-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NgM9m2sdPf6UmOVShymcdd/87uq6YXamy79mLI2lWHmj+d1ehVrP01PVRFZlAblB UZVQRnECkCuvhudKm+N4SA== 0001204459-10-000591.txt : 20100322 0001204459-10-000591.hdr.sgml : 20100322 20100322144635 ACCESSION NUMBER: 0001204459-10-000591 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20100131 FILED AS OF DATE: 20100322 DATE AS OF CHANGE: 20100322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YUKON GOLD CORP INC CENTRAL INDEX KEY: 0001280396 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 980413063 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-51068 FILM NUMBER: 10696368 BUSINESS ADDRESS: STREET 1: 139 GRAND RIVER ST STREET 2: PO BOX 510 CITY: PARIS STATE: A6 ZIP: N3L 3T6 BUSINESS PHONE: 210-355-3233 MAIL ADDRESS: STREET 1: 139 GRAND RIVER ST STREET 2: PO BOX 510 CITY: PARIS STATE: A6 ZIP: N3L 3T6 10-Q 1 form10-q.htm FORM 10-Q Yukon Gold Corporation, Inc.: Form 10-Q - Filed by Newsfile Corp.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended January 31, 2010

Commission file number 000-51068


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

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

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

210-495-8777
(Registrant’s telephone number including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ]             No [   ]

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

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

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

The number of shares of registrant’s common stock outstanding as of January 31, 2010 was 40,489,535.


PART I – FINANCIAL INFORMATION

YUKON GOLD CORPORATION, INC.
(AN EXPLORATION STAGE MINING COMPANY)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2010
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

TABLE OF CONTENTS

 

Page No.

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

F-2 to F3

 

 

Interim Consolidated Statements of Operations for the nine months and three months ended January 31, 2010 and January 31, 2009 and the period from Inception to January 31, 2010.

F-4

 

 

Interim Consolidated Statements of Cash Flows for the nine months ended January 31, 2010 and January 31, 2009 and the period from Inception to January 31, 2010.

F-5

 

 

Interim Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) from Inception to January 31, 2010

F-6 to F9

 

 

Condensed Notes to Interim Consolidated Financial Statements

F-10 to F-25


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

Consolidated Balance Sheets

As at January 31, 2010 and April 30, 2009

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

    January 31, 2010     April 30, 2009  
  $    $  
ASSETS   (unaudited)     (audited)  
CURRENT ASSETS            
             
Cash and cash equivalents   11,842     9,349  
Prepaid expenses and other (Note 4)   11,713     64,852  
          -  
    23,555     74,201  
             
PROPERTY, PLANT AND EQUIPMENT   29,311     33,898  
    52,866     108,099  

See condensed notes to the interim consolidated financial statements.

APPROVED ON BEHALF OF THE BOARD

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

/s/ Douglas Oliver                                                  
Douglas Oliver, CEO and Director

F-2


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

Consolidated Balance Sheets

As at January 31, 2010 and April 30, 2009

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

    January 31,     April 30,  
    2010     2009  
   $    $  
LIABILITIES   (unaudited)     (audited)  
             
CURRENT LIABILITIES            
Loan from director (Note 10)   102,000     -  
Accounts payable and accrued liabilities   458,097     234,134  
Obligation under Capital Leases   2,680     2,617  
Total Current Liabilities   562,777     236,751  
             
Long -Term Portion of:            
Obligations under Capital Lease   1,324     2,471  
             
TOTAL LIABILITIES   564,101     239,222  
GOING CONCERN (Note 2)            
COMMITMENTS AND CONTINGENCIES (Note 8)            
RELATED PARTY TRANSACTIONS (Note 9)            
SUBSEQUENT EVENTS (Note 14)            
SHAREHOLDERS’ DEFICIENCY            
CAPITAL STOCK (Note 5)   4,049     4,049  
             
ADDITIONAL PAID-IN CAPITAL   14,916,339     14,866,470  
             
ACCUMULATED OTHER COMPREHENSIVE LOSS   (101,815 )   (95,220 )
             
DEFICIT, ACCUMULATED DURING THE EXPLORATION STAGE   (15,329,808 )   (14,906,422 )
    (511,235 )   (131,123 )
    52,866     108,099  

See condensed notes to the interim consolidated financial statements.

F-3


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

Consolidated Statements of Operations

For the nine months and three months ended January 31, 2010 and January 31, 2009 and the period from Inception to January 31, 2010
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

          For the     For the     For the     For the  
          nine months     nine months     three months     three months  
    Cumulative     ended     ended     ended     ended  
    since     January 31,     January 31,     January 31,     January 31,  
    inception     2010     2009     2010     2009  
     $      $      $      $      $  
OPERATING EXPENSES                              
                               
General and administration   7,305,987     510,609     839,688     180,249     150,071  
Project expenses   9,073,088     14,711     1,931,660     2,607     208,022  
Exploration Tax Credit   (605,716 )   -     -     -     -  
Amortization   170,021     8,372     99,188     2,878     78,069  
Loss on sale/disposal of capital assets   5,904     -     -     -     -  
Gain on sale of mining property (Note7)   (110,306 )   (110,306 )   -     -     -  
TOTAL OPERATING EXPENSES   15,838,978     423,386     2,870,536     185,734     436,162  
LOSS BEFORE INCOME TAXES   (15,838,978 )   (423,386 )   (2,870,536 )   (185,734 )   (436,162 )

Income taxes recovery

  509,170     -     -     -     -  
NET LOSS   (15,329,808 )   (423,386 )   (2,870,536 )   (185,734 )   (436,162 )
Loss per share – basic and diluted         (0.01 )   (0.09 )   (0.00 )   (0.01 )
Weighted average common shares outstanding         40,489,535     32,278,431     40,489,535     33,650,629  

See condensed notes to the interim consolidated financial statements

F-4


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

Consolidated Statements of Cash Flows

For the nine month period ended January 31, 2010 and January 31, 2009 and the period from Inception to January 31, 2010
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

          For the nine     For the nine  
          month period     month period  
          ended     ended  
    Cumulative     January 31,     January 31,  
    Since Inception     2010     2009  
    $          
CASH FLOWS FROM OPERATING ACTIVITIES                  
Net loss for the period   (15,329,808 )   (423,386 )   (2,870,536 )
Items not requiring an outlay of cash:                  
Amortization and impairment   170,021     8,372     99,188  
Loss on sale/disposal of capital assets   5,904     -     -  
Registration rights penalty expense   188,125     -     -  
Shares issued for property payment   772,826     -     58,887  
Common shares issued for settlement of severance liability to ex-officer 113,130 -
Stock-based compensation   1,298,574     5,869     28,399  
Compensation expense on issue of warrants   140,892     -     17,813  
Issue of shares for professional services   860,023     -     7,500  
Gain on sale of mining property   (110,306 )   (110,306 )   -  
Issue of units against settlement of debts   20,077     -     -  
Decrease (Increase) in prepaid expenses and other   (10,556 )   60,641     178,552  
Increase (Decrease) in accounts payable and accrued liabilities   457,607     205,375     153,359  
(Increase) Decrease in restricted cash   -     -     817,092  
                   
