Yukon Gold Corporation, Inc.: Form 10-K - Prepared by TNT Filings Inc.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Prospecting	Pertaining to the search for outcrops or surface exposures of mineral deposits, primarily by nonmechanical methods.

Quartz	A glassy silicate and common rock forming mineral (SiO2).

Quartz diorite	A group of plutonic rocks having the composition of diorite but with appreciable quartz and feldspar, i.e. between 5 and 20%.

Quartz gabbro	A group of plutonic rocks having the composition of gabbro but with appreciable quartz.

Quartzite	A metamorphosed sandstone or rock composed of quartz grains so completely cemented with secondary silica that the rock breaks across or through the grains rather than around them.

Reserve	That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.

Resource	Pertaining to the quantity or bulk of mineralized material without reference to the economic viability of its extraction (see reserve).

Saddle	A low point along the crestline of a ridge.

Sediment	Fragmental material that originates from weathering of rocks and that is transported by air, water, ice or other natural agents, and that forms in layers on the Earth's surface at ordinary temperatures in a loose, unconsolidated form; e.g. silt, sand, gravel, etc.

Sedimentary rock	A rock resulting from the consolidation of loose sediment.

Shaft	An approximately vertical mine working of limited area compared with its depth.

Siderite	A light or dark brown mineral of the calcite group (FeCO3).

Soil sampling	(see Geochemical sampling).

Strata	Beds or layers of rock.

Strike	The course or bearing of the outcrop of an inclined bed, vein or fault plane on a level surface; the direction of a horizontal line perpendicular to the dip.

Trace	Pertaining to assay values; as used in this report, this term refers to gold grades of less than 0.01 oz/ton (0.3 g/t).

Underground exploration	The process of excavating underground workings and drilling from these excavations to establish the continuity, thickness and grade of a mineral deposit.

Vein	An epigenetic mineral filling of a fault or other fracture in a host rock, in tabular or sheetlike form, often as a precipitate from a hydrothermal fluid.

Vein fault	A term used in the Keno Hill mining camp to describe quartz vein material and associated fault gouge that are contained within a fault zone.

VLF-EM	An abbreviation for the Very Low Frequency-Electromagnetic geophysical survey technique.

Weighted average	Value calculated from a number of samples, each of which has been "weighted" by a factor of the individual sample width.

Working	A general term for any type of excavation carried out during the course of mining or mining exploration.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Name and Address Of Beneficial Owner	Number of Shares of Common Stock	Percentage of Class Held
Ronald K. Mann 18 Yorkville Avenue, Suite No. 1602 Toronto, Ontario M4Y 2N6	0	0% of Yukon Gold Common Shares
Kenneth J. Hill 2579 Jarvis Street Mississauga, ON L5C 2P9	0	0% of Yukon Gold Common Shares
Rakesh Malhotra 5658 Sparkwell Drive Mississauga, ON L5R 3N9	0	0% of Yukon Gold Common Shares
Robert E. Van Tassell 421 Riverside Drive N.W. High River AB T1V 1T5	0	0% of Yukon Gold Common Shares
G.E. (Ted) Creber, Q.C. 114 – 1091 Kingston Road Toronto, Ontario, M1N 4B5	0	0% of Yukon Gold Common Shares
Jose L. Guerra, Jr. 1611 Greystone Ridge San Antonio, TX USA 78258	3,227,679*	7.97% of Yukon Gold Common Shares
Cletus J. Ryan Vice President, Corporate Development 178 Weybourne Rd. Oakville, ON L6K 2T7	245,000	0.6% of Yukon Gold Common Shares
TOTAL	3,472,679	8.6%

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

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

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

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

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

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

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

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

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

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

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

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

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)

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

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

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

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

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

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

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

Preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes to financial statements. These estimates are based on management's best knowledge of current events and actions the Company may undertake in the future. Actual results may ultimately differ from such estimates. Significant estimates include accruals, valuation allowance, fair value of stock for services and estimates for calculation of stock based compensation.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

Cash and cash equivalents include cash on hand, amounts due from banks, and any other highly liquid investments with a maturity of three months or less. The carrying amounts approximate fair values because of the short maturity of those instruments.

The carrying amounts of the Company’s restricted cash, other receivable, and accounts payable and accrued liabilities approximates fair values because of the short maturity of these instruments.

The ability of the Company to develop its properties and the future profitability of the Company is directly related to the market price of certain minerals.

The Company conducts most of its operating activities in Canadian dollars. The Company is therefore subject to gains or losses due to fluctuations in Canadian currency relative to the US dollar.

The fair value of each of the Company’s long-term financial assets and debt instruments is based on the amount of future cash flows associated with each instrument discounted using an estimate of what the Company’s current borrowing rate for similar instruments of comparable maturity would be.

Property, Plant, and Equipment are recorded at cost less accumulated amortization. Amortization is provided commencing in the month following acquisition using the following annual rate and method:

Costs associated with operating leases are expensed as incurred. The cost of assets acquired via capital leases are capitalized and amortized over their useful lives. An offsetting liability is established to reflect the future obligation under capital leases. This liability is reduced by the future principal payments.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

The Company’s operating subsidiary is a foreign private company and maintains its books and records in Canadian dollars (the functional currency). The subsidiary’s financial statements are converted to US dollars for consolidation purposes. The translation method used is the current rate method, which is the method mandated by SFAS No. 52 where the functional currency is the foreign currency. Under the current rate method all assets and liabilities are translated at the current rate, stockholders’ equity accounts are translated at historical rates and revenues and expenses are translated at average rates for the year.

Due to the fact that items in the financial statements are being translated at different rates according to their nature, a translation adjustment is created. This translation adjustment has been included in Accumulated Other Comprehensive Income (Loss).

