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

FORM 10-Q

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

For the quarterly period endedJulyJuly 31, 20092010

Commission file number000-51068

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

Delaware52-2243048
(State of incorporation)(I.R.S. Employer Identification No.)

139 Grand River St. N,. PO Box 5101226 White Oaks Blvd., Suite 10A
Paris,Oakville, Ontario N3L 3T6L6H 2B9 Canada
(Address of principal executive offices including zip code)

210-355-3233905-845-1073

(Registrant'sRegistrant’s telephone number including area code)

With a copy to:

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

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

Yes Q[X]    No £[   ]

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

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

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

Yes £[   ]    No Q[X]

The number of shares of registrant'sregistrant’s common stock outstanding as of July 31, 20092010 was 40,489,53541,839,535.


PART I – FINANCIAL INFORMATION

YUKON GOLD CORPORATION, INC.
(AN EXPLORATION STAGE MINING COMPANY)
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 20092010
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

TABLE OF CONTENTS

 Page No.

Interim Consolidated Balance Sheets as at July 31, 20092010 (unaudited) and April 30, 2009(audited)2010  (audited).

F-2 to F3

Interim Consolidated Statements of Operations for the three months ended July 31,200931, 2010 and July 31, 20082009 and the period from Inception to July 31, 2009.2010.

F-4

Interim Consolidated Statements of Cash Flows for the three months ended July 31,200931, 2010  and July 31, 20082009 and the period from Inception to July 31, 2009.2010.

F-5

Interim Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) fromInceptionfrom  Inception to July 31, 20092010.

F-6 to F8F9

Condensed Notes to Interim Consolidated Financial StatementsStatements.

F-9F-10 to F-19F-23


YUKON GOLD CORPORATION, INC.YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Interim Consolidated Balance Sheets
As at July 31, 2010 (unaudited) and April 30, 2010 (audited)
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)
(An Exploration Stage Mining Company)
Consolidated Balance Sheets
As at July 31, 2009 and April 30, 2009
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

  July 31, 2009   April 30, 2009  July 31, 2010  April 30, 2010 
  $   $     
ASSETS  (unaudited)   (audited)  (unaudited)  (audited) 
      
CURRENT ASSETS              
           
Cash and cash equivalents  17,261   9,349  2,910  1,533 
Prepaid expenses and other (Note 4)  18,290   64,852  13,275  12,748 
           
      -  16,185  14,281 
  35,551   74,201       
     
     
PROPERTY, PLANT AND EQUIPMENT  34,717   33,898  25,465  27,868 
  70,268   108,099  41,650  42,149 

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

F-2


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Interim Consolidated Balance Sheets
As at July 31, 20092010 (unaudited) and April 30, 2009
(Amounts2010 (audited) (Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

   July 31,    April 30, 
   2009    2009  July 31, 2010  April 30, 2010 
  $    $  $  $ 
LIABILITIES   (unaudited)    (audited)  (unaudited)  (audited) 
                
CURRENT LIABILITIES                
          
Loan from director (Note 10) 117,798  102,000 
Accounts payable and accrued liabilities   212,644    234,134  604,891  556,212 
Obligation under Capital Leases   2880    2,617  1,555  2,454 
Total Current Liabilities   215,524    236,751  724,244  660,666 
                
Long -Term Portion of:          
Obligations under Capital Lease   2,753    2,471 
          
TOTAL LIABILITIES   218,277    239,222 
GOING CONCERN (Note 2)                
COMMITMENTS AND CONTINGENCIES (Note 8)                
RELATED PARTY TRANSACTIONS (Note 9)                
SUBSEQUENT EVENTS (Note 11)      
      
      
SHAREHOLDERS’ DEFICIENCY                
                
CAPITAL STOCK (Note 6)   4,049    4,049 
CAPITAL STOCK (Note 5) 4,184  4,184 
                
ADDITIONAL PAID-IN CAPITAL   14,868,413    14,866,470  14,931,204  14,931,204 
                
ACCUMULATED OTHER COMPREHENSIVE LOSS   (102,094)   (95,220) (108,640) (111,871)
                
DEFICIT, ACCUMULATED DURING THE EXPLORATION STAGE   (14,918,377)   (14,906,422) (15,509,342) (15,442,034)
   (148,009)   (131,123) (682,594) (618,517)
   70,268    108,099  41,650  42,149 

See condensed notes to the interim consolidated financial statements.

F-3


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Interim Consolidated Statements of Operations
For the three months ended July 31, 20092010 and July 31, 20082009 and
the period from Inception to July 31, 2009
2010
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

          For the three     For the three 
          month     month  For theFor the
          period     period  three monthsthree months
    Cumulative     ended     ended endedended
         since     July 31,     July 31, CumulativeJuly 31,July 31,
     inception     2009     2008 since inception20102009
   $     $     $ $$$
                     
OPERATING EXPENSES                           
   
General and administration    6,909,509     114,131     366,810  7,476,596  65,267  114,131 
Project expenses    9,063,831     5,454     1,171,909 9,077,029-5,454
Exploration Tax Credit    (605,716)    -     -  (605,716) -  - 
Amortization    164,325     2,676     10,481 175,0052,0412,676
Loss on sale/disposal of property, plant and equipment    5,904     -       
Gain on sale of mining property (note 7)    (110,306)    (110,306)      
Loss on sale/disposal of capital assets 5,904  -  - 
Gain on sale of mining property (Note 7)(110,306)-(110,306)
                           
TOTAL OPERATING EXPENSES    15,427,547     11,955     1,549,200 16,018,51267,30811,955
                        
LOSS BEFORE INCOME TAXES    (15,427,547)    (11,955)    (1,549,200)(16,018,512)(67,308)(11,955)
                           
Income taxes recovery    509,170     -     - 509,170--
                         
NET LOSS    (14,918,377)    (11,955)    (1,549,200)(15,509,342)(67,308)(11,955)
                           
Loss per share - basic and diluted          (0.00))    (0.05))
Loss per share – basic and diluted (0.00)(0.00)
                           
Weighted average common shares outstanding          40,489,535     29,534,035  41,839,53540,489,535

See condensed notes to the interim consolidated financial statements.

F-4


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Interim Consolidated Statements of Cash Flows
For the three month period ended July 31, 2010 and July 31, 2009 and
the period from Inception to July 31, 2010
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

     For the three  For the three 
     month period  month period 
     ended  ended 
  Cumulative  July 31,  July 31, 
  Since Inception  2010  2009 
  $  $   
CASH FLOWS FROM OPERATING ACTIVITIES         
Net loss for the period (15,509,342) (67,308) (11,955)
Items not requiring an outlay of cash:         
Amortization and impairment 175,005  2,041  2,676 
Loss on sale/disposal of capital assets 5,904  -  - 
Registration rights penalty expense 188,125  -  - 
Shares issued for property payment 772,826  -  - 
Common shares issued for settlement of         
severance liability to ex-officer 113,130  -  - 
Stock-based compensation 1,298,574  -  1,943 
Compensation expense on issue of warrants 140,892  -  - 
Issue of shares for professional services 875,023  -  - 
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 (960) (682) 53,515 
Increase (Decrease) in accounts payable and accrued liabilities 580,168  52,476  (38,714)
          
          
NET CASH USED IN OPERATING ACTIVITIES (11,450,884) (13,473) (102,841 
          
CASH FLOWS FROM INVESTING ACTIVITIES        
   Purchase of property, plant and equipment (222,309) -  - 
   Investment in available for sale securities (36,530) -  - 
   Proceeds from sale of mining property 110,306  -  110,306 
          
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (148,533) -  110,306 
          
CASH FLOWS FROM FINANCING ACTIVITIES         
Repayments from a shareholder 1,180  -  - 
Proceeds from Demand promissory notes 317,798  15,798  - 
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  -  - 
Proceeds from capital lease obligation 2,454  -  - 
          
NET CASH PROVIDED BY FINANCING ACTIVITIES 11,641,111  15,798  - 
          
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES (38,784) (948) 447 
          
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FOR THE QUARTER 2,910  1,377  7,912 
Cash and cash equivalents, beginning of period -  1,533  9,349 
          
CASH AND CASH EQUIVALENTS, END OF PERIOD 2,910  2,910  17,261 
INCOME TAXES PAID    -  - 
INTEREST PAID    -  - 
          
          

See condensed notes to the interim consolidated financial statements.