NET CASH USED IN OPERATING ACTIVITIES   (11,423,491 )   (253,435 )   (1,509,746 )
                   
CASH FLOWS FROM INVESTING ACTIVITIES                  
Purchase of property, plant and equipment   (222,309 )   -     (38,978 )
Sale of available for sale securities   -           31,500  
Short-term Deposit   -     -     (36,530 )
Proceeds from sale of mining property   110,306     110,306        
                   
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES   (112,003 )   110,306     (44,008 )
                   
CASH FLOWS FROM FINANCING ACTIVITIES                  
Repayments from a shareholder   1180     -     -  
Proceeds (Repayments) from Demand promissory notes   302,000     102,000     -  
Proceeds from Convertible promissory notes converted   200,500     -     -  
Proceeds from the exercise of stock options   61,000     -     -  
Proceeds from exercise of warrants – net   450,309     -     -  
Proceeds from subscription of warrants – net   525,680     -     -  
Proceeds from subscription /issuance of units/shares – net   10,082,190     44,000     578,109  
Proceeds (Repayments) from capital lease obligation   5,088     -     (2,788 )
                   
NET CASH PROVIDED BY FINANCING ACTIVITIES   11,627,947     146,000     575,321  
                   
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES   (80,611 )  

(378

)   (163,368 )
                   
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FOR THE QUARTER   11,842     2,493     (1,141,801 )
Cash and cash equivalents, beginning of period   -     9,349     1,255,620  
                   
 CASH AND CASH EQUIVALENTS, END OF PERIOD   11,842     11,842     113,819  
INCOME TAXES PAID         -     -  
INTEREST PAID         -     -  


See condensed notes to the interim consolidated financial statements

F-5


YUKON GOLD CORPORATION, INC.
(An
Exploration Stage Mining Company)
Consolidated Statements of Changes in Stockholders’ Equity (Deficiency)
From
Inception to January 31, 2010
(Amounts
expressed in US Dollars)
(Unaudited
-Prepared by Management)

 

                          Deficit,              

 

                          Accumulated           Accumulated  

 

  Number of     Common     Additional           during the           Other  

 

  Common     Shares     Paid-in     Subscription     Exploration     Comprehensive     Comprehensive  

 

  Shares     Amount     Capital     for Warrants     Stage     Income (loss)     Income (loss)  

 

  #     $     $     $     $     $     $  

Issuance of Common shares

  2,833,377     154,063     -     -     -     -     -  

Issuance of warrants

  -     -     1,142     -     -     -     -  

Foreign currency translation

  -     -     -     -           604     604  

Net loss for the year

  -     -     -           (124,783 )   (124,783 )   -  

 

                                         

Balance as of April 30, 2003

  2,833,377     154,063     1,142     -     (124,783 )   (124,179 )   604  

 

                                         

Issuance of Common shares

  1,435,410     256,657     -     -     -     -        

Issuance of warrants

  -     -     2,855     -     -     -        

Shares repurchased

  (240,855 )   (5,778 )   -     -     -     -        

Recapitalization pursuant to reverse acquisition

  2,737,576     (404,265 )   404,265     -     -     -        

Issuance of Common shares

  1,750,000     175     174,825     -     -     -        

Issuance of Common shares for Property Payment

  300,000     30     114,212     -     -     -        

Foreign currency translation

  -     -     -     -     -     (12,796 )   (12,796 )

Net loss for the year

  -     -     -     -     (442,906 )   (442,906 )   -  

 

                                         

Balance as of April 30, 2004

  8,815,508     882     697,299     -     (567,689 )   (455,702 )   (12,192 )

 

                                         

Issuance of Common shares for Property Payment

  133,333     13     99,987     -     -     -     -  

Issuance of common shares on Conversion of Convertible Promissory note

  76,204     8     57,144     -     -     -     -  

F-6


YUKON GOLD CORPORATION, INC.
(An
Exploration Stage Mining Company)
Consolidated
Statements of Changes in Stockholders’ Equity (Deficiency)
From
Inception to January 31, 2010
(Amounts
expressed in US Dollars)
(Unaudited
-Prepared by Management)

 

                                         

Foreign currency translation

  -     -     -           - -     9,717     9,717  

Net loss for the year

  -     -     -     -    

 (808,146

)   (808,146 )   -  

 

                                         

Balance as of April 30, 2005

  9,025,045     903     854,430     -     (1,375,835 )   (798,429 )   (2,475 )

 

                                         

Stock based compensation - Directors and officers

              216,416                          

Stock based compensation - Consultants

              8,830                          

Issue of common shares and Warrants on retirement of Demand Promissory note

  369,215     37     203,031                    

Units issued to an outside company for professional services settlement

  24,336     2     13,384                    

Units issued to an officer for professional services settlement

  12,168     1     6,690                          

Issuance of common shares for professional services

  150,000     15     130,485                          

Units issued to shareholder

  490,909     49     269,951                          

Units issued to a director

  149,867     15     82,412                          

Units issued to outside subscribers

  200,000     20     109,980                          

Issuance of common shares on Conversion of Convertible Promissory notes

  59,547     6     44,654                    

Issuance of common shares on Exercise of warrants

  14,000     2     11,998                          

Issuance of common shares on Conversion of Convertible

                                         

Promissory notes

  76,525     8     57,386                          

Private placement of shares

  150,000     15     151,485                          

Issuance of Common shares for property payment

  133,333     13     99,987                          

Issuance of common shares on Conversion of Convertible Promissory notes

  34,306     4     25,905                    

Issuance of common shares on Exercise of warrants

  10,000     1     8,771                          

Issuance of common shares on Conversion of Convertible Promissory notes

  101,150     10     76,523                          

F-7


YUKON GOLD CORPORATION, INC.
(An
Exploration Stage Mining Company)
Consolidated
Statements of Changes in Stockholders’ Equity (Deficiency)
From
Inception to January 31, 2010
(Amounts
expressed in US Dollars)
(Unaudited
-Prepared by Management)

Issue of 400,000 Special Warrants net

                    371,680                    

Issue of 200,000 flow through warrants

                    154,000                    

Brokered private placement of shares- net

  5,331,327     533     2,910,375                          

Brokered Private placement of flow through Shares- net

  25,000     2     13,310                          

Exercise of stock options

  10,000     1     5,499                          

Foreign currency translation

  -     -     -                 (2,687 )   (2,687 )

Net loss for the year

  -     -     -           (1,855,957 )   (1,855,957 )   -  

Balance at April 30, 2006

  16,366,728     1,637     5,301,502     525,680     (3,231,792 )   (1,858,644 )   (5,162 )

 

                                         