The Company accounts for income taxes under the provisions of SFAS No. 109, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred income taxes are provided using the liability method. Under the liability method, deferred income taxes are recognized for all significant temporary differences between the tax and financial statement bases of assets and liabilities.

Current income tax expense (recovery) is the amount of income taxes expected to be payable (recoverable) for the current period. A deferred tax asset and/or liability is computed for both the expected future impact of differences between the financial statement and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax losses. Valuation allowances are established when necessary to reduce deferred tax asset to the amount expected to be “more likely than not” realized in future tax returns. Tax law and rate changes are reflected in income in the period such changes are enacted.

The Company’s revenue recognition policies are expected to follow common practice in the mining industry. Revenue is recognized when concentrate or dore bars, in the case of precious metals, is produced in a mill processing ore from one or more mines. The only condition for recognition of revenue in these instances is the production of the dore or concentrate. In order to get the ore to a concentrate stage the ore must be mined and transported to a mill where it is crushed and ground. The ground product is then processed by gravity separation and/or flotation to produce a concentrate. In some circumstances chemical treatment is used to extract the precious metals from the concentrate into a solution. This solution is then subjected to various processes to precipitate the precious metals back to a solid state that can be melted down and poured into a mould to produce a dore bar (a combination of gold and silver).

The Company has adopted SFAS No. 130 Reporting Comprehensive Income. This standard requires companies to disclose comprehensive income in their consolidated financial statements. In addition to items included in net income, comprehensive income includes items currently charged or credited directly to stockholders’ equity (deficiency), such as foreign currency translation adjustments, unrealized gains (loses) on available-for-sale securities etc.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

In accordance with Financial Accounting Standard Board Statement No. 144, the Company records impairment of long-lived assets to be held and used or to be disposed of when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount. At April 30, 2009 and April 30, 2008, the Company recognized impairment of $88,069 and $nil respectively. Amortization expense for the years ended April 30, 2009 and 2008 was $33,769 and $21,877 respectively.

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

On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No.123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”), which is a revision of FASB Statement No.123, Accounting for Stock-Based Compensation. The Company had adopted the provisions of SFAS 123 (R) on May 1, 2005. As of April 30, 2009 there was $5,869 of unrecognized expense related to non-vested stock-based compensation arrangements granted. The total stock-based compensation expense relating to all employees and non employees for the years ended April 30, 2009 and 2008 was $31,858 and $584,328 respectively.

The Company has adopted FAS No. 128, “Earnings per Share”, which requires disclosure on the financial statements of “basic” and “diluted” loss per share. Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year. There were no common equivalent shares outstanding at April 30, 2008 and 2007 that have been included in dilutive loss per share calculation as the effects would have been anti-dilutive. At April 30, 2009, there were 1,566,000 options from the 2003 Stock Option Plan and 1,487,500 options from the 2006 Stock Option Plan and 4,913,141 warrants outstanding. At April 30, 2008, there were 1,566,000 options from the 2003 Stock Option Plan and 1,837,500 options from the 2006 Stock Option Plan and 9,001,050 warrants outstanding.

The Company has financed a portion of its exploration activities through the issue of flow-through shares, which transfer the Canadian tax deductibility of exploration expenditure to the investor. Proceeds received from the issuance of such shares are allocated between the offering of shares and the sale of tax benefits.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

The allocation is made based on the difference between the quoted price of the existing shares and the amount the investor pays for the shares. A liability is recognized for the difference.

Resource expenditure deductions for income tax purposes related to exploration and development activities funded by flow-through share arrangements are renounced to investors in accordance with the income tax legislation in Canada. On such renunciation, a deferred tax liability is created and the liability recognized at issuance reversed. The Company recognized the benefit of tax losses to offset the deferred tax liability resulting in an income tax recovery.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

The foreign currency translation adjustments are not currently adjusted for income taxes as the Company’s operating subsidiary is located in Canada and the adjustments relate to the translation of the financial statements from Canadian dollars into United States dollars, which are done as disclosed in note 4 (g).

Included in prepaid expenses and other is an amount of $4,254 (CDN$5,075) (prior year: $54,360 (CDN$54,750)) being Goods & Services tax receivable from the Federal Government of Canada. Included in prepaid expenses and other is also a deposit of $8,597 (CDN$10,256) (prior year: $148,928 (CDN $150,000) with a contractor for diamond drilling at drill sites to be selected by the Company. Also included in prepaid expenses and other is a deposit of $15,088 (CDN$18,000) (prior year: $nil) with a company for consulting advice on mergers and acquisitions

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

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

During the year ended April 30, 2009, the Company reviewed the impairment on property, plant and equipment and wrote down a total of $88,069 from the cost. Several factors are taken into account for such write down, including but not limited to, management’s plans for future operations and projected undiscounted cash flows Amortization for the year ended April 30, 2009 amounted to $33,769 (2008: $21,877).

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

On July 7, 2007 the Company issued 136,364 common shares in settlement of a property payment on the Mount Hinton Property. The shares represent $57,252 (CDN$60,000) which is 40% of the contracted payment and were valued at the market price of $0.42 (CDN$0.44) each. The balance 60% payment was paid in cash

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

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

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

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

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

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

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

On August 16, 2007 the Company completed a private placement financing. The Financing was comprised of the sale of 1,916,666 units and the sale of 543,615 flow-through units. Each Unit consisted of one non-flow through common share and one half of one Common Share purchase warrant. Each Warrant is exercisable into one Common Share until August 16, 2009 at an exercise price of $0.60 (CDN$0.60) per share. Each Flow-Through Unit consisted of one flow-through common share and one-half of one Common Share purchase warrant. Each FT Warrant is exercisable into one Common Share until August 16, 2009 at an exercise price of $0.70 (CDN$0.70) per share. The Company issued 153,333 “Unit Compensation Warrants” and 43,489 “FT Unit Compensation Warrants” to the agent. Each Unit Compensation Warrant is exercisable into one Unit at the Unit Issue Price until August 16, 2009. Each FT Unit Compensation Warrant is exercisable into one Common Share and one half of one FT Warrant at the Flow-Through Unit Issue Price until August 16, 2009.