F-5


YUKON GOLDCORPORATION, INC.
(AnExploration StageMiningCompany)
InterimConsolidatedStatements ofChanges inStockholders’Deficiency
FromInception to July 31, 2010
(Amountsexpressed in USDollars)
(Unaudited-Prepared byManagement)

              Deficit,       
  Number           Accumulated  -  Accumulated 
  of  Common  Additional     during the  Comprehensive  Other 
  Common  Shares  Paid-in  Subscription  Exploration  Income  Comprehensive 
  Shares  Amount  Capital  for Warrants  Stage  (loss)  Income (loss) 
  #  $  $  $  $  $  $ 
Issuance of Common shares 2,833,377  154,063  -  -  -  -  - 
Issuance of warrants -  -  1,142  -  -  -  - 
Foreign currency translation -  -  -  -     604  604 
Net loss for the year -  -  -     (124,783) (124,783) - 
                      
Balance as of April 30, 2003 2,833,377  154,063  1,142  -  (124,783) (124,179) 604 
                      
Issuance of Common shares 1,435,410  256,657  -  -  -  -    
Issuance of warrants -  -  2,855  -  -  -    
Shares repurchased (240,855) (5,778) -  -  -  -    
Recapitalization pursuant to reverse acquisition 2,737,576  (404,265) 404,265  -  -  -    
Issuance of Common shares 1,750,000  175  174,825  -  -  -    
Issuance of Common shares for Property                     
Payment 300,000  30  114,212  -  -  -    
Foreign currency translation -  -  -  -  -  (12,796) (12,796)
Net loss for the year -  -  -  -  (442,906) (442,906) - 
                      
Balance as of April 30, 2004 8,815,508  882  697,299  -  (567,689) (455,702) (12,192)
                      
Issuance of Common shares for Property Payment 133,333  13  99,987  -  -  -  - 
Issuance of common shares on Conversion of Convertible Promissory note 76,204  8  57,144  -  -  -  - 

F-6


YUKON GOLDCORPORATION, INC.
(AnExploration StageMiningCompany)
InterimConsolidatedStatements ofChanges inStockholders’Deficiency
FromInception to July 31, 2010
(Amountsexpressed in USDollars)

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 promissory notes 101,150  10  76,523         

F-7


YUKON GOLDCORPORATION, INC.
(AnExploration StageMiningCompany)
InterimConsolidatedStatements ofChanges inStockholders’Deficiency
FromInception to July 31, 2010
(Amountsexpressed in USDollars)

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             

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          

F-8


YUKON GOLDCORPORATION, INC.
(AnExploration StageMiningCompany)
InterimConsolidatedStatements ofChanges inStockholders’Deficiency
FromInception to July 31, 2010
(Amountsexpressed in USDollars)

Issue of 334,218 unit special warrants-net

          230,410          

Issue of 3,105,358 common shares for 2,823,049 flow through warrants

 3,105,358  310  1,916,064  (1,916,374)         

Issue of 367,641 common shares for 334,218 unit special warrants

 367,641  37  230,373  (230,410)      

Registration rights penalty expense

       188,125             

Foreign currency translation

                (58,446) (58,446)

Net loss for the year

             (3,703,590) (3,703,590)   

Balance April 30, 2007

 22,883,137  2,288  10,949,726  0  (6,935,382) (3,762,036) (63,608)

Shares for property payment

 136,364  13  57,239             

Stock based compensation

       584,328             

Unrealized gain on available-for-sale securities net of deferred taxes

           9,000  9,000 

543,615 flow through units

 543,615  54  227,450             

1,916,666 units-net

 1,916,666  192  698,110             

1,071,770 flow through units

 1,071,770  108  449,379             

2,438,888 units-net

 2,438,888  244  1,036,622             

Expenses relating to issue of units

       (141,080)            

Compensation expense on issue of warrants

     123,079         

Foreign currency translation

                251,082  251,082 

Net loss for the year

             (4,953,775) (4,953,775)   

Balance as of April 30, 2008

 28,990,440  2,899  13,984,853  

  -

  (11,889,157) (4,693,693) 196,474 

Shares for property payment

 476,189  48  58,839             

Shares for property payment

 6,838,906  684  187,916             

Stock based compensation

       31,858             

Compensation expense on issue of warrants

       17,813             

4,134,000 flow through shares

 4,134,000  413  577,696             

Issuance of shares for professional services

 50,000  5  7,495             

Realized gain on available-for-sale securities

           (9,000) ( 9,000)

Foreign currency translation

                (282,694) (282,694)

Net loss for the year

             (3,017,265) (3,017,265) - 

Balance as of April 30, 2009

 40,489,535  4,049  14,866,470  

  -

  (14,906,422) (3,308,959) (95,220)

Stock based compensation

       5,869             

Issuance of 1,100,000 shares for cash

 1,100,000  110  43,890             

Issuance of common shares for professional services

 250,000  25  14,975         

Foreign currency translation

                (16,651) (16,651)

Net loss for the year

             (535,612) (535,612) - 

 

                     

Balance as of April 30, 2010

 41,839,535  4,184  14,931,204  

  -

  (15,442,034) (552,263) (111,871)

Foreign currency translation

                3,231  3,231 

 

                     

Net loss for the period

             (67,308) (67,308)   

Balance as of July 31, 2010

 41,839,535  4,184  14,931,204  -  (15,509,342) (64,077) (108,640)

See condensed notes to the interim consolidated financial statements

F-4F-9


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

           For the three month     For the three 
     Cumulative     period     month period 
     Since     ended     ended 
     Inception     July 31, 2009     July 31, 2008 
    $     $     $ 
CASH FLOWS FROM OPERATING ACTIVITIES                  
Net loss for the period    (14,918,377)    (11,955)    (1,549,200)
Items not requiring an outlay of cash:                  
Amortization and impairment    164,325     2,676     10,481 
Loss on sale/disposal of capital assets    5,904     -     - 
Registration rights penalty expense    188,125     -     - 
Shares issued for property payment    772,826     -     58,887 
Common shares issued for settlement ofseverance liability to ex-officer   113,130        - 
Stock-based compensation    1,294,648     1,943     15,611 
Compensation expense on issue of warrants    140,892     -     17,813 
Issue of shares for professional services    860,023     -     7,500 
Gain on sale of mining property    (110,306)    (110,306)    - 
Issue of units against settlement of debts    20,077     -     - 
Decrease (Increase) in prepaid expenses and other    (17,133)    53,515     (5,331)
Increase (Decrease) in accounts payable and accrued liabilities    212,154     (38,714)    237,142 
(Increase) Decrease in restricted cash    -     -     211,528 
                   
                   
                   
NET CASH USED IN OPERATING ACTIVITIES    (11,273,712)    (102,841)    (995,569)
                   
CASH FLOWS FROM INVESTING ACTIVITIES                  
Purchase of property, plant and equipment    (222,309)    -     (38,978)
Sale of available for sale securities    -           31,500 
(Investment) sale in available for sale securities    -     -     (42,969)
Proceeds from sale of mining property    110,306     110,306       
                   
NET CASH PROVIDED BY (USED IN) INVESTINGACTIVITIES   (112,003)   110,306    (50,447)
                   
CASH FLOWS FROM FINANCING ACTIVITIES                  
Repayments from a shareholder    1180     -     - 
Proceeds (Repayments) from Demand promissory notes    200,000     -     - 
Proceeds from Convertible promissory notes converted    200,500     -     - 
Proceeds from the exercise of stock options    61,000     -     - 
Proceeds from exercise of warrants – net    450,309     -     - 
Proceeds from subscription of warrants – net    525,680     -     - 
Proceeds from issuance of units/shares – net    10,038,190     -     578,109 
Proceeds (Repayments) from capital lease obligation    5,088     -     (1,761))
                   
NET CASH PROVIDED BY FINANCING ACTIVITIES    11,481,947     -     576,348 
                   
EFFECT OF FOREIGN CURRENCYEXCHANGE RATE CHANGES   (78,971)   447    (31,569)
                   
NET INCREASE (DECREASE) IN CASH AND CASHEQUIVALENTS FOR THE QUARTER   17,261    7,912    (501,237)
Cash and cash equivalents, beginning of quarter    -     9,349     1,255,620 
                   
CASH AND CASH EQUIVALENTS, END OF QUARTER    17,261     17,261     754,383 
INCOME TAXES PAID          -     - 
INTEREST PAID          -     - 

See condensed notes to the interim consolidated financial statements

F-5


YUKON GOLDCORPORATION, INC.
(AnExploration StageMiningCompany)
ConsolidatedStatements ofChanges inStockholders’ Equity(Deficiency)
FromInception to July 31, 2009
(Amountsexpressed in USDollars)
(Unaudited-Prepared byManagement)

                             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 ofConvertiblePromissory note    76,204     8     57,144     -     -     -     - 

F-6


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Consolidated Statements of Changes in Stockholders’ Equity (Deficiency)

From Inception to July 31, 2009
(Amounts expressed in US Dollars)
(Unaudited -Prepared by Management)

                                        
Foreign currency translation    -     -     -     -        9,717     9,717 
Net loss for the year    -     -     -     -  (808,146)    (808,146)    - 
                                        
Balance as of April 30, 2005    9,025,045     903     854,430     -  (1,375,835)    (798,429)    (2,475)
                                        
Stock based compensation - Directors and officers                216,416                      
Stock based compensation - Consultants                8,830                      
Issue of common shares and Warrants on retirement ofDemand Promissory note    369,215     37     203,031                      
Units issued to an outside company for professional servicessettlement    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 ConvertiblePromissory 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 ConvertiblePromissory 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 ConvertiblePromissory notes    34,306     4     25,905                      
Issuance of common shares on Exercise of warrants    10,000     1     8,771                      
Issuance of common shares on Conversion of Convertible    101,150     10     76,523                      

F-7


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Consolidated Statements of Changes in Stockholders’ Equity (Deficiency)

From Inception to April 30, 2009
(Amounts expressed in US Dollars)
(Unaudited -Prepared by Management)

Promissory notes                                                            
Issue of 400,000 Special Warrants net                      371,680                                     
Issue of 200,000 flow through warrants                      154,000                                     
Brokered private placement of shares- net    5,331,327     533     2,910,375                                           
Brokered Private placement of flow through Shares- net    25,000     2     13,310                                           
Exercise of stock options    10,000     1     5,499                                           
Foreign currency translation    -     -     -                       (2,687)          (2,687)      
Net loss for the year    -     -     -           (1,855,957)          (1,855,957)          -       
Balance at April 30, 2006    16,366,728     1,637     5,301,502     525,680     (3,231,792)           (1,858,644)            (5,162)        
                                                             