Exercise of warrants

  10,000     1     8,986                          

Exercise of warrants

  45,045     5     40,445                          

Exercise of warrants

  16,000     2     14,278                          

Common shares issued for settlement of severance liability to ex-officer

  141,599     14     113,116                  

Exercise of warrants

  43,667     4     39,364                          

Exercise of warrants

  17,971     2     15,937                          

Exercise of warrants

  43,667     4     38,891                          

Exercise of warrants

  16,000     2     14,251                          

Exercise of warrants

  158,090     16     141,616                          

Issue of common shares for property payment

  43,166     4     53,841                          

Exercise of warrants

  64,120     6     57,863                          

Exercise of warrants

  61,171     6     53,818                          

Exercise of stock options

  24,000     2     17,998                          

Issuance of common shares for professional services

  342,780     34     438,725                          

Brokered private placement of units-net

  400,000     40     363,960                          

Brokered private placement of units- net

  550,000     55     498,923                          

Stock based compensation-Directors and Officers

              451,273                          

Exercise of stock options

  50,000     5     37,495                          

F-8


YUKON GOLD CORPORATION, INC.
(An
Exploration Stage Mining Company)
Consolidated
Statements of Changes in Stockholders’ Equity (Deficiency)
From
Inception to January 31, 2010
(Amounts
expressed in US Dollars)
(Unaudited
-Prepared by Management)

Issuance of common shares for property payment

  133,334     13     99,987                          

Issuance of common shares for professional services

  160,000     16     131,184                          

Issuance of common shares for professional services

  118,800     12     152,052                          

Issue of shares for flow-through warrants

  200,000     20     153,980     (154,000 )                  

Issue of shares for special warrants

  404,000     41     375,679     (371,680 )                  

Issue of 2,823,049 flow- through warrants -net

                    1,916,374                    

Issue of 334,218 unit special warrants-net

                    230,410                    

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

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

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

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

Registration rights penalty expense

              188,125                          

Foreign currency translation

                                (58,446 )   (58,446 )

Net loss for the year

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

Balance April 30, 2007

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

Shares for property payment

  136,364     13     57,239                          

Stock based compensation

              584,328                          

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

                      9,000     9,000  

543,615 flow through units

  543,615     54     227,450                          

1,916,666 units-net

  1,916,666     192     698,110                          

1,071,770 flow through units

  1,071,770     108     449,379                          

2,438,888 units-net

  2,438,888     244     1,036,622                          

Expenses relating to issue of units

              (141,080 )                        

Compensation expense on issue of warrants

              123,079                          

Foreign currency translation

                                251,082     251,082  

Net loss for the year

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

Balance as of April 30, 2008

  28,990,440     2,899     13,984,853           (11,889,157 )   (4,693,693 )   196,474  

Shares for property payment

  476,189     48     58,839                          

Shares for property payment

  6,838,906     684     187,916                          

Stock based compensation

              31,858                          

Compensation expense on issue of warrants

              17,813                          

4,134,000 flow through shares

  4,134,000     413     577,696                          

Issuance of shares for professional services

  50,000     5     7,495                          

Realized gain on available-for-sale securities

                                (9,000 )   ( 9,000 )

Foreign currency translation

                                (282,694 )   (282,694 )

Net loss for the period

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

Balance as of April 30, 2009

  40,489,535     4,049     14,866,470           (14,906,422 )   (3,308,959 )   (95,220 )

Stock based compensation

              5,869                          

Subscription for 1,100,000 shares @$0.04 per share

              44,000                          

Foreign currency translation

                                (6,595 )   (6,595 )

Net loss for the period

                          (423,386 )   (423,386 )      

Balance as of January 31, 2010

  40,489,535     4,049     14,916,339           (15,329,808 )   (429,981 )   (101,815 )

See condensed notes to the interim consolidated financial statements

F-9


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

Notes to Interim Consolidated Financial Statements
January 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles (GAAP); however, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for a fair statement of the results for the interim periods. The condensed interim consolidated financial statements should be read in conjunction with the consolidated financial statements and Notes thereto together with management’s discussion and analysis of financial condition and results of operations contained in the Company’s annual report on Form 10-K for the year ended April 30, 2009. In the opinion of management, the accompanying condensed interim consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to fairly state the financial position of the Company at January 31, 2010 and April 30, 2009, the results of its operations for the three- and nine-month periods ended January 31, 2010 and January 31, 2009, and its cash flows for the nine-month periods ended January 31, 2010 and January 31, 2009. In addition, some of the Company’s statements in this quarterly report on Form 10-Q may be considered forward-looking and involve risks and uncertainties that could significantly impact expected results. The results of operations for the nine-month period ended January 31, 2010 are not necessarily indicative of results to be expected for the full year.

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

2. GOING CONCERN

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

The Company is actively pursuing equity and short-term bridge loan financing, which may include financing backed by a pledge of some or all of the Company’s exploration property assets. The Company also is simultaneously exploring opportunities to effect business combinations or joint ventures involving additional mining assets that may provide opportunities for greater long-term financing. These consolidated financial statements have been prepared in accordance with United States generally acceptable accounting principles applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying consolidated financial statements.

F-10


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

Notes to Interim Consolidated Financial Statements
January 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

3. NATURE OF OPERATIONS

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

4. PREPAID EXPENSES AND OTHER

Included in prepaid expenses and other is an amount of $9,974 (CDN$10,666) being Goods & Services tax receivable from the Federal Government of Canada.

5. CAPITAL STOCK

a)     Authorized

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

b)     Issued

40,489,535 Common shares.

F-11


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

Notes to Interim Consolidated Financial Statements

January 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

5. CAPITAL STOCK-Cont’d

c)     Changes to Issued Share Capital

Year ended April 30, 2009

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

On May 16, 2008, the Company entered into a consulting agreement with Clarke Capital Group Inc. (“Clarke”) pursuant to which Clarke was retained to provide the Company with investor relations and business communications services for an initial term of 6 months, renewable thereafter for an additional 6-month term. Upon execution of the Clarke Agreement the Company paid Clarke $14,648 (CDN$15,000). Pursuant to the Clarke Agreement, the Company issued Clarke 50,000 shares of common stock on July 14, 2008 which was valued at market price for $7,500.

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

The Company assumed the rights to acquire the Marg Property under a Property Purchase Agreement (“Agreement”) with Atna Resources Ltd. (“Atna”). The Company had agreed to make subsequent payments under the Agreement of: $163,066 (CDN$200,000) in cash and/or common shares of the Company (or some combination thereof to be determined) on or before December 12, 2008. On December 4, 2008 the Company and Atna 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.

Nine months ended January 31, 2010

During the nine month period ended January 31, 2010, the Company received subscriptions for 1,100,000 common shares at $0.04 per share for a total consideration of $44,000 through a non-brokered private placement. The Company has not issued any shares during the nine month period ended January 31, 2010.

F-12


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

Notes to Interim Consolidated Financial Statements
January 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

6. STOCK BASED COMPENSATION

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

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

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

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

F-13


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

Notes to Interim Consolidated Financial Statements
January 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

6. STOCK-BASED COMPENSATION-Cont’d

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

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

Year ended April 30, 2009.

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

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

Nine month period ended January 31, 2010

The company did not issue any stock options during the nine month period ended January 31, 2010.