On November 16, 2007 the Company completed the second part of a private placement financing. The Second Financing was comprised of the sale of 2,438,888 units and the sale of 1,071,770 flow-through units. Each Unit consists of one non-flow through common share and one-half of one Common Share purchase warrant. Each Warrant is exercisable into one Common Share until November 16, 2009 at an exercise price of $0.60 (CDN$0.60) per share. Each Flow-Through Unit consists of one flow-through common share and one half of one Common Share purchase warrant. Each FT Warrant is exercisable into one Common Share until November 16, 2009 at an exercise price of $0.70 (CDN$0.70) per share. The Company issued 195,111“Unit Compensation Warrants” and 85,741 “FT Unit Compensation Warrants”.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

On December 15, 2007 warrants were issued to the newly appointed President and CEO to purchase 500,000 common shares at a price of $0.24 (CDN$0.24) . 250,000 warrants vested immediately commencing on December 15, 2007 and the balance 250,000 warrants shall vest after six months on June 15, 2008. The warrants granted had a term of 5 years commencing the date of vesting. The fair value of the warrants were calculated using the Black-Scholes method of valuation, using 5% risk free rate and volatility factor of 96.21% . The Company expensed compensation cost for issue of warrants for $123,079 during the year ended April 30, 2008 and carried forward $17,813 being the unexpended compensation cost deferred over the vesting period. On June 15, 2008 the balance 250,000 warrants vested, and hence the compensation expense of $17,813 was recorded on that date.

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

During the year ended April 30, 2009, the Company did not issue any stock purchase warrants.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

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

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

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

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

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

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

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

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

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

During the year ended April 30, 2008, the following stock options were granted under the 2006 stock option plan:

a) On August 15, 2007 Stock options to one consultant to purchase 125,000 common shares each at an exercise price of $0.42 (CND $0.45) per share. These options were granted in accordance with the terms of the Company's 2006 Stock Option Plan and shall vest at 31,250 options each on November 15, 2007, February 15, 2008, May 15, 2008 and August 15, 2008 respectively. The first exercise date of the option is August 15, 2008 and these options shall expire on August 15, 2010. The Company terminated the contract with this consultant effective February 15, 2008.

b) On September 28, 2007 Stock Options to one officer to purchase 200,000 common shares at a price of $0.38 (CDN$0.38) and to one employee to purchase 100,000 common shares at a price of $0.39 (CDN$0.39) per share. These options were granted in accordance with the terms of the Company's 2006 Stock Option Plan. Options to the officer shall vest at the rate of one twelfth (1/12) each month, commencing, on the 1st day of October 2007, for a period of twelve months. The options granted shall be for a term of 5 years. Options to the employee shall vest at the rate of one twenty-forth (1/24) each month, commencing on October 28, 2007, for a period of 24 months. The options granted shall be for a term of 5 years. Subsequent to the year ended April 30, 2008 the 200,000 options granted to one officer were cancelled on June 11, 2008.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

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.

On February 12, 2008 the Company issued notice of termination of the contract with one consultant effective as of February 15, 2008. The 31,250 options granted under the contract to vest on each of May 15, 2008 and August 15, 2008 respectively were cancelled.

On March 13, 2008 the 248,000 stock options from the 2003 Stock Option Plan and the 250,000 stock options from the 2006 Stock Option Plan, granted to one former officer and director were cancelled.

On March 13, 2008 the 150,000 stock options from the 2006 Stock Option Plan granted to one former consultant were cancelled.

On April 15, 2008 20,000 stock options from the 2003 Stock Option Plan granted to one former consultant expired.

On June 11, 2008, the Company cancelled 200,000 stock options held by a former officer.

On December 12, 2008, the Company and a consultant mutually agreed to terminate the consulting agreement effective October 31, 2008, which resulted in the cancellation of 250,000 stock options on January 31, 2009.

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

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

For the year ended April 30, 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:

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

As of April 30, 2009 there was $5,869 of unrecognized expenses related to non-vested stock-based compensation arrangements granted. The stock-based compensation expense for the years ended April 30, 2009 and April 30, 2008 was $31,858 and $584,328 respectively.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

On August 16, 2007 the Company completed a brokered private placement through the issuance of 543,615 flow-through units at a price of $0.49 (CDN$0.52) per Flow-Through Unit for gross proceeds of $262,884 (CDN$282,680). The proceeds raised were allocated between the offering of shares and the sale of tax benefits. A liability of $35,381 was recognized for the sale of taxable benefits, which was reversed and credited to income when the Company renounced resource expenditure deduction to the investor in January 2008.

On November 16, 2007 the Company completed a brokered private placement through the issuance of 1,071,770 flow-through units at a price of $0.53 (CDN$0.52) per Flow-Through Unit for gross proceeds of $572,315 (CDN$557,320). The proceeds raised were allocated between the offering of shares and the sale of tax benefits. A liability of $77,043 was recognized for the sale of taxable benefits, which was reversed and credited to income when the Company renounced resource expenditure deduction to the investor in January 2008.