Exercise of warrants    10,000     1     8,986                                           
Exercise of warrants    45,045     5     40,445                                           
Exercise of warrants    16,000     2     14,278                                           
Common shares issued for settlement of severance liability toex-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


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Consolidated Statements of Changes in Stockholders’ Equity (Deficiency)

From Inception to April 30, 2009
(Amounts expressed in US Dollars)
(Unaudited -Prepared by Management)

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 throughwarrants    3,105,358     310     1,916,064     (1,916,374)                  
Issue of 367,641 common shares for 334,218 unit specialwarrants    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 deferredtaxes                                  9,000     9,000 
543,615 flow through units    543,615     54     227,450                         
1,916,666 units-net    1,916,666     192     698,110                         
1,071,770 flow through units    1,071,770     108     449,379                         
2,438,888 units-net    2,438,888     244     1,036,622                         
Expenses relating to issue of units                (141,080)                        
Compensation expense on issue of warrants                123,079                         
Foreign currency translation                                  251,082     251,082 
Net loss for the year                            (4,953,775)    (4,953,775)      
Balance as of April 30, 2008    28,990,440     2,899     13,984,853           (11,889,157)    (4,693,693)    196,474 
Shares for property payment    476,189     48     58,839                         
Shares for property payment    6,838,906     684     187,916                         
Stock based compensation                31,858                         
Compensation expense on issue of warrants                17,813                         
4,134,000 flow through shares    4,134,000     413     577,696                         
Issuance of shares for professional services       50,000     5     7,495                         
Realized gain on available-for-sale securities                                  (9,000)     ( 9,000)
Foreign currency translation                                  (282,694)    (282,694)
Net loss for the period                            (3,017,265)    (3,017,265)                 - 
Balance as of April 30, 2009    40,489,535     4,049     14,866,470           (14,906,422)    (3,308,959)     (95,220)
Stock based compensation                1,943                         
Foreign currency translation                                  (6,874)         6,874)
Net loss for the period                            (11,955)    (11,955)      
Balance as of July 31, 2009    40,489,535     4,049     14,868,413           (14,918,377)    (18,829)     (102,094)

See condensed notes to the interim consolidated financial statements

F-9


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Condensed Notes to Interim Consolidated Financial Statements
July 31, 20092010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

1.BASIS OF PRESENTATION

The accompanying unaudited 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 bynecessary 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. Operatingstatement 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. Interimperiods. The 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 auditedreport on Form 10-K for the year ended April 30, 2010. In the opinion of management, the accompanying 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 July 31, 2010 and April 30, 2010, the results of its operations for the three-month periods ended July 31, 2010 and July 31, 2009, and its cash flows for the three-month periods ended July 31, 2010 and July 31, 2009. 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 three-month period ended July 31, 2010 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.

2.GOING CONCERN

The Company's interim consolidated financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has no source for operating revenue and expects to incur significant expenses before establishing operating revenue. Because of continuing operating losses, negative working capital, stockholders’ deficiency and cash outflows from operations, the Company’s continuance as a going concern is dependent upon its ability to obtain adequate financing and to reach profitable levels of operation. In the event that the Company is unable to raise additional capital, as to which there is no assurance, the Company will not be able to continue doing business. Further, the Company’s subsidiary has been ordered by an Ontario Superior Court of Justice to pay a penalty of $116,832 (CDN $120,138) for early termination of its office lease in Toronto, Ontario. 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. On August 31, 2010 the Company entered into an Agreement with Lance Capital Ltd. (Lance), an Ontario Canada corporation, pursuant to which, among other things, Lance is assisting the the Company in the settlement of certain debts of the Company and providing bridge financing, as more particularly described in Note 12 Subsequent Events.

F-10


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Condensed Notes to Interim Consolidated Financial Statements
July 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

2.        GOING CONCERN-Cont’d

These interim 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 interim consolidated financial statements.

F-10


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

Notes to Interim Consolidated Financial StatementsJuly 31, 2009
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

3.        NATURE OF OPERATIONS

The Company is an exploration stage mining company and has not yet realized any revenue from its operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property payments are initially capitalized in accordance with the ASC 805-20-55-37, previously referenced as EITF 04-2 when incurred. The Company assesses the carrying costs for impairment under Accounting Standards 930 Extractive Activities – Mining (AS 930) at each fiscal quarter end. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. When it has been determined that a mineral property can be economically developed as a result of establishing proven and developmentprobable reserves, the costs incurred to develop such property will be capitalized. Once capitalized, such costs will be amortized using the units-of-production method over the estimated life of its miningthe probable reserves. If mineral properties located inare subsequently abandoned or impaired, any capitalized costs will be charged to operations. The Company assesses the Yukon Territory in Canada.carrying costs for impairment at each fiscal quarter end. The Company has not yet determined whether these properties contain mineral reserves that all property payments are economically recoverable. The business of miningimpaired 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.accordingly has written off the acquisition costs to project expense.

4.        PREPAID EXPENSES AND OTHER

Included in prepaid expenses and other is an amount of $6,797$11,428 (CDN$7,324)11,751) being Goods & Services tax receivable from the Federal Government of Canada. Included in “prepaid expenses and other” is also a deposit of $nil (prior year: $148,928 (CDN $150,000) with a contractor for diamond drilling at drill sites to be selected by the Company.

5.CAPITAL STOCK

a)Authorized

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

b)Issued

40,489,53541,839,535 Common shares.shares (41,839,535 at April 30, 2010).

F-11


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

Condensed Notes to Interim Consolidated Financial Statements
July 31, 20092010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

5.CAPITAL STOCK-Cont’d

c)Changes to Issued Share Capital

Year ended April 30, 20092010

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 issued 1,100,000 common shares.

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,September 28, 2009 the Company entered into a consultingan employment agreement with Clarke Capital Group Inc. (“Clarke”) pursuant to which Clarke was retained to provide the Company with investor relations and business communications services for an initial term of 6 months, renewable thereafter for an additional 6-month term. Upon execution of the Clarke Agreement the Company paid Clarke $14,648 (CDN$15,000). Pursuant to the Clarke Agreement, the Company issued Clarke 50,000 shares of common stock on July 14, 2008 which was valued at market price for $7,500.

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

The Company assumed the rights to acquire the Marg Property under a Property Purchase Agreement (“Agreement”) with Atna Resources Ltd. (“Atna”Douglas Oliver (the “Employee”). 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 Companyserve as its President and Atna entered into a letter agreement (the “Amendment Agreement”) amending the purchase agreement by which the Company acquired its Marg Property (the “Marg Acquisition Agreement”). UnderChief Executive Officer. As per the terms of the Marg Acquisition Agreementsaid agreement, the Company was requiredissued to pay to Atna $163,066 (CDN$200,000) (in cash orthe Employee 250,000 common shares of the Company’s common stock)stock, The Employee acknowledges that such shares will be “restricted shares” subject to limitations on December 12, 2008. In lieure-sale. The Employee further acknowledges that he will be considered as affiliate for purposes 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.Rule 144.

Three months ended July 31, 20092010

TheDuring the three-month period ended July 31, 2010, the Company did not issue any shares during the three month period ended July 31, 2009shares.

F-12


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

Notes to Interim Consolidated Financial StatementsJuly 31, 2009
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

6.        STOCK BASED COMPENSATION

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

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

Subject to the provisions of the 2006 Stock Option Plan, the aggregate number of shares which may be issued under the 2006 Stock Option Plan shall not exceed 2,000,000 shares ("Total Shares"). On March 18, 2008 at the Annual and Special Meeting of Shareholders, the Shareholders of the Company approved an amendment to the 2006 Stock Option Plan increasing the number of Shares reserved for issuance there under from 2,000,000 to 2,899,044. Any Stock Option granted under the 2006 Stock Option Plan which has been exercised shall again be available for subsequent grant under the 2006 Stock Option Plan, effectively resulting in a re-loading of the number of shares available for grant under the 2006 Stock Option Plan. Any shares subject to an option granted under the 2006 Stock Option Plan which for any reason is surrendered, cancelled or terminated or expires without having been exercised shall again be available for subsequent grant under the 2006 Stock Option Plan.

F-12


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Condensed Notes to Interim Consolidated Financial Statements
July 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

6.        STOCK-BASED COMPENSATION-Cont’d

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.

F-13


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

Notes to Interim Consolidated Financial StatementsJuly 31, 2009
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

6. STOCK BASED COMPENSATION-Cont’d

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

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

Year ended April 30, 2009.2010

DuringThe company did not issue any stock options during the year ended April 30, 2009, the following stock options were granted under the 2006 stock option plan:

On July 28, 2008 the board of directors granted options to a consultant to acquire 250,000 shares, to vest 50,000 immediately and the balance of 50,000 each at three-month intervals. These options can be exercised over a period of five (5) years. The exercise price was set at $0.15 (CDN$0.15) per share. These options were granted under the Company’s 2006 stock option plan. On December 12, 2008, the Company and the consultant mutually agreed to terminate the agreement effective October 31, 2008 and cancelled the 250,000 options on January 31, 2009.2010.