For this nine month period ended January 31, 2010, the Company has recognized in the financial statements, stock-based compensation costs as per the following details. The fair value of each option used for the purpose of estimating the stock compensation is based on the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:

F-14


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

Notes to Interim Consolidated Financial Statements

January 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

6. STOCK-BASED COMPENSATION-Cont’d

  19- 20- 28- 15- 28- 18- 14- 21-   25-  8- 28-  
  Jan Mar Mar Aug Sept Dec Jan Feb Mar Apr July  
  2007 2007 2007 2007 2007 2007 2008 2008 2008 2008 2008 TOTAL
                         
Risk free rate 4.5% 4.5% 4.5% 5% 4.5% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0%  
                         
Volatility factor 94.49% 57.48% 98.67% 91.68% 92.20% 101.61% 45.19% 95.77% 94.92% 94.49% 97.44%  
                         
Stock-based compensation cost expensed during the period ended January 31, 2010       $5,869       $5,869
                         
Unexpended Stock based compensation cost deferred over the vesting period             $nil

As of January 31, 2010 there was $nil of unrecognized expenses related to non-vested stock-based compensation arrangements granted. The stock-based compensation expense for the nine month period ended January 31, 2010 was $5,869.

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 October 24, 2009, the Company cancelled 200,000 options issued to an officer of the Company.

On December 15, 2009 the Company recognized the expiration of 250,000 options granted under the 2003 Stock Option Plan to a former director of the Company and on January 5, 2010 12,000 options granted to a former officer of the Company and on January 19, 2010 250,000 options granted to a former director of the Company, and on January 29, 2010 150,000 options granted to a former director of the Company.

On January 19, 2010 the Company cancelled 100,000 options granted under the 2006 Stock Option Plan to a former director of the Company and another 250,000 options were cancelled on January 29, 2010 that had been granted to a former director of the Company.

F-15


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

Notes to Interim Consolidated Financial Statements

January 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

7. SALE OF MOUNT HINTON MINING PROPERTY CLAIMS

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

On July 7, 2002 YGC, the Company’s wholly owned subsidiary, entered into an option agreement with the Hinton Syndicate to acquire a 75% interest in the 273 unpatented mineral claims covering approximately 14,000 acres in the Mayo Mining District of Yukon, Canada. This agreement was replaced with a revised and amended agreement (the “Hinton Option Agreement”) dated July 7, 2005 which superseded the original agreement and amendments thereto. The new agreement was between the Company, its wholly owned subsidiary YGC and the Hinton Syndicate. The schedule of Property Payments and Work Program payments made by the Company to January 31, 2010 is as follows:

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

F-16


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

Notes to Interim Consolidated Financial Statements
January 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

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

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

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

If the payment is made to Yukon Gold within the 12- month anniversary of the Closing:

$107,547 (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:

$130,927 (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:

$154,307 (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:

$177,686 (CDN$190,000)

 

 

If the payment is made to Yukon Gold after the 48- month anniversary of the Closing, it shall be increased by $23,380 (CDN$25,000) for each 12-month period following the 49-month anniversary of the Closing

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

F-17


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

Notes to Interim Consolidated Financial Statements
January 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

8. COMMITMENTS AND CONTINGENCIES

The Marg Property

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

The Company assumed the rights to acquire the Marg Property under a Property Purchase Agreement (“Agreement”) with Atna Resources Ltd. (“Atna”). Under the terms of the Agreement 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 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 $935,191 (CDN$1,000,000) in cash and/or common shares of the Company, or some combination thereof to be determined.

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

F-18


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

Notes to Interim Consolidated Financial Statements
January 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

8. COMMITMENTS AND CONTINGENCIES-Cont’d

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

On September 17, 2009, the Company, Bellhaven Copper and Gold, Inc. (“Bellhaven”) and Minera Cerro Quema S.A., a private company organized under the laws of Panama that is a subsidiary of Bellhaven (“Minera”) fully executed a Memorandum of Understanding (the “MOU”) dated as of September 15, 2009 pursuant to which Bellhaven granted to the Company an option to buy a 75% equity interest in Minera. Minera owns the Cerro Quema development stage gold project located the Tonosi, Province of Los Santos, Republic of Panamá. The MOU called for a 60-day due diligence period during which the Company was required to make a series of non-refundable deposits totaling $400,000 as milestones for due diligence and development of definitive documents . The total consideration for the Minera interest was $19,915,000, which included the purchase price and project financing to be provided by the Company. Upon exercise of the "Option to Purchase" Yukon Gold would own 75% of the outstanding shares of Minera and Bellhaven would hold the remaining 25%. The Property was also subject to a 2% NSR (net smelter royalty) in favor of Compania de Exploracion Minera S.A. and a 9% NPI in favor of Bellhaven. Yukon Gold agreed to purchase the 9% NPI from Bellhaven for consideration of $75,000, payable at Closing. While it performed due diligence, the Company was seeking financing for the transaction. On September 21, 2009 the Company paid $37,500 of the $75,000 being the first non-refundable due diligence deposit milestone. October 5, 2009 the Company paid the balance $37,500. During the quarter ended January 31, 2010 the Company was unable to complete its due diligence, or to make the balance of the non-refundable due diligence deposits, or to raise the $19,915,000. On November 13, 2009 Bellhaven issued a press release stating that they were terminating the MOU with the Company.

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

F-19


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

Notes to Interim Consolidated Financial Statements
January 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

8. COMMITMENTS AND CONTINGENCIES-Cont’d

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

F-20


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

Notes to Interim Consolidated Financial Statements
January 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

8. COMMITMENTS AND CONTINGENCIES-Cont’d

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

On October 1, 2009 the Company’s board of directors ratified a letter agreement dated September 10, 2009 with a former officer to act as an agent to facilitate the sale of the Company’s Marg property and to secure bridge loan financing. The Company has agreed to pay the agent a fee equal to five percent (5%) of the transaction value of each completed transaction. The letter agreement has a term of three months. On December 10, 2009 the letter agreement terminated.

On October 1, 2009 the Company’s board of directors ratified a consulting agreement (the “Agreement”), dated September 20, 2009, with an individual to provide services as a special advisor (the “Consultant”). The Agreement states that the Consultant will receive 450,000 restricted common shares no later than ten (10) business days from the date of signing the Agreement. During the quarter and subsequent to the period ended January 31, 2010, the Company has not issued these shares to the Consultant but the Company has expensed the cost at fair value. The Consultant is entitled to receive a cash fee of two and one-half percent (2.5%) on the aggregate value of a financing(s) or transaction(s) entered into by the Company during the term of the Agreement or within the twelve (12) months following the term of this Agreement if the discussions regarding the financial transaction(s) were initiated by the Consultant during the term of this Agreement. Further it was agreed that the Consultant would receive a bonus of up to 1,000,000 restricted common shares of the Company of any financing or transaction, such bonus to be awarded on transactions values (“TV”) as follows: (i) up to a $1,000,000 TV, 200,000 shares (ii) between a $1,000,000 up to a $6,000,000 TV, an additional 300,000 shares and (iii) over a $6,000,000 TV, an additional 500,000 shares. Upon receipt of an itemized invoice the Consultant will be reimbursed for all traveling and other actual legitimate expenses. The Agreement is for a three month minimum term and may be extended by the mutual agreement of both parties in writing. On December 20, 2009 the agreement terminated and the Consultant was not successful in raising any financing.

