMIC CONDITIONS MAY HAVE ADVERSE IMPACTS~~

	The current economic environment is challenging and uncertain. The consequences of a prolonged recession may include a lower level of economic activity and uncertain regarding commodity markets. Further, the risks associated with industries in which the Company operates become more acute in periods of a slowing economy or slow growth.

~~12.~~	~~WE MUST MAKE REGULAR ONGOING INVESTMENTS IN ORDER TO MAINTAIN OUR MINERAL CLAIMS.~~

	We have an option agreement with a private syndicate, known as the Hinton Syndicate, to acquire an interest in the mineral claims described in this report as the “Mount Hinton Property”. Our agreement with the Hinton Syndicate requires us to make regular ongoing investments. If we fail to make these investments, we will not earn an interest in these mineral claims and we may lose all of our rights in the Mount Hinton Property. The Marg Acquisition Agreement, as amended, also requires the requires the Company to make a material payment on April 30, 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 The company has reviewed subsequent events up to December 10, 2009. ~~If we are unable to raise sufficient capital to make this payment we may lose all of our rights in the Marg Property.~~

~~13.~~	~~WEATHER INTERRUPTIONS IN YUKON MAY DELAY OUR PROPOSED EXPLORATION OPERATIONS.~~

	Weather factors will significantly affect our exploration efforts. Currently, we can only work above ground at the Mount Hinton and Marg Properties from late May until early October of each year, depending upon how early snowfall occurs.

~~14.~~	~~WE COULD ENCOUNTER REGULATORY AND PERMITTING DELAYS.~~

	We could face delays in obtaining permits to operate on the Mount Hinton and Marg Properties. Such delays could jeopardize financing, if any is available, in which case we would have to delay or abandon work on one or both of the properties.

~~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~~

~~(a)~~	31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
(a)
	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

~~(b)~~	~~In addition, the following reports are incorporated by reference:~~

		By:/s/ Douglas Oliver
Dated: ~~March 16,~~December 14, 2009	~~By:~~	~~/s/ Kathy Chapman~~ Douglas Oliver
		~~Kathy Chapman~~ Chief Executive Officer

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