Three month period ended July 31, 20092010

The company did not issue any stock options during the three month period ended July 31, 2009.2010.

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

F-14


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

Notes to Interim Consolidated Financial StatementsJuly 31, 2009
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

6. STOCK BASED COMPENSATION-Cont’d

 19-20-28-15-28-18-14-21-25-8-28- 
 JanMarMarAugSeptDecJanFebMarAprJuly 
 20072007200720072007200720082008200820082008TOTAL
             
Risk free rate4.5%4.5%4.5%5%4.5%5.0%5.0%5.0%5.0%5.0%5.0% 
             
Volatility factor94.49%57.48%98.67%91.68%92.20%101.61%45.19%95.77%94.92%94.49%97.44% 
             
Stock-based       ��    
compensation            
cost expensed            
during the period            
ended July 31,            
2009    $1,943      $1,943
             
Unexpended Stock            
based compensation           
cost deferred over            
the vesting period           $nil

As of July 31, 2009April 30, 2010 there was $nil of unrecognized expenses related to non-vested stock-based compensation arrangements granted. The stock-based compensation expense for the three month period ended July 31, 20092010 was $1,943.$nil.

Cancellation/Expiration/Forfeiture of Stock Options:

Year ended April 30, 2010

On June 24, 2009 200,000 stock options held by a former officer were forfeited.

On August 4, 2009 340,000 stock options held by a former director were forfeited.

On October 24, 2009 the Company cancelled 200,000 stock options granted toheld by a former officer.

F-13


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Condensed Notes to Interim Consolidated Financial Statements
July 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

6.        STOCK-BASED COMPENSATION-Cont’d

On December 15, 2009 250,000 stock options held by a former director expired.

On January 5, 2010 12,000 stock options held by an officer expired.

On January 19, 2010 350,000 stock options held by a former director were forfeited.

On January 29, 2010 400,000 stock options held by a former director were forfeited.

Cancellation/Expiration/Forfeiture of Stock Options:

For the Company.three months ended July 31, 2010

No stock options were cancelled, expired or forfeited.

F-14


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Condensed Notes to Interim Consolidated Financial Statements
July 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

7.SALE OF MOUNT HINTON MINING PROPERTY CLAIMS:

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

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

F-15


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

Notes to Interim Consolidated Financial StatementsJuly 31, 2009
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

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

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

PROPERTY PAYMENTS
On execution of the July 7, 2002 Agreement$ 19,693 (CDN$ 25,000) Paid
On July 7, 2003$ 59,078 (CDN$ 75,000) Paid
On July 7, 2004$118,157 (CDN$ 150,000) Paid
On January 2, 2006$125,313 (CDN$ 150,000) Paid
On July 7, 2006$134,512 (CDN$ 150,000) Paid
On July 7, 2007$141,979 (CDN$ 150,000) Paid
On July 7, 2008$146,484 (CDN$ 150,000) Paid
TOTAL$745,216 (CDN$850,000)
WORK PROGRAM-expenditures to be incurred in the following periods;
July 7/02 to July 6/03$ 118,157 (CDN$ 150,000) Incurred
July 7/03 to July 6/04$ 196,928 (CDN$ 250,000) Incurred
July 7/04 to July 6/05$ 256,006 (CDN$ 325,000) Incurred
July 7/05 to Dec. 31/06$ 667,795 (CDN$ 750,000) Incurred
Jan. 1/07 to Dec. 31/07$ 937,383 (CDN$ 1,000,000) Incurred
Jan. 1/08 to Dec. 31/08$1,047,779 (CDN$ 1,250,000)**Deferred
Jan. 1/09 to Dec. 31/09$1,392,111 (CDN$ 1,500,000)
TOTAL$4,616,159 (CDN$5,225,000)

F-16


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

Notes to Interim Consolidated Financial StatementsJuly 31, 2009
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

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

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

On May 21, 2009, the Company, through its wholly owned subsidiary, YGC, sold its interest in the Mount Hinton Property to the Hinton Syndicate. All of the claims comprising the Mount Hinton Property were conveyed by the Company’s subsidiary to a member of the Hinton Syndicate. The Hinton Syndicate paid the Company (i) $110,306 (CDN$125,000) on May 21, 2009 and (ii) granted to the Company’s subsidiary a 2% “Net Smelter Royalty (an “NSR”) on the Mount Hinton Property claims. Such 2% NSR may be terminated at any time by payment to Yukon GoldYGC of the following:

 If the payment is made to Yukon GoldYGC within the 12-month anniversary of the Closing:
(This payment was not made within the 12-month anniversary of the Closing.)
$89,453(CDN$111,835
(CDN$115,000)
   
 If the payment is made to Yukon GoldYGC after the 12-month anniversary of the Closing but before the 24-month anniversary of the Closing:$129,930(CDN$136,147
(CDN$140,000)
   
 If the payment is made to Yukon GoldYGC after the 24-month anniversary of the Closing but before the 36-month anniversary of the Closing:$153,132(CDN$160,459
(CDN$165,000)
   
 If the payment is made to Yukon GoldYGC after the 36-month anniversary of the Closing but before the 48-month anniversary of the Closing:$176,334(CDN$184,771
(CDN$190,000)
   
 If the payment is made to Yukon GoldYGC after the 48-month anniversary of the Closing, it shall be increasedby $23,202increased by $24,312 (CDN$25,000) for each 12-month periodfollowingperiod following the 49-month anniversary of the ClosingClosing.

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

F-17F-15


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

Condensed Notes to Interim Consolidated Financial Statements
July 31, 20092010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

8.COMMITMENTS AND CONTINGENCIES

The Marg Property

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

The Company assumed the rights to acquire the Marg Property under a Property Purchase Agreement (“Agreement”) with Atna Resources Ltd. (“Atna”). Under the terms of the Agreement as amended the Company paid $119,189 (CDN$150,000) cash and 133,333 common shares as a down payment. The Company made payments under the Agreement for $43,406 (CDN$50,000) cash and an additional 133,333 common shares of the Company on December 12, 2005; $86,805 (CDN$100,000) cash and an additional 133,334 common shares of the Company on December 12, 2006. On December 12, 2007 the Company paid $98,697 (CDN$100,000) being the next payment then due.

The Company has agreed to make subsequent payments under the Agreement of: $167,645 (CDN$200,000) in cash and/or common shares of the Company (or some combination thereof to be determined) on or before December 12, 2008. On December 4, 2008 the Company and Atna Resources Ltd. (“Atna”) entered into a letter agreement (the “Amendment Agreement”) amending the purchase agreement by which the Company acquired its Marg Property (the “Marg Acquisition Agreement”). Under the terms of the Marg Acquisition Agreement the Company was required to pay to Atna $167,645 (CDN$200,000) (in cash or shares of the Company’s common stock) on December 12, 2008. In lieu of making such payment, the Amendment Agreement permitted the Company to pay Atna $19,980 (CDN$25,000) in cash on December 12, 2008 (paid) and $188,600 (CDN$225,000) (payable in cash or shares of the Company’s common stock) on April 30, 2009. On April 30, 2009, the Company issued to Atna 6,838,906 common shares which represent $188,600 (CDN $225,000), whereby the common shares were valued at $0.0276 (CDN $0.0329) each. Upon the commencement of commercial production at the Marg Property, the Company will pay to Atna $838,223 (CDN$1,000,000) in cash and/or common shares of the Company, or some combination thereof to be determined.

On April 2, 2007 the Company accepted a proposed work program, budget and cash call schedule for the Marg project. The Company has paid cash calls in the amount of $2,100,528 (CDN$2,281,880) for the 2007 Work Program. The Company had approximately $515,561 (CDN$550,000) on deposit left over from the 2006 cash call schedule. On May 15, 2007 the Company paid $703,037 (CDN$750,000), on June 15, 2007 the Company paid $703,037 (CDN$750,000), and on July 15, 2007 the Company paid $703,037 (CDN$750,000) being three of the four cash call payments.

F-18


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

Notes to Interim Consolidated Financial StatementsJuly 31, 2009
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

8.COMMITMENTS AND CONTINGENCIES-Cont’d

The fourth and final payment of $402,244 (CDN$380,000) was paid on August 15, 2007. On August 31, 2007 the Company re-allocated $537,864 (CDN$508,120) being the balance of the third cash call payment for the Mount Hinton 2007 Work Program from cash call funds previously allocated to the Marg Project. These re-allocated funds were not needed for the Marg Project. On January 23, 2008 the Company was refunded $388,524 (CDN$390,000) as these funds were not needed for the Marg Project.

9.RELATED PARTY TRANSACTIONS

Three month period ended July 31, 2009

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

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

Three month period ended July 31, 2008

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

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

10. SUBSEQUENT EVENTS

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

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

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

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

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

On September 2, 2009, the Ontario Securities Commission issued a “cease trade” order covering the Company’s shares because the Company had failed to timely file its annual report. The cease trade order was lifted as of September 15, 2009 upon filing by the Company of its annual report on Form 10-K for the year ended April 30, 2009.

F-19


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

Discussion of Operations & Financial Condition

Yukon Gold has no source of revenue and we continue to operate at a loss. We expect our operating losses to continue for so long as we remain in an exploration stage and perhaps thereafter. As at July 31, 2009, we had accumulated losses of $14,918,377. These losses raise substantial doubt about our ability to continue as a going concern. Our ability to emerge from the exploration stage and conduct mining operations is dependent, in large part, upon our raising additional equity financing.