F-21


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

Notes to Interim Consolidated Financial Statements
January 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

8. COMMITMENTS AND CONTINGENCIES-Cont’d

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

On September 28, 2009 the Company entered into an employment agreement (“Agreement”) with Douglas Oliver (the “Employee”) to serve as its President and Chief Executive Officer. During the employment term, the Company will pay the Employee a base salary at the annual rate of one hundred and eighty thousand ($180,000) dollars per year ("Base Salary"). Half of the Employee’s Base Salary shall be deferred and shall accrue interest at the LIBOR rate plus five percent (5%). Deferred Base Salary shall be payable to the Employee with interest no sooner than the Cerro Quema gold project entering production but may be further deferred at the Employee’s discretion. In the event that this Agreement is terminated for any reason, the Employee shall be entitled to all deferred Base Salary, with interest, to be paid within three (3) months of such termination. The Agreement further states that the Employee immediately shall be awarded 250,000 shares of the Company’s common stock, however during the quarter and subsequent to the period ended January 31, 2010 the 250,000 shares have not been issued to the Employee, but the Company has expensed the cost at fair value. The Employee acknowledges that such shares will be “restricted shares” subject to limitations on resale. The Employee further acknowledges that he will be considered as affiliate for purposes of Rule 144. The Company agrees to register such shares as part of any registration statement it files under the Securities Act of 1933. Additional stock options shall be awarded to Employee based upon the Company’s achieving certain production goals and in accordance with the Company’s 2006 Stock Option Plan. Employee and the Company shall agree upon the goals and option amounts within two (2) months of the execution of this Agreement. As of the date of these statements, the option amounts were not agreed upon. The Employee may terminate employment at any time after providing forty-five (45) days’ prior written notice to the Company. The Company may terminate the Employee's employment without cause at any time after providing written notice to Employee and paying all unpaid salaries and benefits.  In addition, an amount equal to twelve (12) months of Base Salary (at the rate in effect as of the date of the Employee’s termination without cause) will be paid to the Employee if this Agreement is terminated by the Company at any time prior to the second anniversary of the date of this Agreement.

F-22


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

Notes to Interim Consolidated Financial Statements
January 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

8. COMMITMENTS AND CONTINGENCIES-Cont’d

On October 23, 2009 the Company accepted a letter agreement (the “Agreement”) dated October 21, 2009 with an exclusive placement agent (the “Agent”) in connection with the offer and proposed sale (the “Financing(s)”) of the Company’s common shares (the “Equity Securities”) on an Efforts Basis. The Agreement continues until February 21, 2010 (the “Term”) with a further 24-month tail period (the “Tail Period”). For the Agents services the Company agrees to pay a cash placement fee (the “Cash Fee”) equal to seven percent (7%) of the gross proceeds of the Financing(s) completed during the Term, except for those completed under the consulting agreement dated September 20, 2009. In addition the Agent shall also receive broker warrants (the “Broker Warrants”) entitling the Agent to purchase from the Company such number of common shares as is equal to seven percent (7%) of the number of Equity Securities issued in the Financing (together with the Cash Fee set forth herein, the “Financing Fee”). The Broker Warrants shall be assignable and shall expire 24 months from the date of issuance. The exercise price of the Broker Warrants shall be equal to the purchase price of the Equity Securities sold under the Financing. For financings completed under the consulting agreement dated September 20, 2009, the Agent will receive 20% of the fees, cash and broker warrants, paid under said consulting agreement, payable upon closing of the financing. The Agreement states further that the Company grants to the Agent a first right of refusal to act as any future financings for a period of twelve (12) months commencing on the closing of the Financing. The Agreement also states that the Company shall pay to the Agent the Financing Fee in respect of each Financing completed or entered into during the Tail Period. Subsequent to the period ended January 31, 2010, the letter agreement expired on February 21, 2010 and as of the date of these statements, the Agent was not successful in raising any financing.

On October 26, 2009 the Company entered into a letter agreement with a former officer to act as a consultant providing accounting and administration services for $1,870 (CDN$2,000) per month and to warehouse the Company records for $468 (CDN$500) per month. The Company further agreed to reimburse the consultant for any out of pocket expenses and that either party may give 30 days notice in writing of their intention to terminate the letter agreement.

9. RELATED PARTY TRANSACTIONS

Nine month period ended January 31, 2010

The Company and its subsidiary expensed a total of $nil in consulting fees & wages to three Company Directors, and $48,743 to two of its officers.

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

F-23


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

Notes to Interim Consolidated Financial Statements
January 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

9. RELATED PARTY TRANSACTIONS-Cont’d

Nine month period ended January 31, 2009

The Company and its subsidiary expensed a total of $116,094 in consulting fees & wages to five Company Directors, and $238,491 to five of its officers.

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

10. DEMAND LOAN FROM DIRECTOR

The Company received loans for $64,500 on September 21, 2009 and $37,500 on October 5, 2009 for a total of $102,000 from a director of the Company which carries simple interest at the rate of seven percent (7%) of the outstanding principal balance per annum. The entire principal balance outstanding and any interest thereon shall be payable on demand by the holder of the Promissory Notes, but no later than three years from the date of the loan. The Company has accrued interest payable of $1,800 as of January 31, 2010.

11. CHANGES IN DIRECTORS AND OFFICERS

On May 4, 2009 Mr. Howard Barth resigned as a director of the Company.

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

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

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

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

F-24


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

Notes to Interim Consolidated Financial Statements
January 31, 2010
(Amounts expressed in US Dollars)
(Unaudited – Prepared by Management)

11. CHANGES IN DIRECTORS AND OFFICERS-Cont’d

On September 28, 2009 the board of directors appointed Mr. Douglas Oliver President and Chief Executive Officer and a director of the Company.

On September 28, 2009 the board of directors appointed Mr. Paul Pitman Vice President of Corporate Development and Exploration, Corporate Secretary and a director of the Company.

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

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

On October 23, 2009 the board of directors appointed Mr. Charles William Reed a director and member of the Audit Committee of the Company.

On October 29, 2009 Mr. Kenneth J. Hill resigned as a director and member of both the Audit and Executive Committee of the Company and as a director of Yukon Gold Corp., the Company’s wholly owned Canadian subsidiary.

12. EXPIRY OF WARRANTS

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

13. TRADING EXCHANGES

On November 2, 2009 the Company’s common shares began trading on the NEX exchange under the symbol “YK.H”.

14. SUBSEQUENT EVENTS

The company has reviewed subsequent events up to March 18, 2010.

As of the date of these statements the Company has no cash flow with which to continue operations nor to meet its contractual obligations.

On March 17, 2010 the board of directors decided that it was not in the Company’s best interests to continue trading on NEX.

F-25


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

Discussion of Operations & Financial Condition

Yukon Gold has no source of revenue and we continue to operate at a loss. We expect our operating losses to continue for so long as we remain in an exploration stage and perhaps thereafter. As at January 31, 2010, we had accumulated losses of $15,329,808. These losses raise substantial doubt about our ability to continue as a going concern. Our ability to emerge from the exploration stage and conduct mining operations is dependent, in large part, upon our raising additional equity financing.