The Company entered into a subscription agreement dated as of April 3, 2007 (the “Agreement”) with Industrial Minerals, Inc. (“Industrial Minerals”) to acquire (i) 5,000,000 common shares of Industrial Minerals at a price of $0.05 per share and (ii) a Warrant entitling the holder: (a) to purchase 5,000,000 common shares of Industrial Minerals at a purchase price of $0.05 per share (the “option price”) or, at the option of the holder, (b) to surrender the Warrant for a number of common shares to be determined by application of an anti-dilution formula which would result in a larger number of shares issued to the holder if the market price of the common stock is less than the option price at the time of exercise. The Warrant expired on April 3, 2008. The total subscription price paid by the Company was $250,000. The Company entered into the Agreement as of May 14, 2007. The common stock of Industrial Minerals is quoted on the Over-the-Counter Bulletin Board under the symbol, “IDSM.” The Company accounted for this investment as a short term investment in available-for-sale securities. On August 17, 2007, the Company entered into an agreement with Global Capital SPE-1 LLC (“Global”) pursuant to which Global agreed to purchase 2 million shares of Industrial Minerals Inc. (“IDSM”) held by the Company for consideration of $140,000. Pursuant to the Agreement, Global had the option to purchase from the Company an additional 3 million shares of IDSM for consideration of $210,000. The Company also assigned to Global 5 million warrants to purchase IDSM stock. The Company will receive up to $100,000 in the event that Global exercises all or a portion of the warrants. Global consummated the purchase of the first 2 million shares of IDSM on September 6, 2007 and another 1,000,000 shares on January 30, 2008 and paid the Company a total of $210,000. The Company accounted for $60,000 as realized gain on sale of securities to Global as a credit to the general and administrative expenses and reduced the unrealized gain of $100,000 to $40,000. During the periods of March and April 08, the Company sold an additional 1,550,000 common shares in the open market for a total consideration of $130,040. The Company accounted for $52,540 as realized gain on sale of securities in the open market as a credit to the general and administrative expense and reduced the unrealized gain further by $31,000 to $9,000.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

During the year ended April 30, 2009, the Company sold the balance of 450,000 shares of Industrial Minerals, Inc. at an average selling price of $.0655 for a total consideration of $29,460 in the open market

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.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

The schedule of Property Payments and Work Programs made by the Company to April 30, 2009 are as follows:

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

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

**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.

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

YGC earned a 50% interest in the claims covered by the Hinton Option Agreement as at October 31, 2007. In some cases, payments made to service providers include amounts advanced to cover the cost of future work. These advances are not loans but are considered “incurred” exploration expenses under the terms of the Hinton Option Agreement. Section 2.2(a) of the Hinton Option Agreement defines the term, “incurred” as follows: “Costs shall be deemed to have been “incurred” when YGC has contractually obligated itself to pay for such costs or such costs have been paid, whichever should first occur.” Consequently, the term, “incurred” includes amounts actually paid and amounts that YGC has obligated itself to pay.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

The Hinton Syndicate members each had the option to receive their share of property payments in stock of the Company at a 10% discount to the market. YGC and the Company had a further option to pay 40% of any property payment due after the payment on January 2, 2006 with common stock of the Company. On July 7, 2007 the Company issued 136,364 common shares, with the approval of the TSX, in settlement of 40% of the property payment due on July 7, 2007. The shares represent $57,252 (CDN$60,000) which is 40% of the contracted payment and were valued at $0.42 (CDN$0.44) each. The $84,727 (CDN$90,000) balance was paid in cash to the members of the Hinton Syndicate on July 7, 2007. This entire issuance of shares and cash payment was expensed as project expense. On July 7, 2008, the Company issued 476,189 common shares in settlement of a property payment on the Mount Hinton property. These shares represent $58,887 (CDN$60,000) which is 40% of the contracted payment and were valued at $0.126 (CDN$0.126) each. The balance of the property payment in the amount of $88,331 (CDN$90,000) was paid in cash.

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

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

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

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

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

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

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.

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

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

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

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

f) The Company entered into a five year operating lease for its Corporate office which was executed on March 27, 2006. The lease commenced July 1, 2006. Minimum lease commitments under the lease are as follows:

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

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

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

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

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

Reconciliation between the statutory federal income tax rate and the effective income tax rate of income tax expense for the period ended April 30, 2009 and 2008 is as follows:

The Company has determined that realization of a deferred tax asset is not likely and therefore a valuation allowance has been recorded against this deferred income tax asset.

As of April 30, 2009 the Company has non-capital losses of approximately $11,777,736 available to offset future taxable incomes which expire as follows:

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

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

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

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Consolidated Financial Statements
April 30, 2009 and April 30, 2008
(Amounts expressed in US Dollars)

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

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

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

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

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

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

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

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

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

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [X]	Smaller reporting company [X]

		Page
Part I
Item 1	Description of Business and Risk Factors	1
Item 2	Description of Property	3
Item 3	Legal Proceedings	12
Item 4	Submission of Matters to a Vote of Securities Holders	12
Part II
Item 5	Market For Common Equity and Related Stockholder Matters	12
Item 6	Selected Financial Data	19
Item 7	Management’s Discussion and Analysis or Plan of Operation	19
Item 7A.	Quantitative and Qualitative Disclosure about Market Risk	28
Item 8	Financial Statements	29
Item 9	Change in and Disagreements With Accountants on Accounting and Financial Disclosure	29
Item 9A	Controls and Procedures	29
Item 9B	Other Information	30
Part III
Item 10	Directors and Executive Officers of the Registrant	30
Item 11	Executive Compensation	34
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	36
Item 13	Certain Relationships and Related Transactions	38
Item 14	Principal Accountant Fees and Services	38
PART IV
Item 15.	Exhibits	38
FINANCIAL STATEMENTS