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

SELECTED INFORMATION            
             
     Three months ended     Three months ended 
     July 31, 2009     July 31, 2008 
             
Net Loss   $11,955    $1,549,200 
Loss per share-basic and diluted   $ (0.00)   $ (0.05)
             
             
     As at     As at 
     July 31, 2009     April 30, 2009 
             
Total Assets   $70,268     108,099 
Total Liabilities   $218,277     239,222 
Cash dividends declared per share    Nil     Nil 

Gain on sale of mining property

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

Net Loss

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

20


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

(a)General and Administrative Expense

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

(b)Project Expense

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

Agreement with Hinton Syndicate Concerning our Former Mount Hinton Property

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

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

The Hinton Option Agreement pertained to an “area of interest” which included the area within ten kilometres of the outermost boundaries of the 273 mineral claims, which constituted our mineral properties. Either party to the Hinton Option Agreement could stake claims outside the 273 mineral claims, but each must notify the other party if such new claims were within the “area of interest.” The non-staking party could then elect to have the new claims included within the Hinton Option Agreement. As of December 11, 2006, there were an additional 24 claims staked, known as the “Gram Claims” which became subject to the Hinton Option Agreement. 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.

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.

21


The Hinton Syndicate paid the Company (i) $110,306 (CDN$125,000) on May 21, 2009 and (ii) granted to the Company’s subsidiary a 2% “Net Smelter Royalty (an “NSR”) on the Mount Hinton Property claims. Such 2% NSR may be terminated at any time by payment to Yukon Gold of the following:

If the payment is made to Yukon Gold within the 12-month anniversary of the Closing:$89,453(CDN$115,000)
If the payment is made to Yukon Gold after the 12-month anniversary of the Closing but before the 24-month anniversary of the Closing:$129,930(CDN$140,000)
If the payment is made to Yukon Gold after the 24-month anniversary of the Closing but before the 36-month anniversary of the Closing:$153,132(CDN$165,000)
If the payment is made to Yukon Gold after the 36-month anniversary of the Closing but before the 48-month anniversary of the Closing:$176,334(CDN$190,000)
If the payment is made to Yukon Gold after the 48-month anniversary of the Closing, it shall be increasedby $23,202 (CDN$25,000) for each 12-month periodfollowing the 49-month anniversary of the Closing

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

Exploration

During the year ended April 30, 2009, the Company completed its acquisition of the Marg property and currently owns it outright. The Marg Property consists of 402 contiguous mineral claims covering approximately 20,000 acres. Access to the claim group is possible either by helicopter, based in Mayo, Yukon Territory, Canada, located approximately 80 km to the southwest or by small aircraft to a small airstrip located near the Marg deposit. A 50 kilometer winter road from Keno City to the property boundary was completed in 1997. The camp site on the property provides accommodation for up to 12 people. Presently the hydroelectric power grid terminates at Keno City some 50km to the southwest and water is available from the Keno Ladue River, which flows through the property.

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

22


Liquidity and Capital Resources

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

     July 31, 2009     July 31, 2008 
             
Cash and cash equivalent   $17,261    $754,383 
Working capital (deficit)   $(179,973)   $623,616 
Cash used in operating activities   $(102,841)   $(995,569)
Cash provided by (used in) investing activities   $110,306    $(50,447)
Cash provided in financing activities    --    $576,348 

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

Off-Balance Sheet Arrangement

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

Contractual Obligations and Commercial Commitments

a) The Marg Property

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

The Company assumed the rights to acquire the Marg Property under a Property Purchase Agreement (“Agreement”) with Atna Resources Ltd. (“Atna”). Under the terms of the Agreement the Company paid $119,189 (CDN$150,000) cash and 133,333 common shares as a down payment. The Company made payments under the Agreement for $43,406 (CDN$50,000) cash and an additional 133,333 common shares of the Company on December 12, 2005; $86,805 (CDN$100,000) cash and an additional 133,334 common shares of the Company on December 12, 2006. On December 12, 2007 the Company paid $98,697 (CDN$100,000) being the next payment then due.

The Company has agreed to make subsequent payments under the Agreement of: $167,645 (CDN$200,000) in cash and/or common shares of the Company (or some combination thereof to be determined) on or before December 12, 2008. On December 4, 2008 the Company and Atna Resources Ltd. (“Atna”) entered into a letter agreement (the “Amendment Agreement”) amending the purchase agreement by which the Company acquired its Marg Property (the “Marg Acquisition Agreement”). Under the terms of the Marg Acquisition Agreement the Company was required to pay to Atna $167,645 (CDN$200,000) (in cash or shares of the Company’s common stock) on December 12, 2008. In lieu of making such payment, the Amendment Agreement permitted the Company to pay Atna $19,980 (CDN$25,000) in cash on December 12, 2008 (paid) and $188,600 (CDN$225,000) (payable in cash or shares of the Company’s common stock) on April 30, 2009. On April 30, 2009, the Company issued to Atna 6,838,906 common shares which represent $188,600 (CDN $225,000), whereby the common shares were valued at $0.0276 (CDN$0.0329) each. Upon the commencement of commercial production at the Marg Property, the Company will pay to Atna $928,074$972,479 (CDN$1,000,000) in cash and/or common shares of the Company, or some combination thereof to be determined.

23Subsequent to the period covered by this report, the following agreement was terminated by mutual consent of the parties, as described in Note 12 – Subsequent Events. 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 strategies, for a period of twelve (12) months (the “Term”) from the date of execution. If at any time during the Term the Company wished to terminate the exclusivity of the Consultant, the Company could 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 the Agreement, at which time the total amount accrued would 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.

F-16


On April 2, 2007YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Condensed Notes to Interim Consolidated Financial Statements
July 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

8.        COMMITMENTS AND CONTINGENCIES – Cont’d

If an acquisition or divestiture is consummated during the Term of the Agreement or for a period of one (1) year thereafter, the Company acceptedshall pay a proposed work program, budgettransaction fee (“TF”) to the Consultant based on the following transaction values (“TVs”): (i) 5% TF up to and cash call scheduleincluding $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 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.

F-17


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Condensed Notes to Interim Consolidated Financial Statements
July 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

8.        COMMITMENTS AND CONTINGENCIES-Cont’d

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. Subsequent to the quarter ended July 31, 2010 on August 10, 2010 the Consultant and the Company signed an unconditional and absolute general release which terminated the Agreement.

F-18


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Condensed Notes to Interim Consolidated Financial Statements
July 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

8.        COMMITMENTS AND CONTINGENCIES-Cont’d

Subsequent to the period covered by this report, the Company has opened discussions to renegotiate and/or terminate the following agreement. 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 July 31, 2010, the Company has not issued these shares to the Consultant but the Company has expensed the cost at fair value. 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. On December 20, 2009 the agreement terminated and the Consultant was not successful in raising any financing. No services were provided under this agreement. The Company considers the agreement not consummated and has not issued the shares for that reason.

Subsequent to the period covered by this report, the following agreement was terminated, as described in Note 12 - Subsequent Events. On September 28, 2009 the Company entered into an employment agreement (“Agreement”) with Douglas Oliver (the “Employee”) to serve as its President and Chief Executive Officer. During the employment term, the Company will pay the Employee a base salary at the annual rate of one 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 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, which were issued in the last quarter of the year ending April 30, 2010. 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 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 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 the 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.

F-19


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Condensed Notes to Interim Consolidated Financial Statements
July 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

8.        COMMITMENTS AND CONTINGENCIES-Cont’d

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 at any time prior to the second anniversary of the date of this Agreement. Subsequent to the quarter ended July 31, 2010 on August 9, 2010 the Employee and the Company mutually agreed to terminate their Agreement without notice. The Employee assigned all amounts owed by the Company to Lance Capital Ltd.

On October 26, 2009 the Company entered into a letter agreement (the “Agreement”) with a former officer to act as a consultant providing accounting and administration services for $1,945 (CDN$2,000) per month and to warehouse the Company records for $486 (CDN$500) per month. The Company further agreed to reimburse the consultant for any out of pocket expenses and that either party may give 30 days notice in writing of their intention to terminate the Agreement. Subsequent to the quarter ended July 31, 2010, on August 31, 2010, the consultant agreed to termination of the Agreement without notice and further agreed to accept $8,752 (CDN$9,000) as full payment for services rendered under the Agreement to be paid within 30 days. Lance Capital Ltd. agreed to advance the funds to the Company to cover this payment. See Note 12 - Subsequent Events herein.

The Company subsidiary YGC has been served by an Ontario Court order to pay a penalty of $116,832 (CDN $120,138) for early termination of its office lease. The Company’s former landlord had made the said claim in the Ontario Superior Court of Justice. On June 17, 2010 our subsidiary’s bank remitted $1,271 (CDN$1,307) to the Ontario Superior Court of Justice, being the balance of funds in YGC’s bank account.

9.        RELATED PARTY TRANSACTIONS

Three month period ended July 31, 2010

The Company and its subsidiary expensed a total of $nil in consulting fees and wages to three Company Directors, and $55,896 to three of its officers.

No director or officer exercised stock options during the three month period ended July 31, 2010.