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

SELECTED INFORMATION

  Three months Three months
  ended ended
  January 31, 2010 January 31, 2009
     
Revenues   Nil     Nil  
Net Loss $ 185,734 $ 436,162
Loss per share-basic and diluted $  (0.00 ) $  (0.01 )
     
     
  Nine months Nine months
  ended ended
  January 31, 2010 January 31, 2009
     
Revenues   Nil     Nil  
Net Loss $ 423,386 $ 2,870,536
Loss per share-basic and diluted $ (0.01 ) $  (0.09 )
     
     
  As at As at
  January 31, 2010 April 30, 2009
     
Total Assets $ 52,866   $ 108,099  
Total Liabilities $ 564,101 $ 239,222
Cash dividends declared per share   Nil     Nil  

Gain on sale of mining property

The only gain generated by the Company during the nine month period ended January 31, 2010 was the sale of the Mount Hinton property for a total cash consideration of $110,306 (CDN$125,000). As all costs incurred in acquisition and exploration had been expensed, the entire cash proceeds were recognized as gain during the period ended January 31, 2010.


Net Loss

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

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

(a) General and Administrative Expense

Included in operating expenses for the nine months ended January 31, 2010 is general and administrative expense of $510,609 as compared to $839,688 for the nine months ended January 31, 2009. General and administrative expense for the period ended January 31, 2010 includes an accrual for $106,330 (CDN $113,695) relating to the Company’s subsidiary to pay a potential penalty for early termination for its office lease. The prior landlord has made the said claim in the Ontario Superior Court of Justice. Overall the general and administrative expenses have decreased substantially during the period ended January 31, 2010 as compared to the period ended January 31, 2009.

(b) Project Expense

Included in operating expenses for the nine months ended January 31, 2010 is project expenses of $14,711 as compared with $1,931,660 for the nine months ended January 31, 2009. Project expense was a significant expense in the prior period where it represented approximately 67.3% of the total operating expense for the nine months ended January 31, 2009. The Company incurred very little costs during current period due to lack of funding.

Agreement with Hinton Syndicate Concerning our Former Mount Hinton Property

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

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

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


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

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

  If the payment is made to Yukon Gold within the 12- $107,547
  month anniversary of the Closing: (CDN$115,000)
     
  If the payment is made to Yukon Gold after the 12- $130,927
  month anniversary of the Closing but before the 24- (CDN$140,000)
  month anniversary of the Closing:  
     
  If the payment is made to Yukon Gold after the 24- $154,307
  month anniversary of the Closing but before the 36- (CDN$165,000)
  month anniversary of the Closing:  
     
  If the payment is made to Yukon Gold after the 36- $177,686
  month anniversary of the Closing but before the 48- (CDN$190,000)
  month anniversary of the Closing:  
     
  If the payment is made to Yukon Gold after the 48-  
  month anniversary of the Closing, it shall be increased  
  by $23,380 (CDN$25,000) for each 12-month period  
  following the 49-month anniversary of the Closing  

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

Exploration

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


Liquidity and Capital Resources

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

  January 31, 2010 January 31, 2009
     
Cash and cash equivalent $11,842 $ 113,819
Working capital deficit $539,222 $169,988
Cash used in operating activities $(253,435) $(1,509,746)
Cash provided (used) in investing activities $110,306 $ (44,008)
Cash provided in financing activities $146,000 $575,321

As at January 31, 2010 the Company had working capital deficit of $539,222 as compared to a working capital deficit of $169,988 in the previous period. During the current period the Company raised $44,000 from subscription of shares and received demand loan of $102,000 carrying interest of 7% per annum from a director of the Company. The Company however sold all its interests in the Mount Hinton Property for a consideration of $110,306 (CDN $125,000).

Off-Balance Sheet Arrangement

The Company has no Off-Balance Sheet Arrangement as of January 31, 2010 and April 30, 2009.

Contractual Obligations and Commercial Commitments

a) The Marg Property

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

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

The Company 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 $935,191 (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 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.

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

On September 17, 2009, the Company, Bellhaven Copper and Gold, Inc. (“Bellhaven”) and Minera Cerro Quema S.A., a private company organized under the laws of Panama that is a subsidiary of Bellhaven (“Minera”) fully executed a Memorandum of Understanding (the “MOU”) dated as of September 15, 2009 pursuant to which Bellhaven granted to the Company an option to buy a 75% equity interest in Minera. Minera owns the Cerro Quema development stage gold project located the Tonosi, Province of Los Santos, Republic of Panamá. The MOU called for a 60-day due diligence period during which the Company was required to make a series of non-refundable deposits totaling $400,000 as milestones for due diligence and development of definitive documents . The total consideration for the Minera interest was $19,915,000, which included the purchase price and project financing to be provided by the Company. Upon exercise of the "Option to Purchase" Yukon Gold would own 75% of the outstanding shares of Minera and Bellhaven would hold the remaining 25%. The Property was also subject to a 2% NSR (net smelter royalty) in favor of Compania de Exploracion Minera S.A. and a 9% NPI in favor of Bellhaven. Yukon Gold agreed to purchase the 9% NPI from Bellhaven for consideration of $75,000, payable at Closing. While it performed due diligence, the Company was seeking financing for the transaction. On September 21, 2009 the Company paid $37,500 of the $75,000 being the first non-refundable due diligence deposit milestone. October 5, 2009 the Company paid the balance $37,500. During the quarter ended January 31, 2010 the Company was unable to complete its due diligence, or to make the balance of the non-refundable due diligence deposits, or to raise the $19,915,000. On November 13, 2009 Bellhaven issued a press release stating that they were terminating the MOU with the Company.