Claim Name	Claim Number	Grant Number	Expiry Date
Tudl	1 to 32	YA76768-YA76799	January 14, 2024
Marg	1 to 86	YB02385-YB02470	January 14, 2023
Marg	87 to 116	YB02471-YB02500	January 14, 2019
Marg	117 to 130	YB02501-YB02514	January 14, 2019
Marg	131 to 144	YB02515-YB02528	January 14, 2015
Marg	145 to 158	YB02529-YB02593	January 14, 2023
Marg	159 to 178	YB02594-YB02613	January 14, 2015
Marg	179 to 190	YB02944-YB02955	January 14, 2023
Marg	191 to 290	YB03107-YB03206	January 14, 2023
Marg	291 to 308	YB03606-YB03623	January 14, 2023
Marg	309-310	YB03624-YB03625	January 14, 2017
Marg	311-328	YB03626-YB03643	January 14, 2023
Marg	329-330	YB03644-YB03645	January 14, 2017
Marg	331-370	YB03646-YB03685	January 14, 2023

	Giroux/Carne				Holbek		Scott Wilson RPA
Cut-Off	0.5% Cu		1.00% Cu		C$40 NSR		C$70NSR
	Indicated	Inferred	Indicated	Inferred	Indicated	Inferred	Indicated	Inferred
Mineralized Material Tonnes	1,930,000	6,300,000	1,720,000	4,800,000	4,646,200	880,800	5,700,000	2,150,000
% Copper	1.84	1.55	1.97	1.81	1.80	1.55	1.52	1.18
% Zinc	4.34	4.22	4.59	4.64	4.77	3.75	3.66	3.39
% Lead	2.28	2.09	2.40	2.28	2.57	1.90	1.91	1.63
Silver (g/t)	56.66	50.62	59.72	55.4	65	50.42	48	38
Gold (g/t)	0.90	0.72	0.95	.78	0.99	0.95	0.78	.65

Hole_ID	from	to	core width (m)	Cu %	Pb %	Zn %	Ag g/t	Au g/t

M-108	111.42	111.85	0.43	1.49	2.20	3.84	53.90	1.33
	158.29	162.8	4.51	0.60	1.26	2.19	44.27	2.04
	181.6	185.8	4.20	1.67	3.40	5.53	82.81	1.81
	195.8	196.43	0.63	0.17	1.37	1.75	26.70	0.36

M-109	145.8	157.35	11.55	1.72	1.72	3.64	42.41	0.63

M-110	246.1	255.9	9.80	2.15	3.50	7.37	79.26	1.25
	290.8	291.3	0.50	1.69	1.97	3.86	93.50	1.34
	295.5	306	10.50	1.03	1.69	3.23	46.71	0.90

M-111	294.2	299.9	5.70	1.52	2.06	4.71	44.20	0.93
	332.77	337.6	4.83	0.87	1.63	3.10	39.03	0.52

M-112	294.65	295.2	0.55	1.78	3.49	6.92	75.70	1.69
	298.2	301.9	3.70	1.89	2.26	6.53	69.05	1.05
	314.3	315.7	1.40	0.97	1.55	3.05	44.14	0.47
	332.9	336	3.10	0.64	0.73	1.43	20.35	0.23

M-113	329.7	335.7	6.00	2.24	1.01	2.25	15.04	0.01
	379.6	380.4	0.80	1.60	2.40	4.65	59.00	0.55

M-114	418.6	420.1	1.50	0.38	0.48	0.86	10.74	0.13
	including
	419.6	420.1	0.50	0.90	1.16	2.03	25.80	0.24

M-115	275.8	276.3	0.50	0.17	1.94	3.37	67.20	0.03

M-116	333.1	335.15	2.05	0.17	0.60	1.71	10.63	0.08
	including
	334.6	335.15	0.55	0.36	1.59	4.36	24.10	0.15

M-116	361.35	362.5	1.15	1.60	0.86	2.61	24.16	0.44
	including
	361.95	362.5	0.55	3.05	1.55	4.78	42.30	0.81

M-117 No Significant Intersections

Adit	A horizontal or nearly horizontal passage driven from the surface for the purpose of the exploration or mining of a mineralized zone or ore body.

Air photo analysis	Use of aerial photography to determine or estimate geological features.

Alluvial Material	Eroded material such as soil, sand, granite and other materials above the bedrock.

Anomaly	Pertaining to the data set resulting from geochemical or geophysical surveys; a deviation from uniformity or regularity.

Arenite	General term for sedimentary rock consisting of sand-sized particles.

Assay	To analyse the proportions of metals in a specimen of rock or other geological material. Results of a test of the proportions of metals in a specimen of rock or other geological material.

Bedding	The arrangement of a sedimentary or metamorphic rock in beds or layers of varying thickness and character.

Bedrock	A general term for the rock, usually solid, that underlies soil or other unconsolidated superficial material.

Break	A general term used in mining geology for any discontinuity in the rock, such as a fault or fracture.

Bulldozer trenching	A method of exposing bedrock by use of a bulldozer.

Channel sample	A sample composed of pieces of vein or mineral deposit that have been cut out of a small trench or channel, usually about one inch deep and 4 inches wide.

Cirque	A deep, steep walled, flat or gently floored, half bowl like recess, variously described as crescent shaped or semicircular in plan, typically situated high on the north side of a mountain and commonly at the head of a glacial valley, and produced by the erosive activity of mountain glaciers.

Coarse reject	Pertaining to assay and geochemical analytical procedures where a rock sample is initially crushed before a subsample is separated for further analysis. The coarse reject may be retained for a check assay or for additional analysis.

Collar	The start or beginning of a drill hole or the mouth of an underground working entrance.

crosscut	n. An underground passage excavated across an ore body to test its width and value.

Devonian	A geologic period of the Paleozoic era spanning from roughly 416 to 359 million years ago.

Diamond drilling	The act or process of drilling boreholes using bits inset with diamonds as the rock cutting tool. The bits are rotated by various types and sizes of mechanisms motivated by electric, compressed air or internal combustion engines or motors.

Dip	The angle at which a bed, stratum, vein or other structure is inclined from the horizontal, measured perpendicular to the strike and in the vertical plane.