Three month period ended July 31, 2009

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

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

F-20


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Condensed Notes to Interim Consolidated Financial Statements
July 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

11.      DEMAND LOAN FROM DIRECTOR

The Company received loans for $64,500 on September 21, 2009, $37,500 on October 5, 2009, $8,000 on June 28, 2010, and $7,798 on July 20, 2010 for a total of $117,798 from a director of the Company. The Company issued Promissory Notes to the director which carry 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. Subsequent to the quarter ended July 31, 2010, on August 6, 2010 the Company received a loan for $9,900 from this same director of the Company. The Company issued a Promissory Note to the director 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 Note, but no later than three years from the date of the loan. Subsequent to the quarter ended July 31, 2010, on August 10, 2010, the director assigned all of the demand loans, interest and expenses owed to the director to Lance Capital Ltd. See Note 12 - Subsequent Events for the assignment of this demand loan and interest.

12.      SUBSEQUENT EVENTS

On August 6, 2010 the Company received a loan for $9,900 from a director of the Company. The Company issued a Promissory Note to the director 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 Note, but no later than three years from the date of the loan.

On August 9, 2010 Douglas Oliver, President and CEO of the Company (the Employee), and the Company mutually agreed to terminate their Agreement without notice. The Employee assigned all amounts due to Lance Capital Ltd.

On August 10, 2010 a director assigned all of the demand loans, interest and expenses owed to the director to Lance Capital Ltd.

On August 10, 2010 a debtor assigned an agreed debt totaling $66,923 to Lance Capital Ltd.

F-21


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Condensed Notes to Interim Consolidated Financial Statements
July 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

12.      SUBSEQUENT EVENTS-Cont’d

On August 10, 2010 a consultant and the Company signed an unconditional and absolute general release which terminated the Agreement dated August 28, 2009 with a Panamerican corporation.

On August 15, 2010 62,500 stock options granted to a consulting company expired.

On August 23, 2010 the Company changed its mailing address to 1226 White Oaks Blvd, Suite 10A, Oakville, Ontario L6H 2B9 Canada.

On August 31, 2010, a consultant agreed to termination of an Agreement dated October 26, 2009 without notice and further agreed to accept $8,752 (CDN$9,000) as full payment for services rendered under the Agreement to be paid within 30 days. Lance Capital Ltd. agreed to advance the funds to the Company to cover this payment .

As of August 31, 2010, Yukon Gold Corporation, Inc. (the “Company”) and Lance Capital Ltd, an Ontario company (“Lance”), entered into a Note Purchase and Security Agreement (the “Agreement”) pursuant to which the Company has issued to Lance a Secured Convertible Promissory Note with a face amount of $375,000, bearing interest at 5% per annum and convertible into common shares of the Company at a conversion rate of $0.0025 per share (the “Note”). The Note matures on December 31, 2011. The Note is secured by a first lien and security interest in the Marg project.Property, a group of mineral claims located in the Mayo Mining District of the Yukon Territory, Canada (the “Marg Property”). Upon registration of the lien, the Agreement will be complete. The Marg Property is owned by the Company’s wholly-owned Canadian subsidiary.

The Note was issued by the Company to Lance as consideration for: (i) the assumption by Lance of certain of the Company’s obligations to three creditors totaling $382,545 as of August 31, 2010 which amounts were settled for $356,835 and (ii) a loan from Lance to the Company of $18,165 to cover certain ongoing expenses of the Company. This note totaling $375,000 replaces the payables assumed by Lance and the loan of $18,165.

Lance is engaged in efforts to resolve outstanding obligations of the Company and raise working capital for the Company. In its sole discretion, Lance may continue to fund operating expenses of the Company for a limited period of time while it explores the feasibility of private placement or other financing for the Company. In the event that Lance exercises its option to convert the Note into Shares, Lance would become the principal shareholder of the Company and would effectively control the Company. Completion of the Agreement is awaiting registration of the lien.

F-22


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Condensed Notes to Interim Consolidated Financial Statements
July 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

12.      SUBSEQUENT EVENTS-Cont’d

On September 2, 2010 the Company’s board of directors accepted the resignation of Rakesh Malhotra as Chief Financial Officer effective September 1, 2010. There were no material disagreements between Mr. Malhotra, the Company or its board with respect to the Company’s operations or public disclosures.

On September 2, 2010, the Company’s board of directors appointed Mrs. Kathy Chapman, Chief Financial Officer and Corporate Secretary of the Company. Mrs. Chapman is also the Corporate Secretary of YGC.

F-23


MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
FOR THE THREE MONTH PERIOD
ENDED JULY 31, 2010

Discussion of Operations & Financial Condition

Yukon Gold has no source of revenue and we continue to operate at a loss. We expect our operating losses to continue for so long as we remain in an exploration stage and perhaps thereafter. As at July 31, 2010, we had accumulated losses of $15,509,342. These losses raise substantial doubt about our ability to continue as a going concern. Our ability to emerge from the exploration stage and conduct mining operations is dependent, in large part, upon our raising additional equity financing.

As described in greater detail below, the Company’s major endeavor over the year has been its effort to raise additional capital to meet its administrative expenses and pursue its exploration activities. We are working urgently to obtain additional financing, which may entail the acquisition of additional properties in order to attract such financing.

SELECTED INFORMATION

 Three monthsThree months
 endedended
 July 31, 2010July 31, 2009
   
RevenuesNilNil
Net Loss$67,308$11,955
Loss per share-basic and diluted$ (0.00)$ (0.00)

 As atAs at
 July 31, 2010April 30, 2010
   
Total Assets$41,650$42,149
Total Liabilities$724,244$660,666
Cash dividends declared per shareNilNil

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

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

(a)General and Administrative Expense

Included in operating expenses for the three months ended July 31, 2010 is general and administrative expense of $65,267 as compared to $114,131 for the three months ended July 31, 2009. General and administrative expenses have decreased substantially during the period ended July 31, 2010 as compared to the period ended July 31, 2009 due to efforts by management to reduce costs.


(b)Project Expense

Included in operating expenses for the three months ended July 31, 2010 is project expenses of $nil as compared with $5,454 for the three months ended July 31, 2009. The Company has paid cash callsincurred little or no project expenses during these periods due to lack of funding.

Agreement with Hinton Syndicate Concerning our Former Mount Hinton Property

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

On May 21, 2009, the Company, through its wholly owned subsidiary, YGC, sold its interest in the Mount Hinton Property to the Hinton Syndicate. YGC retained a 2% NSR on the property sold with the following provisions and rights. Such 2% NSR may be terminated at any time by payment to YGC of the following:

If the payment is made to YGC within the 12-month anniversary of the Closing:
(This payment was not made within the 12-month anniversary of the Closing.)
$111,835
(CDN$115,000)
If the payment is made to YGC after the 12-month anniversary of the Closing but before the 24-month anniversary of the Closing:$136,147
(CDN$140,000)
If the payment is made to YGC after the 24-month anniversary of the Closing but before the 36-month anniversary of the Closing:$160,459
(CDN$165,000)
If the payment is made to YGC after the 36-month anniversary of the Closing but before the 48-month anniversary of the Closing:$184,771
(CDN$190,000)
If the payment is made to YGC after the 48-month anniversary of the Closing, it shall be increased by $24,312 (CDN$25,000) for each 12-month period following the 49-month anniversary of the Closing

Calculation and payment of the NSR are as follows

1.The NSR which may be payable to a party (the “Payee”) by a party (the “Payor”) shall be calculated and paid to the Payee in accordance with the terms of this Schedule.
2.The NSR shall be calculated on a calendar quarterly basis.
3.The following words shall have the following meanings:

3.1

“Gross Revenue” shall mean the aggregate of the following amounts received in each quarterly period:


(a)

(i)

all revenue received by the Payor in such quarter from arm’s length purchasers of mineral products, or




(ii)

the fair market value of all mineral products sold by the Payor in such quarter to persons not dealing at arm’s length with the Payor; and


(b)

any proceeds of insurance received in such quarter due to losses or damages in respect to mineral products.


3.2

“Permissible Deductions” shall mean the aggregate of the following charges (to the extent not previously deducted or accrued in computing Gross Revenue) that are paid in each quarterly period:

(a)

sales charges levied by any sales agent in respect to the sale of mineral products;

(b)

all costs, expenses and charges of any nature whatsoever which are either paid or incurred by the Payor in connection with the refinement or beneficiation of mineral products after leaving the Property, including all weighing, sampling, assaying and representation costs, metal losses, any umpire charges and any penalties charged by the processor, refinery or smelter, and;

(c)

all other insurance costs in respect of mineral products;

provided: (i) that where a cost or expense otherwise constituting a Permissible Deduction is incurred by the Payor in a transaction with a party with whom it is not dealing at arm’s length (as that term is defined in theIncome Tax Act (Canada)), such costs or expenses may be deducted, but only as to the lesser of the actual cost incurred by the Payor and the fair market value thereof considering the time of such transaction and under all the circumstances thereof; and (ii) transportation costs and milling costs at another site, prior to the smelting and refining shall not be included in the definition of Permissible Deductions.

3.3

“Net Smelter Returns” shall mean Gross Revenue less Permissible Deductions in respect to such quarter.

3.4

“NSR” shall mean Net Smelter Returns.

4.      The NSR shall be calculated and paid within 30 days after the end of each calendar quarter ending March 31, June 30, September 30 and December 31 of each year. Smelter settlement sheets, if any, and a statement setting forth calculations in sufficient detail to show how the payment was derived (the “Statement”) shall be submitted with the payment.