On October 1, 2009 the Company’s board of directors ratified a retainer agreement (the “Agreement”) dated August 28, 2009 with a Panamerican corporation (the “Consultant”) to provide certain exclusive advisory services for financing, acquisition, collaboration, product or services sales transactions and strategies, for a period of twelve (12) months (the “Term”) from the date of execution. If at any time during the Term the Company wishes to terminate the exclusivity of the Consultant, the Company will give the Consultant ten (10) days prior written notice and pay the Consultant $200,000. The Agreement states that a monthly cash fee of $50,000 and the Consultant’s out-of-pocket expenses shall accrue and be payable only at such time as the Company secures a minimum of $5,000,000 in financing during the Term of this agreement at which time the total amount accrued shall be due and payable in full without interest. In the event that the Company fails to timely pay any of the compensation, as defined in the Agreement, each shall bear interest at the rate of six percent (6%) until paid in full. The Consultant has the right upon written notice to the Company of its election to receive gold or other minerals in lieu of cash prior to or concurrent with the closing of any financing transactions (“Financing Transactions”). Compensation payable in kind shall not bear any interest. If an acquisition or divestiture is consummated during the Term of the Agreement or for a period of one (1) year thereafter, the Company shall pay a transaction fee (“TF”) to the Consultant based on the following transaction values (“TVs”): (i) 5% TF up to and including $1,000,000 TVs, plus (ii) 4% TF on all TVs from $1,000,000 to $1,999,999, plus (iii) 3% TF on all TVs from $2,000,000 to $2,999,999, plus (iv) 2% on all TVs from $3,000,000 to $3,999,999, plus (v) 1% on all TVs from $4,000,000 to $4,999,999, plus (vi) 1% on all TVs equal to and exceeding $5,000,000. During the Term of the Agreement or for a period of one (1) year after termination, the Company will pay the Consultant a finder’s fee equal to two percent (2%) of the total amount of each and every Financing Transaction successfully undertaken by the Company. In addition the Company shall grant to the Consultant options to purchase that number of shares of the Company’s common stock determined by multiplying two percent (2%) equal to the total number of equity shares placed/and or issued, or if convertible debt, two percent (2%) of the number of common equity shares as if the convertible debt was converted at its earliest possible date. Such options shall be exercisable for a period of five (5) years at an exercise price equal to the five-day weighted average trading price (WATP) for the five (5) consecutive trading days immediately prior to the granting of the Company’s stock options. In addition to the foregoing fees, the Company shall grant to the Consultant a fully-vested option (“Equity Fee”) to acquire a number of shares equal to eight and one-half percent (8.5%) of the total common shares issued and outstanding at the time of the execution of the Agreement. Such options shall be exercisable for a period of five (5) years at an exercise price equal to the five-day WATP for the five (5) consecutive trading days immediately prior to the granting of the Company’s stock options. The number of stock options shall be subject to any and all adjustments of the common shares during the five-year exercise period. Upon the Company entering into any definitive agreement, during the Term, to acquire any properties/projects, as defined in the Agreement, an additional fully-vested performance option shall be granted to the Consultant to acquire a number of shares equal to eight and one-half percent (8.5%) of the then issued and outstanding common shares of the Company. Such options shall be exercisable for a period of five (5) years at an exercise price equal to the five-day WATP for the five (5) consecutive trading days immediately prior to the execution of the definitive agreement. The number of performance options shall be subject to any and all adjustments of the common shares during the five-year exercise period. If any acquisition transaction is contemplated by the Company during the Term or for a period of one (1) year after the Company will grant to the Consultant the absolute right to participate, on a pro rata basis, in up to a ten percent (10%) interest in the Company’s acquisition. The Consultant shall also be responsible for all pro rata future development and operating costs of said acquisition when paid by the parties owning the other 90% interests. Notwithstanding anything within the Agreement to the contrary, any stock or equity-based compensation must be pre-cleared by the Toronto Stock Exchange (TSX). If any Financing Transaction(s) described in paragraphs 2 A and B of Schedule A to this Agreement are concluded during the Term, or for a period of one (1) year thereafter, provided such Financing Transaction(s) results from parties identified in writing by the Consultant in performing the Services, the Company will pay to the Consultant, or a designee of the Consultant, the following: (i) with respect to any equity financing, a cash fee equal to seven percent (7%) of the total amount of the Financing Transaction (gross proceeds, without offset for costs or fees), (ii) with respect to any debt financing, a cash fee equal to four percent (4%) of the total amount of such Financing Transaction (gross proceeds, without offset for costs or fees), and (iii) in addition, upon the completion of any Financing Transaction of the Company or its, parents, subsidiaries or affiliates, the Company shall grant to the Consultant the right and option to purchase that number of shares, units or interests in the Company determined by dividing five percent (5%) of the amount of the Financing Transaction by an amount equal to equal to the five-day WATP for the five (5) consecutive trading days immediately prior to the payment of Yukon Gold Corporation stock options. Such rights shall be exercisable, for a period of five (5) years, from date of issue and shall possess “most favored nation” registration rights, i.e., registration rights equal to the best/most favorable rights/treatment of any issued/outstanding registration rights provisions applicable to any securities of the Company, specifically including, but not limited to demand and “piggy back” registration rights, including the right to include such shares in any offering undertaken by the Company, i.e., “tag-along” rights. Such Fee shall be paid by the Company to the Consultant within ten (10) calendar days after the closing of each Financing Transaction, or, if such Financing Transaction closes in several tranches, within ten (10) calendar days after the closing of each tranche, until paid in full.

On October 1, 2009 the Company’s board of directors ratified a letter agreement dated September 10, 2009 with a former officer to act as an agent to facilitate the sale of the Company’s Marg property and to secure bridge loan financing. The Company has agreed to pay the agent a fee equal to five percent (5%) of the transaction value of each completed transaction. The letter agreement has a term of three months. On December 10, 2009 the letter agreement terminated.


On October 1, 2009 the Company’s board of directors ratified a consulting agreement (the “Agreement”), dated September 20, 2009, with an individual to provide services as a special advisor (the “Consultant”). The Agreement states that the Consultant will receive 450,000 restricted common shares no later than ten (10) business days from the date of signing the Agreement. During the quarter and subsequent to the period ended January 31, 2010 the Company has not issued these shares to the Consultant but the Company has expensed the cost at fair value. The Consultant is entitled to receive a cash fee of two and one-half percent (2.5%) on the aggregate value of a financing(s) or transaction(s) entered into by the Company during the term of the Agreement or within the twelve (12) months following the term of this Agreement if the discussions regarding the financial transaction(s) were initiated by the Consultant during the term of this Agreement. Further it was agreed that the Consultant would receive a bonus of up to 1,000,000 restricted common shares of the Company of any financing or transaction, such bonus to be awarded on transactions values (“TV”) as follows: (i) up to a $1,000,000 TV, 200,000 shares (ii) between a $1,000,000 up to a $6,000,000 TV, an additional 300,000 shares and (iii) over a $6,000,000 TV, an additional 500,000 shares. Upon receipt of an itemized invoice the Consultant will be reimbursed for all traveling and other actual legitimate expenses. The Agreement is for a three month minimum term and may be extended by the mutual agreement of both parties in writing. On December 20, 2009 the agreement terminated and the Consultant was not successful in raising any financing.

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

On September 28, 2009 the Company entered into an employment agreement (“Agreement”) with Douglas Oliver (the “Employee”) to serve as it’s President and Chief Executive Officer. During the employment term, the Company will pay the Employee a base salary at the annual rate of one hundred and eighty thousand ($180,000) dollars per year ("Base Salary"). Half of the Employee’s Base Salary shall be deferred and shall accrue interest at the LIBOR rate plus five percent (5%). Deferred Base Salary shall be payable to the Employee with interest no sooner than the Cerro Quema gold project entering production but may be further deferred at the Employee’s discretion. In the event that this Agreement is terminated for any reason, the Employee shall be entitled to all deferred Base Salary, with interest, to be paid within three (3) months of such termination. The Agreement further states that the Employee immediately shall be awarded 250,000 shares of the Company’s common stock, however during the quarter and subsequent to the period ended January 31, 2010 the 250,000 shares have not been issued to the Employee, but the Company has expensed the cost at fair value. The Employee acknowledges that such shares will be “restricted shares” subject to limitations on resale. The Employee further acknowledges that he will be considered as affiliate for purposes of Rule 144. The Company agrees to register such shares as part of any registration statement it files under the Securities Act of 1933. Additional stock options shall be awarded to Employee based upon the Company’s achieving certain production goals and in accordance with the Company’s 2006 Stock Option Plan. Employee and the Company shall agree upon the goals and option amounts within two (2) months of the execution of this Agreement. As of the date of these statements, the option amounts were not agreed upon. The Employee may terminate employment at any time after providing forty-five (45) days’ prior written notice to the Company. The Company may terminate the Employee's employment without cause at any time after providing written notice to Employee and paying all unpaid salaries and benefits. In addition, an amount equal to twelve (12) months of Base Salary (at the rate in effect as of the date of the Employee’s termination without cause) will be paid to the Employee if this Agreement is terminated by the Company at any time prior to the second anniversary of the date of this Agreement.