Drill core	A cylindrical or columnar piece of solid rock, usually 1 to 6 inches (2.5 cm to 40 cm) in diameter and less than 10 feet (3 m) in length, taken as a sample of an underground formation by a cylindrical drill bit, and brought to the surface for examination or analysis.

Drift	n. A horizontal opening in or near a mineralized body and parallel to the long dimension of the vein or mineralized body. v. The act of excavating a drift.

Economic	The portion of a mineralized body that can be profitably exploited.

Excavator trenching	A method of exposing bedrock by use of a hydraulic excavator.

Fault	A fracture or fracture zone in rock along which there has been displacement of the two sides relative to each other and parallel to the fracture.

Felsic	a term used in geology to refer to silicate minerals, magmas, and rocks which are enriched in the lighter elements such as silicon, oxygen, aluminum, sodium, and potassium.

Float	A general term for loose fragments of rock; especially on a hillside below an outcropping mineralized zone.

Float train	A general term for the downslope distribution of float below a mineralized zone.

Foxhole	A small pit excavated in overburden by hand to expose bedrock.

Fracture	A general term for any break in a rock, whether or not it causes displacement.

Geochemical sampling	The collection of soil, silt, vegetation or rock samples for analysis as a guide to the presence of areas of anomalous mineral of metal content in bedrock.

Geological mapping	In mineral exploration, the collection of geological data such as the description and orientation of various types of bedrock.

Geophysical survey	In mineral exploration, the collection of seismic, gravitational, electrical, radiometric, density or magnetic data to aid in the evaluation of the mineral potential of a particular area.

Graphitic	Containing graphite.

Greenstone	A general term applied to any compact dark green, altered or metamorphosed mafic igneous rock (e.g. gabbro or diorite).

g/t	Abbreviation for gram per tonne; equivalent to one part per million (ppm).

Hand trenching	A method of exposing bedrock by hand excavation.

Headwall	A steep slope at the head of a valley, especially the rock cliff at the back of a cirque.

Hydrothermal	Of or pertaining to hot water, to the action of hot water, or to the products of this action, such as a mineral deposit precipitated from a hot aqueous solution, with or without demonstrable association with igneous processes.

Igneous	Said of a rock or mineral that solidified from molten or partly molten material; also applied to processes leading to, or resulting from the formation of such rocks.

Metallurgical test	A general term for a number of mechanical or chemical processes that are employed to test the amenability of separating metals from their ores.

Metasedimentary	A sediment or sedimentary rock that shows evidence of being subjected to metamorphism.

Mineralization	The process or processes by which a mineral or minerals are introduced into a rock, resulting in an enriched deposit; or the result of these processes.

Mineralized	Rock that has undergone the process of mineralization.

Mining camp	A term loosely applied to an area of relatively abundant mines that have some relationship to each other in terms of the type of deposit or the variety of ore produced.

Mississippian	An epoch of the Carboniferous Period lasting from roughly 360 to 325 million years ago.

Net Smelter Return royalty	A general term for a residual benefit that is a percentage of the value for which a smelter will reimburse the provider of ore to the smelter, after deduction for various smelting fees and penalties and, often after cost of transportation has been deducted.

Ore	The naturally occurring material from which a mineral or minerals of economic value can be extracted profitably or to satisfy social or political objectives.

Outcrop	The part of a rock formation that appears at the surface of the ground.

Overburden	Loose soil, sand, gravel, broken rock, etc. that lies above the bedrock.

oz/ton	Abbreviation for troy ounce per ton.

Percussion drill	Drilling method by which the drill bit falls by force or is driven by force into the bedrock.

Permafrost	A permanently frozen layer of soil or subsoil, or even bedrock, which occurs to variable depths below the Earth's surface in arctic or subarctic regions.

Phyllite	A type of foliated metamorphic rock primarily composed of quartz, sericite mica, and chlorite

Placer gold	Gold occurring in more or less coarse grains or flakes and obtainable by washing the sand, gravel, etc. in which it is found. Also called alluvial gold.

Placer mining	The extraction and concentration of heavy metals or minerals (usually gold) from alluvial deposits by various methods, generally using running water.

ppb	Abbreviation for part per billion.

ppm	Abbreviation for part per million.

		Minimum lease
Years ending April 30,		commitment

2010	$	41,693	(CDN $49,740	)
2011	$	42,005	(CDN $50,112	)
2012	$	7,002	(CDN $ 8,353	)

	Number of
	Warrants		Exercise
	Granted		Prices		Expiry Date
			$
Outstanding at April 30, 2007 and average exercise price	5,415,703		0.97
Granted in year 2007-2008	1,111,665		0.60		August 16, 2009
Granted in year 2007-2008	315,296		0.70		August 16, 2009
Granted in year 2007-2008	1,414,554		0.60		November 16, 2009
Granted in year 2007-2008	621,626		0.70		November 16, 2009
Granted in year 2007-2008	250,000		0.24		December 15, 2012
Granted in year 2007-2008	250,000		0.24		June 15, 2013
Exercised in year 2007-2008	-		-
Expired in year 2007-2008	(377,794	)	(1.00	)
Cancelled in year 2007-2008	-		-
Outstanding at April 30, 2008 and average exercise price	9,001,050		0.86

Granted in year 2008-2009	-		-
Exercised in year 2008-2009	-		-
Cancelled in year 2008-2009	-		-
Expired in year 2008-2009	(2,665,669	)	(0.90	)
Expired in year 2008-2009	(245,455	)	(1.00	)
Expired in year 2008-2009	(533,133	)	(0.60	)
Expired in year 2008-2009	(643,652	)	(1.05	)
Outstanding at April 30, 2009 and average exercise price	4,913,141		0.83