5.      In the event that final amounts required for the calculation of the NSR are not available within the time period referred to in paragraph 4 of this Schedule, then provisional amounts shall be established, the NSR shall be paid on the basis of such provisional amounts and positive or negative adjustments shall be made to the payment in the succeeding quarter, as necessary.

6.      All NSR payments shall be considered final and in full satisfaction of all obligations of the Payor with respect thereto, unless the Payee delivers to the Payor a written notice (the “Objection Notice”) describing and setting forth a specific objection to the calculation thereof within 60 days after receipt by the Payee of the Statement. If the Payee objects to a particular Statement as herein provided, the Payee shall, for a period of 60 days after the Payor’s receipt of such Objection Notice, have the right, upon reasonable notice and at a reasonable time, to have the Payor’s accounts and records relating to the calculation of the NSR in question audited by the auditors of the Payor. If such audit determines that there has been a deficiency or an excess in the payment made to the Payee, such deficiency or excess will be resolved by adjusting the next monthly NSR payment due hereunder. The Payee shall pay all the costs and expenses of such audit unless a deficiency of 2 1/2% or more of the amount due is determined to exist. The Payor shall pay the costs and expenses of such audit if a deficiency of 2 1/2% or more of the amount due is determined to exist. All books and records used and kept by the Payor to calculate the NSR due hereunder shall be kept in accordance with Canadian generally accepted accounting principles. Failure on the part of the Payee to make claim against the Payor for adjustment in such 60 day period by delivery of an Objection Notice shall conclusively establish the correctness and sufficiency of the Statement and NSR payment in respect of the applicable quarter.


7.      All profits and losses resulting from the Payor engaging in any commodity futures trading, option trading, metals trading, gold loans or any combination thereof, and any other hedging transactions with respect to mineral products (collectively, “Hedging Transactions”) are specifically excluded from calculations of the NSR pursuant to this Schedule, it being understood by the parties that both the Payor and Payee may engage in speculative hedging trading activities for their own account. All Hedging Transactions by the Payor and all profits or losses associated therewith, if any, shall be solely for the Payor’s account, irrespective of whether or not mineral products are delivered in fulfilment of such obligations. When necessary to give effect to the provisions of this paragraph 7, Gross Revenue from mineral products subject to Hedging Transactions by the Payor shall be determined pursuant to subclause 3.1(a)(ii), rather than 3.1(a)(i) hereof.

8.      Fair market value shall be determined by using, for gold, the quarterly average price of gold which shall be calculated by dividing the sum of all London Bullion Market Association P.M. Gold Fix prices reported for the calendar quarter in question by the number of days for which such prices were quoted and, for silver and other metals, the quarterly average price which shall be calculated by dividing the sum of all New York Commodity Exchange (“COMEX”) prices reported for silver and the other metal quoted by and at the closing of COMEX for the calendar quarter in question by a number of days for which such prices were quoted, less, in each case, an amount reasonably equivalent to the deductions permitted by clause 3.2 hereof.

Exploration

During the year ended April 30, 2009, the Company completed its acquisition of the Marg Property and currently owns it outright. The Marg Property consists of 402 contiguous mineral claims covering approximately 20,000 acres. Access to the claim group is possible either by helicopter, based in Mayo, Yukon Territory, Canada, located approximately 80 km to the southwest or by small aircraft to a small airstrip located near the Marg deposit. A 50 kilometer winter road from Keno City to the property boundary was completed in 1997. The camp site on the property provides accommodation for up to 12 people. Presently the hydroelectric power grid terminates at Keno City some 50km to the southwest and water is available from the Keno Ladue River, which flows through the property. The Company on August 31, 2010 granted Lance Capital Ltd. a security interest of $375,000 to be registered against the Marg Property. The Company also credited YGC with an equal amount of $2,100,528 (CDN$2,281,880) for the 2007 Work Program. amount owed to the Company. See Part II Item 5 Other Information.

Liquidity and Capital Resources

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

  July 31, 2010  July 31, 2009 
       
Cash and cash equivalent$2,910 $17,261 
Working capital deficit$(708,059)$(179,973)
Cash used in operating activities$(13,473)$(102,841)
Cash provided (used) in investing activities$Nil $110,306 
Cash provided in financing activities$15,798 $Nil 


As at July 31, 2010 the Company had working capital deficit of $708,059 as compared to a working capital deficit of $ 179,973 in the previous period. During the current period the Company received demand loans of $15,798, and an additional $9,900 subsequent to the quarter, all carrying interest of 7% per annum from a director of the Company.

Off-Balance Sheet Arrangement

The Company hadhas no Off-Balance Sheet Arrangement as of July 31, 2010 and April 30, 2010.

Contractual Obligations and Commercial Commitments

The Marg Property

In March 2005, the Company acquired rights to purchase 100% of the Marg Property, which consists of 402 contiguous mineral claims covering approximately $515,56120,000 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 as amended the Company paid $119,189 (CDN$550,000)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 deposit left over fromDecember 12, 2005; $86,805 (CDN$100,000) cash and an additional 133,334 common shares of the 2006 cash call schedule.Company on December 12, 2006. On May 15,December 12, 2007 the Company paid $703,037$98,697 (CDN$750,000), on June 15, 2007100,000) being the next payment then due.

The Company agreed to make subsequent payments under the Agreement of: $167,645 (CDN$200,000) in cash and/or common shares of the Company (or some combination thereof to be determined) on or before December 12, 2008. On December 4, 2008 the Company and Atna Resources Ltd. (“Atna”) entered into a letter agreement (the “Amendment Agreement”) amending the purchase agreement by which the Company acquired its Marg Property (the “Marg Acquisition Agreement”). Under the terms of the Marg Acquisition Agreement the Company was required to pay to Atna $167,645 (CDN$200,000) (in cash or shares of the Company’s common stock) on December 12, 2008. In lieu of making such payment, the Amendment Agreement permitted the Company to pay Atna $19,980 (CDN$25,000) in cash on December 12, 2008 (paid) and $188,600 (CDN$225,000) (payable in cash or shares of the Company’s common stock) on April 30, 2009. On April 30, 2009, the Company issued to Atna 6,838,906 common shares which represent $188,600 (CDN $225,000), whereby the common shares were valued at $0.0276 (CDN$0.0329) each. Upon the commencement of commercial production at the Marg Property, the Company will pay to Atna $972,479 (CDN$1,000,000) in cash and/or common shares of the Company, or some combination thereof to be determined.


Subsequent to the period covered by this report, the following agreement was terminated by the mutual consent of the parties. 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 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 $703,037 (CDN$750,000)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 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 on July 15, 2007(iii) in addition, upon the completion of any Financing Transaction of the Company paid $703,037 (CDN$750,000) being threeor 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 four cash call payments.

The fourth and finalamount 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 $402,244 (CDN$380,000) wasYukon 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. Subsequent to the quarter ended July 31, 2010 on August 15, 2007.10, 2010 the Consultant and the Company signed an unconditional and absolute general release which terminated the Agreement.


Subsequent to the period covered by this report, the Company has opened discussions to renegotiate and/or terminate the following agreement. 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 July 31, 2010 the Company has not issued these shares to the Consultant but the Company has expensed the cost at fair value. 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. On December 20, 2009 the agreement terminated and the Consultant was not successful in raising any financing. No services were provided under this agreement. The Company considers the agreement not consummated and has not issued the shares for that reason.

Subsequent to the period covered by this report, the following agreement was terminated, as described in Note 12 (Subsequent Events) to our Financial Statements contained herein. On September 28, 2009 the Company entered into an employment agreement (“Agreement”) with Douglas Oliver (the “Employee”) to serve as it’s President and Chief Executive Officer. During the employment term, the Company will pay the Employee a base salary at the annual rate of one 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 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, which were issued in the last quarter of the year ending April 30, 2010. 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 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 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 the 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 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 at any time prior to the second anniversary of the date of this Agreement. Subsequent to the quarter ended July 31, 2010 on August 9, 2010 the Employee and the Company mutually agreed to terminate their Agreement without notice. The Employee assigned all amounts owed by the Company to Lance Capital Ltd. See Part II Item 5 Other Information for termination of this agreement and assignment of the balance due.

On October 26, 2009 the Company entered into a letter agreement (the “Agreement”) with a former officer to act as a consultant providing accounting and administration services for $1,945 (CDN$2,000) per month and to warehouse the Company records for $486 (CDN$500) per month. The Company further agreed to reimburse the consultant for any out of pocket expenses and that either party may give 30 days notice in writing of their intention to terminate the Agreement. Subsequent to the quarter ended July 31, 2010, on August 31, 20072010, the consultant agreed to Agreement without notice and further agreed to accept $8,752 (CDN$9,000) as full payment for services rendered under the Agreement to be paid within 30 days. Lance Capital Ltd. agreed to advance the funds to the Company re-allocated $537,864to cover this payment .See Part II Item 5 Other Information for termination of this agreement.


The Company subsidiary YGC has been served an Ontario Court order to pay a penalty for $116,832 (CDN $120,138) for early termination for its office lease. The prior landlord had made the said claim in the Ontario Superior Court of Justice. On June 17, 2010 the Company’s subsidiary’s financial institution remitted $1,271 (CDN$508,120)1,307) to the Ontario Superior Court of Justice being the balance of the third cash call payment for the Mount Hinton 2007 Work Program from cash call funds previously allocated to the Marg Project. These re-allocated funds were not needed for the Marg Project. On January 23, 2008 the Company was refunded $388,524 (CDN$390,000) as these funds were not needed for the Marg Project.in YGC’s bank account.