On October 23, 2009 the Company accepted a letter agreement (the “Agreement”) dated October 21, 2009 with an exclusive placement agent (the “Agent”) in connection with the offer and proposed sale (the “Financing(s)”) of the Company’s common shares (the “Equity Securities”) on an Efforts Basis. The Agreement continues until February 21, 2010 (the “Term”) with a further 24-month tail period (the “Tail Period”). For the Agents services the Company agrees to pay a cash placement fee (the “Cash Fee”) equal to seven percent (7%) of the gross proceeds of the Financing(s) completed during the Term, except for those completed under the consulting agreement dated September 20, 2009. In addition the Agent shall also receive broker warrants (the “Broker Warrants”) entitling the Agent to purchase from the Company such number of common shares as is equal to seven percent (7%) of the number of Equity Securities issued in the Financing (together with the Cash Fee set forth herein, the “Financing Fee”). The Broker Warrants shall be assignable and shall expire 24 months from the date of issuance. The exercise price of the Broker Warrants shall be equal to the purchase price of the Equity Securities sold under the Financing. For financings completed under the consulting agreement dated September 20, 2009, the Agent will receive 20% of the fees, cash and broker warrants, paid under said consulting agreement, payable upon closing of the financing. The Agreement states further that the Company grants to the Agent a first right of refusal to act as any future financings for a period of twelve (12) months commencing on the closing of the Financing. The Agreement also states that the Company shall pay to the Agent the Financing Fee in respect of each Financing completed or entered into during the Tail Period. Subsequent to the period ended January 31, 2010, the letter agreement expired on Februray 21, 2010 and as of the date of these statements, the Agent was not successful in raising any financing.

On October 26, 2009 the Company entered into a letter agreement with a former officer to act as a consultant providing accounting and administration services for $1,870 (CDN$2,000) per month and to warehouse the Company records for $468 (CDN$500) per month. The Company further agreed to reimburse the consultant for any out of pocket expenses and that either party may give 30 days notice in writing of their intention to terminate the letter agreement.

Critical Accounting Policies

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

Acquisition, Exploration and Evaluation Expenditures

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


CONTROLS AND PROCEDURES

(a)

Disclosure Controls and Procedures. The Company's management, with the participation of the principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as at January 31, 2010. Based on such evaluation, the principal executive officer and principal financial officer of the Company, respectively, have concluded that, as of the end of the current quarter, the Company's disclosure controls and procedures are effective.

 

 

(b)

Internal Control Over Financial Reporting. There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended January 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

 

(c)

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

DISCLOSURE AND FINANCIAL CONTROLS AND PROCEDURES

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

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

PART II-OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The Company subsidiary is being sued for $106,330 (CDN $113,695) to pay a potential penalty for early termination for its office lease. The prior landlord has made the said claim in the Ontario Superior Court of Justice.


Item 1A. RISK FACTORS

1.

WE HAVE NO WORKING CAPITAL AND MAY NOT BE ABLE TO CONTINUE TO COMPLY WITH APPLICABLE REGULATORY REQUIREMENTS AND THE REQUIREMENTS OF THE EXCHANGES ON WHICH OUR SHARES TRADE.

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

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

On November 2, 2009 the Company’s stock began trading on NEX after successfully meeting its requirements. On March 17, 2010, the Board of directors made a motion to delist the Company’s trading from NEX.

2.

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

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

3.

WE DO NOT HAVE AN OPERATING BUSINESS.

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

4.

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

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

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

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

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


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

5.

GOING CONCERN QUALIFICATION.

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

6.

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

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

7.

OUR BUSINESS IS SUBJECT TO CURRENCY RISKS.

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

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

None

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

Item 5. OTHER INFORMATION

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

The company has reviewed subsequent events up to March 18, 2010.

As of the date of these statements the Company has no cash flow with which to continue operations nor to meet its contractual obligations.

On March 17, 2010 the board of directors decided that it was not in the Company’s best interests to continue trading on NEX.


Item 6. EXHIBITS & REPORTS ON FORM 8-K

Exhibits

(a)

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

SIGNATURE

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

  By: /s/ Douglas Oliver
Dated: March 19, 2010              Douglas Oliver
               Chief Executive Officer
   
  By: /s/ Rakesh Malhotra
               Rakesh Malhotra
               Chief Financial Officer



EX-31.1 2 exhibit31-1.htm EXHIBIT 31.1 Yukon Gold Corporation - Exhibit 31.1 - Filed by newsfilecorp.com

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULES 13a-14(a)/15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Douglas Oliver, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Yukon Gold Corporation, Inc. (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 19, 2010

/s/ Douglas Oliver                              
      Douglas Oliver
      Chief Executive Officer
      Yukon Gold Corporation, Inc.


EX-31.2 3 exhibit31-2.htm EXHIBIT 31.2 Yukon Gold Corporation - Exhibit 31.2 - Filed by newsfilecorp.com

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULES 13a-14(a)/15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Rakesh Malhotra, certify that:

1. I have reviewed this Quarterly Report of Yukon Gold Corporation, Inc. (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 19, 2010

/s/ Rakesh Malhotra                             
      Rakesh Malhotra, C.A.
      Chief Financial Officer
      Yukon Gold Corporation, Inc.


EX-32.1 4 exhibit32-1.htm EXHIBIT 32.1 Yukon Gold Corporation - Exhibit 32.1 - Filed by newsfilecorp.com

Exhibit 32.1

CERTIFICATION
PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Yukon Gold Corporation, Inc. (the "Company"), does hereby certify, to such officer's knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended January 31, 2010 (the "Form 10-Q") of the Company fully complies with the requirement of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 19, 2010

/s/ Douglas Oliver                      
      Douglas Oliver
      Chief Executive Officer
      Yukon Gold Corporation, Inc.

Dated: March 19, 2010

/s/ Rakesh Malhotra                  
      Rakesh Malhotra, C.A.,
      Chief Financial Officer
      Yukon Gold Corporation, Inc.

A signed original of this written statement required by Section 906 has been provided to Yukon Gold Corporation, Inc. and will be retained by Yukon Gold Corporation, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


-----END PRIVACY-ENHANCED MESSAGE-----