				Number of
				securities
				remaining
				available for
	Number of		Weighted-	future
	securities to		average	issuance
	be issued		exercise	under equity
	upon		price of	compensation
	exercise of		outstanding	plans
	outstanding		options,	(excluding
	options,		warrants	securities
	warrants		and	reflected in
	and rights		rights	column (a))
	(a)		(b)	(c)
Equity compensation plans approved by security holders	4,913,141	$	0.83	4,077,907
Equity compensation plans not approved by securities holders	N/A		N/A	N/A
Total	4,913,141	$	0.83	4,077,907

FISCAL YEAR 2009		HIGH		LOW
First Quarter	$	0.22	$	0.11
Second Quarter	$	0.15	$	0.02
Third Quarter	$	0.07	$	0.02
Fourth Quarter	$	0.05	$	0.02

FISCAL YEAR 2008		HIGH		LOW
First Quarter	$	0.69	$	0.37
Second Quarter	$	0.59	$	0.33
Third Quarter	$	0.50	$	0.21
Fourth Quarter	$	0.30	$	0.18

Third Quarter	US $0.09 (CDN$0.08)	US $0.03 (CDN$0.02)
Fourth Quarter	US $0.05 (CDN$0.04)	US $0.03 (CDN$0.02)
FISCAL YEAR 2008	HIGH	LOW
First Quarter	US $0.70 (CDN$0.75)	US $ 0.35 (CDN$0.38)
Second Quarter	US $0.47 (CDN$0.48)	US $0.29 (CDN$0.30)
Third Quarter	US $0.45 (CDN$0.45)	US $0.22 (CDN$0.22)
Fourth Quarter	US $0.30 (CDN$0.30)	US $0.18 (CDN$0.18)

		Option Price	Number of shares
Expiry Date		Per Share	2009	2008
15-Dec-09	$	0.75	250,000	250,000
5-Jan-10	$	0.75	12,000	12,000
28-Jun-10	$	* 0.55	490,000	490,000
15-Aug-10	$	0.38 (CDN$0.45)	62,500	62,500
13-Dec-10	$	1.19	576,000	576,000
13-Dec-10	$	1.19	88,000	88,000
20-Jan-11	$	0.85	150,000	150,000
28-Sep-12	$	0.32 (CDN$0.38)	-	200,000
28-Sep-12	$	0.33 (CDN$0.39)	100,000	100,000
18-Dec-12	$	0.20 (CDN$0.24)	200,000	200,000

	Number of Shares
	2008-2009		2007-2008
Outstanding, beginning of year	3,403,500		2,484,000
Granted	250,000		1,900,000
Expired	-		(20,000	)
Exercised	-		-

Forfeited	(350,000	)	(960,500	)
Cancelled	(250,000	)
Outstanding, end of year	3,053,500		3,403,500
Exercisable, end of year	3,028,500		3,249,334

		April 30,		April 30,
		2009		2008
Revenues		Nil		Nil
Net Loss	$	3,017,265	$	4,953,775
Loss per share-basic and diluted	$	0.09	$	0.19
Total Assets	$	108,099	$	2,526,600
Total Liabilities	$	239,222	$	231,531
Cash dividends declared per share		Nil		Nil

Years ending April 30,

2010	$	2,998	(CDN$ 3,577	)
2011	$	2,998	(CDN$ 3,577	)

Total minimum lease payments	$	5,996	(CDN$ 7,154	)
Less: Deferred Interest	$	908	(CDN$ 1,084	)
	$	5,088	(CDN$ 6,070	)
Current Portion	$	2,617	(CDN$ 3,122	)
Long-Term Portion	$	2,471	(CDN$ 2,948	)

14-Jan-13	$	**0.26 (CDN$0.31)	825,000	825,000
21-Feb-13	$	0.23 (CDN$0.28)	-	150,000
25-Mar-13	$	***0.18 (CDN$0.22)	200,000	200,000
8-Apr-13	$	0.17 (CDN$0.20)	100,000	100,000
			3,053,500	3,403,500
Weighted average exercise price at end of year			0.60	0.57

*	Subsequent to the year end, options to issue 240,000 common shares from the 2003 Plan were forfeited on August 4, 2009 due to the resignation of a director of the Company.

**	Subsequent to the year end, 100,000 options to issue common shares from the 2006 Plan were cancelled on August 4, 2009 due to the resignation of a director of the Company.

***	Subsequent to the year end, options to issue 200,000 common shares from the 2006 Plan were cancelled on June 25, 2009 due to the resignation of an officer of the Company.

If the payment is made to Yukon Gold within the 12- month anniversary of the Closing:	$96,386 (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:	$117,351 (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:	$138,307 (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:	$159,262 (CDN$190,000)
If the payment is made to Yukon Gold after the 48- month anniversary of the Closing, it shall be increased by $20,956 (CDN$25,000) for each 12-month period following the 49-month anniversary of the Closing

	*	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

	*	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

	*	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Name	Age	Position	Position Held Since
Howard S. Barth	57	Director	May 11, 2005
J.L. Guerra, Jr.	53	President and Chief Executive Officer (1)	December 12, 2008

		Director Chairman of the Board	November 2, 2005, July 11, 2006
Kenneth J. Hill	70	Director (2)	December 15, 2004
Robert E. Van Tassell	73	Director	May 30, 2005
Rakesh Malhotra	52	Chief Financial Officer	November 2, 2005
Kathy Chapman	51	Interim Corporate Secretary Chief Administrative Officer (3)	July 3, 2008 August 1, 2008

(1)	J.L. Guerra, Jr. was appointed President and Chief Executive Officer and a director of the Company's wholly-owned subsidiary, YGC, as of December 12, 2008. Prior to that time, Mr. Guerra was Chairman of the Board of Directors. Mr. Guerra assumed the position of President and Chief Executive Officer following the resignation of Ronald Mann from such position on the same day.