Critical Accounting Policies

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

Acquisition, Exploration and Evaluation Expenditures

The Company is an exploration stage mining company and has not yet realized any revenue from its operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property payments are initially capitalized onlyin accordance with the ASC 805-20-55-37, previously referenced as EITF 04-2 when incurred. The Company assesses the carrying costs for impairment under Accounting Standards 930 Extractive Activities – Mining (AS 930) at each fiscal quarter end. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the Company is able to allocate any economic value beyond proven and probable reserves.excess of the carrying amount of the mineral property over its estimated fair value. 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 acquisitionreserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will also be capitalized in accordance withcharged to operations. The Company assesses the FASB Emerging Issues Task Force (“EITF”) Issue 04-2 when managementcarrying costs for impairment at each fiscal quarter end. The Company 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. Mineralall property payments are expensed as incurred ifimpaired and accordingly has written off the criteria for capitalization is not met.

To date, mineral property explorationacquisition 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.

24to project expense.


CONTROLS AND PROCEDURES

(a)

Disclosure Controls and Procedures. The Company's management, with the participation of the principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as at July 31, 2009.2010. Based on such evaluation, the principal executive officer and principal financial officer of the Company, respectively, have concluded that, as of the end of the current quarter, the Company's disclosure controls and procedures are effective.

  
(b)

Internal Control Over Financial Reporting. There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended July 31, 20092010 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

  
(c)

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

DISCLOSURE AND FINANCIAL CONTROLS AND PROCEDURES

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

Internal financial controls and procedures have been designed under the supervision of the Company's board of directors and reviewed by an independent auditor.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.

PART II-OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None.On June 17, 2010 the Company’s bank received a Notice of Garnishment from the Ontario Superior Court of Justice, Canada, dated June 15, 2010, in the amount of $118,269 (CDN$120,138) with the Company’s former landlord named as the creditor, the Company’s wholly owned Canadian subsidiary (YGC) named as the debtor, and the Company’s bank as the garnishee. On June 17, 2010 our subsidiary’s bank remitted $1,271 (CDN$1,307) to the Ontario Superior Court of Justice, being the balance of funds in YGC’s bank account. YGC did not have the funds to fully settle the Notice of Garnishment. It is possible that one or more other creditors of YGC will bring an action to enforce a debt.


Item 1A.   RISK FACTORS

1.

THE COMPANY IS RELYING ON A THIRD PARTY TO SETTLE OUTSTANDING DEBTS AND RETURN THE COMPANY’S BUSINESS TO ECONOMIC VIABILITY

As of August 31, 2010, the Company and Lance Capital Ltd, an Ontario company (“Lance”), entered into an agreement pursuant to which Lance is engaged in efforts to resolve outstanding obligations of the Company and raise working capital for the Company. In its sole discretion, Lance may continue to fund operating expenses of the Company for a limited period of time while it explores the feasibility of private placement or other financing for the Company. Under the terms of the Agreement Lance was issued a Convertible Promissory Note in the amount of $375,000 secured by the Marg Property owned by YGC. In the event that Lance exercises its option to convert the Convertible Promissory Note issued by the Company into Shares, Lance would become the principal shareholder of the Company and would effectively control the Company. There is no assurance that Lance will be successful in its efforts to reorganize the Company’s affairs.

2.

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

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

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

2.Yukon Gold has no 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. On August 26, 2009, the Toronto Stock Exchange ("TSX"), announced the de-listing of the Company’s common shares, effective at the close of the market on September 25, 2009. The decision was based upon the Company’s failure to meet multiple listing requirements of TSX. On November 2, 2009 the Company’s common shares began trading on the NEX exchange. Effective at the close of business on April 7, 2010, and in accordance with NEX Policy, section 15, the common shares of Yukon Gold were delisted from NEX, for failure to pay their NEX Listing Maintenance Fee. The Company continues to trade on OTCBB. We run the risk of being de-listed on all exchanges in which our stock currently trades.

3.

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

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

3.

4.

WE DO NOT HAVE AN OPERATING BUSINESS.

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

4.

5.

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

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



o

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

o

our ability to raise capital to develop the Marg Property, establish a mining operation, and operate this mine in a profitable manner; and.

o

our ability to raise capital to purchase additional properties that may make our business more attractive to investors in exploration stage mining companies.

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

5.

6.

GOING CONCERN QUALIFICATION.

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


26


On August 31, 2010 the Company entered into an Agreement with Lance Capital Ltd. (Lance) an Ontario Canada corporation regarding the settlement of certain debts of the Company. Lance is continuing to assist the Company with financing going forward as more particularly described in Item 5 Other Information.

6.

7.

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

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

7.

8.

OUR BUSINESS IS SUBJECT TO CURRENCY RISKS.

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

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

None

Item 3.    DEFAULTS UPON SENIOR SECURITIES

None.

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

None.


Item 5.OTHER INFORMATION

On August 6, 2010 the Company received a loan for $9,900 from a director of the Company. The Company issued a Promissory Note to the director 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 Note, but no later than three years from the date of the loan.

On August 9, 2010 Douglas Oliver, President and CEO of the Company (the Employee), and the Company mutually agreed to terminate their Agreement without notice. The Employee assigned all amounts due to Lance Capital Ltd.

On August 10, 2010 a director assigned all of the demand loans, interest and expenses owed to the director to Lance Capital Ltd.

On August 10, 2010 a debtor assigned an agreed debt totaling $66,923 to Lance Capital Ltd.

On August 10, 2010 a consultant and the Company signed an unconditional and absolute general release which terminated the Agreement dated August 28, 2009 with a Panamerican corporation.

On August 15, 2010 62,500 stock options granted to a consulting company expired.

On August 23, 2010 the Company changed its mailing address to 1226 White Oaks Blvd, Suite 10A, Oakville, Ontario L6H 2B9 Canada.

On August 31, 2010, a consultant agreed to termination of an Agreement dated October 26, 2009 without notice and further agreed to accept $8,752 (CDN$9,000) as full payment for services rendered under the Agreement to be paid within 30 days. Lance Capital Ltd. agreed to advance the funds to the Company to cover this payment .

As of August 31, 2010, Yukon Gold Corporation, Inc. (the “Company”) and Lance Capital Ltd, an Ontario company (“Lance”), entered into a Note Purchase and Security Agreement (the “Agreement”) pursuant to which the Company has issued to Lance a Secured Convertible Promissory Note with a face amount of $375,000, bearing interest at 5% per annum and convertible into common shares of the Company at a conversion rate of $0.0025 per share (the “Note”). The Note matures on December 31, 2011. The Note is to be secured by a first lien and security interest in the Marg Property, a group of mineral claims located in the Mayo Mining District of the Yukon Territory, Canada (the “Marg Property”). Upon registration of the lien, the Agreement will be complete. The Marg Property is owned by the Company’s wholly-owned Canadian subsidiary.

The Note was issued by the Company to Lance as consideration for: (i) the assumption by Lance of certain of the Company’s obligations to three creditors totaling $382,545 as of August 31, 2010 which amounts were settled with Lance for $356, 835 and (ii) a loan from Lance to the Company of $18,165 to cover certain ongoing expenses of the Company. This note totaling $375,000 replaces the payables assumed by Lance and the loan of $18,165.

Lance is engaged in efforts to resolve outstanding obligations of the Company and raise working capital for the Company. In its sole discretion, Lance may continue to fund operating expenses of the Company for a limited period of time while it explores the feasibility of private placement or other financing for the Company. In the event that Lance exercises its option to convert the Note into Shares, Lance would become the principal shareholder of the Company and would effectively control the Company. Completion of the Agreement is awaiting registration of the lien.


On September 2, 2010 the Company’s board of directors accepted the resignation of Rakesh Malhotra as Chief Financial Officer effective September 1, 2010. There were no material disagreements between Mr. Malhotra, the Company or its board with respect to the Company’s operations or public disclosures.

On September 2, 2010, the Company’s board of directors appointed Mrs. Kathy Chapman, Chief Financial Officer and Corporate Secretary of the Company. Mrs. Chapman is also the Corporate Secretary of YGC. Mrs. Chapman has over 30 years of experience in internal accounting and administration and 13 years of experience in public company disclosure in the United States and Canada. Mrs. Chapman also is employed by Lance Capital Ltd. Lance does not have any relationship with the Company, except as described above. Mrs. Chapman also owns and operates an award winning bed and breakfast establishment in Paris, Ontario, which she has managed since July, 2000. She is currently the Co-Chair of Women in Mining Toronto Branch, based in Toronto, Canada. The focus of this group is to assist women in pursuing careers in the mining sector through mentorship, job opportunities and networking venues.

Item 6.EXHIBITS & REPORTS ON FORM 8-K

Exhibits

(a)

31.1

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

31.2

Rule 13a-14(a)/15d-14(a)Certification of Chief Financial Officer.

32.1

Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.SectionU.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


In addition, the following report is incorporated by reference.

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

27


SIGNATURE

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

 By:/s/ J.L. Guerra, Jr.Douglas Oliver
Dated: September 18, 200913, 2010                          J. L. Guerra, Jr.Douglas Oliver
              Chief Executive Officer
  
 By:/s/ Rakesh MalhotraKathy Chapman
                           Rakesh MalhotraKathy Chapman
              Chief Financial Officer

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