(2)	Mr. Hill is also a director of YGC.

(3)	Mrs. Chapman was appointed Corporate Secretary of YGC on May 13, 2009.

(4)	Subsequent to the period covered by this report, Mr. Barth resigned from the Board of Directors. There were no disagreements between Mr. Barth and the Company with regards to the Company's operations, policies or procedures.

Name	Form Type	Number of	Number of
		Filings	Transactions
			Reported
J.L. Guerra	Form 4	2	6
Ronald Mann	Form 4	3	6
Cletus Ryan	Form 4	2	5

		Annual Compensation			Long-Term Compensation
					Awards		Payout
						Securities
						Underlying		All
					Restricted	Options &		Other
Name and	Year			Other Annual	Stock	Warrants/SAR	LTIP	Compen-
Principal	April	Salary	Bonus	Compensation	Award(s)	Granted	Payouts	sation
Position	30,	($)	($)	($)	($)	(#)	($)	($)


J.L. Guerra CEO	2009 2008 2007	Nil Nil Nil	Nil Nil Nil	1,311 Nil Nil	Nil Nil Nil	Nil 250,000 Nil	Nil Nil Nil	Nil Nil Nil
Kathy Chapman Chief Administrative Officer	2009 2008 2007	55,885 Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil 75,000 Nil	Nil Nil Nil	Nil Nil Nil
Cletus Ryan VP Corporate Development	2009 2008 2007	Nil Nil Nil	Nil Nil Nil	96,335 44,678 Nil	Nil Nil Nil	Nil 200,000 Nil	Nil Nil Nil	Nil Nil Nil
Ronald Mann Former CEO	2009 2008 2007	Nil Nil Nil	Nil Nil Nil	103,767 55,848 Nil	Nil Nil Nil	- 500,000 Nil	Nil Nil Nil	Nil Nil Nil

(1)	Based on total number of options granted to directors/officers/consultants of the Company pursuant to the 2006 Stock Option plan during the fiscal year ended April 30, 2009.

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

			# of
			shares
			under-
	Shares acquired on	Value	lying
Name and	Exercise	Realized	options
Principal	(#)		at year
Position		($)	end

Kenneth Hill

Former President and CEO	N/A	650,000
J.L. Guerra, Jr. CEO	N/A	500,000
Rakesh Malhotra CFO	N/A	325,000
Kathy Chapman Chief Administrative Officer	N/A	175,000
Lisa Rose Corporate Secretary	N/A	251,000
Ronald K. Mann Former CEO	. N/A	NIL*

Consent of Independent Auditors	23.1
Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002	31.1
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	31.2
Certification by the Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002	32.1
Report of Schwartz Levitsky Feldman, LLP	F-1
Consolidated Balance Sheets as at April 30, 2009 and April 30, 2008	F-2

Consolidated Statements of Operations for the years ended April 30, 2009 and April 30, 2008	F-4
Consolidated Statements of Cash Flows for the years ended April 30, 2009 and April 30, 2008	F-5
Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) for the years ended April 30, 2009 and April 30, 2008 and for the period from inception to April 30, 2009	F-6
Notes to Consolidated Financial Statements	F-10

Consent of Schwartz Levitsky Feldman LLP Independent Auditors	23.1
Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	31.1
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	31.2
Certification by the Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002	32.1
Report of Schwartz Levitsky Feldman, LLP	F-1

	Page No.

Report of Independent Registered Public Accounting Firm	F1

Consolidated Balance Sheets as at April 30, 2009 and April 30, 2008	F2-F3

Consolidated Statements of Operations for the years ended April 30, 2009 and April 30, 2008	F4

Consolidated Statements of Cash Flows for the years ended April 30, 2009 and April 30, 2008	F5

Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) for the years ended April 30, 2009 and April 30, 2008 and for the period from inception to April 30, 2009	F6

Notes to Consolidated Financial Statements	F10-40

Toronto, Ontario, Canada	Schwartz Levitsky Feldman LLP
June 23, 2009, except for note 19 which is as of	Chartered Accountants
September 11, 2009	Licensed Public Accountants

1167 Caledonia Road
Toronto, Ontario M6A 2X1
Tel: 416 785 5353
Fax: 416 785 5663

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

			For the year		For the year
	Cumulative		ended		ended
	since		April 30,		April 30,
	inception		2009		2008
	$		$		$
OPERATING EXPENSES

General and administration (Note 12)	6,795,378		987,536		1,702,640
Project expenses	9,058,377		1,907,891		3,341,682
Exploration Tax Credit	(605,716	)	-		-
Amortization and impairment	161,649		121,838		21,877
Loss on sale/disposal of property, plant and equipment	5,904		-		-

TOTAL OPERATING EXPENSES	15,415,592		3,017,265		5,066,199

LOSS BEFORE INCOME TAXES	(15,415,592	)	(3,017,265	)	(5,066,199	)

Income taxes recovery	509,170		-		112,424

NET LOSS	(14,906,422	)	(3,017,265	)	(4,953,775	)

Loss per share - basic and diluted			(0.09	)	(0.19	)

Weighted average common shares outstanding			32,631,758		26,337,414

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		2,271,080
Proceeds (Repayments) from capital lease obligation	5,088		(4,314	)	(1,640	)

NET CASH PROVIDED BY FINANCING ACTIVITIES	11,481,947		573,795		2,269,440

EFFECT OF FOREIGN CURRENCY	(32,617	)	(223,579	)	222,810
EXCHANGE RATE CHANGES

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FOR THE YEAR	9,349		(1,246,271	)	319,184
Cash and cash equivalents, beginning of year	-		1,255,620		936,436

CASH AND CASH EQUIVALENTS, END OF YEAR	9,349		9,349		1,255,620
INCOME TAXES PAID			-		-
INTEREST PAID			-		-